UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 40-F

[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or

[   ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended__________________           Commission File Number __________________________

______________________

Energy Fuels Inc.
(Exact name of registrant as specified in its charter)

Ontario, Canada Not Applicable 98-1067994
(Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)

2 Toronto Street, Suite 500
Toronto, Ontario M5C 2B6
(416) 214-2810
(Address and telephone number of registrant’s principal executive offices)

Energy Fuels Resources (USA) Inc.
225 Union Blvd., Suite 600
Lakewood, CO 80228
(303) 389-4130
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class: Name of Each Exchange On Which Registered:
   
Common Shares NYSE MKT

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

[    ] Annual Information Form [    ] Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

[   ] Yes                                   [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[   ] Yes                                    [   ] No


FORWARD LOOKING STATEMENTS

The Exhibits incorporated by reference into this Registration Statement contain forward-looking statements concerning anticipated developments in the operations of Energy Fuels Inc. (the “Registrant”) in future periods, planned exploration activities, the adequacy of the Registrant’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “plans”, “expects,” “does not expect”, “is expected”, “is likely”, “budget”, “scheduled”, “ “estimates,” “forecasts”, “intends”, “anticipates”, “does not anticipate”, “continue”, “may”, “will”, “should”, “believes” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Annual Information Form of the Registrant filed as Exhibit 1 to this Registration Statement.

The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

RESOURCE AND RESERVE ESTIMATES

The terms “measured”, “indicated” and “inferred” resources are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) CIM Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council, as may be amended from time to time by the CIM. These definitions differ from the definitions in the United States Securities & Exchange Commission (“SEC”) Industry Guide 7 under the Securities Act of 1933. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies.

Accordingly, information contained in this report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all of any part of an inferred mineral resource exists, or is economically or legally mineable.


DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.1 through Exhibit 99.176, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.1 and 99.4, the Annual Audited Consolidated Financial Statements of the Registrant for the years ended September 30, 2012, 2011 and 2010 and Exhibits 99.2 and 99.5, the Registrant’s management’s discussion and analysis for the years ended September 30, 2012 and 2011, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.137 through Exhibit 99.176, inclusive, as set forth in the Exhibit Index attached hereto.

OFF-BALANCE SHEET TRANSACTIONS

The Registrant does not have any off-balance sheet transactions.

CONTRACTUAL OBLIGATIONS

The following table lists as of September 30, 2012 information with respect to the Registrant’s known contractual obligations:

              More than 5  
  < 1 year     1 to 3 years     3 to 5 years     years  
         
Long-term Debt   2,161,000     4,322,000     25,946,000     -  
Finance leases   137,048     261,361     80,044     -  
operating lease   529,171     1,103,142     739,118     -  
purchase obligations   4,679,065     -     -     -  
Reclamation expenditures   42,550     2,465,824     -     23,762,261  
                                                        Total   7,548,834     8,152,327     26,765,162     23,762,261  


UNDERTAKINGS

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.


CONSENT TO SERVICE OF PROCESS

Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant will file with the Commission a written irrevocable consent and power of attorney on Form F-X.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the

ENERGY FUELS INC.

/s/ David C. Frydenlund                                                                        
David C. Frydenlund, Senior Vice President, General Counsel &
Corporate Secretary

Date: November 15, 2013


EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this annual report on Form 40-F.

Exhibit Description
   
  Annual Information
   
99.1 Consolidated Financial Statements for the year ended September 30, 2012 and 2011
99.2 Management’s Discussion and Analysis for the year ended September 30, 2012
99.3 Annual Information Form for the year ended September 30, 2012
99.4 Consolidated Financial Statements for the years ended September 30, 2011 and 2010
99.5 Management’s Discussion and Analysis for the year ended September 30, 2011
99.6 Annual Information Form for the year ended September 30, 2011
99.7 News Release dated October 17, 2011
99.8 News Release dated October 25, 2011
99.9 News Release dated October 27, 2011
99.10 Support Agreement dated December 5, 2011
99.11 Business Combination Agreement between Energy Fuels Inc. and Titan Uranium Inc. dated December 5, 2011
99.12 Loan Agreement between Titan Uranium USA Inc. and Energy Fuels Inc. dated December 5, 2011
99.13 News Release dated December 6, 2011
99.14 Material Change Report dated December 7, 2011
99.15 News Release dated December 8, 2011
99.16 Technical Report entitled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (Including the Calliham Mine and Sage Mine) San Juan County, Utah and San Miguel County, Colorado” dated December 16, 2011
99.17 Management’s Discussion and Analysis for the three months ended December 31, 2011
99.18 Interim Consolidated Financial Statements for the period ended December 31, 2011
99.19 Amended Interim Consolidated Financial Statements for the period ended December 31, 2011
99.20 Management Information Circular dated January 10, 2012 in connection with the Annual and Special Meeting of Shareholders held on February 10, 2012
99.21 Form of Proxy for Annual and Special Meeting of Shareholders held on February 10, 2012
99.22 Notice of Annual and Special Meeting of Shareholders held on February 10, 2012
99.23 News Release dated January 19, 2012
99.24 News Release dated February 2, 2012
99.25 News Release dated February 10, 2012
99.26 Report of Voting Results for the Annual and Special Meeting of Shareholders held on February 10, 2012
99.27 News Release dated February 14, 2012
99.28 News Release dated February 23, 2012
99.29 News Release dated February 29, 2012



99.30 News Release dated March 1, 2012
99.31 Material Change Report dated March 8, 2012
99.32 News Release dated March 15, 2012
99.33 News Release dated March 21, 2012
99.34 Management’s Discussion and Analysis for the three months ended March 31, 2012
99.35 Interim Consolidated Financial Statements for the period ended March 31, 2012
99.36 News Release dated April 3, 2012
99.37 Technical Report entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA, Updated Preliminary Feasibility Study National Instrument 431-10 Technical Report”, dated April 13, 2012
99.38 Letter Agreement between Energy Fuels Inc. and Denison Mines Corp. regarding Combination of Denison Mines Corp.’s US Mining Division with Energy Fuels Inc. dated April 16, 2012
99.39 News Release dated April 16, 2012
99.40 Material Change Report dated April 25, 2012
99.41 Business Acquisition Report dated May 10, 2012
99.42 Arrangement Agreement between Energy Fuels Inc. and Denison Mines Corp. dated May 23, 2012
99.43 News Release dated May 24, 2012
99.44 Notice of Special Meeting of Shareholders held on June 25, 2012
99.45 Management Information Circular dated May 28, 2012 in connection with Special Meeting of Shareholders to be held on June 25, 2012
99.46 Form of Proxy for Special Meeting of Shareholders held on June 25, 2012
99.47 News Release dated June 4, 2012
99.48 News Release dated June 13, 2012
99.49 News Release dated June 21, 2012
99.50 Warrant Indenture between Energy Fuels Inc. and CIBC Mellon Trust Company dated as of June 21, 2012
99.51 Subscription Receipt Agreement between Energy Fuels Inc., Dundee Securities Ltd. and CIBC Mellon Trust Company dated June 21, 2012
99.52 Agency Agreement between Energy Fuels Inc., Dundee Securities Ltd., Haywood Securities Inc., Scotia Capital Inc. and Versant Partners Inc. dated June 21, 2012
99.53 News Release dated June 25, 2012
99.54 Report of Voting Results for the Special Meeting of Shareholders held on June 25, 2012
99.55 News Release dated June 26, 2012
99.56 News Release dated June 27, 2012
99.57 Technical Report entitled “Technical Report in the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” dated June 27, 2012
99.58 Technical Report entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A.” dated June 27, 2012
99.59 News Release dated June 29, 2012
99.60 Management’s Discussion and Analysis for the three months ended June 30, 2012
99.61 Interim Consolidated Financial Statements for the period ended June 30, 2012
99.62 Material Change Report dated July 3, 2012
99.63 Business Acquisition Report dated July 3, 2012
99.64 Underwriting Agreement between Energy Fuels Inc., Dundee Securities Ltd., Scotia Capital Inc., National Bank Financial Inc., Haywood Securities Inc. and Versant Partners Inc. dated July 3, 2012
99.65 Technical Report entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A.” dated July 18, 2012
99.66 Convertible Debenture Indenture dated July 24, 2012 between Energy Fuels Inc. and BNY Trust Company of Canada
99.67 News Release dated July 24, 2012
99.68 News Release dated August 15, 2012



99.69 News Release dated August 22, 2012
99.70 News Release dated August 27, 2012
99.71 News Release dated October 2, 2012
99.72 News Release dated October 11, 2012
99.73 News Release dated October 17, 2012
99.74 News Release dated December 21, 2012
99.75 News Release dated December 28, 2012
99.76 Management’s Discussion and Analysis for the three months ended December 31, 2012
99.77 Interim Consolidated Financial Statements for the period ended December 31, 2012
99.78 News Release dated January 15, 2013
99.79 News Release dated January 18, 2013
99.80 News Release dated January 28, 2013
99.81 News Release dated February 13, 2013
99.82 News Release dated March 1, 2013
99.83 Notice of Annual General Meeting of Shareholders for the year ended held on March 6, 2013
99.84 Management Information Circular dated January 25, 2013 in connection with the Annual and Special Meeting of Shareholders to be held on March 6, 2013
99.85 Form of Proxy for Annual and Special Meeting of Shareholders held on March 6, 2013
99.86 Report of Voting Results for the Annual and Special Meeting of Shareholders dated March 12, 2013 held on March 6, 2013
99.87 News Release dated March 18, 2013
99.88 Management’s Discussion and Analysis for the nine months ended March 31, 2013
99.89 Interim Consolidated Financial Statements for the period ended March 31, 2013
99.90 Amended Management’s Discussion and Analysis for the period ended March 31, 2013
99.91 News Release dated April 25, 2013
99.92 News Release dated May 9, 2013
99.93 News Release dated May 24, 2013
99.94 News Release dated May 31, 2013
99.95 Arrangement Agreement dated June 11, 2013
99.96 News Release dated June 11, 2013
99.97 News Release dated June 13, 2013
99.98 Warrant Indenture between Energy Fuels Inc. and CIBC Mellon Trust Company dated as of June 13, 2013
99.99 Underwriting Agreement between Dundee Securities Ltd., Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation dated June 13, 2013
99.100 Notice of Meeting and Record Date dated June 17, 2013
99.101 Material Change Report dated June 19, 2013
99.102 News Release dated June 19, 2013
99.103 Material Change Report dated June 21, 2013
99.104 News Release dated June 24, 2013
99.105 News Release dated June 26, 2013
99.106 Management’s Discussion and Analysis for the nine months ended June 30, 2013
99.107 Interim Consolidated Financial Statements for the period ended June 30, 2013
99.108 News Release dated July 25, 2013
99.109 Management Information Circular dated July 15, 2013, in connection with the Special Meeting of Shareholders to be held on August 13, 2013
99.110 Notice of Special Meeting of Shareholders to be held on August 13, 2013
99.111 New Release dated August 13, 2013



99.112 Form of Proxy for meeting to be held on August 13, 2013
99.113 Report of Voting Rights dated August 14, 2013
99.114 News Release dated August 14, 2013
99.115 News Release dated August 27, 2013
99.116 News Release dated September 3, 2013
99.117 Material Change Report dated September 5, 2013
99.118 News Release dated September 5, 2013
99.119 News Release dated September 6, 2013
99.120 News Release dated September 24, 2013
99.121 Management Information Circular dated September 24, 2013
99.122 Notice of Meeting dated September 24, 2013
99.123 Form of Proxy for meeting to be held on October 30, 2013
99.124 Business Acquisition Report dated September 27, 2013
99.125 Underwriting Agreement effective September 30, 2013
99.126 News Release dated October 16, 2013
99.127 Material Change Report dated October 18, 2013
99.128 Report of Voting Results dated October 30, 2013
99.129 News Release dated October 31, 2013
99.130 Articles of Amendment dated November 5, 2013
99.131 News Release dated November 5, 2013
99.132 Notice dated November 5, 2013
99.133 Material Change Report dated November 8, 2013
99.134 Management’s Discussion and Analysis for the period ended September 30, 2013
99.135 Interim Consolidated Financial Statements for the period ended September 30, 2013
99.136 News Release dated November 14, 2013
   
Exhibit Description
   
  Consents
   
99.137 Consent of Alinco GeoServices, Inc.
99.138 Consent of North American Exploration, Inc.
99.139 Consent of M. Hassan Alief
99.140 Consent of O. Jay Gatten
99.141 Consent of Landy A. Stinnett
99.142 Consent of Stephen P. Antony
99.143 Consent of BRS Engineering
99.144 Consent of Dougas L. Beahm
99.145 Consent of Thomas C. Pool
99.146 Consent of Douglas H. Underhill
99.147 Consent of William E. Roscoe
99.148 Consent of Roscoe Postle Associates Inc.
99.149 Consent of Christopher Moreton
99.150 Consent of David Ross
99.151 Consent of Peters Geosciences
99.152 Consent of Douglas C. Peters
99.153 Consent of Michael Cathro
99.154 Consent of Richard White



99.155 Consent of FGM Consulting Group
99.156 Consent of Paul Tietz
99.157 Consent of Neil Prenn
99.158 Consent of Richard Nielsen
99.159 Consent of Robert L. Sandefur
99.160 Consent of Matthew P. Reilly
99.161 Consent of Roderick C. Smith
99.162 Consent of Patti Nakai-Lajoie
99.163 Consent of Robert Michaud
99.164 Consent of Stuart E. Collins
99.165 Consent of Chlumsky, Armbrust & Meyer LLC
99.166 Consent of Mine Development Associates
99.167 Consent of Integrated Production Resources of Centennial, Colorado
99.168 Consent of David Miller
99.169 Consent of Ernst & Young LLP
99.170 Consent of Davidson & Company LLP
99.171 Consent of RSM Bird Cameron Partners
99.172 Consent of PricewaterhouseCoopers LLP
99.173 Consent of Dundee Securities Ltd.
99.174 Consent of Haywood Securities Inc.
99.175 Consent of Ron Hochstein
99.176 Consent of KPMG LLP



Exhibit 99.1


Energy Fuels Inc.

Consolidated Financial Statements

For the Years Ended
September 30, 2012 and 2011
(Expressed in U.S. Dollars)


   
  KPMG LLP  
  Chartered Accountants Telephone (416) 777-8500
  Bay Adelaide Centre Fax (416) 777-8818
  333 Bay Street Suite 4600 Internet www.kpmg.ca
  Toronto ON M5H 2S5  
  Canada  

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Energy Fuels Inc.

We have audited the accompanying consolidated financial statements of Energy Fuels Inc, which comprise the consolidated statements of financial position as at September 30, 2012, September 30, 2011 and October 1, 2010, the consolidated statements of comprehensive income (loss), changes in shareholders’ equity and cash flows for the years ended September 30, 2012 and September 30, 2011, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.


 
Page 2

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Energy Fuels Inc. as at September 30, 2012, September 30, 2011 and October 1, 2010, and its consolidated financial performance and its consolidated cash flows for the years ended September 30, 2012 and September 30, 2011 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.


Chartered Accountants, Licensed Public Accountants
December 20, 2012
Toronto, Canada



ENERGY FUELS INC.
Consolidated Statements of Financial Position
(Expressed in U.S. Dollars)

 

  September 30, 2012     September 30, 2011     October 1, 2010  

ASSETS

        (Note 22)     (Note 22)  

 

                 

Current assets

                 

   Cash and cash equivalents

$  13,657,368   $  6,954,646   $  3,659,981  

   Marketable securities (Note 6)

  1,626,512     -     -  

   Trade and other receivables (Note 7)

  15,267,846     509,154     -  

   Inventories (Note 8)

  30,328,167     -     -  

   Prepaid expenses and other assets

  464,151     172,574     334,683  

 

  61,344,044     7,636,374     3,994,664  

Non-current

                 

   Inventories (Note 8)

  2,944,509     -     -  

   Property, plant and equipment (Note 9)

  133,085,319     33,292,152     28,851,031  

   Intangible assets (Note 10)

  13,908,828     -     -  

   Restricted cash (Note 11)

  28,525,370     2,563,974     1,031,525  

 

$  239,808,070   $  43,492,500   $  33,877,220  

 

                 

LIABILITIES & SHAREHOLDERS' EQUITY

                 

 

                 

Current liabilities

                 

   Accounts payable and accrued liabilities

$  15,347,239   $  833,024   $  809,628  

   Deferred revenue

  1,150,275     -     -  

   Current portion of long-term liabilities

                 

      Decommissioning liability (Note 11)

  42,550     13,451     12,490  

      Loans and borrowings (Note 12)

  723,675     1,076     14,721  

 

  17,263,739     847,551     836,839  

Non-current

                 

   Long-term decommissioning liability (Note 11)

  15,681,408     452,301     416,242  

   Long-term loans and borrowings (Note 12)

  22,765,252     -     1,085  

 

  55,710,399     1,299,852     1,254,166  

 

                 

Shareholders' equity

                 

   Capital stock (Note 14)

  178,745,349     60,051,575     50,431,482  

   Contributed surplus (Note 14)

  17,906,058     13,808,989     13,199,345  

   Share purchase warrants (Note 14)

  6,001,644     4,158,567     -  

   Deficit

  (17,601,818 )   (34,575,045 )   (31,007,773 )

   Accumulated other comprehensive loss

  (953,562 )   (1,251,438 )   -  

 

  184,097,671     42,192,648     32,623,054  

 

$  239,808,070   $  43,492,500   $  33,877,220  

Additional footnote references
   Commitments and contingencies (Note 19)
   Subsequent events (Notes 19 and 21)

Approved by the Board

(signed) Stephen P. Antony , Director

(signed) Bruce D. Hansen , Director

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

2



ENERGY FUELS INC.
Consolidated Statements of Comprehensive Income (Loss)
(Expressed in U.S. Dollars)

 

  Year Ended  

 

  September 30,  

 

  2012     2011  

 

        (Note 22)

 

           

REVENUES (Note 18)

$  25,027,610   $  -  

 

           

COST OF SALES

           

Production cost of sales

  21,094,286     -  

Depreciation, depletion and amortization (Note 18)

  760,619     -  

TOTAL COST OF SALES

  (21,854,905 )   -  

GROSS PROFIT

  3,172,705     -  

Selling, general and administrative expenses

  (11,443,588 )   (3,967,718 )

Finance income (Note 18)

  183,463     11,492  

Finance expense (Note 18)

  (2,052,236 )   383,387  

Impairment of assets (Note 9)

  (24,021,560 )   -  

Transaction costs (Notes 4 and 5)

  (4,889,828 )   -  

Gain on purchase of Denison US Mining Division (Note 5)

  56,215,039     -  

Other income (loss)

  (190,768 )   5,567  

NET INCOME (LOSS) BEFORE TAXES

  16,973,227     (3,567,272 )

Income tax expense (Note 17)

  -     -  

NET INCOME (LOSS) FOR THE YEAR

  16,973,227     (3,567,272 )

Foreign currency translation reserve

  297,876     (1,251,438 )

COMPREHENSIVE INCOME (LOSS) FOR THE YEAR

$  17,271,103   $  (4,818,710 )

 

           

INCOME (LOSS) PER COMMON SHARE

           

    BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (Note 15)

$  0.06   $  (0.03 )

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

3



ENERGY FUELS INC.
Consolidated Statements of Shareholders' Equity
(Expressed in U.S. Dollars)

 

  Capital Stock                       Accumulated        

 

                                Other     Total  

 

              Contributed     Share Purchase           Comprehensive     Shareholders'  

 

  Common Shares     Amount     Surplus     Warrants     Deficit     Income (Loss)     Equity  

 

                                         

Balance as at October 1, 2010

  97,188,999   $  50,431,482   $  13,199,345   $  -   $  (31,007,773 ) $  -   $  32,623,054  

   Shares and warrants issued in connection with public offering (Note 14)

  23,000,000     7,538,234         4,295,266             11,833,500  

   Share issuance warrants (Note 14)

        (426,439 )         426,439                 -  

   Share issuance costs

        (848,194 )         (563,138 )               (1,411,332 )

   Stock options exercised (Note 14)

  1,482,700     889,124     (260,187 )                     628,937  

   Shares issued in consideration for advance royalty payments

  217,004     244,430                             244,430  

   Shares issued in consideration for property acquisitions

  2,110,962     2,222,938                             2,222,938  

   Share-based compensation (Note 16)

              869,831                       869,831  

   Foreign currency translation reserve

                                (1,251,438 )   (1,251,438 )

   Net loss for the year

                          (3,567,272 )         (3,567,272 )

Balance as at September 30, 2011

  123,999,665   $  60,051,575   $  13,808,989   $  4,158,567   $  (34,575,045 ) $  (1,251,438 ) $  42,192,648  

   Shares issued for Titan Uranium asset purchase (Note 4)

  89,063,997     32,498,519                             32,498,519  

   Warrants issued in exchange for Titan warrants (Note 4)

                    540,853                 540,853  

   Shares issued for Titan advisory fees (Note 4)

  1,256,489     430,772                             430,772  

   Shares issued for Denison US Mining merger (Note 5)

  425,440,872     79,322,174                             79,322,174  

   Shares issued for Denison US Mining advisory fees (Note 5)

  4,373,917     981,300                             981,300  

   Shares and warrants issued for private placement (Note 14)

  35,500,500     6,548,820           1,463,607                 8,012,427  

   Share issuance costs

        (722,100 )         (161,383 )               (883,483 )

   Stock options exercised (Note 16)

  16,667     5,385     (2,060 )                     3,325  

   Share-based compensation (Note 16)

              4,099,129                       4,099,129  

   Treasury shares (Note 14)

  (1,046,067 )   (371,096 )                           (371,096 )

   Foreign currency translation reserve

                                297,876     297,876  

   Net income for the year

                          16,973,227           16,973,227  

Balance as at September 30, 2012

  678,606,040   $  178,745,349   $  17,906,058   $  6,001,644   $  (17,601,818 ) $  (953,562 ) $  184,097,671  

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

4



ENERGY FUELS INC.
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)

 

  Year Ended  

 

  September 30,  

 

  2012     2011  

 

           

OPERATING ACTIVITIES

           

   Net income (loss) for the year

$  16,973,227   $  (3,567,272 )

   Items not involving cash:

           

      Depletion, depreciation and amortization

  2,778,048     109,031  

      Stock-based compensation

  3,642,170     735,658  

      Finance income

  (183,463 )   -  

      Finance expense

  1,756,957     -  

      Unrealized foreign currency translation

  226,029     (678,887 )

      Gain on purchase of Denison US Mining Division (Note 5)

  (56,215,039 )   -  

      Shares issued for advisory fees for Denison US Mining acquisition (Note 5)

  981,300     -  

      Impairment of plant, property and equipment and inventories

  24,021,560     -  

   Change in non-cash working capital (Note 18)

  (8,410,667 )   (384,687 )

   Interest received

  183,463     -  

 

  (14,246,415 )   (3,786,157 )

 

           

INVESTING ACTIVITIES

           

   Development expenditures on property, plant and equipment

  (3,528,129 )   (1,605,172 )

   Development expenditures on exploration and evaluation

  (3,550,456 )   (731,313 )

   Acquisition of Titan Uranium, net of cash acquired

  (485,734 )   -  

   Cash acquired in the acquisition of Denison US Mining Division

  552,498     -  

   Proceeds from sale of property, plant and equipment

  324,106     -  

   Change in cash deposited with regulatory agencies for decommissioning liabilities

  1,010,361     (1,555,781 )

 

  (5,677,354 )   (3,892,266 )

 

           

FINANCING ACTIVITIES

           

   Proceeds from issue of capital stock, net of share issuance cost

  7,128,944     10,422,168  

   Proceeds from exercise of stock options

  3,325     628,937  

   Repayment of borrowings

  (2,251,914 )   (14,730 )

   Proceeds from issue of convertible debentures

  21,551,200     -  

 

  26,431,555     11,036,375  

 

           

INCREASE IN CASH AND CASH EQUIVALENTS DURING THE YEAR

  6,507,786     3,357,952  

   Effect of exchange rate fluctuations on cash held

  194,936     (63,287 )

   Cash and cash equivalents - beginning of year

  6,954,646     3,659,981  

CASH AND CASH EQUIVALENTS - END OF YEAR

$  13,657,368   $  6,954,646  

 

           

 

           

 

           

Non-cash investing and financing transactions:

           

   Issuance of shares and warrants for acquisition of Titan Uranium (Note 4)

$  33,470,144   $  -  

   Issuance of shares and warrants for acquisition of Denison US Mining Division (Note 5)

  80,303,474     -  

   Issuance of shares for other mineral property acquisitions

  -     2,276,178  

   Issuance of secured notes for acquisition of mineral properties

  1,160,720     -  

   Issuance of shares for advance royalty obligation

  -     247,630  

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

5



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

1. REPORTING ENTITY AND NATURE OF OPERATIONS

Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. Energy Fuels Inc. registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6 and its principle place of business and the head office of the Company’s U.S. subsidiaries is located at 225 Union Blvd. Suite 600, Lakewood, Colorado, 80228 USA.

Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “EFI”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium and vanadium bearing properties, extraction, processing and selling of uranium and vanadium.

Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co-product of some of the Company’s mines, is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company also processes uranium bearing waste materials, referred to as “alternate feed materials”.

The Company and its significant subsidiaries including those acquired through the acquisition of Denison Mines Holding Corp. and White Canyon Uranium Ltd (as described in Note 5) are as follows:

 

Property /   Functional Sept. 30, Sept. 30,

Entity

function Location currency 2012 2011

Energy Fuels Inc.

Corporate Canada CAD 100% 100%

Energy Fuels Resources Corporation (“EFRC”)

Exploration Colorado USD 100% 100%

Energy Fuels Wyoming Inc.(“EFW”) 1

Exploration Wyoming USD 100% 0%

Energy Fuels Holdings Corp. ("EFHC") 2

Corporate Colorado USD 100% 0%

Energy Fuels Resources (USA) Inc.("EFR") 3

Operating Colorado USD 100% 0%

EFR White Mesa LLC ("White Mesa") 3

Mill Utah USD 100% 0%

EFR White Canyon Corp 3

Mining Utah USD 100% 0%

EFR Colorado Plateau LLC 3

Mining Colorado USD 100% 0%

EFR Arizona Strip LLC 3

Mining Arizona USD 100% 0%

1 Previously known as Titan Uranium USA Inc.
2 Previously known as Denison Mines Holdings Corp.
3 Previously under the ownership of Denison Mines Holdings Corp.

2. BASIS OF PRESENTATION

The consolidated financial statements have been prepared in United States dollars (“USD”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).

As discussed in Note 5, the Company acquired mineral properties and the mining and milling operating assets and liabilities of the US Mining Division of Denison Mines Corp. on June 29, 2012. For purposes of financing immediate working capital requirements, sustaining capital expenditures for current mine and mill operations and longer term capital development projects, the Company completed two financings. On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of C$0.23 per subscription receipt for gross total proceeds of $C8,165,115 ($7,998,741) and on July 24, 2012 the Company completed a bought deal public offering of 22,000 floating-rate convertible unsecured subordinated debentures maturing June 30, 2017 for gross proceeds of C$22,000,000 ($21,551,200) (Note 12). With the net proceeds of the equity and debt financing and with the ongoing focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2013 and therefore the company believes that it will continue as a going concern for the foreseeable future.

6



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

2. BASIS OF PRESENTATION (continued)

Statement of Compliance and Conversion to International Financial Reporting Standards (“IFRS”)

These consolidated financial statements for the years ended September 30, 2012 and 2011 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These financial statements are the Company’s first annual consolidated financial statements and IFRS 1 First Time Adoption of International Financial Reporting Standards (“IFRS 1”) has been applied. Previously, the Company prepared its annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. They also have been applied in the preparation of an opening IFRS statement of financial position as at October 1, 2010, as required by IFRS 1. The impact of the transition from Canadian GAAP to IFRS is explained in Note 22.

These consolidated financial statements for the year ended were authorized for issuance by the Board of Directors of the Company on December 20, 2012.

The financial statements have been prepared under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value.

Presentation currency

Effective October 1, 2011, the Company changed its presentation currency from the CAD to the USD. The Company believes the USD reporting provides better information regarding the Company’s results of operations and related business activities. USD reporting is expected to improve shareholders’ ability to compare the Company’s financial results with other publicly traded companies in the mining industry whose primary assets and operations are located in the United States.

Prior to October 1, 2011, the Company reported its annual and quarterly statement of financial position, statement of comprehensive loss, statement of shareholders’ equity and consolidated statement of cash flows in CAD. In making this change, the Company followed the guidance of IASB as set out in IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”) and the following procedures were followed in the change of its presentation currency to USD:

  1.

Assets and liabilities for each statement of financial position presented (including comparatives) were translated using the closing rate at the date of the statement of financial position;

     
  2.

Income and expenses for each statement of comprehensive income presented were translated using the average exchange rates prevailing during each reporting period;

     
  3.

Shareholder equity transactions have been translated using the rates of exchange in effect as of the dates of the various capital transactions. All comparative financial information has been restated to reflect the Company’s results as if they had been historically reported in USD and the effect on the consolidated financial statements resulted in an accumulated other comprehensive income.

Functional currency

As of October 1, 2011, the Company determined that there has been a change in functional currency from the CAD to the USD in the following subsidiaries and any associated joint ventures:

  • Energy Fuels Resources Corporation
  • Magnum Minerals USA Corp.

7



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

2. BASIS OF PRESENTATION (continued)

The change in functional currency of the above entities from CAD to USD was triggered by the approval of the License by the Colorado Department of Public Health and Environment (“CDPHE”) for the development of the Piñon Ridge mill (Note 19), with the resultant cash flows expected to be incurred for the development to be denominated in USD. In accordance with IAS 21, the change in functional currency is accounted for on a prospective basis from October 1, 2011. With the above change, the functional currency of the Company's U.S. subsidiaries is the USD and the functional currency of Energy Fuels Inc. is the CAD.

For those subsidiaries, joint ventures or associates whose functional currency differs from the United States dollar, foreign currency balances and transactions are translated into the United States dollar as follows:

  • Assets and liabilities are translated at the rates of exchange at the consolidated balance sheet date;
  • Revenue and expenses are translated at average exchange rates throughout the reporting period or at rates that approximate the actual exchange rates; items such as depreciation are translated at the rate implicit in the historical rate applied to the related asset; and
  • Exchange gains and losses on translation are included in other comprehensive income.

The exchange gains and losses are recognized in earnings upon the substantial disposition, liquidation or closure of the entity that gave rise to such amounts.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business combinations

A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs.

Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their acquisition-date fair values. The Company measures goodwill as the fair value of the consideration transferred plus the recognized amount of any non-controlling interests in the acquiree; plus the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognized immediately in profit and loss. The acquisition date is the date the Company acquires control over the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

Acquisition related costs, other than costs to issue debt or equity securities of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees and other professional or consulting fees are expensed as incurred.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. The maximum length of time for the measurement period is one year from the acquisition date.

Financial instruments

The Company recognizes financial assets and financial liabilities when the Company becomes a party to a contract. Financial assets and financial liabilities, with the exception of financial assets classified as fair value through profit or loss, are measured at fair value plus transaction costs on initial recognition. Financial assets at fair value through profit and loss are measured at fair value on initial recognition and transaction costs are expensed when incurred.

8



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Measurement in subsequent periods depends on the classification of the financial instrument:

  a.

Financial assets and liabilities at fair value through profit and loss (“FVTPL”)

     
 

Financial assets and liabilities are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value option), or if they are derivative instruments. Financial assets or liabilities are classified as FVTPL are measured at fair value, with changes recognized in profit and loss. The Company’s financial instruments classified as FVTPL include convertible debentures (Note 12). The Company does not currently hold any derivative instruments. Interest expense is recorded using the effective interest method.

     
  b.

Available-for-sale financial assets

     
 

The Company's investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale monetary items, are recognized directly in other comprehensive income (loss). When an investment is derecognized, the cumulative gain or loss in equity is transferred to profit or loss. The Company has classified its marketable securities as available for sale.

     
  c.

Loans and receivables

     
 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognized at the amount expected to be received, less a discount (when material) to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

     
 

Loans and receivables comprise cash and cash equivalents, and trade and other receivables.

     
 

Cash and cash equivalents includes cash on hand, term deposits and other short-term highly liquid investments with original maturities of three months or less that are subject insignificant risk of changes in their fair value, and are used by the Company in the management of short-term commitments.

     
  d.

Other financial liabilities

     
 

Other financial liabilities are financial liabilities that are not classified as FVTPL. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest rate method. Accounts payable, accrued liabilities, finance leases and notes payable are classified as other financial liabilities.

The effective interest method is a method of calculating the amortized cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees or points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or to the net carrying amount on initial recognition.

9



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign currency translation

The Company operates primarily in the U.S. and to a lesser extent in Canada. Transactions in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognized in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments which are recognized in other comprehensive income (loss). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Principles of consolidation

These consolidated financial statements include the accounts of the Company together with its wholly-owned U.S. subsidiaries. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until control ceases. All inter-company transactions have been eliminated. Joint ventures are those entities over whose activities the Company has joint control, established by contractual agreement. These consolidated financial statements include the Company’s proportionate share of the entities’ assets, liabilities, revenue and expenses with items of a similar nature on a line-by-line basis, from the date that joint control commences until the date that joint control ceases. Interests in the Company’s joint ventures were recognized in these consolidated statements using the proportionate consolidation method.

Intercompany transactions, balances and unrealized gains on transactions between the Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.

Impairment of financial assets

At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other than a financial asset classified as fair value through profit and loss) is impaired. Objective evidence of an impairment loss includes: i) significant financial difficulty of the obligor; ii) delinquencies in interest or principal payments; iii) increased probability that the borrower will enter bankruptcy or other financial reorganization; and iv), in the case of equity securities, a significant or prolonged decline in the fair value of the security below its cost.

If such evidence exists, the Company recognizes an impairment loss, as follows:

  (i)

Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account.

     
  (ii)

Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset and its fair value at the measurement date, less any impairment losses previously recognized in profit and loss. This amount represents the cumulative loss in accumulated other comprehensive income (loss) that is reclassified to net income.

Inventories

Expenditures, including depreciation, depletion and amortization of production assets, incurred in the mining and processing activities that will result in the future concentrate production are deferred and accumulated as ore in stockpiles and in-process and concentrate inventories.

10



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stockpiles are comprised of coarse ore that has been extracted from the mine and is available for further processing. Mining production costs are added to the stockpile as incurred along with a pro-rata share of the depletion of the associated mineral property and removed from the stockpile based upon the average cost per ton of ore produced from mines considered to be in commercial production. The current portion of ore in stockpiles represents the amount expected to be processed in the next twelve months. Stockpiles are valued at the lower of their weighted average cost or net realizable value (“NRV”). NRV is the difference between the estimated future concentrate price (net of selling costs) and estimated costs to complete production into a saleable form.

In-process and concentrate inventories include the cost of the ore removed from the stockpile as well as production costs incurred to process the ore into a saleable product. Processing costs typically include labor, chemical reagents and directly attributable mill overhead expenditures. Work in-process and concentrates are carried at the lower of average costs or NRV.

Materials and other supplies held for use in the production of inventories are carried at average cost and are not written down below that cost if the finished products in which they will be incorporated are expected to be sold at or above cost. However, when a decline in the price of concentrates indicates that the cost of the finished products exceeds net realizable value, the materials are written down to NRV. In such circumstances, the replacement cost of the materials may be the best available measure of their NRV.

Exploration and evaluation assets

Exploration and evaluation activities involve the search for minerals, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation expenditures include costs which are directly attributable to researching and analyzing existing exploration data; conducting geological studies, exploratory drilling and sampling; examining and testing extraction and treatment methods; completing pre-feasibility and feasibility studies; and costs incurred in acquiring mineral rights.

Exploration and evaluation expenditures are capitalized and are classified as such until the project demonstrates technical feasibility and commercial viability. Technical feasibility and commercial viability generally coincide with the establishment of proven and probable reserves; however, they may also occur when the Company makes a decision to proceed with development or begins production. Upon demonstrating technical feasibility and commercial viability, and subject to an impairment analysis, capitalized exploration and evaluation costs are transferred to the mineral properties balance within property, plant and equipment.

Property, plant and equipment

Property, plant and equipment are recorded at acquisition or production cost and carried net of depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the profit and loss during the period in which they are incurred.

Depreciation, depletion and amortization are calculated on a straight line or unit of production basis as appropriate. Where a straight line methodology is used, the assets are depreciated to their estimated residual value over an estimated useful life which ranges from three to fifteen years depending upon the asset type. Where a unit of production methodology is used, the assets are depreciated to their estimated residual value over the useful life defined by management’s best estimate of recoverable reserves and/or resources in the current mine plan. When assets are retired or sold, the resulting gains or losses are reflected in current earnings as a component of other income or expense. The Company allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

11



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Where straight-line depreciation is utilized, the range of useful lives for various asset classes is generally as follows:

Buildings 15 years
Shop tools and equipment 3-5 years
Mining equipment 5 years
Office equipment 5 years
Furniture and fixtures 5 years
Vehicles and equipment under capital lease 5 years

The amortization method, residual values, and useful lives of property, plant and equipment are reviewed annually and any change in estimate is applied prospectively.

Revenue recognition

Revenue from the sale of mineral concentrates is recognized when it is probable that the economic benefits will flow to the Company and delivery has occurred, the sales price and costs incurred with respect to the transaction can be measured reliably and collectability is reasonably assured. For uranium, revenue is typically recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. For vanadium related products, revenue is typically recognized at the time of shipment to the customer.

Revenue from toll milling services is recognized as material is processed in accordance with the specifics of the applicable toll milling agreement. Revenue and unbilled accounts receivable are recorded as related costs are incurred using billing formulas included in the applicable toll milling agreement.

Revenue from alternate feed process milling is recognized as material is processed, in accordance with the specifics of the applicable processing agreement. In general, the Company collects a recycling fee for receipt of the material and/or receives the proceeds from the sale of any uranium concentrate and other metals produced. Deferred revenues represent processing proceeds received on delivery of alternate feed materials but in advance of the required processing activity.

Capital stock

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Finance income and finance costs

Finance income comprises interest income on funds invested, and changes in the fair value of financial instruments at fair value through profit or loss and net foreign exchange gain (losses). Interest income is recognized as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings, amortization of the discount on provisions, changes in the fair value of financial instruments at fair value through profit or loss and net foreign exchange gain (losses), and impairment losses recognized on financial assets.

Foreign currency gains and losses are reported on a net basis.

12



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Decommissioning liabilities

The Company’s decommissioning liabilities relates to expected mine and mill reclamation and closure activities, as well as costs associated with reclamation of exploration drilling. Such costs, discounted to their present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The decommissioning liability is accreted to full value over time through periodic accretion charges recorded to operations as accretion expense. The Company periodically adjusts the carrying amounts of the decommissioning liability and the related asset for changes in estimates of the amount or timing of underlying future cash flows, and discount rates.

The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related reclamation and remediation liability.

Impairment of long-lived assets

At each financial reporting date the carrying values of the Company’s assets, including exploration and evaluation assets are reviewed to determine whether there is an indication that those assets are impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income (loss).

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

13



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-based compensation

The Company uses a fair value-based method of accounting for stock options granted to employees, directors, and non-employees. The fair value of the award is determined using the Black-Scholes option pricing model on the date of the grant. For awards with graded vesting, the fair value of each tranche, adjusted for expected forfeitures, is recognized over its respective vesting period as an increase in stock-based compensation expense and the contributed surplus account. At the end of each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

When such stock options are exercised, the proceeds received by the Company, together with the respective amount from contributed surplus, are credited to capital stock.

Earnings (loss) per share

The Company presents basic and diluted earnings (loss) per share data for its common shares, calculated by dividing the earnings or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive instruments.

Borrowing costs

Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. The Company does not capitalize borrowing costs related to exploration and evaluation assets. All other borrowing costs are recognized as finance costs in profit and loss in the period in which they are incurred.

Future Accounting Changes

IFRS 9 Financial Instruments

In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2015, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Under IFRS 9 for financial liabilities measured at fair value under the fair value option, changes in fair value attributable to changes in credit risk will be recognized in OCI, with the remainder of the change recognized in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, the entire change in fair value will be recognized in profit or loss. Amounts presented in OCI will not be reclassified to profit or loss at a later date. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IFRS 10 Consolidated Financial Statements

In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements (“IFRS 10”) which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements . This standard is effective for annual periods beginning on or after January 1, 2013, earlier application permitted. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

14



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

IFRS 11 Joint Arrangements

In May 2011, the IASB issued IFRS 11 Joint Arrangements (“IFRS 11”) which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31 Interests in Joint Ventures (“IAS 31”) . In addition, under IFRS 11 , Joint Arrangements are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IFRS 12 Disclosure of Interests in Other Entities

In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “ Consolidation – Special Purpose Entities” . The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IFRS 13 Fair Value Measurement

In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. IFRS 13 does not introduce requirements to measure assets or liabilities at fair value, nor does it eliminate practicable exception to fair value measurement that currently exist in certain standards. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IAS 1 Presentation of Financial Statements

In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company intends to adopt IAS 1 in its financial statements for the annual period beginning on October 1, 2012. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IAS 28 Investments in Associates and Joint Ventures (Amended in 2011)

IAS 28 (2011), Investments in Associates and Joint Ventures , supersedes IAS 28 Investments in Associates and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. The Standard defines 'significant influence' and provides guidance on how the equity method of accounting is to be applied (including exemptions from applying the equity method in some cases). It also prescribes how investments in associates and joint ventures should be tested for impairment.

15



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The amended standard is effective for annual periods beginning on or after January 1, 2013. Entities that elect to early adopt this standard must also adopt the other standards included in the 'suite of five' standards on consolidation, joint arrangements and disclosures: IFRS 10, Consolidated Financial Statements , IFRS 11, Joint Arrangements , IFRS 12, Disclosure of Interests in Other Entities , and IAS 27 (2011), Separate Financial Statements . The Company intends to adopt the amendments to IAS 28 in its financial statements for the annual period beginning October 1, 2013. The Company does not expect the amendments to IAS 28 to have a material impact on the financial statements.

IAS 32 Financial Instruments: Presentation

Amendments to IAS 32, Financial Instruments: Presentation , clarifies that an entity currently has a legally enforceable right to off-set financial assets and liabilities if that right is: not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The amendments to IAS 32 are to be applied retrospectively. The Company intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning October 1, 2014. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine . The interpretation, which has an effective date for annual periods beginning on or after January 1, 2013, sets out the accounting for overburden waste removal (stripping) costs in the production phase of a surface mine. The interpretation requires recognition of production stripping costs that improve access to ore to be mined in the future as a non-current asset if, and only if, all the following criteria are met:

  • It is probable that future economic benefits will flow to the entity;
  • The entity can identify the component of the ore body for which access has been improved; and
  • The costs relating to the stripping activity associated with that component can be measured reliably.

Subsequent to initial recognition, the life of the component will determine the period of depreciation; it will differ from the life of the mine unless the stripping activity improves access to the whole of the remaining ore body.

When the costs of the stripping activity asset versus inventory produced are not separately identifiable, the entity allocates production stripping costs between the two based on a ‘relevant’ production measure.

For companies with existing asset balances related to stripping activity on the date of adoption, existing balances which do not relate to an identifiable component of ore body are written off against opening retained earnings. Existing asset balances which relate to production stripping not written off will be reclassified as part of an existing asset to which the stripping activity relate and depreciated over the remaining expected useful life of the identified component to which it relates. The Company intends to adopt the interpretation in its financial statements for the annual period beginning on October 1, 2013. The Company does not expect the interpretation to have a material impact on the financial statements.

Critical accounting estimates and judgments

The preparation of these consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.

16



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant estimates made by management include:

  a.

Reserves and resources

     
 

Proven and probable reserves are the economically mineable parts of the Company’s measured and indicated mineral resources demonstrated by at least a preliminary feasibility study. The Company estimates its proven and probable reserves and measured, indicated and inferred mineral resources based on information compiled by appropriately qualified persons. The information relating to the geological data on the size, depth and shape of the ore body requires complex geological judgments to interpret the data. The estimation of future cash flows related to proven and probable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the proven and probable reserves or measured, indicated and inferred mineral resources estimates may impact the carrying value of property, plant and equipment, goodwill, reclamation and remediation obligations, recognition of deferred tax amounts and depreciation, depletion and amortization.

     
  b.

Depreciation, depletion and amortization of property, plant and equipment

     
 

Property, plant and equipment comprise a large component of the Company’s assets and, as such, the depreciation and amortization of those assets have a significant effect on the Company’s financial statements. Depreciation and amortization of property, plant and equipment used in production is calculated on a straight line basis or a unit-of-production basis as appropriate.

     
 

Plant and equipment assets depreciated using a straight-line basis results in the allocation of production costs evenly over the assets useful life defined as a period of time. Plant and equipment assets depreciated on a units-of-production basis results in the allocation of production costs based on current period production in proportion to total anticipated production from the facility.

     
 

Mineral property assets are amortized using a unit-of-production basis that allocates the cost of the asset to production cost based on the current period’s mined ore as a proportion of the total estimated resources in the related ore body. The process of making these estimates requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of production, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

     
 

Changes in these estimates may materially impact the carrying value of the Company’s property, plant and equipment and the recorded amount of amortization, depletion and depreciation.

     
  c.

Valuation of long-lived assets

     
 

The Company undertakes a review of the carrying values of property, plant and equipment and intangibles whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, the management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, forecast commodity prices, future operating and capital costs and reclamation costs to the end of the mine or mill’s life. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of plant, property and equipment and intangibles.

17



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

  d.

Inventories

     
 

The Company values its concentrates, work in process and ore stockpile inventories at the lower of cost or net realizable value at the end of the reporting period. Costs represent the average cost, and include direct labor and materials costs, mine and mill site overhead, plant and equipment depreciation, mineral property amortization and stockpile depletion. Net realizable value is based on estimated future commodity prices and estimated costs required to convert work in process and ore stockpile inventories into saleable form.

     
 

These estimates are subject to change from period-to-period which may materially impact the carrying value of the Company’s inventories resulting in inventory write-downs and recoveries.

     
  e.

Business combinations

     
 

Management uses judgment in applying the acquisition method of accounting for business combinations and in determining fair values of the identifiable assets and liabilities acquired. The value placed on the acquired assets and liabilities, including identifiable intangible assets, will have an effect on the amount of goodwill or bargain purchase gain that the Company may record on an acquisition. Changes in economic conditions, commodity prices and other factors between the date that an acquisition is announced and when it finally is consummated can have a material difference on the allocation used to record a preliminary purchase price allocation versus the final purchase price allocation which can take up to one year after acquisition to complete.

     
  f.

Decommissioning liabilities

     
 

Decommissioning liabilities are recorded as a liability when the asset is initially constructed. The Company has accrued its best estimate of its share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future.

4. ACQUISITION OF TITAN URANIUM INC.

On December 5, 2011, the Company and Titan Uranium Inc. (“Titan”) entered into an agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (“Arrangement”), all of the outstanding common shares of Titan. Titan’s primary U.S. mineral property is the Sheep Mountain Project located about 8 miles south of Jeffrey City, Wyoming.

The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. The Arrangement has been approved by the Toronto Stock Exchange and was approved by the Supreme Court of British Columbia on February 21, 2012. The acquisition was completed on February 29, 2012.

Pursuant to the Arrangement, Titan shareholders received 0.68 of an EFI common share for each common share of Titan. Under the terms of the Arrangement, all outstanding warrants of Titan became exercisable for common shares in EFI. The number of shares received upon exercise and the exercise price of Titan’s outstanding share purchase warrants were adjusted proportionately to reflect the share exchange ratio. Under the terms of the Arrangement, all Titan options expired on the business day preceding the transaction close date.

18



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

4. ACQUISITION OF TITAN URANIUM INC. (continued)

The cost of acquisition included the fair value of the issuance of the following instruments: 89,063,997 Energy Fuels common shares at C$0.36 per share aggregating to C$32,063,039 ($32,498,519), plus 14,926,881 share purchase warrants of Energy Fuels, with an average exercise price of C$0.63 per share and a fair value of $540,853.

Acquisition costs totaled $1,214,384, including the issuance of 1,256,489 EFI common shares to an associate of a shareholder, valued at $430,772 in satisfaction of the advisory fee, bringing the total purchase price to $34,253,756. The value of the Energy Fuels shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the fair value of the warrants of Titan assumed as part of the acquisition:

  Risk-free rate 0.92% - 0.94%
  Expected life 0.76 – 1.43 years
  Expected volatility 74% - 106%
  Expected dividend yield 0.0%

The transaction was accounted for as an asset acquisition and the cost of each item of property, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.

The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

  $  
89,063,997 common shares of EFI   32,498,519  
Fair value of warrants assumed (Note 14)   540,853  
Transaction costs incurred   1,214,384  
   Purchase consideration   34,253,756  
The purchase price was allocated as follows:      
   Cash and cash equivalents   297,878  
   Marketable securities   3,446,179  
   Treasury shares   371,096  
   Prepaid expenses and other assets   221,488  
   Property, plant and equipment (1)   34,366,047  
   Restricted cash   2,007,119  
   Accounts payable and accrued liabilities   (3,025,602 )
   Loans and borrowings   (1,102,891 )
   Due to related parties   (1,026,453 )
   Decommissioning liability   (1,301,105 )
     Net identifiable assets   34,253,756  

(1) The two properties included as part of property, plant and equipment are the Sheep Mountain property in Wyoming and the Green River property located in the San Rafael district of Utah.

19



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

5. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED

On May 23, 2012, the Company and Denison Mines Corp. (“Denison”) entered into an Arrangement Agreement (“Arrangement”) whereby EFI would acquire from Denison (the “Acquisition”) (i) all of the issued and outstanding shares of Denison Mines Holding Corp. (“DMHC”) (ii) all of the issued and outstanding shares of White Canyon Uranium Limited (“White Canyon”), and (iii) all indebtedness of DMHC, White Canyon and their direct and indirect subsidiaries (collectively, the “Denison US Mining Division”) owing to Denison and any affiliates of Denison (other than members of the Denison US Mining Division). The Terms of the Arrangement required EFI to distribute 425,440,872 common shares to Denison shareholders on a pro-rata basis such that Denison shareholders receive approximately 1.106 common shares of EFI for each common share of Denison owned.

The shareholders of EFI and the shareholders of Denison approved the Arrangement at their respective Special Meetings held on June 25, 2012. The Arrangement was approved by the Toronto Stock Exchange on June 7, 2012 and was approved by the Ontario Superior Court of Justice on June 27, 2012. The Acquisition was completed on June 29, 2012.

The Acquisition of Denison US Mining Division was consistent with EFI’s strategy of building a fully-integrated uranium and vanadium production company in the western U.S. The Acquisition provides a number of benefits including operational synergies, a potential to accelerate the rate of development of EFI’s mineral properties, increase throughput of mill feed and create a strategic platform for continued uranium property consolidation in the western U.S.

The cost of the Acquisition included the fair value of the issuance of 425,440,872 EFI common shares at C$0.19, for a total purchase price of $79,322,174. Acquisition costs totaled $2,564,578, including the issuance of 4,373,917 EFI common shares to Dundee Securities Ltd., valued at $981,300 in satisfaction of the stock component portion of their advisory fee. The value of the Energy Fuels shares issued was calculated using the common share price of the Company’s shares on the date the Acquisition closed.

The transaction was accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction, Energy Fuels controls the board of directors with eight of the ten board seats, majority of senior management posts, and has overall control of the day-to-day activities of the combined entities. The accounting for the acquisition has been done on a preliminary basis taking into account the information available at the time these consolidated financial statements were prepared.

20



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

5. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED (continued)

The purchase price allocation remains preliminary and is therefore subject to further adjustment prior to the end of the third quarter of 2013 for the completion of the valuation process and analysis of resulting tax effects. Final valuations of the assets and liabilities are not yet complete due to the timing of the Acquisition and complexities inherent in the valuation process. The Company has adjusted the preliminary purchase price allocation to adjust inventory stockpiles by $10,969,573 as well as to recognize an intangible asset of $15,851,364 for the estimated fair value of customer contracts acquired. The adjustments recorded resulted in an increase in gain on bargain purchase of $4,881,791 from the amount previously reported. The current preliminary aggregate fair values of assets acquired and liabilities assumed were as follows on the Acquisition date:

Purchase price      
   Issuance of 425,440,872 common shares of EFI $  79,322,174  

Fair value of assets and liabilities acquired   Fair Value  
      Cash and cash equivalents $  552,498  
      Trade and other receivables   241,493  
      Inventories   31,530,279  
      Prepaid expenses and other assets   302,750  
      Property, plant and equipment   84,941,468  
      Intangible assets   15,851,364  
      Restricted cash (1)   24,964,638  
      Accounts payable and accrued liabilities   (7,802,056 )
      Deferred revenue   (1,150,275 )
      Decommissioning liabilities   (13,894,946 )
    135,537,213  
   Gain on purchase (2)   (56,215,039 )
  $  79,322,174  

  (1)

Cash, cash equivalents and fixed income securities posted as collateral for various bonds with state and federal regulatory agencies for estimated reclamation costs associated with the decommissioning liability of the White Mesa mill and plant, property and equipment.

     
  (2)

The Acquisition of DMHC and White Canyon resulted in a preliminary gain on bargain purchase as a result of the excess of the estimated fair value of the assets and liabilities acquired over the purchase price. This gain is preliminary and subject to final fair value adjustments which are expected to be completed by the quarter-ended March 31, 2013.

Pro forma information

Unaudited pro forma results of operations have been prepared as if the Denison US Mining division acquisition had occurred at October 1, 2011. The unaudited pro forma consolidated financial statement information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Any potential synergies that may be realized and integration costs that may be incurred have been excluded from the unaudited pro forma financial statement information. No adjustments were required in this unaudited pro forma consolidated financial statement information as a result of the effects of purchase accounting.

For the year ended September 30, 2012, pro forma consolidated revenue and net income would have been $94.3 million and $18.4 million, respectively. The pro forma net income included a total of $2.5 million of acquisition costs incurred in connection with the acquisition.

21



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

6. MARKETABLE SECURITIES

Marketable securities are classified as available-for-sale, are stated at their fair values, and consist of the following:

    September 30,     September 30,     October 1,  
    2012     2011     2010  
  $   $   $  
                   
Mega Uranium Ltd.                  
10,000,000 common shares   1,626,512     -     -  
    1,626,512     -     -  

The Company has classified its investment in Mega Uranium Ltd. (“Mega”) as an available-for-sale investment. During the year ended September 30, 2012, the Company recorded an impairment charge of $1,786,778 in the statement of operations related to the fair value adjustment of this financial asset as it was determined that the decline in market value was significant. If the Company had not recorded the impairment charge of $1,786,778, the Company would have recorded the fair value change in other comprehensive income (loss).

The investment in Mega is classified as Level 1 in the fair value hierarchy outlined in IFRS 7 Financial Instruments: Disclosures as their fair value has been determined based on a quoted price in an active market.

7. TRADE AND OTHER RECEIVABLES

    September 30,     September 30,     October 1,  
    2012     2011     2010  
  $   $   $  
Trade receivables - mineral concentrate sales   12,807,500     -     -  
Trade receivables - bond (Note 18)   861,372     -     -  
Trade receivables - other   1,044,409     -     -  
Notes receivable (1)   554,565     509,154     -  
    15,267,846     509,154     -  

  (1)

Includes $509,154 promissory note receivable from Aldershot Resources Ltd. (“Aldershot”) which holds a 50% interest in the Colorado Plateau Partners LLC (“CPP”) joint venture with EFRC. The promissory note was canceled on October 1, 2012 as a result of EFRC’s acquisition of Aldershot’s 50% joint venture interest in CPP (Note 21).

22



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

8. INVENTORIES

    September 30,     September 30,     October 1,  
    2012     2011     2010  
  $   $   $  
   Uranium concentrates and work-in-progress   11,481,132     -     -  
   Inventory of ore in stockpiles   17,587,363     -     -  
   Raw materials and consumables   4,204,181     -     -  
    33,272,676     -     -  
Inventories - by duration                  
   Current   30,328,167     -     -  
   Long-term - ore in stockpiles   2,944,509     -     -  
    33,272,676     -     -  

The current portion of Inventory of ore in stockpiles represents ore that will be processed within the next twelve months of planned mill production.

23



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

9. PROPERTY, PLANT AND EQUIPMENT

 

  Plant and     Mineral Properties     Total  

 

  equipment     Operating     Pre-development        

 

              and non-operating        

Cost

                       

Balance at October 1, 2010

$  12,761,467   $  -   $  17,073,132   $  29,834,599  

   Additions

  1,732,143     -     3,469,868     5,202,011  

   Effect of movements in exchange rates

  (216,958 )   -     (285,950 )   (502,908 )

Balance at September 30, 2011

  14,276,652     -     20,257,050     34,533,702  

   Acquisition of Titan Uranium (Note 4)

  42,917     -     34,323,130     34,366,047  

   Acquisition of Denison US Mining

  37,866,006     16,561,145     30,508,980     84,936,131  

   Division (Note 5)

                       

   Additions

  2,180,305     2,111,595     5,393,725     9,685,625  

   Disposals

  (516,173 )   -     -     (516,173 )

Balance at September 30, 2012

$  53,849,707   $  18,672,740   $  90,482,885   $  163,005,332  

Depreciation, depletion, disposals and impairment

                   

Balance at October 1, 2010

$  983,568   $  -   $  -   $  983,568  

   Depreciation for the year

  274,456     -     -     274,456  

   Effect of movements in exchange rates

  (16,474 )   -     -     (16,474 )

Balance at September 30, 2011

  1,241,550     -     -     1,241,550  

   Depreciation for the year

  2,663,071     -     -     2,663,071  

   Depletion for the year

  -     2,336,381     -     2,336,381  

   Disposals for the year

  (342,549 )   -     -     (342,549 )

   Impairment (1)

  12,027,555     -     11,994,005     24,021,560  

Balance at September 30, 2012

$  15,589,627   $  2,336,381   $  11,994,005   $  29,920,013  

 

                       

Carrying amounts

                       

At October 1, 2010

$  11,777,899   $  -   $  17,073,132   $  28,851,031  

At September 30, 2011

$  13,035,102   $  -   $  20,257,050   $  33,292,152  

At September 30, 2012

$  38,260,080   $  16,336,359   $  78,488,880   $  133,085,319  

  (1)

Impairment of Piñon Ridge Mill

     
 

Due to the acquisition of DMHC (Note 5) which resulted in the Company acquiring the White Mesa Mill, a fully operational uranium mill, the Company assessed the recoverable amount of Piñon Ridge Mill site for which the Company is incurring costs to obtain the mill permit. The Company estimated that the recoverable amount of Piñon Ridge Mill site based on fair value less cost to sell, considering comparable sales price per acre for nearby land. Based on the assessment, the carrying value of the Piñon Ridge mill was determined to be $12.0 million higher than its recoverable amount, and an impairment loss was recognized in profit and loss for the year ended September 30, 2012.

24



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

9. PROPERTY, PLANT AND EQUIPMENT (continued)

  (2)

Impairment of exploration and evaluation assets

     
 

During the year ended September 30, 2012, as a result of the drop in the U3O8 spot price through September 30, 2012, the Company's decisions to place the Beaver and Daneros mines on stand-by status and the fact that the Company has not budgeted any material investment in its exploration and evaluation assets, the Company tested its exploration and evaluation assets (excluding any assets acquired pursuant to the acquisitions of Titan, DMHC and White Canyon) for impairment and recognized an impairment loss of $11,994,005. A summary of the impairment charge by asset is provided below.


    Year ended     Year ended  
    September 30,     September 30,  
    2012     2011  
District and Prospect Name $   $  
US Properties            
   Whirlwind Mine Area   8,121,492     -  
   La Sal-Energy Queen District   1,257,610     -  
   San Rafael Area   4,700     -  
   Gateway District   470,947     -  
   Uravan District   488,720     -  
   Other Areas-WY, NM   -     -  
   Moab Area   302,148     -  
   Slick Rock District   397,447     -  
   Sage Plain District   493,101     -  
         Subtotal   11,536,165     -  
Joint Ventures            
   Colorado Plateau JV   428,494     -  
   West Lisbon JV   29,346     -  
Total   11,994,005     -  

The Company used the precedent transactions method for impairment testing to estimate recoverable amounts and analyzed select transactions which occurred subsequent to the drop in the price of U3O8 following the Fukushima earthquake in Japan which significantly and adversely impacted exploration and development asset valuations in the uranium sector.

Pre-development and non-operating properties

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

25



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

9. PROPERTY, PLANT AND EQUIPMENT (continued)

The following is a summary of the carrying value of pre-development non-operating property expenses after giving effect to the impairment of assets discussed above, shown by area of interest:

    September 30,     September 30,     October 1,  
    2012     2011     2010  
  $   $   $  
US Properties                  
   Whirlwind Mine Area   3,325,880     11,084,965     10,438,179  
   La Sal-Energy Queen District   1,893,570     2,617,001     2,402,205  
   San Rafael Area   3,203,783     3,189,988     2,014,363  
   Gateway District   140,369     881,035     772,708  
   Uravan District   297,881     708,340     569,647  
   Other Areas-WY, NM   46,156     43,586     3,836  
   Moab Area   -     296,151     282,604  
   Slick Rock District   87,574     433,257     377,960  
   Sage Plain District   975,003     -     -  
   Colorado Plateau (Note 5) (1)   1,844,080     -     -  
   Henry Mountains (Note 5) (1)   14,450,296     -     -  
   Daneros (Note 5) (1)   8,921,745     -     -  
   Arizona Strip (Note 5) (1)   7,803,000     -     -  
   Sheep Mountain (Note 4)   34,681,636     -     -  
         Subtotal   77,670,973     19,254,323     16,861,502  
Joint Ventures                  
   Colorado Plateau JV   817,907     974,512     187,455  
   West Lisbon JV   -     28,215     24,175  
Balance   78,488,880     20,257,050     17,073,132  

(1)

Properties acquired in the Denison transaction are located in the following areas: the Henry Mountains uranium complex in southern Utah, the Arizona Strip properties in Arizona, the Colorado Plateau properties straddling the Colorado and Utah border, and the Daneros uranium properties in the White Canyon district of southeastern Utah.

26



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

10. INTANGIBLE ASSETS

    Sales contracts     Total  
Cost            
Balance at October 1, 2010 $  -   $  -  
   Additions   -     -  
   Effect of movements in exchange rates   -     -  
Balance at September 30, 2011   -     -  
   Acquisition of Denison US Mining Division (Note 5)   15,851,364     15,851,364  
Balance at September 30, 2012 $  15,851,364   $  15,851,364  
             
Amortization            
Balance at October 1, 2010 $  -   $  -  
   Depreciation for the year   -     -  
   Effect of movements in exchange rates   -     -  
Balance at September 30, 2011   -     -  
   Amortization for the year   1,942,536     1,942,536  
Balance at September 30, 2012 $  1,942,536   $  1,942,536  
             
Carrying amounts            
At October 1, 2010 $  -   $  -  
At September 30, 2011 $  -   $  -  
             
At September 30, 2011 $  -   $  -  
At September 30, 2012 $  13,908,828   $  13,908,828  

Amortization

Amortization is allocated to the cost of inventory and is recognized in selling, general and administrative as inventory is sold.

27



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

11. DECOMMISSIONING LIABILITIES AND RESTRICTED CASH

The following table summarizes the Company’s decommissioning liabilities:

    September 30,     September 30,     October 1,  
    2012     2011     2010  
  $   $   $  
Reclamation obligations, beginning of year   465,752     428,732     285,000  
   Revision of estimate   (45,953 )   37,020     143,732  
   Liability from acquisition of Titan (Note 4)   1,301,105     -     -  
   Liability from acquisition of Denison US   13,894,946     -     -  
   Mining Division (Note 5)                  
   Accretion   108,108     -     -  
Reclamation obligations, end of year   15,723,958     465,752     428,732  
Site restoration liability by location:                  
   Exploration drill holes   42,550     13,451     12,490  
   Whirlwind Mine   209,460     222,266     204,546  
   Energy Queen Mine   216,781     230,035     211,696  
   Sheep Mountain   1,330,120     -     -  
   White Mesa Mill   10,469,521     -     -  
   Colorado Plateau   1,253,141     -     -  
   Henry Mountains   416,760     -     -  
   Daneros   74,010     -     -  
   Arizona Strip   1,711,615     -     -  
    15,723,958     465,752     428,732  
Site restoration liability:                  
   Current   42,550     13,451     12,490  
   Non-current   15,681,408     452,301     416,242  
    15,723,958     465,752     428,732  

The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted using risk-free interest rate ranging from 1.60% to 2.67% based on the 10-year and 20-year US Treasury rates. The total undiscounted decommissioning liability as at September 30, 2012 is $26,646,677 (September 30, 2011 - $491,174) (October 1, 2010 - $ $496,752). Reclamation costs are expected to be incurred between 2013 and 2040.

28



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

11. DECOMMISSIONING LIABILITIES AND RESTRICTED CASH (continued)

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

 

  September 30,     September 30,  

 

  2012     2011  

 

$     $  

Restricted cash, beginning of year

  2,563,974     1,031,525  

   Restricted cash from acquisition of Titan (Note 4)

  2,007,119     -  

   Restricted cash from acquisition of Denison US Mining Division (Note 5)

  24,964,638     -  

   Additions (returns) for the year

  (1,010,361 )   1,532,449  

Restricted cash, end of year

  28,525,370     2,563,974  

Mill and mine reclamation

The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. The restricted cash will be released when the Company has reclaimed a mineral property. During the year ended September 30, 2012, the Company had a net return of $1,010,361 from its collateral account (September 30, 2011 – ($1,532,449)).

12. LOANS AND BORROWINGS

The contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost, are as follows.

 

  September 30,     September 30,     October 1,  

 

  2012     2011     2010  

 

$   $   $  

Current portion of loans and borrowings

                 

 Secured note (1)

  250,180     -     -  

 Convertible debentures (2)

  354,156     -     -  

 Finance leases and other

  119,339     1,076     14,721  

 

  723,675     1,076     14,721  

Long-term loans and borrowings

                 

 Secured note (1)

  602,313     -     -  

 Convertible debentures (2)

  21,749,517     -     -  

 Finance leases and other

  413,422     -     1,085  

 

  22,765,252     -     1,085  

29



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

12. LOANS AND BORROWINGS (continued)

Terms and debt repayment schedule

Terms and conditions of outstanding loans were as follows:

 

                    September 30,     September 30,              

 

                    2012     2011     October 1, 2010  

 

                    $   $   $  

 

        Nominal                                            

 

        interest     Year of           Carrying           Carrying           Carrying  

 

  Currency     rate     maturity     Face value     amount     Face value     amount     Face value     amount  

 

                                                     

Secured note (1)

  USD     -     2016     1,125,720     852,493     -     -     -     -  

Convertible debentures (2)

  USD     8.5%     2017     22,364,542     22,103,673     -     -     -     -  

Finance leases and other

  USD     -     2013 -2017     566,212     532,761     1,118     1,118     16,145     16,145  

 

                    24,056,474     23,488,927     1,118     1,118     16,145     16,145  

  (1)

On October 12, 2011 the Company issued a secured note to Nuclear Energy Corporation LLC (“NUECO”) in the amount of $1,125,720 for the assignment of the Skidmore Mineral Lease (“Skidmore”). To date the Company has transferred cash in the amount of $125,000 to NUECO in accordance with the terms of the agreement. The remaining balance of the note is repayable on the following schedule: October 13, 2012 ($250,180), October 13, 2013 ($250,180), October 13, 2014 ($250,180), and October 13, 2015 ($250,180). This note is secured by the Skidmore lease. The current portion of this note is $250,180 and was paid as agreed on October 13, 2012.

     
  (2)

On July 24, 2012 the Company completed a bought deal public offering of 22,000 floating-rate convertible unsecured subordinated debentures maturing June 30, 2017 (the “Debentures”). The Debentures were issued at a price of C$1,000 ($979.60 per Debenture for gross proceeds of C$22,000,000 ($21,551,200) (the “Offering”). The Debentures are convertible into common shares at the option of the holder at a conversion price of C$0.30 per common share. Interest is paid in cash and in addition, unless an event of default has occurred and is continuing, the Company may elect, from time to time, subject to applicable regulatory approval, to satisfy its obligation to pay interest on the Debentures, on the date it is payable under the indenture (i) in cash; (ii) by delivering sufficient common shares to the debenture trustee, for sale, to satisfy the interest obligations in accordance with the indenture in which event holders of the Debentures will be entitled to receive a cash payment equal to the proceeds of the sale of such common shares; or (iii) any combination of (i) and (ii).

     
 

The Debentures will accrue interest, payable semi-annually in arrears on June 30 and December 31 of each year at a fluctuating rate, of not less than 8.5% and not more than 13.5%, indexed to the simple average spot price of uranium as reported on the Ux Weekly Indicator Price. Interest can be paid in cash or issuance of the Company’s common shares. The Debentures may be redeemed in whole or part, at par plus accrued interest and unpaid interest by the Company between June 30, 2015 and June 30, 2017 subject to certain terms and conditions, provided the volume weighted average trading price of the common shares of the Company on the TSX during the 20 consecutive trading days ending five days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price.

     
 

Upon redemption or at maturity, the Company will repay the indebtedness represented by the Debentures by paying to the debenture trustee in Canadian dollars an amount equal to the aggregate principal amount of the outstanding Debentures which are to be redeemed or which have matured, as applicable, together with accrued and unpaid interest thereon.

30



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

12. LOANS AND BORROWINGS (continued)

Subject to any required regulatory approval and provided no event of default has occurred and is continuing, the Company has the option to satisfy its obligation to repay the $1,000 principal amount of the Debentures, in whole or in part, due at redemption or maturity, upon at least 40 days’ and not more than 60 days’ prior notice, by delivering that number of common shares obtained by dividing the $1,000 principal amount of the Debentures maturing or to be redeemed as applicable, by 95% of the volume-weighted average trading price of the common shares on the TSX during the 20 consecutive trading days ending five trading days preceding the date fixed for redemption or the maturity date, as the case may be. The debentures are classified as FVTPL where the debentures are measured at fair value and changes are recognized in profit and loss. For the year ended September 30, 2012 the Company recorded a gain on revaluation of convertible debentures of $600,556 and transaction costs of $2,355,250 were expensed in profit and loss (2011 – nil).

13. RELATED PARTY TRANSACTIONS

  (1)

During the year ended September 30, 2012, Dundee Securities Ltd. served as one of the co-lead underwriters for the bought deal public offering of 22,000 floating -rate convertible unsecured subordinated debentures and received underwriting fees totaling $471,610. Dundee Securities Ltd. is a subsidiary of Dundee Corp., a shareholder of the Company which has two representatives on the Company's Board of Directors.

     
  (2)

During the year ended September 30, 2012, Dundee Securities Ltd. served as the Company’s lead agent for a private placement which closed June 29, 2012 and received agency fees totaling $264,410.

     
  (3)

During the year ended September 30, 2012, Dundee Securities Ltd. served as the Company’s financial advisor for the acquisition of DMHC which closed June 29, 2012 and received advisory fees totaling $1,471,929 in cash and EFI common shares

     
  (4)

During the year ended September 30, 2012, Dundee Securities Ltd. served as the Company’s financial advisor for the Titan transaction which closed February 29, 2012 and received advisory fees totaling $710,000 in cash and EFI common shares.

     
  (5)

The Company had recorded a loan in the amount of C$1,033,178 payable to Pinetree Resource Partnership (“Pinetree”), representing principal and interest due on loan advances made to Titan in December 2011 and January 2012. Pinetree is a shareholder of the company and has three representatives on the Company’s Board of Directors. This loan has since been repaid in full.

Key management personnel compensation

Key management includes the Company’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Operating Officer (COO), Chief Accounting Officer (CAO), General Counsel and Secretary and the directors. In addition to their salaries or directors fees, executive officers and directors also participate in the Company’s stock option plan (see Note 16).

Key management personnel compensation is comprised of the following:

    Year ended     Year ended  
    September 30,     September 30,  
    2012     2011  
Salaries and short-term employee benefits $  1,106,648   $  887,527  
Share-based payments   2,983,188     479,345  
  $  4,089,836   $  1,366,872  

31



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

14. CAPITAL STOCK AND CONTRIBUTED SURPLUS

Authorized capital stock

The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

Issued capital stock

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

 

  September 30, 2012     September 30, 2011  

 

  Shares     Amount $     Shares     Amount $  

Balance, beginning of year

  123,999,665     60,051,575     97,188,999     50,431,482  

   Shares issued for Titan Uranium asset purchase (Note 4)

  89,063,997     32,498,519     -     -  

   Shares issued for Titan advisory fees (Note 4)

  1,256,489     430,772     -     -  

   Shares issued for Denison US Mining merger (Note 5)

  425,440,872     79,322,174     -     -  

   Shares issued for Denison US Mining advisory fees (Note 5)

  4,373,917     981,300     -     -  

   Shares and warrants issued for public offering (1)

  -     -     23,000,000     7,538,234  

   Share issuance costs - public offering

  -     -     -     (433,805 )

   Share issuance costs - agent warrants

  -     -     -     (426,439 )

   Shares and warrants issued for private placement (2)

  35,500,500     6,548,820     -     -  

   Share issuance costs - private placement

  -     (722,100 )   -     -  

   Stock options exercised

  16,667     5,385     1,482,700     889,124  

   Shares issued in consideration for advance royalty payments (3)

  -     -     217,004     244,430  

   Shares issued in consideration for property acquisitions (3)

  -     -     2,110,962     2,222,938  

   Share issuance costs - other (3)

  -     -     -     (414,389 )

   Treasury shares (4)

  (1,046,067 )   (371,096 )   -     -  

Balance, end of year

  678,606,040     178,745,349     123,999,665     60,051,575  

(1)

On March 31, 2011, the Company completed a public offering for net proceeds of $10,836,557, net of cash costs totaling $996,943. A total of 23,000,000 units were issued at a price of C$0.50, with each unit comprising one Common Share and one- half of a warrant. Each whole warrant entitles the holder to purchase one Common Share at a price of C$0.65 per share until March 31, 2015. The fair value of the 11,500,000 full warrants that were issued on completion of the sale totaled $4,295,266 and this value was recorded in share purchase warrants which are a separate component of shareholders’ equity.

   
(2)

On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of C$0.23 per subscription receipt for gross total proceeds of $C8,165,115 ($8,012,427). Each subscription receipt was exchangeable into one unit of the Company upon completion of the acquisition of the US Mining Division of Denison Mines Corp. Each unit consisted of one common share and one- half of one warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of C$0.27 until June 22, 2015. The fair value of the 17,750,250 full warrants that were issued on the completion of the private placement totaled $1,463,607 and this value was recorded in contributed surplus which is a separate component of shareholders’ equity.

32



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

14. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

(3)

In November 2010 and in June 2011, the Company issued 217,004 common shares valued at $244,430 for the payment of advanced royalties. In February 2011, the Company issued 1,046,067 common shares valued at $1,210,487 to Titan Uranium Corp to acquire a 100% interest in the Hollie claim group. In addition, the Company issued 1,064,895 common shares valued at $1,012,451 to Nuvemco, LLC to acquire the Calliham mining lease. Share issuance costs related to these issuances as well as fees associated with the March 2011 short form prospectus totaled $414,389.

   
(4)

As a result of the Company’s acquisition of Titan the Company acquired ownership of 1,046,067 shares of EFI common stock. Such shares are treated as treasury shares at September 30, 2012 and are shown as a reduction of equity.

Share Purchase Warrants

          Exercise Price     Warrants  
Month Issued   Expiry Date     C$     Issued  
March 2011   March 31, 2015     0.65     11,500,000  
March 2011 (1)   October 1 2012     0.50     1,610,000  
February 2012 (2)   November 30, 2012     0.74     1,486,725  
February 2012 (2)   November 30, 2012     0.66     12,216,764  
February 2012 (2)   November 30, 2012     0.44     883,392  
February 2012   August 3, 2013     0.31     340,000  
June 2012   June 22, 2015     0.27     17,750,250  

(1)

These warrants expired unexercised on October 1, 2012

   
(2)

These warrants expired unexercised on November 30, 2012


 

  Weighted              

 

  Average              

 

  Exercise Price     September 30,     September 30,  

 

  C$     2012     2011  

Balance, beginning of year

  0.63     13,110,000     -  

   Warrants issued in connection with public offering

  0.65     -     11,500,000  

   Agent warrants issued in connection with public offering

  0.50     -     1,610,000  

   Warrants issued in exchange for Titan Warrants (Note 4)

  0.63     14,926,881     -  

   Warrants issued in connection with private placement

  0.27     17,750,250     -  

Balance, end of year

  0.49     45,787,131     13,110,000  

33



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

14. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

 

  September 30,     September 30,  

 

  2012     2011  

 

$   $  

Balance, beginning of year

  4,158,567     -  

   Warrants issued in connection with public offering (1)

  -     4,295,266  

   Share issuance costs

  -     (563,138 )

   Agent warrants issued in connection with public offering (2)

  -     426,439  

   Warrants issued in exchange for Titan Warrants (Note 4) (3)

  540,853     -  

   Warrants issued in connection with private placement (4)

  1,463,607     -  

   Share issuance costs

  (161,383 )   -  

Balance, end of year

  6,001,644     4,158,567  

(1)

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $4,295,266 of fair value for the 11,500,000 warrants issued in connection with the public offering:


  Risk-free rate 2.14%
  Expected life 4 years
  Expected volatility 105%
  Expected dividend yield 0.0%

(2)

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $426,439 of fair value for the 1,610,000 agent warrant issued in connection with the public offering:


  Risk-free rate 2.14%
  Expected life 1.5 years
  Expected volatility 105%
  Expected dividend yield 0.0%

(3)

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $540,853 of fair value for the 14,926,881 Titan warrants assumed as part of the acquisition:


  Risk-free rate 0.92% - 0.94%
  Expected life 0.76 – 1.43 years
  Expected volatility 74% - 106%
  Expected dividend yield 0.0%

(4)

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $1,463,607 of fair value for the 17,750,250 warrants issued in connection with the private placement:


  Risk-free rate 1.22%
  Expected life 3.0 years
  Expected volatility 82%
  Expected dividend yield 0.0%

34



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

14. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

Contributed surplus

    September 30,     September 30,  
    2012     2011  
  $   $  
Balance, beginning of year   13,808,989     13,199,345  
   Share-based compensation   4,099,129     869,831  
   Stock options exercised   (2,060 )   (260,187 )
Balance, end of year   17,906,058     13,808,989  

15. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share

The calculation of basic earnings per share at September 30, 2012 was based on the net income (loss) attributable to common shareholders of $16,973,227 (2011 – ($3,567,272)), and a weighted average number of common shares outstanding of 294,908,791 (2011 – 111,376,261).

Weighted average number of common shares (basic)

The following is a reconciliation of weighted average shares outstanding for the years ended September 30, 2012 and 2011:

 

  Year Ended     Year Ended  

 

  September 30,     September 30,  

 

  2012     2011  

Issued common shares at September 30

  123,999,665     97,188,999  

   Effect of own shares held

  (613,311 )   -  

   Effect of share options exercised

  7,626     1,165,433  

   Effect of shares issued related to a business combination

  109,514,453     -  

   Effect of shares issued in an asset acquisition

  52,955,025     1,490,322  

   Effect of shares issued in an equity financing

  9,045,333     11,531,507  

Balance, end of year

  294,908,791     111,376,261  

Diluted earnings (loss) per share

The calculation of diluted earnings per share at September 30, 2012 was based on net income (loss) attributable to common shareholders of $16,973,227 (2011 – ($3,567,272)) and a weighted average number of common shares outstanding of 295,124,856 (2011 – 111,376,261), after adjustment for the effects of all potential dilutive common shares, calculated as follows:

35



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

15. EARNINGS (LOSS) PER SHARE (continued)

Weighted average number of common shares (diluted)

 

  Year Ended     Year Ended  

 

  September 30,     September 30,  

 

  2012     2011  

Weighted average number of common shares (basic)

  294,908,791     111,376,261  

   Effect of share options issued

  216,065     -  

Weighted average number of common shares (diluted)

  295,124,856     111,376,261  

At September 30, 2012, 76,004,931 options and warrants (2011 – 19,730,300) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding.

16. SHARE-BASED PAYMENTS

Stock options

The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

For the year ended September 30, 2012, the Company granted 25,146,000 stock options (2011 – 1,880,000) to its employees, directors and consultants recording stock-based compensation expense of $3,635,846, net of $456,959 that was capitalized (2011 - $704,785, net of $129,166 capitalized). In addition, the Company also recorded stock-based compensation expense of $6,324 (2011 - $35,880) for those stock options granted in a prior year and which vested during the current year. Offsetting amounts were recognized as contributed surplus in the year.

The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the year:

  Risk-free rate 1.05% - 1.26%
  Expected life 3.0 – 4.50 years
  Expected volatility 93% - 102%
  Expected dividend yield 0.0%

36



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

16. SHARE-BASED PAYMENTS (continued)

The fair value of stock options granted during the year ended September 30, 2012 and 2011 is as follows:

 

  Year Ended     Year Ended  

 

  September 30, 2012     September 30, 2011  

 

$   $  

   75,000 options granted at C$0.62 on 10/18/10

  -     33,641  

   50,000 options granted at C$0.71 on 11/10/10

  -     24,474  

   1,755,000 options granted at C$0.51 on 04/13/11

  -     779,782  

   5,840,000 options granted at C$0.31 on 03/07/12

  1,308,162     -  

   136,000 options granted at C$0.39 on 03/07/12

  22,608     -  

   680,000 options granted at C$0.86 on 03/07/12

  110,785     -  

   3,240,000 options granted at C$0.23 on 08/13/12

  400,982     -  

   13,925,000 options granted at C$0.23 on 08/27/12

  2,065,635     -  

   1,225,000 options granted at C$0.23 on 09/01/12

  170,152     -  

   100,000 options granted at C$0.23 on 09/17/12

  14,481     -  

Value of stock options granted

  4,092,805     837,897  

The summary of the Company’s stock options at September 30, 2012 and 2011, and the changes for the fiscal years ending on those dates is presented below:

 

  As at September 30, 2012     As at September 30, 2011  

 

        Weighted           Range of     Weighted        

 

  Range of     Average           Exercise     Average        

 

  Exercise Prices     Exercise Price     Number of     Prices     Exercise Price     Number of  

 

  C$     C$     Options     C$     C$     Options  

Balance, beginning of year

  0.16 - 2.25     0.59     6,620,300     0.16 - 2.25     0.60     6,543,000  

Transactions during the year:

                                   

   Granted

  0.23 - 0.86     0.27     25,146,000     0.51 - 0.71     0.52     1,880,000  

   Exercised

  0.20     0.20     (16,667 )   0.20 - 0.45     0.43     (1,482,700 )

   Forfeited

  0.20 - 2.25     0.39     (643,333 )   2.25     2.25     (125,000 )

   Expired

  0.45     0.45     (68,500 )   0.45     0.45     (195,000 )

Balance, end of year

  0.16 - 2.25     0.33     31,037,800     0.16 - 2.25     0.59     6,620,300  

37



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

16. SHARE-BASED PAYMENTS (continued)

The following table reflects the actual stock options issued and outstanding as of September 30, 2012:

          Remaining     Number of     Number of     Number of  
    Exercise Price     Contractual     Options     Options     Options  
Expiry Date   C$     Life (Years)     Outstanding     Vested     Unvested  
 Nov-2012   0.45     0.12     481,800     481,800     -  
 Jan-2013   2.25     0.27     700,000     700,000     -  
 Feb-2014   0.35     1.35     600,000     600,000     -  
 Jul-2014   0.35     1.79     580,000     580,000     -  
 Oct-2014   0.35     2.06     150,000     150,000     -  
 Jun-2015   0.16     2.72     12,500     12,500     -  
 Jul-2015   0.20     2.78     795,000     795,000     -  
 Jul-2015   0.17     2.81     12,500     12,500     -  
 Aug-2015   0.30     2.85     900,000     900,000     -  
 Oct-2015   0.62     3.05     75,000     75,000     -  
 Nov-2015   0.71     3.11     50,000     50,000     -  
 Apr-2016   0.51     3.54     1,665,000     1,665,000     -  
 Mar-2015   0.39     2.43     136,000     136,000     -  
 Mar-2016   0.86     3.44     680,000     680,000     -  
 Mar-2017   0.31     4.44     5,710,000     5,710,000     -  
 Aug-2017   0.23     4.87     3,240,000     3,240,000     -  
 Aug-2017   0.23     4.91     13,925,000     13,925,000     -  
 Sep-2017   0.23     4.92     1,225,000     1,225,000     -  
 Sep-2017   0.23     4.97     100,000     100,000     -  
          4.26     31,037,800     31,037,800     -  

17. INCOME TAXES

The components of income tax expense (recovery) at September 30, 2012 and 2011 is as follows:

    September 30,     September 30,  
    2012     2011  
Current income tax: $  -   $  -  
Deferred income tax:   -     -  
  $  -   $  -  

38



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

17. INCOME TAXES (continued)

A reconciliation of income tax expense (recovery) and the product of accounting income before income tax, multiplied by the combined Canadian federal and provincial statutory income tax rate for the years ended September 30, 2012 and 2011 is as follows:

 

  Year ended     Year ended  

 

  September 30,     September 30,  

 

  2012     2011  

Income (loss) before income taxes

$  16,973,200   $  (3,567,300 )

Combined federal and provincial rate

  26.88%     28.75%  

 

           

Expected income tax expense (recovery)

  4,562,400     (1,025,600 )

 

           

   Stock based compensation

  979,000     212,600  

   Non-taxable items

  (15,219,700 )   (55,100 )

   Foreign tax rate differences

  2,971,900     (243,900 )

   Change in previously unrecognized temporary differences

  6,706,400     1,112,000  

Income tax expense (recovery)

$  -   $  -  

The significant components of the Company's deferred income tax assets (liabilities) are as follows:

    September 30,     September 30,     September 30,  
    2012     2011     2010  
                   
Deferred tax asset:                  
   Net operating losses $  9,306,600   $  81,000   $  14,000  
Deferred income tax asset   9,306,600     81,000     14,000  
                   
Deferred tax liabilities:                  
   Intangibles   (5,695,700 )   -     -  
   Property, plant and equipment   (1,895,800 )   (81,000 )   (14,000 )
   Inventories and short-term investments   (1,715,100 )   -     -  
    (9,306,600 )   (81,000 )   (14,000 )
Deferred tax assets - net $  -   $  -   $  -  

The aggregate amount of taxable temporary differences associated with investments in subsidiaries, for which deferred tax liabilities have not been recognized, as at September 30, 2012 is $55,773,000 (September 30, 2011, - nil).

Unrecognized Deferred Tax Assets

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

    September 30,     September 30,     September 30,  
    2012     2011     2010  
Non capital losses $  164,173,100   $  27,704,400   $  23,125,300  
Mineral properties and deferred costs   28,958,500     9,587,600     10,339,700  
Reclamation and remediation obligations   15,724,000     421,700     347,000  
Other   6,405,100     1,573,900     1,440,000  

39



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

17. INCOME TAXES (continued)

At September 30, 2012 and September 30, 2011 the Company did not recognize the benefit related to the deferred tax assets for the above related items in the financial statements as management did not consider it probable that the Company will be able to realize the deferred tax assets in the future.

The following table summarizes the Company's non-capital losses and net operating losses that can be applied against future taxable profit.

Country   Type     Amount     Expiry Date  
Canada   Non-capital losses   $  32,841,000     2014 - 2032  
United States   Net operating losses     154,060,000     2026 - 2032  

18. SUPPLEMENTAL FINANCIAL INFORMATION

The components of revenues are as follows:

    September 30,     September 30,  
    2012     2011  
  $   $  
             
   Uranium concentrates   24,939,386     -  
   Alternate feed processing and other   88,224     -  
Revenues   25,027,610     -  

The components of finance income are as follows:

    September 30,     September 30,  
    2012     2011  
  $   $  
Interest income   183,463     11,492  
Finance income   183,463     11,492  

The components of finance expense are as follows:

    September 30,     September 30,  
    2012     2011  
  $   $  
Accretion   (108,108 )   -  
Interest expense   (462,627 )   (396 )
Foreign exchange loss   (295,279 )   383,783  
Gain on revaluation of convertible debentures   600,556     -  
Impairment of marketable securities   (1,786,778 )   -  
Finance expense   (2,052,236 )   383,387  

40



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

18. SUPPLEMENTAL FINANCIAL INFORMATION (continued)

A summary of transaction costs recognized in the consolidated statement of comprehensive income (loss) is as follows:

    September 30,     September 30,  
    2012     2011  
  $   $  
   Acquisition of Denison US Mining Division   2,534,578     -  
   Convertible debentures   2,355,250     -  
Transaction costs   4,889,828     -  

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

    September 30,     September 30,  
    2012     2011  
  $   $  
Recognized in production cost of sales   760,619     -  
Recognized in inventories   2,965,793     -  
Recognized in property, plant and equipment   1,198,147     165,425  
Recognized in selling, general and adminstrative   2,017,429     109,031  
Depreciation, depletion and amortization   6,941,988     274,456  

A summary of employee benefits expense recognized in the consolidated financial statements is as follows:

    September 30,     September 30,  
    2012     2011  
  $   $  
Recognized in property, plant and equipment            
   Salaries and short-term employee benefits   6,248,320     184,512  
   Share-based compensation   456,959     424,140  
    6,705,279     608,652  
Recognized in statement of comprehensive income (loss)            
   Salaries and short-term employee benefits   2,595,541     1,187,484  
   Share-based compensation   3,642,170     311,518  
    6,237,711     1,499,002  
Employee benefits expenses   12,942,990     2,107,654  

41



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

18. SUPPLEMENTAL FINANCIAL INFORMATION (continued)

The change in non-cash working capital items in the consolidated statements of cash flows is as follows:

    September 30,     September 30,  
    2012     2011  
  $   $  
Change in non-cash working capital items:            
   Change in trade and other receivables   (14,517,199 )   -  
   Change in inventories   5,985,840     -  
   Change in prepaid expenses and other assets   232,661     (347,045 )
   Change in accounts payable and accrued liabilities   (111,969 )   23,396  
Change in non-cash working capital items   (8,410,667 )   (323,649 )

19. COMMITMENTS AND CONTINGENCIES

General legal matters

The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

Mineral property commitments

The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually and are expected to total $1.9 million for the year ended September 30, 2013.

Piñon Ridge Mill license bonding

On June 13, 2012, Denver District Court ruled in favor of the Colorado Department of CDPHE and the Company on the ten substantive environmental, health and safety claims in the case challenging CDPHE’s issuance of a radioactive materials license (“License”) for the operation of the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering a time-limited administrative hearing on the issuance of the License. The License has been set aside, pending the outcome of the hearing. The hearing was conducted on November 7 – 13, 2012 and a new licensing decision must be issued by CDPHE within 270 days of July 5, 2012.

In 2011, the Company transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component. To fulfill the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. As of September 30, 2012 CDPHE had agreed to release the funds for the $844,400 long-term care fund cash bond with interest and that money was subsequently received on October 10, 2012. In addition, CDPHE had agreed to release the decommissioning liability. These funds were released in November 2012. If the radioactive materials license were to be reissued these funds would be resubmitted to CPDHE.

Three additional prepayments of the decommissioning warranty were to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until the next construction season. The timetable for submitting the remaining payments was revised to September 7, 2012 ($2,898,260), March 7, 2013 ($6,401,920) and September 7, 2013 ($396,810). These payments are delayed indefinitely pending the outcome of the hearing.

42



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

19. COMMITMENTS AND CONTINGENCIES (continued)

The Company is committed to payments under various operating leases and purchase agreements. The future minimum payments are as follows:

 

  2013     2014     2015     2016     2017     Thereafter     Total  

As at September 30, 2012

$   $   $   $   $   $   $  

Rent (1)

  491,182     527,940     540,371     369,383     369,735     -     2,298,611  

Office expenses

  37,989     31,913     2,918     -     -     -     72,821  

Consumable materials contracts

  4,679,065     -     -     -     -     -     4,679,066  

Reclamation expenditures

  42,550     1,704,020     761,804     -     -     24,138,303     26,646,677  

 

  5,250,785     2,263,873     1,305,092     369,383     369,735     24,138,303     33,697,175  

  (1)

Included are the Company’s new office lease and the lease for office space occupied by Denison which has been sublet beginning January 1, 2013.

20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Fair value hierarchy:

Financial instruments recorded at fair value on the balance sheet are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.
Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
Level 3 – Reflects inputs that are not based on observable market data.

The following table illustrates the classification of the Company’s financial instruments carried at fair value within the fair value hierarchy as of September 30, 2012:

    Level 1     Level 2     Level 3     Total  
Marketable securities   1,626,512     -     -     1,626,512  
Convertible debentures   22,103,673     -     -     22,103,673  
$  23,730,185   $  -   $  -   $  23,730,185  

(b) Fair values:

As at September 30, 2012, the fair values of cash and cash equivalents, restricted cash, short-term deposits, receivables, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.

(c) Credit risk:

Credit risk relates to cash and cash equivalents and trade and other receivables and arises from the possibility that any counterparty to an instrument fails to perform. The Company only transacts with highly-rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. The Company’s sales are attributable mainly to three multinational utilities. As at September 30, 2012, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, trade receivables and taxes recoverable.

43



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

The aging of trade and other receivables at the reporting date that were not impaired were as follows:

    September 30,     September 30,  
    2012     2011  
  $   $  
Neither past due or impaired   15,267,846     509,154  
   Past due 1-30 days   -     -  
   Past due 31-90 days   -     -  
   Past due 91-120 days   -     -  
    15,267,846     509,154  

(d) Liquidity risk:

Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 12 and 14. The Company has $44,080,305 of working capital as at September 30, 2012 (2011 - $6,788,823). Accounts payable and accrued liabilities, current portion of notes payable and current taxes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in Notes 11 and 19.

The following are the contractual maturities of financial liabilities (undiscounted) outstanding as at September 30, 2012:

    < 1 year     1 to 2 years     2 to 5 years     Thereafter     Total  
Accounts payable and accrued liabilities $  15,347,239   $  -   $  -   $  -   $  15,347,239  
Loans and borrowings   2,161,166     2,161,166     24,775,888     -     29,098,220  
  $  17,508,405   $  2,161,166   $  24,775,888   $  -   $  44,445,459  

(e) Foreign Currency Risk:

The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

The following table summarizes, in United States dollar equivalents, the Company’s major foreign currency exposures as of September 30, 2012:

Cash and cash equivalents $  7,877,164  
   Total $  7,877,164  

44



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at September 30, 2012 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

  Change for Increase (decrease) in net
  Sensitivity Analysis income
Strengthening net earnings +1% change in U.S. dollar $77,488
Weakening net earnings -1% change in U.S. dollar ($77,488)

(f) Interest rate risk:

The Company is also exposed to an interest rate risk associated with the convertible debentures which is based on the spot market price of U3O8. The Company does not use derivatives to manage interest rate risk. The following chart displays the interest rate at various U3O8 price levels.

UxC U3O8 Weekly Indicator Price Annual Interest Rate
Up to $54.99 8.50%
$55.00 – $59.99 9.00%
$60.00 – $64.99 9.50%
$65.00 – $69.99 10.00%
$70.00 – $74.99 10.50%
$75.00 – $79.99 11.00%
$80.00 – $84.99 11.50%
$85.00 – $89.99 12.00%
$90.00 – $94.99 12.50%
$95.00 – $99.99 13.00%
$100 and above 13.50%

(g) Capital management:

The Company’s objectives, when managing capital, are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations and deploy capital to develop its mining properties into production and to maintain investor, creditor and market confidence to sustain the future development of the business. The Company considers its capital structure to include share capital and working capital.

The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may, from time to time, issue new shares, issue new debt (secured, unsecured, convertible and/or other types of debt instruments), acquire or dispose of assets or adjust its capital spending to manage its ability to continue as a going concern.

As of September 30, 2012, the Company is not subject to any externally imposed capital requirements.

45



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

21. SUBSEQUENT EVENTS

Acquisition of Joint Venture Interests

On October 1, 2012, EFRC and Aldershot Resources Ltd. completed the acquisition, by way of a Purchase Agreement (“Agreement”), of Aldershot's 50% membership interest in Colorado Plateau Partners LLC and Arizona Strip Partners LLC (“ASP”). Pursuant to the Agreement, Aldershot received $750,000 in cash, cancellation of debt owed by Aldershot to EFRC of $559,835 including a note receivable of $509,154, and 3,527,570 shares of EFI common stock.

CPP holds a majority of the properties in the Sage Plain Project Area including the Calliham lease, the Crain lease, four Utah State leases and 94 unpatented mining claims on BLM land. As a result of the acquisition, EFRC now owns 100% of the Sage Plain Project.

The transaction will be accounted for as an asset purchase and the cost of each item of property, plant and equipment acquired as part of the group of assets acquired will be determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition. As of September 30, 2012 EFRC had incurred costs of $37,879 related to the transaction and those costs have been capitalized.

22. TRANSITION TO IFRS

Overview

These are the Company’s first audited annual consolidated financial statements for the year ended September 30, 2012 to be presented in accordance with IFRS.

First-time adoption of IFRS

The adoption of IFRS requires the application of IFRS 1, which provides guidance for an entity’s initial adoption of IFRS. IFRS 1 generally requires retrospective application of IFRS effective at the end of an entity’s first annual IFRS reporting period. However, IFRS 1 also provides for certain optional exemptions and mandatory exemptions to the retrospective treatment.

The Company has elected to apply the following optional exemptions in its preparation of its opening IFRS consolidated statement of financial position as at October 1, 2010, the Company’s “Transition Date”.

  • To apply IFRS 2 Share -based Payment only to equity instruments which were issued after November 7, 2002 and had not vested by the Transition Date.
  • To apply IFRS 1 First Time Adoption of International Financial Reporting Standards to foreign currency translation reserves. The Company elected to reset all foreign translation gains and losses to zero in accumulated deficit at October 1, 2010. The foreign currency translation reserve balance at October 1, 2010 was $4,535,925. The application of the exemption had no impact on net equity.

IFRS 1 does not permit changes to estimates that have been made previously. Estimates used in the preparation of the Company’s opening IFRS statement of financial position, and other comparative information restated to comply with IFRS, are consistent with those made previously under current Canadian GAAP.

Changes to accounting policies

The adoption of IFRS resulted in changes to the accounting policies as compared to the most recent annual financial statements prepared under Canadian GAAP. Accounting policies have been changed to be consistent with IFRS The following summarizes the significant changes to the Company’s accounting policies on adoption of IFRS, and the effect on the Company’s opening IFRS consolidated statement of financial position.

46



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

22. TRANSITION TO IFRS (continued)

Changes in accounting policies from interim financial statements

IFRS 1 allows a first-time adopter of IFRS to make changes to accounting policies without restatement from its interim financial statements prior to publishing its first annual financial statements under IFRS. The Company has determined that it will present its statement of comprehensive income by function of expense; the Company previously published interim financial statements by nature of expense.

Property, plant and equipment

IFRS requires the Company to choose, for each class of equipment, either the cost model or the revaluation model. The Company has selected the cost model in accounting for all of its capital assets.

The Company has changed its accounting policy to reflect the requirement under IFRS that when an item of property, plant and equipment that is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant and equipment and amortized over their respective useful lives. This change in accounting policy had no impact on the Company’s consolidated financial statements.

Upon transition to IFRS, the Piñon Ridge mill site and all intangible costs incurred to obtain the mill license are now presented in property, plant and equipment in accordance with IAS 16 Property, Plant and Equipment . This resulted in the reclassification of $11,297,478 and $12,762,815 from exploration and evaluation costs to property, plant and equipment as at October 1, 2010 and September 30, 2011, respectively.

Impairment of assets

IFRS requires a write down of assets if the recoverable amount is less than its carrying value. The recoverable amount is defined as the higher of the fair value less costs to sell and the value in use. Value in use is determined using the discounted estimated future cash flows. Under Canadian GAAP, a write down to estimated fair value was required only if the undiscounted estimated future cash flows of a group of assets are less than their carrying value.

IFRS also requires the reversal of any previous impairment losses, with the exception of goodwill, where circumstances have changed such that the level of impairment in the value of the assets has been reduced. Under Canadian GAAP, the reversal of impairment losses was prohibited.

The Company has changed its accounting policies related to impairment of assets to be consistent with the requirements under IFRS. This change in accounting policy had no impact on the Company’s consolidated financial statements.

Share-based payments

In certain circumstances, IFRS requires a different measurement of share-based compensation than under Canadian GAAP. In particular, the Company has changed its accounting policy to recognized forfeitures in its calculation of the expense associated with the grants of graded stock options.

The effect of applying this change in accounting policy to all stock option grants which had not yet fully vested resulted in a decrease in contributed surplus of $5,005 and $8,952, along with a corresponding decrease in the deficit within shareholders’ equity as at October 1, 2010 and September 30, 2011, respectively.

Accounting for income taxes

IFRS requires the recognition of deferred taxes on the temporary differences in the accounting and tax basis of non-monetary assets and liabilities of foreign operations arising from exchange rate fluctuations. Deferred taxes were not recognized on these types of temporary differences under Canadian GAAP. This change in accounting policy had no impact on the Company’s consolidated financial statements.

47



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

22. TRANSITION TO IFRS (continued)

Decommissioning liability

Under Canadian GAAP, the decommissioning liability is discounted based on the credit adjusted risk-free rate. Under IFRS, the decommissioning liability is discounted based on the current risk-free discount rate. Accordingly, the Company recorded an adjustment to increase the decommissioning liability by $84,457 as of October 1, 2010 and an increase of $66,431 as of September 30, 2011.

IFRS 1 provides the option to measure the restoration provision at the Transition Date in accordance with the requirements of IAS 37. Accordingly the Company re-measured the provisions as at Transition Date under IAS 37, Provisions, Contingent Liabilities and Contingent Assets , and estimated the amount to be included in the cost of the related asset by discounting the liability to the date which the liability first arose.

Reconciliation of Canadian GAAP to IFRS

The following provides reconciliations of the shareholders’ equity and the comprehensive loss from Canadian GAAP to IFRS for the respective periods. The adoption of IFRS did not have a material impact on the consolidated statement of cash flows.

Cash Flows

Consistent with the Group’s accounting policy choice under IAS 7 Statement of Cash Flows , interest paid and income taxes paid have moved into the body of the Statement of Cash Flows, whereas they were previously disclosed as supplementary information. There are no other material differences between the statement of cash flows presented under IFRSs and the statement of cash flows presented under previous Canadian GAAP.

In preparing the financial statements for the year ended September 30, 2011 and the disclosures included in these financial statements, all comparative amounts have been restated to comply with IFRS, except where the Company has applied the optional and mandatory exemptions under IFRS 1. The Company has reconciled the following financial statements as prepared under Canadian GAAP to those prepared under IFRS for the following years:

  • Consolidated shareholders’ equity as at October 1, 2010 and September 30, 2011.
    September 30,     October 1,  
    2011     2010  
             
Shareholders' equity under Canadian GAAP $  42,192,648   $  32,623,054  
Shareholders' equity under IFRS $  42,192,648   $  32,623,054  
  • Consolidated statement of comprehensive loss for the year ended September 30, 2011.
    Year Ended  
    September 30,  
    2011  
       
Comprehensive loss under Canadian GAAP $  (3,571,219 )
Change in recognition of share-based payments   3,947  
Net loss under IFRS   (3,567,272 )
Foreign currency translation reserve   (1,251,438 )
Net comprehensive loss under IFRS $  (4,818,710 )

48



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

22. TRANSITION TO IFRS (continued)

In preparing its opening IFRS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous Canadian GAAP. An explanation of how the transition from previous Canadian GAAP to IFRSs has affected the Group’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

Reconciliation of consolidated statements of financial position as at October 1, 2010     Effect of transition to IFRS              
    October 1,     Adjustments                       Changes to        
    2010     to US dollar     October 1,                 financial        
    Canadian     presentation     2010           IFRS     statement     October 1,  
    GAAP     currency     Canadian     IFRS     Adjustment     presentation     2010  
    (C$)     (Note 2)   GAAP     Adjustments     References     (f)     IFRS  

ASSETS

              (As restated)                          

Current assets

                                         

 Cash and cash equivalents

$  3,738,671   $  (78,690 ) $  3,659,981   $  -               $  3,659,981  

 Prepaid expenses and other assets

  341,879     (7,196 )   334,683     -                 334,683  

 

  4,080,550     (85,886 )   3,994,664     -                 3,994,664  

Non-current

                                         

 Property, plant and equipment

  490,750     (10,329 )   480,421     11,297,478     d     17,073,132     28,851,031  

 Exploration and evaluation costs

  28,894,305     (608,152 )   28,286,153     (11,213,021 )   b, d     (17,073,132 )   -  

 Restricted cash

  1,053,703     (22,178 )   1,031,525     -                 1,031,525  

 

$  34,519,308   $  (726,545 ) $  33,792,763   $  84,457         $  -   $  33,877,220  

LIABILITIES & SHAREHOLDERS' EQUITY

                                         

Current liabilities

                                         

 Accounts payable and accrued liabilities

$  827,036   $  (17,408 ) $  809,628     -               $  809,628  

 Current portion of decommissioning liability

  12,759     (269 )   12,490     -             12,490  

 Current portion of long-term debt

  15,037     (316 )   14,721     -                 14,721  

 

  854,832     (17,993 )   836,839     -                 836,839  

Non-current

                                         

 Long-term decommissioning liability

  338,918     (7,133 )   331,785     84,457     b           416,242  

 Long-term debt

  1,108     (23 )   1,085     -                 1,085  

 

  1,194,858     (25,149 )   1,169,709     84,457     -           1,254,166  

Shareholders' equity

                                         

 Capital stock

  57,232,407     (6,800,925 )   50,431,482     -                 50,431,482  

 Contributed surplus

  14,991,146     (1,786,796 )   13,204,350     (5,005 )   a           13,199,345  

 Accumulated deficit

  (38,899,103 )   3,350,400     (35,548,703 )   4,540,930     a, c           (31,007,773 )

 Accumulated other comprehensive income

  -     4,535,925     4,535,925     (4,535,925 )   c           -  

 

  33,324,450     (701,396 )   32,623,054     -                 32,623,054  

 

$  34,519,308   $  (726,545 ) $  33,792,763   $  84,457               $  33,877,220  

49



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

22. TRANSITION TO IFRS (continued)

Reconciliation of consolidated statements of financial position as at September 30, 2011   Effect of transition to IFRS              
    September     Adjustments                     Changes to        
    30, 2011     to US dollar     September                 financial        
    Canadian     presentation     30, 2011           IFRS     statement     September  
    GAAP     currency     Canadian     IFRS     Adjustment     presentation     30, 2011  
    (C$)     (Note 2)     GAAP     Adjustments     References     (f)     IFRS  

ASSETS

              (As restated)                          

Current assets

                                         

 Cash and cash equivalents

$  7,225,182   $  (270,536 ) $  6,954,646   $  -               $  6,954,646  

 Trade and other receivables

  -     -     -     509,154                 509,154  

 Prepaid expenses and other assets

  708,247     (26,519 )   681,728     (509,154 )               172,574  

 

  7,933,429     (297,055 )   7,636,374     -                 7,636,374  

Non-current

                                         

 Property, plant and equipment

  282,879     (10,592 )   272,287     12,762,815     d     20,257,050     33,292,152  

 Exploration and evaluation costs

  34,235,323     (1,281,889 )   32,953,434     (12,696,384 )   b, d     (20,257,050 )   -  

 Restricted cash

  2,663,713     (99,739 )   2,563,974     -                 2,563,974  

 

$  45,115,344   $  (1,689,275 ) $  43,426,069   $  66,431                             $ -   $  43,492,500  

LIABILITIES & SHAREHOLDERS' EQUITY

                                         

Current liabilities

                                         

 Accounts payable and accrued liabilities

$  865,428   $  (32,404 ) $  833,024     -               $  833,024  

 Current portion of decommissioning

                                         

 liability

  13,974     (523 )   13,451     -                 13,451  

 Current portion of long-term debt

  1,118     (42 )   1,076     -                 1,076  

 

  880,520     (32,969 )   847,551     -                 847,551  

Non-current

                                         

 Long-term decommissioning liability

  400,880     (15,010 )   385,870     66,431     b           452,301  

 

  1,281,400     (47,979 )   1,233,421     66,431                 1,299,852  

Shareholders' equity

                                         

 Capital stock

  66,089,168     (6,600,731 )   59,488,437     -           563,138     60,051,575  

 Contributed surplus

  20,167,601     (1,627,955 )   18,539,646     (8,952 )   a     (4,721,705 )   13,808,989  

 Share purchase warrants

                                4,158,567     4,158,567  

 Accumulated deficit

  (42,422,825 )   3,302,903     (39,119,922 )   4,544,877     a, c           (34,575,045 )

 Accumulated other comprehensive income

  -     3,284,487     3,284,487     (4,535,925 )   c           (1,251,438 )

 

  43,833,944     (1,641,296 )   42,192,648     -           -     42,192,648  

 

$  45,115,344   $  (1,689,275 ) $  43,426,069   $  66,431                             $  -   $  43,492,500  

50



ENERGY FUELS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012 and 2011
(Expressed in U.S. Dollars)

22. TRANSITION TO IFRS (continued)

Reconciliation of consolidated statements of comprehensive loss for the year ended September 30, 2011                    
                    Effect of transition to IFRS  
                                     
    September     Adjustments                          
    30, 2011     to US dollar     September 30,                    
    Canadian     presentation     2011           IFRS     September 30,  
    GAAP     currency     Canadian     IFRS     Adjustment     2011  
    (C$)     (Note 2)   GAAP     Adjustments     References     IFRS  

EXPENSES

              (As restated)                    

 

                                   

Depreciation

$  107,581   $  1,450   $  109,031   $  (109,031 )   e     -  

Foreign exchange gain

  378,680     5,103     383,783     (383,783 )   e     -  

General and administrative

  3,081,885     41,540     3,123,425     844,293     e     3,967,718  

Insurance

  -     -     -     -     e     -  

Interest expense

  -     -     -     -     -     -  

Professional fees

  -     -     -     -     e     -  

Salaries and other benefits

  -     -     -     -     e     -  

Shareholder relations

  -     -     -     -     e     -  

Stock-based compensation

  729,768     9,837     739,605     (739,605 )   a, e        

 

$  (4,297,914 ) $  (57,930 ) $  (4,355,844 ) $  388,126         $  (3,967,718 )

 

                                   

Finance income

  11,339     153     11,492     -     e     11,492  

Finance expense

  -     -     -     383,387     e     383,387  

Other income

  5,493     74     5,567     -     e     5,567  

NET LOSS FOR THE YEAR

$  (4,281,082 ) $  (57,703 ) $  (4,338,785 ) $  771,513         $  (3,567,272 )

Foreign currency translation reserve

  -     (1,251,438 )   (1,251,438 )   -           (1,251,438 )

COMPREHENSIVE INCOME (LOSS) FOR THE YEAR

$  (4,281,082 ) $  (1,309,141 ) $  (5,590,223 ) $  771,513         $  (4,818,710 )

a.

The effect of the change to include forfeitures in the determination of the fair value of stock options issued. Under Canadian GAAP, these adjustments are recognized as they occur.

   
b.

The effect of the change whereby decommissioning liabilities will be discounted using the current risk-free rate. This change had no impact to the statement of comprehensive loss, only the statement of financial position was effected.

   
c.

The effect of the change to reset all foreign translation gains and losses to nil in accumulated deficit at October 1, 2010.

   
d.

The effect of the change to reclassify the Piñon Ridge mill asset from exploration and evaluation costs to property, plant and equipment.

   
e.

The effect of the change to present expenses recognized in profit or loss using a classification based on their function.

   
f.

The effect of the change to reclassify assets from exploration and evaluation costs to property, plant and equipment and to recognize share purchase warrants separately.

51



Exhibit 99.2

ENERGY FUELS INC .
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of Energy Fuels Inc. and its subsidiary companies (collectively, “Energy Fuels” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of December 20, 2012 and should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended September 30, 2012. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

As of October 1, 2011, Energy Fuels has adopted International Financial Reporting Standards (“IFRS”) as its financial reporting framework, with a transition date of October 1, 2010. The consolidated financial statements for the year ended September 30, 2011 and September 30, 2012 have been prepared in accordance with IFRS. Transition as at October 1, 2010 required restatement of Energy Fuels’ 2011 financial information from its original Canadian generally accepted accounting principles (“Canadian GAAP” or “CGAAP”) basis to the IFRS basis such that the comparatives presented in the financial statements and the MD&A are on an IFRS basis. Information presented in the MD&A prior to October 1, 2010 has not been restated as indicated. Readers of the MD&A should refer to “Conversion to International Financial Reporting Standards (IFRS)” below for a discussion of IFRS and its impact on the Company’s financial presentation, as well as note 22 of the September 30, 2012 consolidated financial statements.

Other continuous disclosure documents, including the Company’s press releases, quarterly and annual reports, technical reports, and Annual Information Form are available through its filings with the securities regulatory authorities in Canada at www.sedar.com and on the Company’s website at www.energyfuels.com .

In this discussion, the terms “Company”, “we”, “us”, and “our” refer to Energy Fuels and, as applicable, the Company’s wholly-owned subsidiaries: Energy Fuels Resources Corporation (“EFRC”), Energy Fuels Holdings Corp. (previously known as Denison Mines Holdings Corp.) (“EFHC””), White Canyon Uranium Limited (“White Canyon”), Magnum Uranium Corp. (“Magnum”), Titan Uranium Inc. (“Titan”) and their respective subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this MD&A constitutes “forward-looking information", under applicable securities laws concerning the business, operations, financial performance and condition of Energy Fuels.

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "does not expect", "is expected", “is likely”, "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “has the potential to”.

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Energy Fuels to be materially different from those expressed or implied by such forward-looking statements. Energy Fuels believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the estimates of Energy Fuels’ mineral reserves and mineral resources; estimates regarding Energy Fuels’ uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Energy Fuels; exploration, development and expansion plans and objectives; Energy Fuels’ expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licenses and treatment under governmental regulatory regimes.

There can be no assurance that such statements will prove to be accurate, as Energy Fuels’ actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading "Risk Factors" in this MD&A and in Energy Fuels’ Annual Information

- 1 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Form dated December 20, 2012 available at www.sedar.com , as well as the following: global financial conditions, the market price of Energy Fuels’ securities, volatility in market prices for uranium and vanadium; ability to access capital, changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; uncertainties associated with estimating mineral reserves and resources and production; uncertainty as to reclamation and decommissioning liabilities; failure to obtain industry partner and other third party consents and approvals, when required; delays in obtaining permits and licenses for development properties; competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Energy Fuels to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, and the adequacy of insurance coverage.

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Energy Fuels does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Energy Fuels’ expectations except as otherwise required by applicable legislation.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: “This MD&A” may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that, while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

2012 HIGHLIGHTS

_____________________________
1 Production costs per pound include the costs of mining the ore fed to the mill in the period, which include fair value adjustments to beginning stockpile inventories, plus the costs of milling less a credit for vanadium produced in the period and excluding depreciation and amortization, divided by pounds produced, which is a non-GAAP measure.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

ABOUT ENERGY FUELS

Energy Fuels was incorporated on June 24, 1987 in the province of Alberta under the name Volcanic Metals Exploration Inc. On September 2, 2005, the Company was continued under the Business Corporations Act (Ontario), and on May 26, 2006, Volcanic Metals Exploration Inc. changed its name to Energy Fuels Inc. Energy Fuels is a reporting issuer in all of the Canadian provinces. Energy Fuels’ common shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “EFR”. In addition, Energy Fuels’ convertible debentures (described below) are listed on the TSX under the symbol “EFR.DB”.

Energy Fuels is a U.S.-based intermediate uranium mining and production company with operations in Utah, Arizona, Colorado, and Wyoming. Energy Fuels wholly owns the White Mesa Mill in Utah (the “White Mesa Mill”), the only conventional uranium processing facility in the US. At the White Mesa Mill, the Company produces both uranium (as U 3 O 8 or “yellowcake”) and vanadium (as V 2 O 5 or “blackflake vanadium”). Vanadium is a co-product from some of the Company’s mines on the Colorado Plateau, and the White Mesa Mill has a vanadium circuit to allow for the recovery of this mineral. The U 3 O 8 is sold to utility companies under existing sales contracts for use in nuclear power generation as well as sold into the spot market to a variety of buyers including utilities, commodities traders and/or financial institutions. The V 2 O 5 is primarily sold to steel and alloy manufacturers. The White Mesa Mill produces additional U 3 O 8 through the processing of other uranium-bearing sources, referred to as “alternate feed materials.” Energy Fuels owns or controls a diverse portfolio of production, development, and exploration uranium and vanadium properties in close proximity to the Company’s White Mesa Mill, including producing mines on the Arizona Strip, mines on standby on the Colorado Plateau, and additional development and exploration properties in Utah, Arizona, and Colorado. Energy Fuels also owns the Sheep Mountain Project in Wyoming, an advanced-stage development project with significant uranium resources.

Energy Fuels has a corporate office in Toronto, Ontario, and its operations are managed from its office in Lakewood, Colorado.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Strategy

Energy Fuels intends to continue to strengthen its position as a leading uranium producer in the United States, through production from its currently operating mines and through its ongoing business development activities, including exploration and development of existing projects. Energy Fuels will also look to further consolidate uranium properties in the United States. During the short-term, with respect to uranium production, Energy Fuels intends to focus on its lower-cost sources of production, including mines on the Arizona Strip and processing alternate-feed materials at the White Mesa Mill. With respect to its sales strategy in the short-term, as a result of the relatively weak uranium spot price, Energy Fuels will primarily focus on sales pursuant to its term contracts, which will result in realized prices that are well-above the spot market price. The Company will maintain several mines on standby and move other projects forward in permitting, thereby positioning the Company to be able to increase production in response to improved market conditions in the future.

The Uranium Industry

Over the medium- to long-term, nuclear power capacity and power generation are growing, while uranium production will likely struggle to meet this growing demand. As a result, it should be expected that prices will need to rise to higher, sustained levels to support new mines that will be required to meet increasing demand. In the short-term, there appears to be uncertainty about uranium prices as a result of ample worldwide uranium inventories and the slower-than-expected restart of Japan’s nuclear reactors. As a result of current market conditions, many producing uranium mines have been placed on standby and uranium development projects have been delayed around the World.

Uranium Demand

World net electricity consumption is expected to increase by 70% by 2035, according to the World Energy Outlook 2012 (the "WEO 2012"), a report issued by the International Energy Agency. Total demand for electricity is projected to increase on average by 2.2% per year from 18,443 terawatt-hours in 2010 to 31,859 terawatt-hours in 2035. This increased demand appears to be driven by economic and population growth. China and India account for over 60%, and OECD countries make up less than 20% of the new demand. As a result of high fossil fuel prices, energy security concerns, improved reactor designs and climate change concerns, new nuclear capacity is expected to be a significant part of meeting this growth in electricity demand.

According to the World Nuclear Association (“WNA”), as of November 2012, there are 436 nuclear reactors operable worldwide in 30 countries, generating 374.1 gigawatts of electricity. Of perhaps greater significance, 62 nuclear reactors are under construction in 13 countries including 47 under construction in China, India, South Korea and Russia. China, in particular, has a very aggressive new build program underway, including 26 reactors under construction and 171 planned or proposed. Overall, there are 484 new reactors planned or proposed around the world, an increase of 21 units from a year ago.

However, the industry continues to feel the after-effects of the March 2011 Japanese earthquake and tsunami, and resulting nuclear incident. Most countries have reaffirmed their support for nuclear power, though they have called for technical reviews of all safety and security systems of existing nuclear plants and those under construction. In addition, nations have undertaken reviews of their nuclear safety regulations. A few countries, such as Germany, Italy and Switzerland have announced that they will cancel, curtail or suspend their nuclear programs. Japan has begun to restart some of its existing reactors. However, the process has been slower than expected, with only two reactors restarted at this time. Briefly, the Japanese government announced the cancellation of their nuclear program by 2040. However, after pressure from industry and business, the government retracted this announcement. It is expected that Japan will increase the pace of their reactor restarts in 2013 and 2014.

Significantly, the governments of China, India, South Korea and Russia have all announced their intention to move ahead with their nuclear plans. In addition, several non-nuclear countries are moving ahead with their plans, such as Saudi Arabia which plans to build up to 16 reactors, Poland with plans to build 6, and United Arab Emirates with contracts for 4 reactors. These 26 plants alone are expected to result in annual U 3 O 8 demand in excess of 13 million pounds, and demand for initial cores of about 39 million pounds.

Primary Uranium Supply

Uranium supply is the biggest variable in the supply-demand equation. During the time that the accumulated inventories from over production in the 1970s were being drawn down, primary mine production accounted for only approximately 50% of demand. A number of new mines have been brought into production over the last few years while others are in various stages of development. However, production still only accounts for approximately 87% of demand, and more mines are required to meet the increasing future demand and to replace mines that are being depleted.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

The Ux Consulting Company LLC (“UxCo”) has estimated in its “Uranium Market Outlook – Q2 2012” that existing mine production plus new planned and potential mine production will increase primary uranium supply from 147 million pounds in 2012 to 231 million pounds in 2020. One of the principal drivers for the increase in primary mine production is expected to be Kazakhstan, which is projected to increase production by about 21% between 2012 and 2020. In order to reach these estimated primary uranium supply levels, a number of large new mines, mainly in Africa, will also need to be developed and brought into production. However, it is expected that prices will need to increase appreciably to support the additional higher cost production and significant capital expenditures required to meet these production forecasts.

Secondary Uranium Supply

Primary mine production currently supplies approximately 78% of demand. The balance of demand is supplied from secondary sources such as remaining excess commercial inventories, reprocessing of spent fuel, inventories held by governments and the down blending of highly-enriched uranium (“HEU”) from nuclear weapons programs. By far, the most significant of the secondary supplies currently is the 18 to 24 million pounds per year being provided from the HEU down blending program. The HEU program is expected to terminate at the end of 2013. It is expected that the supply gap created by this termination will need to be made up from new primary mine production.

Excess commercial inventories, which were once one of the major sources of secondary supplies during the period from the early 1970s to the early 2000s, have largely been consumed; however, some government inventories, particularly in the U.S. and Russia, remain. The disposition of these inventories may have a market impact over the next 10 to 20 years, although the rate and timing of this material entering the market is uncertain. The market is however currently being affected by the release of DOE material related to continued operations at USEC Inc.

Reprocessing of spent fuel is another source of secondary supply, but is expected to satisfy only 3% to 4% of demand. Expansion of this secondary source would require major investments in facilities which the Company believes could only be supported by a significant increase in long-term uranium prices.

UxCo expects that secondary sources of supply will fall from 45 million pounds to 15 million pounds per year from now to 2020.

Uranium Prices

Most of the countries that use nuclear-generated electricity do not have a sufficient domestic uranium supply to fuel their nuclear power reactors. Their electric utilities must secure their required uranium supply by entering into medium- and long-term contracts with foreign uranium producers and other suppliers. These contracts usually provide for deliveries to begin two to four years after they are signed and provide for delivery from four to ten years thereafter. In awarding medium- and long-term contracts, electric utilities consider, in addition to the commercial terms offered, the producer’s uranium reserves, record of performance and costs, which are important to the producer's or supplier’s ability to fulfill long-term supply commitments. Prices are established by a number of methods, including base prices adjusted by inflation indices, reference prices (generally spot price indicators, but also long-term reference prices) and annual price negotiations. Contracts may also contain floor prices, ceiling prices and other negotiated provisions. Under these contracts, the actual price mechanisms are usually confidential. Electric utilities procure their remaining requirements through spot and near-term purchases from uranium producers and other suppliers, including other utilities holding excess inventory and governments.

While long-term demand is steadily growing, short-term demand is affected in large part by utilities’ uncovered requirements. To the extent that they have uncovered demand in the near term, they generally will purchase on the spot market, which in turn affects the spot price. Currently, there is relatively little uncovered demand, so utility buying is primarily discretionary and price driven.

Historically, spot prices are more volatile than long-term prices. The spot price began 2011 at $62.50 rising to the low $70s prior to the nuclear incident in Japan, following which the spot price dropped to $49.00 in August and ended FY-2012 at $46 per pound.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

The long-term price ranged from $63.00 per pound U 3 O 8 at the beginning of 2012, increased to $67 per pound in April, and was $61 per pound at the end of September 2012. Long-term prices are driven more by production costs and future supply-demand forecasts than by customer inventories.

Competition

Uranium production is international in scope and is characterized by a relatively small number of companies operating in only a few countries. The top eight producers accounted for about 85% of the world’s primary mine supply in 2012.

About 77% of the world’s production came from five countries, namely Kazakhstan, Canada, Australia, Niger, and Namibia. Kazakhstan passed Canada in 2009 as the largest producer, a role Canada had held for 17 years.

Marketing Uranium

Energy Fuels sells its uranium under a combination of long-term and spot contracts. The long-term contracts have a variety of pricing mechanisms, including fixed prices, base prices adjusted by inflation indices and/or spot price or long-term contract reference prices. Time of delivery during a year under long-term contracts is at the discretion of the customer, so the Company’s delivery obligations may vary markedly from quarter to quarter. Spot sales are priced at or near published industry spot prices.

In FY2012, approximately 44% of Energy Fuels’ total sales volume was sold under long-term contracts, with the remainder sold in the spot market. The Company currently has three long-term contracts in place. One contract, the KEPCO Off-take Agreement, is for 350,000 pounds (±10%) per year from 2010 to 2015 inclusive. This agreement also provides for the purchase of 20% of production after 2015 subject to certain conditions. The second contract is for delivery of 1,100,000 pounds of U 3 O 8 over a period of six years beginning in 2011. The third contract is for a quantity which is equal to 20% of the production from the White Mesa Mill during the years 2012 to 2017 inclusive, but not less than 200,000 pounds U 3 O 8 per year.

Energy Fuels will continue to seek long-term contracts at prices sufficient to support the development of its mineral assets.

The Vanadium Market

Vanadium adds strength to high performance steels and strengthens titanium where strength combined with lightness is required for everything from golf clubs to aerospace applications. Demand for vanadium from the steel industry represents approximately 92% of the total demand, while the chemical and titanium alloy industries represent the other major consumers of vanadium with 4% each of the world demand. As the demand for these high strength, high performance steels increases and as new uses are developed for lightweight, high strength titanium, vanadium demand can be expected to increase at a faster rate than the growth of global steel production. The average vanadium content in steel in the developing countries is much lower than that in the developed countries and can be expected to increase, adding to the demand.

While demand is expected to grow over time, supply has to increase to meet this demand. Many primary producers from ore, in countries such as China, Russia and South Africa, were shut down due to low prices. Production from steel making slag had been cut back or halted. As demand increases and prices strengthen, some of these facilities can be expected to restart or increase production thus moderating any anticipated price increases.

Spot vanadium prices were relatively flat for most of the year staying in the $5.00 to $6.00 per pound range.

While long-term demand can be expected to increase, short-term demand is expected to be relatively stable and prices should remain close if not slightly higher than their current level throughout 2013.

Vanadium Marketing

Energy Fuels sells its vanadium both as V 2 O 5 and as ferrovanadium (“FeV”) through spot sales to industry end-users and to trading companies. There were no vanadium sales by Energy Fuels during FY-2012 but sales into the U.S. market as V 2 O 5 will resume in FY-2013.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

ACQUISITION OF THE U.S. MINING DIVISION OF DENISON MINES CORP.

On June 29, 2012, the Company completed the acquisition of all of Denison Mines Corp.’s mining assets and operations located in the United States. The Company acquired the US Mining Division through the acquisition of all of the issued and outstanding shares of Denison’s subsidiaries, Denison Mines Holdings Corp. (“DMHC”) and White Canyon Uranium Limited (“White Canyon”).

In the transaction (the “Transaction”): (a) Energy Fuels acquired (i) all of the issued and outstanding shares of DMHC and White Canyon (collectively, the “Acquired Shares”), and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DHMC, White Canyon or any direct or indirect subsidiary of DMHC) (the “Acquired Debt”), and issued to Denison in consideration for the Acquired Shares and the Acquired Debt, 425,440,872 common shares of Energy Fuels (the “EFI Share Consideration”); and (b) immediately after the issuance of the EFI Share Consideration to Denison, Denison completed an Arrangement under the Business Corporations Act (Ontario), pursuant to which it completed a reorganization of its capital and distributed the EFI Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization. Upon the completion of the Transaction, two additional directors, as agreed between Denison and Energy Fuels, were appointed to the board of directors of Energy Fuels.

DMHC, through its wholly-owned subsidiaries, holds mineral properties located in Colorado, Utah, and Arizona, including two currently producing mines, the Arizona 1 Mine and Pinenut Mine both located in Northern Arizona. In addition DMHC owns and operates the White Mesa Mill, located near Blanding, Utah. This 2,000 ton per day facility is the only operating conventional uranium mill in the United States. The acquisition also included three other mines which the Company recently placed on stand-by status (the Beaver Mine and Daneros Mine, both located in southeast Utah) and the Pandora Mine, also located in southeast Utah, which the Company placed on standby in December 2012; as well as several additional mines on standby and development and exploration projects located in Utah, Arizona, and Colorado.

ACQUISITION OF TITAN URANIUM INC.

On February 29, 2012, Energy Fuels completed the acquisition of Titan Uranium Inc. Prior to the completion of the transaction, the Company and Titan entered into a Business Combination Agreement on December 5, 2011, whereby Energy Fuels agreed to acquire, by way of a Plan of Arrangement (the “Arrangement”), all of the outstanding common shares of Titan. The shareholders of Energy Fuels and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. Pursuant to the Arrangement, Titan shareholders received 0.68 common shares of Energy Fuels for each whole common share of Titan.

Prior to the Arrangement, Titan had mineral properties located in the Athabasca Basin in Canada and in Wyoming and Utah in the US. On February 23, 2012, Titan sold its Canadian mineral properties to Mega Uranium Ltd. (“Mega”) in exchange for 10,000,000 common shares of Mega, valued at $3,450,000 at the date of the sale. Titan’s primary US mineral property is the Sheep Mountain Project located about 8-miles south of Jeffrey City, Wyoming.

Energy Fuels will continue Titan’s design and permitting for the Sheep Mountain Project which includes an open pit mine, an underground mine and the operation of a uranium processing facility utilizing heap leach recovery.

On March 1, 2012, Energy Fuels announced an updated Preliminary Feasibility Study for the Sheep Mountain Project which increased the Probable Mineral Reserve to 18.4 million lbs. U 3 O 8 contained in 7.5 million tons at an average grade of 0.123% eU 3 O 8 . On April 13, 2012 the PFS was posted on SEDAR. Total Indicated Resource is 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 , which includes the Probable Mineral Reserve number described above.

The Company is considering a modified plan which would require a much-reduced initial capital investment of $61 million. The modified plan initially develops the open pit only, and delays producing the underground deposit until the 5 th year of operations.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

SELECTED ANNUAL FINANCIAL INFORMATION

The following selected financial information was obtained directly from or calculated using the Company’s consolidated financial statements for the following fiscal years:

    Year ended     Year ended     Year ended  
    September 30,     September 30,     September 30,  
$000, except per share data   2012     2011     2010 1  
Results of Operations:                  
   Total revenues $  25,028   $  -   $  -  
   Net income (loss)   16,973     (3,567 )   (4,315 )
   Basic and diluted earnings (loss) per   0.06     (0.04 )   (0.05 )

  As at September As at September As at September
  30, 2012 30, 2011 30, 2010 1
Financial Position:      
   Working capital $ 44,080 $ 6,788 $ 3,158
   Property, plant and equipment 133,085 33,292 480
   Total assets 239,808 43,493 33,793
   Total long-term liabilities 38,447 452 333

1 As reported under Canadian GAAP

RESULTS OF OPERATIONS

The Company recorded net income of $16,973,000 for the year ended September 30, 2012 (the “Current Year”) compared with a net loss of $3,567,000 for the year ended September 30, 2011 (the “Prior Year”), which represents a comparative increase of $20,540,000.

Revenues for the Current Year totaled $25,028,000, which included the sale of 447,000 pounds U 3 O 8 at an average price of $55.83 per pound and $88,000 from the processing alternate feed.

Cost of goods sold for the Current Year totaled $21,855,000 which consists of $21,094,000 of mining and milling production costs and $761,000 of depreciation.

Selling, general and administrative expenses totaled $7,132,000 for the three months ended September 30, 2012 (“the Current Quarter”) compared to $567,000 for the three months ended September 30, 2011 (“the Prior Quarter”). For the Current Year, general and administrative expenses totaled $11,444,000 compared to $3,967,000 in the Prior Year. Included in general and administration expenses is stock-based compensation expense, which totaled $2,393,000 in the Current Quarter compared to a credit of $107,000 in the Prior Quarter. For the Current Year, stock-based compensation expense increased from $740,000 in the Prior Year to $3,642,000 in the Current Year. The increases in the Current Quarter and the Current Year were due to stock grants to new employees acquired with Denison’s operations and grants to EFI directors and officers after the close of the Denison transaction. Selling expenses for the Current Quarter and Current Year were $1,943,000, resulting from amortization of the intangible asset recorded for the U 3 O 8 sales contract values in excess of spot price at the June 30, 2012 acquisition date of the US Mining Division. The balance of increased expenditures for both the Current Quarter and Current Year resulted primarily from the acquisition of the Denison’s US Mining Division and the associated increases in payroll, administrative, carrying, and operating costs. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services and other overhead expenditures.

Finance expense in the Current Year included impairment charges in the amount of $1,787,000 for the fair value adjustment resulting from the decline in the market value of the 10.0 million shares of Mega Uranium Ltd. owned by the Company. Also included in finance expense was accrued interest on the convertible debentures in the amount of $463,000, offset by a gain on revaluation of the convertible debentures at September 30 in the amount of $601,000.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Impairment of assets (non-cash items) for the Current year totaled $24,022,000, of which $12,028,000 was associated with the Piñon Ridge mill and $11,994,000 was related primarily to impairment of EFRC’s exploration and evaluation assets on the Colorado Plateau as a result of the fall in the spot price of uranium, the Company’s decision to put 2 operating mines on the Colorado Plateau acquired from Denison on stand-by status and the Company’s current capital development plan which does not include any material investment in these properties. There were no such impairments in the Prior Year. See further discussion of impairment related to the Piñon Ridge mill and EFRC’s Colorado Plateau properties below.

Transaction costs were incurred from the purchase of Denison’s US Mining Division and from the public offering of the convertible debentures in the Current Year in the amount of $4,890,000, whereas there were no such transaction costs in the Prior Year.

As a result of the preliminary purchase price allocation to record the transaction to acquire the Denison US Mining division, the Company recognized a gain of $56,215,000 (non-cash item) in the Current Year. This one-time, non-cash adjustment is the result of the excess of the estimated fair value of the assets and liabilities acquired pursuant to the acquisition over the purchase price of the acquisition. This gain is preliminary and subject to final fair value adjustments which are expected to be completed by the quarter-ended March 31, 2013.

Milling and Mining Expenses

At September 30, 2012, a total of 144,000 tons of conventional ore was stockpiled at the mill containing approximately 668,000 pounds U 3 O 8 and 2,911,000 pounds V 2 O 5 . The Company also had approximately 125,000 pounds U 3 O 8 contained in alternate feed material stockpiled at the mill at September 30, 2012.

Production costs 1 at White Mesa for the three months and year ended September 30, 2012 were $44.26 per pound U 3 O 8 . As previously reported by Denison, production costs 1 were $47.60 per pound U 3 O 8 for the year ended December 31, 2011 and $38.46 for the year ended December 31, 2010.

Uranium concentrates and work-in-progress inventories were 225,000 pounds U 3 O 8 at September 30, 2012. Based on spot market prices at September 30, 2012, this inventory has a value of $10,463,000.

Mineral Property Exploration

Energy Fuels is engaged in uranium exploration on its properties in the U.S. For the year ended September 30, 2012 exploration expenditures totaled $5,394,000 as compared to $3,470,000 for the year ended September 30, 2011. During FY-2012, Energy Fuels completed drilling on 43 holes totaling 26,670 feet. This drilling occurred at the La Sal, Sage Plain, Energy Queen, Whirlwind, and Torbyn projects in order to expand the known resource base at each of these locations. Prior to Energy Fuels’ acquisition of the US Mining Division, Denison completed drilling on 19 holes totaling 15,960 feet, primarily at the La Sal project, in order to expand the known resource base. The drilling during FY-2012 has increased the Company’s resource base, which will be available for development and mining, as market conditions warrant.

Energy Fuels prepared a revised mineral resource estimate for the Daneros mine (Utah) dated July 18, 2012, in accordance with the requirements of NI 43-101. The revised estimate determined that, as of the date of the report, the Daneros mine had 157,000 tons of inferred resource containing 824,000 lbs. U 3 O 8 at a grade of 0.26% eU 3 O 8 . Since the date of that report, approximately 10,600 tons of ore had been mined from Daneros by September 30, 2012 and a further 3,000 tons had been mined prior to the mine being placed on standby on October 17, 2012.

Energy Fuels prepared a revised mineral resource estimate for the EZ Complex (Arizona) dated June 27, 2012, in accordance with the requirements of NI 43-101. The revised estimate determined that, as of the date of the report, the EZ Complex had 224,000 tons of inferred resource containing 2,105,000 lbs. U 3 O 8 at a grade of 0.47% eU 3 O 8 . Energy Fuels prepared a revised mineral resource estimate for the Company’s Arizona Strip mines dated June 27, 2012, including the Arizona 1, Pinenut, and Canyon mines, in accordance with the requirements of NI 43-101. The revised estimate determined that, as of the date of the report, the Arizona 1 mine had 54,000 tons of inferred resource containing 685,000 lbs. U 3 O 8 at a grade of 0.64% eU 3 O 8 . The revised estimate determined that, as of the date of the report, the Pinenut mine had 95,000 tons of inferred resource containing 1,037,000 lbs. U 3 O 8 at a grade of 0.54% eU 3 O 8 . The revised estimate determined that, as of the date of the report, the Canyon mine had 83,000 tons of inferred resource containing 1,629,000 lbs. U 3 O 8 at a grade of 0.98% eU 3 O 8 . Since the date of that report, all of the resources at Arizona 1 identified in the NI 43-101 report have been mined out, and mining at that mine is expected to continue until mid-2013 when available resources are expected to be depleted.

___________________________
1
Production costs per pound include the costs of mining the ore fed to the mill in the period, which include fair value adjustments to beginning stockpile inventories, plus the costs of milling less a credit for vanadium produced in the period and excluding depreciation and amortization, divided by pounds produced, which is a non-GAAP measure.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Energy Fuels prepared a revised mineral resource estimate for the Henry Mountains Complex (Utah) dated June 27, 2012, including the Tony M - Southwest and the Copper Bench - Indian Bench deposits, in accordance with the requirements of NI 43-101. The revised estimate determined that, as of the date of the report, the Tony M - Southwest deposit had 1,690,000 tons of measured and indicated resource containing 8,140,000 lbs. U 3 O 8 at a grade of 0.24% eU 3 O 8 , and 860,000 tons of inferred resource containing 2,750,000 lbs. U 3 O 8 at a grade of 0.16% eU 3 O 8 . The revised estimate determined that, as of the date of the report, the Copper Bench – Indian Bench deposit had 718,000 tons of measured and indicated resource containing 4,674,000 lbs. U 3 O 8 at a grade of 0.33% eU 3 O 8 , and 755,000 tons of inferred resource containing 5,332,000 lbs. U 3 O 8 at a grade of 0.35% eU 3 O 8 .

On March 1, 2012, Energy Fuels announced an updated Preliminary Feasibility Study (“2012 PFS”) for the Sheep Mountain Project (Wyoming) which increased the Probable Mineral Reserve to 18.4 million lbs. U 3 O 8 contained in 7.5 million tons at an average grade of 0.123% eU 3 O 8 . On April 13, 2012 the PFS was posted on SEDAR. Total Indicated Resource is 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 ., which includes the Probable Mineral Reserve number described above.

Energy Fuels prepared a new mineral resource estimate for the Sage Plain Project (Utah) dated December 16, 2011, in accordance with the requirements of NI 43-101. At the time of the technical report, Sage Plain was held in a joint venture between subsidiaries of Energy Fuels and Aldershot Resources Ltd. (“Aldershot”), called Colorado Plateau Partners LLC (“CPP”). During the 4 th fiscal quarter of 2012, Energy Fuels announced the acquisition of all of Aldershot’s interest in CPP (in addition to other interests) and the transaction closed in October 2012.. The December 2011 resource estimate determined that, as of the date of the report, the Sage Plain Project has 643,000 tons of measured and indicated resource containing 2,834,000 lbs. U 3 O 8 at a grade of 0.23% eU 3 O 8 and 17,829,000 lbs. V 2 O 5 at a grade of 1.39% . The resource estimate also determined that the project has 49,000 tons of inferred resource containing 181,000 lbs. U 3 O 8 at a grade of 0.18% eU 3 O 8 and 1,854,000 lbs. V 2 O 5 at a grade of 1.89% Impairment on Piñon Ridge Mill

As a result of the acquisition of the US Mining Division, the Company acquired the fully operational White Mesa Mill. Given the Company’s current strategy in light of current market conditions, the Company currently does not have a need for a second operating uranium mill. As such, the Company assessed the recoverable amount of the Piñon Ridge Mill site for which the Company is incurring costs to obtain the reissuance of the Piñon Ridge Radioactive Materials License from the State of Colorado. The Company estimated the recoverable amount of the Piñon Ridge Mill site based on a fair value less cost to sell, considering comparable sales per acre for nearby land. Based on the assessment, the carrying value of the Piñon Ridge mill was determined to be $12.0 million higher than the recoverable amount, and an impairment loss was recognized in profit and loss.

While the impairment assessment was required for compliance with International Accounting Standard 36 Impairment of Assets , the Company expects to pursue reissuance of the License, which was set-aside pending the outcome of an administrative hearing on the issuance of the Piñon Ridge License on March 6, 2011, by order of Denver District Court Judge John N. McMullen on June 13, 2012.

Impairment of EFRC’s Colorado Plateau Mineral Properties

The acquisition of the US Mining Division from Denison and the immediate transformation of the Company into a uranium producer has shifted the Company’s operational focus more so on production and less so on exploration and development in a higher cost center such as the Colorado Plateau. Although certain EFRC Colorado Plateau properties are fully or in advanced stages of permitting, there is not a definitive timeline to bring these assets into production and realize their value in use. In addition, when the uranium market price improves and the Company looks to resume production from the Colorado Plateau region, the Company will initially look to restart mining activities at Beaver Mine and Daneros Mine, which could delay the eventual development and/or adversely impact the value of EFRC’s Colorado Plateau properties. This potential delay could also adversely impact the value of EFRC’s Colorado Plateau properties as potential cash inflows are delayed further into the future. Accordingly, the Company determined that at September 30, 2012 there is an indication of impairment of EFRC’s Colorado Plateau properties.

- 10 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

In conducting the impairment assessment, the Company compared the recoverable amount for each property against the corresponding carrying value for each asset. In instances where an asset’s carrying value exceeded its estimated recoverable value, an impairment loss was measured for the amount equal to the difference. For the impairment assessment on the EFRC Colorado Plateau properties, the Company used the precedent transaction method which included acquisition transactions that occurred after the disaster in Fukushima, Japan in March 2011. As a result of this impairment assessment, the Company recognized an impairment charge of $12.0 million at September 30, 2012.

OUTLOOK FOR 2013

Production

Given the challenging conditions in the uranium market and Energy Fuels’ decision to focus on relatively lower cost sources of production, the Company’s uranium production from its 100% owned White Mesa mill, located near Blanding Utah, is expected to be an estimated 1.0 million pounds U 3 O 8 from conventional ore and alternate feed sources. Production from conventional ore will include Beaver and Pandora ore mined during FY-2013 as well as Beaver and Pandora ore contained in stockpile as of September 30, 2012. Mining on the Arizona Strip is expected to continue during FY-2013 at Arizona 1 and Pinenut although this ore is not expected to be milled until FY 2014 along with Daneros ore. Effective October 17, 2012, the Company placed the Daneros and Beaver mines on standby. In addition, the Company placed the Pandora Mine on standby in December 2012. As a result of the conventional ore production from Beaver and Pandora ores, vanadium production is estimated to be 1.9 to 2.0 million pounds V 2 O 5 in FY-2013.

Sales

FY-2013 Uranium sales are forecasted to be approximately 1.0 to 1.05 million pounds of U 3 O 8 of which 957,000 pounds will be sold into long term contracts and the remainder will be sold on the spot market. Vanadium sales are estimated to be between 1.9 and 2.0 million pounds V 2 O 5 in FY-2013.

Development Activities

During FY-2013 Energy Fuels plans to continue to pursue the permitting of the Sheep Mountain Project in Wyoming. The total planned cost of the Sheep Mountain permitting program in FY-2013 is $1.1 million.

Development of the Canyon mine in Arizona is planned to continue in FY-2013, with the start of shaft sinking planned to begin in early FY-2013. The estimated cost of development activities at Canyon is $4.4 million for FY-2013.

Permitting and exploration activities for other Energy Fuels’ mineral properties are estimated to be approximately $1.8 million during FY-2013.

- 11 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

SUMMARY OF QUARTERLY RESULTS

Results for the eight most recent quarters ending with quarter ended September 30, 2012 are:

    Sept 30     June 30     Mar 31     Dec 31  
    2012     2012     2012     2011  
$000, except per share data $     $     $     $    
Total revenues   25,028     -     -     -  
Net Income (loss)   (15,905 )   35,882     (2,414 )   (590 )
Basic & diluted net income (loss) per share   (0.08 )   0.16     (0.02 )   (0.00 )
    Sept 30     June 30     Mar 31     Dec 31  
    2011     2011     2011     2010  
$000, except per share data $     $     $     $    
Total revenues   -     -     -     -  
Net Income (loss)   (223 )   (2,338 )   (301 )   (705 )
Basic & diluted net income (loss) per share   (0.01 )   (0.02 )   (0.00 )   (0.01 )

USE OF PROCEEDS FROM CONVERTIBLE DEBENTURES FINANCING

The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the net proceeds received from the issuance of 22,000 convertible debentures on July 24, 2012 as compared to the actual expenses incurred to September 30, 2011.

          Actual Costs  
Use of Financing Net Proceeds   Estimated     Incurred to  
(excluding General Working Capital)   Allocation of Net     September 30,  
    Proceeds     2012  
 Sage Plain Project permitting and mine design $ 5,065,000   $ 61,000  
 Sheep Mountain Project permitting, mine design and development   4,300,000     109,000  
 Sustaining capital for existing mines   2,660,000     1,900,000  
 Daneros Mine development, permitting and exploration   1,600,000     0  
 Payment to Uranium One for Titan Uranium loan   1,050,000     1,055,000  
 Payment to Pinetree Capital for Titan Uranium loan   1,030,000     1,039,000  
 Canyon & Pinenut Mines permitting and site rehabilitation   825,000     0  
 Energy Queen Mine permitting, site rehabilitation and exploration   550,000     0  
  $ 17,080,000   $ 4,164,000  

- 12 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically financed its operations from inception primarily through the issuance of equity securities as it had no sources of cash flow from operations. As discussed in Note 5 to the financial statements, the Company acquired mineral properties and the mining and milling operating assets and liabilities of the US Mining Division of Denison Mines Corp. on June 29, 2012. For purposes of financing immediate working capital requirements, sustaining capital expenditures for current mine and mill operations and longer term capital development projects, the Company completed the following two financings.

On June 21, 2012, the Company completed a private placement of 35,500,500 non-transferable subscription receipts (“Subscription Receipts”) at a price of C$0.23 per Subscription Receipt for gross total proceeds of C$8,165,115 ($8,012,427). Each Subscription Receipt was exchangeable into one unit of the Company (“Unit”). Each Unit consisted of one common share and one-half of one warrant (each whole warrant a “Warrant”). Each whole Warrant entitles the holder to purchase one additional common share at a price of C$0.265 until June 22, 2015. The Company intends to use the net proceeds of $7.1 million for working capital and general corporate purposes related to operations of the US Mining Division.

On June 26, 2012, the Company entered into an agreement with a syndicate of underwriters whereby the underwriters agreed to purchase, on a bought deal basis, 22,000 floating-rate convertible unsecured subordinated debentures (“Debentures”) at a price per Debenture of C$1,000 ($979.60) for total gross proceeds of C$22.0 million ($21.6 million) (the “Offering”). The Offering closed on July 24, 2012, and the Company received proceeds of C$20.6 million, net of the underwriter’s fees and expenses. The debentures mature on June 30, 2017 and bear interest payable semi-annually in arrears on June 30 and December 31 of each year, at a fluctuating rate of not less than 8.5% and not more than 13.5%, depending on the simple average of the Ux Weekly Indicator (spot price of uranium). The Company intends to use the net proceeds of the Offering for sustaining capital for the Company's existing mine operations, mine permitting and development of the Company's existing properties, repayment of certain indebtedness, and for working capital and general corporate purposes.

With the net proceeds of the equity and debt financing and with the ongoing focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2013 and therefore the company believes that it will continue as a going concern for the foreseeable future.

Cash and Financial Condition

Cash and cash equivalents were $13,657,000 at September 30, 2012 compared with $6,955,000 at September 30, 2011. The increase of $6,702,000 was due primarily to cash provided by financing activities of $26,433,000, less cash used in operations of $14,246,000 and cash used in investing activities of $5,677,000.

Net cash used in operating activities of $14,246,000 during the year ended September 30, 2012 is comprised of the net income for the year adjusted for non-cash items and for changes in working capital items. Significant changes in working capital items during the year include an increase of $14,517,000 in trade and other receivables, an increase of $5,986,000 in inventories, and a decrease of $233,000 in prepaid expenses and other assets.

Net cash used in investing activities was $5,677,000, which consisted of expenditures for property, plant and equipment of $3,528,000 and exploration and evaluation activities of $3,550,000, offset by a decrease in restricted cash of $1,010,000.

Net cash from financing activities totaled $26,432,000 consisting primarily of $7,129,000 from the issue of common shares, $21,551,000 from the issue of convertible notes, less $2,252,000 net repayment of debt obligations.

In total, these sources and uses of cash resulted in a net cash inflow after the effect of foreign exchange of $6,703,000 during the year.

Contractual Obligations

The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually and are expected to total $1.9 million for the year ended September 30, 2013.

- 13 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Piñon Ridge Mill license bonding

On June 13, 2012, Denver District Court ruled in favor of the Colorado Department of CDPHE and the Company on the ten substantive environmental, health and safety claims in the case challenging CDPHE’s issuance of a radioactive materials license (“License”) for the operation of the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering an administrative hearing on the issuance of the License. The License has been set aside, pending the outcome of the hearing. The hearing was conducted on November 7 – 13, 2012 and a new licensing decision must be issued by CDPHE within 270 days of July 5, 2012.

In 2011, the Company transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component. To fulfill the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. As of September 30, 2012 CDPHE had agreed to release the funds for the long-term care fund cash bond and that money was subsequently received on October 10, 2012. In addition, CDPHE had agreed to release the decommissioning liability. These funds were released in November 2012. If the radioactive materials license were to be reissued these funds would be resubmitted to CPDHE.

Three additional prepayments of the decommissioning warranty were to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until the next construction season. The timetable for submitting the remaining payments was revised to September 7, 2012 ($2,898,260), March 7, 2013 ($6,401,920) and September 7, 2013 ($396,810). These payments are delayed indefinitely pending the outcome of the hearing.

The Company is committed to payments under various operating leases and purchase agreements. The future minimum payments are as follows:

    2013     2014     2015     2016     2017     Thereafter     Total  
As at September 30, 2012 $     $     $     $     $     $     $    
Rent (1)   491,182     527,940     540,371     369,383     369,735     -     2,298,611  
Office expenses   37,989     31,913     2,918     -     -     -     72,821  
Consumable materials contracts   4,679,065     -     -     -     -     -     4,679,066  
Reclamation expenditures   42,550     1,704,020     761,804     -     -     24,138,303     26,646,677  
    5,250,785     2,263,873     1,305,092     369,383     369,735     24,138,303     33,697,175  

  (1)

Included in rent is the Company’s new office lease plus the lease for office space formerly occupied by Denison, which has been subleased beginning January 1, 2013.

The Company will continue to prudently evaluate its contractual obligations with respect to mineral properties as well as other associated commitments with an eye towards deferring those expenses which do not meet certain criteria. In addition, since the majority of the exploration commitments are optional, the Company could choose to mitigate or eliminate the obligation by opting out of the lease or claim.

Contingencies

Legal matters

On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit in the U.S. District Court for the District of Arizona against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“BLM”) (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs are also claiming that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Plaintiffs have sought an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until BLM complies with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favor of BLM and Denison and against the Plaintiffs on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals, and on December 8, 2011 filed a motion in the District Court for preliminary injunction, pending appeal. That motion was denied by the District Court judge on January 11, 2012. On January 26, 2012, the Plaintiff’s filed an emergency motion for an injunction pending appeal in the Court of Appeals and on February 24, 2012, the Court of Appeals denied the motion for injunction. The appeal of the District Court’s ruling is under way, and oral arguments on the merits were heard by the Court of Appeal on October 18, 2012. A decision of the Court of Appeal is pending. If the Plaintiffs are successful on the appeal, the Company may be required to stop mining activities at the Arizona 1 mine pending resolution of this matter. Any required stoppage of mining could have a significant adverse impact on the Company.

- 14 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

On February 17, 2012, Uranium Watch and Living Rivers filed a Notice of Appeal and Petition for Stay with the Interior Board of Land Appeals (“IBLA”), relating to a January 18, 2012 response by BLM to a request for information made by Uranium Watch and Living Rivers. In that request, Uranium Watch and Living Rivers asked BLM to confirm, among other things, that the existing Plan of Operations and related Environmental Assessment for a portion of the La Sal Mines Complex are sufficient under BLM regulations and NEPA. In responding to that request, BLM stated that the Plan of Operations is sufficient, that no new decisions have been made and that the related Environmental Assessment is sufficient until a new decision needs to be made. Uranium Watch and Living Rivers have alleged that this response by BLM constitutes an appealable “decision” by BLM and have requested a stay of operations at the La Sal mine pending a decision by IBLA on the appeal. Denison was added as an intervenor in this action on March 7, 2012. Both BLM and Denison filed responses and motions to dismiss this action for lack of standing, on the basis that an appealable decision has not been made by BLM. IBLA issued its ruling on June 25, 2012 in favor of BLM and Denison and dismissed the appeal.

On July 12, 2011, an Administrative Law Judge was appointed by the Executive Director of the Utah Department of Environmental Quality (“UDEQ”) to conduct an adjudicative proceeding relating to a Request for Agency Action before the Utah Air Quality Board, submitted by Uranium Watch and Living Rivers on November 4, 2010, as supplemented on March 17, 2011, March 23, 2011 and April 7, 2011. In their Request for Agency Action, Uranium Watch and Living Rivers allege certain deficiencies in the applications for approval and in the approvals granted in connection with radon emissions and monitoring at Denison’s La Sal mines complex, as well as certain deficiencies in Denison’s implementation of its radon monitoring program at the mine and in UDEQ’s regulation thereof. Uranium Watch and Living Rivers request a number of agency actions, including orders that certain approvals be withdrawn, that additional information and applications be submitted, that Denison cease operation of certain vents, mine portals and mine shafts that allegedly have not been properly approved, and that direct UDEQ to take certain actions to ensure compliance with applicable regulations. Motions for summary dismissal of this action were filed by UDEQ and Denison In November 2011. On February 8, 2012, the Administrative Law judge issued a Memorandum and Recommended Order, in favor of UDEQ and Denison, recommending that the Utah Air Quality Board, the final arbiter in this matter, dismiss this action. The Utah Air Quality Board heard this matter on March 7, 2012, affirmed the judge’s decision and denied the appeal.

On July 28, 2011, the Southern Utah Wilderness Alliance filed a Notice of Appeal with IBLA challenging BLM’s Finding of No Significant Impact (“FONSI”) for the Company’s recently acquired Daneros Mine project’s Environmental Assessment, requesting that IBLA set aside the FONSI and remand the Environmental Assessment to the BLM with instructions to prepare an Environmental Impact Statement or to revise the Environmental Assessment. Denison was added as an intervenor in this action. Responses were filed by BLM and Denison in early December 2011. IBLA issued its ruling on September 26, 2012 in favor of BLM and Denison and dismissed the appeal.

On December 8, 2011, the Colorado Court of Appeals upheld the issuance of the Special Use Permit (“SUP”) by Montrose County for the proposed Piñon Ridge Mill. Plaintiff Sheep Mountain Alliance did not appeal this decision to the Colorado Supreme Court. Therefore, the SUP is final and cannot be appealed further.

On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and Energy Fuels on the ten substantive environmental, health and safety claims in the lawsuit challenging CDPHE’s issuance to Energy Fuels of a radioactive materials license (“License”) for the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering an administrative hearing. The License has been set aside, pending the outcome of the hearing. The hearing was conducted on November 7, 2012 to November 13, 2012. CDPHE must issue a new License decision by April 2013. On October 11, 2012, the Company announced a settlement with the Town of Telluride and San Miguel County, Colorado (San Miguel County was granted party status in the administrative hearing). As a result of this settlement, these entities did not participate in the hearing. The Town of Ophir remains a party but is no longer represented by counsel.

 - 15 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time.

OFF-BALANCE SHEET ARRANGEMENTS

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

TRANSACTIONS WITH RELATED PARTIES

During the year ended September 30, 2012, Dundee Securities Ltd. served as one of the co-lead underwriters for the bought deal public offering of 22,000 floating-rate convertible unsecured subordinated debentures and received underwriting fees totaling $471,610 Dundee Securities Ltd. is a subsidiary of Dundee Corp., is a shareholder of the Company, and has two representatives on the Company’s Board of Directors.

During the year ended September 30, 2012, Dundee Securities Ltd. served as the Company’s lead agent for a private placement which closed June 29, 2012 and received agency fees totaling $264,410.

During the year ended September 30, Dundee Securities Ltd. served as the Company’s financial advisor for the acquisition of the US Mining Division which closed June 29, 2012 and received advisory fees totaling $1,471,929 in cash and common shares of the Company.

During the year ended September 30, Dundee Securities Ltd. served as the Company’s financial advisor for the Titan transaction which closed February 29, 2012 and received advisory fees totaling $710,000 in cash and common shares of the Company.

The Company had recorded a loan in the amount of C$1,033,178 payable to Pinetree Resource Partnership (“Pinetree”), representing principal and interest due on loan advances made to Titan in December 2011 and January 2012. Pinetree is a shareholder of the Company and has three representatives on the Company’s board of directors. This loan has since been repaid in full.

DIVIDENDS

The Company has not paid dividends in the past and it does not expect to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

OUTSTANDING SHARE DATA

At December 20, 2012, there were 683,179,677 common shares issued and outstanding, 29,590,250 warrants issued and outstanding to purchase a total of 29,590,250 common shares, and 30,501,000 stock options outstanding to purchase a total of 30,501,000 common shares for a total of 743,270,927 common shares on a fully-diluted basis. In addition, at September 30, 2012, there were 22,000 Debentures outstanding, convertible into a total of 73,333,333 common shares.

- 16 -


ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the Company. They are assisted in this responsibility by the Company’s management team. The Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at September 30, 2012, have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiaries would have been known to them.

During the FY-2012, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

CORPORATE GOVERNANCE POLICIES

The disclosure required pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices has been made by the Company in its Management Information Circular dated January 10, 2012, which was distributed to shareholders and filed on SEDAR for internet access for public viewing.

Reconciliation of non-GAAP financial measures

The Company has included certain non-GAAP financial measures in this document. These measures are not defined under IFRS and should not be considered in isolation. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. The inclusion of these measures is meant to provide additional information and should not be used as substitute for performance measures prepared in accordance with IFRS. These measures are not necessarily standard and therefore may not be comparable to other issuers.

Critical accounting estimates and judgments

The preparation of these consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.

Significant estimates made by management:

  a.

Reserves and resources

     
 

Proven and probable reserves are the economically mineable parts of the Company’s measured and indicated mineral resources demonstrated by at least a preliminary feasibility study. The Company estimates its proven and probable reserves and measured and indicated and inferred mineral resources based on information compiled by appropriately qualified persons. The information relating to the geological data on the size, depth and shape of the ore body requires complex geological judgments to interpret the data. The estimation of future cash flows related to proven and probable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the proven and probable reserves or measured and indicated and inferred mineral resources estimates may impact the carrying value of property, plant and equipment, goodwill, reclamation and remediation obligations, recognition of deferred tax amounts and depreciation, depletion and amortization.

     
  b.

Depreciation and amortization of property, plant and equipment

     
 

Property, plant and equipment comprise a large component of the Company’s assets and, as such, the depreciation and amortization of those assets have a significant effect on the Company’s financial statements. Depreciation and amortization of property, plant and equipment used in production is calculated on a straight line basis or a unit of production basis as appropriate.

- 17 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

 

Plant and equipment assets depreciated using a straight-line basis results in the allocation of production costs evenly over the assets useful life defined as a period of time. Plant and equipment assets depreciated on a units-of-production basis results in the allocation of production costs based on current period production in proportion to total anticipated production from the facility.

     
 

Mineral property assets are amortized using a units-of-production basis that allocates the cost of the asset to production cost based on the current period’s mined ore as a proportion of the total estimated resources in the related ore body. The process of making these estimates requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of production, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

     
 

Changes in these estimates may materially impact the carrying value of the Company’s property, plant and equipment and the recorded amount of depletion and depreciation.

     
  c.

Valuation of long-lived assets

     
 

The Company undertakes a review of the carrying values of property, plant and equipment; mineral property assets; and milling facilities and related expenditures whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, the management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, forecast commodity prices, future operating and capital costs and reclamation costs to the end of the mine or mill’s life. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of plant, property and equipment, mineral properties, milling facilities and related expenditures.

     
  d.

Inventories

     
 

The Company values its concentrates, work in process and ore stockpile inventories at the lower of cost or net realizable value at the end of the reporting period. Costs represent the average cost, and include direct labor and materials costs, mine and mill site overhead, plant and equipment depreciation, mineral property amortization and stockpile depletion. Net realizable value is based on estimated future commodity prices and estimated costs required to convert work in process and ore stockpile inventories into saleable form.

     
 

These estimates are subject to change from period-to -period which may materially impact the carrying value of the Company’s inventories resulting in inventory write-downs and recoveries.

     
  e.

Deferred tax assets and liabilities

     
 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply when the differences are expected to be recovered or settled. The determination of the ability of the Company to utilize tax loss carry forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, commodity prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

     
  f.

Business Combinations

     
 

Management uses judgment in applying the acquisition method of accounting for business combinations and in determining fair values of the identifiable assets and liabilities acquired. The value placed on the acquired assets and liabilities, including identifiable intangible assets, will have an effect on the amount of goodwill or bargain purchase gain that the Company may record on an acquisition. Changes in economic conditions, commodity prices and other factors between the date that an acquisition is announced and when it finally is consummated can have a material difference on the allocation used to record a preliminary purchase price allocation versus the final purchase price allocation which can take up to one year after acquisition to complete.

- 18 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

  g.

Decommissioning liabilities

     
 

Asset retirement obligations are recorded as a liability when the asset is initially constructed. The Company has accrued its best estimate of its share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future.

Future Accounting Changes

IFRS 9 Financial Instruments

In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2015, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Under IFRS 9 for financial liabilities measured at fair value under the fair value option, changes in fair value attributable to changes in credit risk will be recognized in OCI, with the remainder of the change recognized in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, the entire change in fair value will be recognized in profit or loss. Amounts presented in OCI will not be reclassified to profit or loss at a later date. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

.

IFRS 10 Consolidated Financial Statements

In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements (“IFRS 10”) which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements. This standard is effective for annual periods beginning on or after January 1, 2013, earlier application permitted. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IFRS 11 Joint Arrangements

In May 2011, the IASB issued IFRS 11 Joint Arrangements (“IFRS 11”) which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

- 19 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

IFRS 12 Disclosure of Interests in Other Entities

In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IFRS 13 Fair Value Measurement

In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. IFRS 13 does not introduce requirements to measure assets or liabilities at fair value, nor does it eliminate practicable exception to fair value measurement that currently exist in certain standards. The Company has not yet assessed the impact of the Standard on the consolidated financial statements.

IAS 1 Presentation of Financial Statements

In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company intends to adopt IAS 1 in its financial statements for the annual period beginning on October 1, 2012.

IAS 28 Investments in Associates and Joint Ventures (Amended in 2011)

IAS 28 (2011), Investments in Associates and Joint Ventures , supersedes IAS 28 Investments in Associates and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. The Standard defines 'significant influence' and provides guidance on how the equity method of accounting is to be applied (including exemptions from applying the equity method in some cases). It also prescribes how investments in associates and joint ventures should be tested for impairment.

The amended standard is effective for annual periods beginning on or after January 1, 2013. Entities that elect to early adopt this standard must also adopt the other standards included in the 'suite of five' standards on consolidation, joint arrangements and disclosures: IFRS 10, Consolidated Financial Statements , IFRS 11, Joint Arrangements , IFRS 12, Disclosure of Interests in Other Entities , and IAS 27 (2011), Separate Financial Statements . The Company intends to adopt the amendments to IAS 28 in its financial statements for the annual period beginning October 1, 2013. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

IAS 32 Financial Instruments: Presentation

Amendments to IAS 32, Financial Instruments : Presentation, clarifies that an entity currently has a legally enforceable right to off-set financial assets and liabilities if that right is: not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The amendments to IAS 32 are to be applied retrospectively. The Company intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning October 1, 2014. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

- 20 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine. The interpretation, which has an effective date for annual periods beginning on or after January 1, 2013, sets out the accounting for overburden waste removal (stripping) costs in the production phase of a surface mine. The interpretation requires recognition of production stripping costs that improve access to ore to be mined in the future as a non-current asset if, and only if, all the following criteria are met:

Subsequent to initial recognition, the life of the component will determine the period of depreciation; it will differ from the life of the mine unless the stripping activity improves access to the whole of the remaining ore body.

When the costs of the stripping activity asset versus inventory produced are not separately identifiable, the entity allocates production stripping costs between the two based on a ‘relevant’ production measure.

For companies with existing asset balances related to stripping activity on the date of adoption, existing balances which do not relate to an identifiable component of ore body are written off against opening retained earnings. Existing asset balances which relate to production stripping not written off will be reclassified as part of an existing asset to which the stripping activity relate and depreciated over the remaining expected useful life of the identified component to which it relates. The Company intends to adopt the interpretation in its financial statements for the annual period beginning on October 1, 2013. The Company does not expect the interpretation to have a material impact on the financial statements.

CONVERSION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The adoption of IFRS requires the application of IFRS 1, which provides guidance for an entity’s initial adoption of IFRS. IFRS 1 generally requires retrospective application of IFRS effective at the end of an entity’s first annual IFRS reporting period. However, IFRS 1 also provides for certain optional exemptions and mandatory exemptions to the retrospective treatment.

The Company has elected to apply the following optional exemptions in its preparation of its opening IFRS consolidated statement of financial position as at October 1, 2010, the Company’s “Transition Date”.

IFRS 1 does not permit changes to estimates that have been made previously. Estimates used in the preparation of the Company’s opening IFRS statement of financial position, and other comparative information restated to comply with IFRS, are consistent with those made previously under current Canadian GAAP.

Changes to accounting policies

The adoption of IFRS resulted in changes to the accounting policies as compared to the most recent annual financial statements prepared under Canadian GAAP. Accounting policies have been changed to be consistent with IFRS as is expected to be effective on September 30, 2012.

The following summarizes the significant changes to the Company’s accounting policies on adoption of IFRS, and the effect on the Company’s opening IFRS consolidated statement of financial position.

- 21 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Property, plant and equipment

IFRS requires the Company to choose, for each class of equipment, either the cost model or the revaluation model. The Company has selected the cost model in accounting for all of its capital assets.

The Company has changed its accounting policy to reflect the requirement under IFRS that when an item of property, plant and equipment that is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant and equipment and amortized over their respective useful lives. This change in accounting policy had no impact on the Company’s consolidated financial statements.

Upon transition to IFRS, the Piñon Ridge mill site and all intangible costs incurred to obtain the mill license are now presented in property, plant and equipment in accordance with IAS 16 Property, Plant and Equipment . This resulted in the reclassification of $11,297,478 and $12,762,815 from exploration and evaluation costs to property, plant and equipment as at October 1, 2010 and September 30, 2011, respectively.

Impairment of assets

IFRS requires a write down of assets if the recoverable amount is less than its carrying value. The recoverable amount is defined as the higher of the fair value less costs to sell and the value in use. Value in use is determined using the discounted estimated future cash flows. Under Canadian GAAP, a write down to estimated fair value was required only if the undiscounted estimated future cash flows of a group of assets are less than their carrying value.

IFRS also requires the reversal of any previous impairment losses, with the exception of goodwill, where circumstances have changed such that the level of impairment in the value of the assets has been reduced. Under Canadian GAAP, the reversal of impairment losses was prohibited.

The Company has changed its accounting policies related to impairment of assets to be consistent with the requirements under IFRS. This change in accounting policy had no impact on the Company’s consolidated financial statements.

Share-based payments

In certain circumstances, IFRS requires a different measurement of share-based compensation than under Canadian GAAP. In particular, the Company has changed its accounting policy to recognized forfeitures in its calculation of the expense associated with the grants of graded stock options.

The effect of applying this change in accounting policy to all stock option grants which had not yet fully vested resulted in a decrease in contributed surplus of $5,005 and $8,952, along with a corresponding decrease in the deficit within shareholders’ equity as at October 1, 2010 and September 30, 2011, respectively.

Accounting for income taxes

IFRS requires the recognition of deferred taxes on the temporary differences in the accounting and tax basis of non-monetary assets and liabilities of foreign operations arising from exchange rate fluctuations. Deferred taxes were not recognized on these types of temporary differences under Canadian GAAP. This change in accounting policy had no impact on the Company’s consolidated financial statements.

Decommissioning liability

Under Canadian GAAP, the decommissioning liability is discounted based on the credit adjusted risk-free rate. Under IFRS, the decommissioning liability is discounted based on the current risk-free discount rate. Accordingly, the Company recorded an adjustment to increase the decommissioning liability by $84,457 as of October 1, 2010 and an increase of $66,431 as of September 30, 2011.

IFRS 1 provides the option to measure the restoration provision at the Transition Date in accordance with the requirements of IAS 37. Accordingly the Company re-measured the provisions as at Transition Date under IAS 37, Provisions, Contingent Liabilities and Contingent Assets , and estimated the amount to be included in the cost of the related asset by discounting the liability to the date which the liability first arose.

- 22 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Presentation

Certain amounts on the consolidated statement of financial position, statement of comprehensive loss, statement of shareholders’ equity, and statement of cash flows have been reclassified to conform to the presentation adopted under IFRS.

Reconciliation of Canadian GAAP to IFRS

The following provides reconciliations of the shareholders’ equity and the comprehensive loss from Canadian GAAP to IFRS for the respective periods. The adoption of IFRS did not have a material impact on the condensed consolidated statement of cash flows.

Cash Flows

Consistent with the Group’s accounting policy choice under IAS 7 Statement of Cash Flows , interest paid and income taxes paid have moved into the body of the Statement of Cash Flows, whereas they were previously disclosed as supplementary information. There are no other material differences between the statement of cash flows presented under IFRSs and the statement of cash flows presented under previous Canadian GAAP.

In preparing the financial statements for the year ended September 30, 2011 and the disclosures included in these financial statements, all comparative amounts have been restated to comply with IFRS, except where the Company has applied the optional and mandatory exemptions under IFRS 1. The Company has reconciled the following financial statements as prepared under Canadian GAAP to those prepared under IFRS for the following years:

          September 30,     October 1,  
                                                                                                                              Note     2011     2010  
                   
Shareholders' equity under Canadian GAAP       $  42,192,648   $  32,623,054  
Shareholders' equity under IFRS       $  42,192,648   $  32,623,054  

          Year Ended  
          September 30,  
                                                                                                                            Note     2011  
             
Comprehensive loss under Canadian GAAP       $  (3,571,219 )
Change in recognition of share-based payments         3,947  
Net loss under IFRS         (3,567,272 )
Foreign currency translation reserve         (1,223,315 )
Net comprehensive loss under IFRS       $  (4,790,587 )

ENVIRONMENTAL RESPONSIBILITY

Energy Fuels periodically reviews the anticipated costs of decommissioning and reclaiming its mill and mine sites as part of its environmental planning process. Further, the Company formally reviews the White Mesa Mill’s reclamation estimate annually with applicable regulatory authorities. The undiscounted mill and mine reclamation estimates at September 30, 2012 are $24,647,000 which are expected to be sufficient to cover the projected future costs for reclamation of the White Mesa Mill and mine operations. However, there can be no assurance that the ultimate cost

- 23 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

of such reclamation obligations will not exceed the estimated liability contained in the Company’s financial statements.

The Company has posted cash bonds and surety bonds supported by collateralized trust funds as security for these liabilities. At September 30, 2012, the amount of these restricted cash and investments collateralizing the Company’s reclamation obligations was $28,525,000.

Prior to Energy Fuels acquisition of the US Mining Division, chloroform contamination was detected at the White Mesa mill site that appears to have resulted from the operation of a temporary laboratory facility that was located at the site prior to and during the construction of the mill facility, and from septic drain fields that were used for laboratory and sanitary wastes prior to construction of the mill’s tailings cells. In April 2003, Denison commenced an interim remedial program of pumping the chloroform contaminated water from the groundwater to the mill’s tailings cells. This will enable Energy Fuels to begin cleanup of the contaminated areas and to take a further step towards resolution of this outstanding issue. Pumping from the wells continued in 2012. Energy Fuels is continuing to work with the State of Utah to develop a long-term Corrective Action Plan. A draft of the Corrective Action Plan is currently being reviewed by the State. While the investigations to date indicate that this chloroform contamination appears to be contained in a manageable area, the scope and costs of final remediation have not yet been determined and could be significant.

Elevated concentrations of nitrate and chloride were observed in some monitoring wells at the White Mesa Mill site in 2008 a number of which are upgradient of the mill’s tailings cells. Pursuant to a Stipulated Consent Agreement with UDEQ, Denison retained INTERA, Inc., an independent professional engineering firm, to investigate these elevated concentrations and to prepare a Contamination Investigation Report for submittal to UDEQ. The investigation was completed in 2009 and the Contamination Investigation Report was submitted to UDEQ in January 2010. INTERA concluded in the Report that: (1) the nitrate and chloride are co-extensive and appear to originally come from the same source; and (2) the source is upgradient of the mill property and is not the result of Mill activities. UDEQ reviewed the Report, and has concluded that further investigations were required before it can determine the source of the contamination and the responsibility for cleanup. Such investigations were performed in 2010 and 2011, but were considered to be inconclusive by UDEQ. As a result, after the investigations, it has been determined that there are site conditions that make it difficult to ascertain the source(s) of contamination at the site, and that it has therefore not been possible to date to determine the source(s), causes(s), attribution, magnitudes of contribution, and proportion(s) of the local nitrate and chloride in groundwater. For those reasons, UDEQ has decided that it cannot eliminate mill activities as a potential cause, either in full or in part, of the contamination. The Company and UDEQ have therefore agreed that resources are better spent in developing a Corrective Action Plan, rather than continuing with further investigations as to the source(s) and attribution of the groundwater contamination. Pursuant to a revised Stipulated Consent Agreement, Denison submitted to UDEQ in November 2011 a draft Corrective Action Plan for remediation of the contamination, which involves a program of pumping the nitrate contaminated groundwater to the mill’s tailings cells, similar to the chloroform remedial program. UDEQ approved the Corrective Action Plan on December 12, 2012. Although the contamination appears to be contained in a manageable area, the scope and costs of final remediation have not yet been determined and could be significant.

During 2011 and 2012, the White Mesa Mill reported consecutive exceedances of groundwater compliance limits (“GWCLs”) under the White Mesa Mill’s Groundwater Discharge Permit (“GWDP”) for several constituents in several wells, and there are decreasing trends in pH in a number of wells across the site that have caused the pH in a number of compliance monitoring wells to have dropped below their GWCLs. These exceedances and pH trends include wells that are up-gradient of the Mill facilities, far down-gradient of the Mill site and at the site itself. These consecutive exceedances of GWCLs have resulted in violations of the GWDP, and the Company is in the process of evaluating and further characterizing the exceedances and trends, pursuant to a plan and schedule that has been approved by UDEQ. However, given the fact that trends in a number of constituents at the site have previously been determined to have been the result of natural causes, and that the exceedances and trends that have been recently identified and are the subject of current violations are widespread and include wells that are up-gradient and far down-gradient from the activities at the White Mesa Mill, the Company believes that these recently identified consecutive exceedances and trends are not the result of activities at the Mill. If the exceedances and trends are determined to be the result of natural causes, then the applicable GWCLs may have to be re-evaluated. If the exceedances are determined to be caused by activities at the White Mesa Mill, than a corrective action plan for remediation would be required, the scope and costs of which would have to be determined and could be significant.

- 24 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

RESEARCH AND DEVELOPMENT

The Company does not have a formal research and development program. Process development efforts expended in connection with processing alternate feeds are included as a cost of processing. Process development efforts expended in the evaluation of potential alternate feed materials that are not ultimately processed at the mill are included in mill overhead costs. The Company does not rely on patents or technological licenses in any significant way in the conduct of its business.

MANAGEMENT OF CAPITAL

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to maintain the Company’s production capabilities, pursue the development and exploration of its mineral properties, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company depends on current production and sales to fund its activities. In the past, the Company depended on external financing to fund operating and development activities, and may require additional such financing in the future. The capital structure of the Company currently consists of cash and cash equivalents, inventory, common shares, Debentures, warrants, and stock options. Changes in the equity accounts of the Company are disclosed in Note 14 of the audited financial statements. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares. The Company may require access to equity and credit markets to fund continued production, exploration and development of its mineral properties and the future growth of the business. The Company is not subject to externally imposed capital requirements. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

The Company is required by regulatory agencies to provide surety bonds totaling $24,647,000 to cover the estimated reclamation costs for mining, milling, exploration and development, including the White Mesa Mill decommissioning obligation and the decommissioning obligations at the Company’s other mines.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Fair value hierarchy:

Financial instruments recorded at fair value on the balance sheet are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.
Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
Level 3 – Reflects inputs that are not based on observable market data.

The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as of September 30, 2012:

    Level 1     Level 2     Level 3     Total  
Marketable securities   1,626,512     -     -     1,626,512  
Convertible debentures   22,103,673     -     -     22,103,673  
                                                                  $  23,730,185   $  -   $                -   $  23,730,185  

(b) Fair values:

As at September 30, 2012, the fair values of cash and cash equivalents, restricted cash, short-term deposits, receivables, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.

- 25 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

(c) Credit Risk:

Credit risk relates to cash and cash equivalents and trade and other receivables and arises from the possibility that any counterparty to an instrument fails to perform. The Company only transacts with highly-rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. The Company’s sales are attributable mainly to three multinational utilities. As at September 30, 2012, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, trade receivables and taxes recoverable.

The aging of trade and other receivables at the reporting date that were not impaired were as follows:

    September 30,     September 30,  
    2012     2011  
  $      
Neither past due or impaired   15,267,846     509,154  
   Past due 1-30 days   -     -  
   Past due 31-90 days   -     -  
   Past due 91-120 days   -     -  
    15,267,846     509,154  

(d) Liquidity Risk:

Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 12 and 14. The Company has $44,080,305 of working capital as at September 30, 2012 (2011 - $6,788,823). Accounts payable and accrued liabilities, current portion of notes payable and current taxes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in note 19.

The following are the contractual maturities of financial liabilities (undiscounted) outstanding as at September 30, 2012:

    < 1 year     1 to 2 years     2 to 5 years     Thereafter     Total  
Accounts payable and accrued liabilities $  15,347,239   $  -   $  -   $  -   $  15,347,239  
Loans and borrowings   2,161,166     2,161,166     24,775,888     -     29,098,220  
  $  17,508,405   $  2,161,166   $  24,775,888   $  -   $  44,445,459  

(e) Foreign Currency Risk:

The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

The following table summarizes, in United States dollar equivalents, the Company’s major foreign currency exposures as of September 30, 2012:

Cash and cash equivalents $  7,877,164  
   Total $  7,877,164  

- 26 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at September 30, 2012 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

    Change for     Increase (decrease) in net  
    Sensitivity Analysis     income  
Strengthening net earnings +1% change in U.S. dollar $77,488
Weakening net earnings -1% change in U.S. dollar ($77,488)

(f) Interest rate risk:

The Company is also exposed to in interest rate risk associated with the convertible debentures which is based on the spot market price of U 3 O 8 . The Company does not use derivatives to manage interest rate risk. The following chart displays the interest rate at various U 3 O 8 price levels.

UxC U 3 O 8 Weekly Indicator Price Annual Interest Rate
Up to $54.99 8.50%
$55.00 – $59.99 9.00%
$60.00 – $64.99 9.50%
$65.00 – $69.99 10.00%
$70.00 – $74.99 10.50%
$75.00 – $79.99 11.00%
$80.00 – $84.99 11.50%
$85.00 – $89.99 12.00%
$90.00 – $94.99 12.50%
$95.00 – $99.99 13.00%
$100 and above 13.50%

(g) Capital management:

The Company’s objectives, when managing capital, are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations and deploy capital to develop its mining properties into production and to maintain investor, creditor and market confidence to sustain the future development of the business. The Company considers its capital structure to include share capital and working capital.

The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may, from time to time, issue new shares, issue new debt (secured, unsecured, convertible and/or other types of debt instruments), acquire or dispose of assets or adjust its capital spending to manage its ability to continue as a going concern.

As of September 30, 2012, the Company is not subject to any externally imposed capital requirements.

- 27 -



ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

RISK FACTORS

There are a number of factors that could negatively affect Energy Fuels’ business and the value of Energy Fuels’ common shares, including the factors listed below. The following information pertains to the outlook and conditions currently known to Energy Fuels that could have a material impact on the financial condition of the Company. This information, by its nature, is not all inclusive. It is not a guarantee that other factors will not affect Energy Fuels in the future.

Uranium and Vanadium Price Fluctuations

The results of the Company’s operations are significantly affected by the market price of uranium and vanadium which are cyclical and subject to substantial price fluctuations. The Company’s earnings and operating cash flow are and will be particularly sensitive to the change in the long and short term market price of uranium and vanadium. Among other factors, these prices also affect the value of the Company’s reserves and inventories and the market price of the Company’s common shares.

Market prices can be affected by numerous factors beyond the Company’s control. With respect to uranium, such factors include, among others: demand for nuclear power, political and economic conditions in uranium producing and consuming countries, public and political response to a nuclear incident, reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails, sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants, uranium supply, including the supply from other secondary sources and production levels and costs of production. With respect to vanadium, such factors include, among others: demand for steel, political and economic conditions in vanadium producing and consuming countries, world production levels and costs of production. Other factors include levels of supply and demand for a broad range of industrial products, substitution of new or different products in critical applications for the Company’s existing products, expectations with respect to the rate of inflation, the relative strength of the US dollar and of certain other currencies, interest rates, global or regional political or economic crises and sales of uranium and vanadium by holders in response to such factors. If prices should decline below the Company’s cash costs of production and remain at such levels for any sustained period, the Company may determine that it is not economically feasible to continue commercial production at any or all of the Company’s mines or other facilities and may also be required to look for alternatives other than cash flow to maintain the Company’s liquidity until prices recover.

The recent fluctuations in the price of many commodities is an example of a situation over which the Company has no control and which could materially adversely affect the Company in a manner for which it may not be able to compensate. There can be no assurance that the price of any minerals produced from the Company’s properties will be such that any deposits can be mined at a profit.

The Company’s profitability is directly related to the market price of uranium and vanadium produced. The Company may from time to time undertake commodity and currency hedging programs, with the intention of maintaining adequate cash flows and profitability to contribute to the long term viability of the business. The Company anticipates selling forward in the ordinary course of business if, and when, the Company has sufficient assets and production to support forward sale arrangements. There are, however, risks associated with forward sale programs. If the Company does not have sufficient production to meet its forward sale commitments, it may have to buy or borrow (for later delivery back from production) sufficient product in the spot market to deliver under the forward sales contracts, possibly at higher prices than provided for in the forward sales contracts. Although the Company employs various pricing mechanisms within its sales contracts to manage its exposure to price fluctuations, there can be no assurance that such mechanisms will be successful.

Global Economic Downturn

In the event of a continued general economic downturn or a recession, there can be no assurance that the business, financial condition and results of operations of the Company would not be materially adversely affected. Current global financial conditions have been subject to increased volatility, and numerous commercial and financial enterprises have either gone into bankruptcy or creditor protection or have had to be rescued by governmental authorities. Access to public financing has been negatively impacted by sub-prime mortgage defaults in the United States, the liquidity crisis affecting the asset-backed commercial paper and collateralized debt obligation markets, massive investment losses by banks with resultant recapitalization efforts and a deterioration in the global economy. Although economic conditions have shown improvement in recent years, the recovery from the recession has been slow in various jurisdictions including in Europe and the United States and has been impacted by various ongoing factors including sovereign debt levels and high levels of unemployment, which continue to impact commodity prices and which have resulted in high volatility in currencies and global debt and stock markets.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

These factors may impact the Company’s ability to obtain equity, debt or bank financing on terms commercially reasonable to the Company, or at all. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the trading price of the Company’s securities could continue to be adversely affected.

Market Price of Shares

Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic conditions in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Company’s securities is also likely to be significantly affected by short-term changes in commodity prices, other mineral prices, currency exchange fluctuation, or in its financial condition or results of operations as reflected in its periodic earnings reports. Other factors unrelated to the performance of the Company that may have an effect on the price of the securities of the Company include the following: the extent of analytical coverage available to investors concerning the business of the Company may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect an investor's ability to trade significant numbers of securities of the Company; the size of the Company public float and its inclusion in market indices may limit the ability of some institutions to invest in the Company's securities; and a substantial decline in the price of the securities of the Company that persists for a significant period of time could cause the Company’s securities to be delisted from an exchange, further reducing market liquidity. If an active market for the securities of the Company does not continue, the liquidity of an investor's investment may be limited and the price of the securities of the Company may decline. If an active market does not exist, investors may lose their entire investment in the Company. As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the long-term value of the Company. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Governmental Regulation and Policy Risks

Exploration, development, mining and milling of minerals and the transportation and handling of the products produced are subject to extensive federal, state and local laws and regulations governing, among other things, acquisition of the mining interests, maintenance of claims, tenure, expropriation, prospecting, exploration, development, mining, milling and production, price controls, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, toxic substances, water use, land use, Native American land claims, environmental protection and remediation, endangered and protected species, mine and mill decommissioning and reclamation, mine safety, transportation safety and emergency response and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating and closing the Company’s mines and processing facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact the Company’s decision as to whether to operate existing mines, or, with respect to exploration and development properties, whether to proceed with exploration or development, or that such laws and regulations may result in the Company incurring significant costs to remediate or decommission properties that do not comply with applicable environmental standards at such time. The Company expends significant financial and managerial resources to comply with such laws and regulations. The Company anticipates it will have to continue to do so as the historic trend toward stricter government regulation may continue. There can be no assurance that future changes in applicable laws and regulations will not adversely affect the operations or financial condition of the Company. New laws and regulations, amendments to existing laws and regulations or more stringent implementation of existing laws and regulations, including through stricter license and permit conditions, could have a material adverse impact on the Company, increase costs, cause a reduction in levels of, or suspension of, production and/or delay or prevent the development of new mining properties.

Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to the Company’s ownership of a property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions. These actions may result in orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Companies engaged in uranium exploration operations may be required to compensate others who suffer loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Should the Company be unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect on the Company. To the extent that the Company is subject to uninsured environmental liabilities, the payment of such liabilities would reduce otherwise available earnings and could have a material adverse effect on the Company. In addition, the Company does not have coverage for certain environmental losses and other risks as such coverage cannot be purchased at a commercially reasonable cost. Compliance with applicable environmental laws and regulations requires significant expenditures and increases mine development and operating costs

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside the Company’s control. Any significant delays in obtaining or renewing such permits or licenses in the future could have a material adverse effect on the Company. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions, such as those imposed by the suspension agreement between the United States and Russia and the agreement between the United States and Russia related to the supply of Russian HEU into the United States. Changes in these policies and restrictions may adversely impact the Company’s business.

Public Acceptance of Nuclear Energy and Competition from Other Energy Sources

Growth of the uranium and nuclear industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, including the risk of a nuclear incident, the industry is subject to public opinion risks that could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrates. Technical advancements in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates.

Uranium Industry Competition and International Trade Restrictions

The international uranium industry, including the supply of uranium concentrates, is competitive. The Company markets uranium in direct competition with supplies available from a relatively small number of uranium mining companies, from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF6. The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of uranium available in the United States and Europe, which are the largest markets for uranium in the world.

Ability to Maintain Obligations Under Convertible Debentures and Other Debt

The Company is required to satisfy certain financial covenants in order to maintain its good standing under the 22,000 floating-rate unsecured subordinated convertible debentures issued on July 24, 2012 (the “Debentures”). The Company may from time to time enter into other arrangements to borrow money in order to fund its operations and expansion plans, and such arrangements may include covenants that have similar obligations or that restrict its business in some way. Events may occur in the future, including events out of the Company’s control that would cause the Company to fail to satisfy its obligations under the Debentures or other debt instruments. In such circumstances, or if the Company were to default on its obligations under the Debentures or other debt instruments, the amounts drawn under the Company’s debt agreements may become due and payable before the agreed maturity date, and the Company may not have the financial resources to repay such amounts when due.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Additional Funding Requirements

The Company may need additional financing in connection with the implementation of its business and strategic plans from time to time. The exploration and development of mineral properties and the ongoing operation of mines, requires a substantial amount of capital and may depend on the Company’s ability to obtain financing through joint ventures, debt financing, equity financing or other means. The Company may accordingly have further capital requirements to take advantage of further opportunities or acquisitions. The Company’s financial condition, general market conditions, volatile uranium and vanadium markets, a claim against the Company, a significant disruption to the Company’s business or operations or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. Further, continuing volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or affect the ability of the Company, or third parties it seeks to do business with, to access those markets. There is no assurance that the Company will be successful in obtaining required financing as and when needed on acceptable terms, if at all.

Dilution from Further Equity Financing

If the Company raises additional funding by issuing additional equity securities or securities convertible, exercisable or exchangeable for equity securities, such financing may substantially dilute the interests of shareholders of the Company and reduce the value of their investment.

Nature of Exploration and Development

The exploration and development of mineral deposits involve significant financial risks. Development of any of the exploration properties in which the Company has an interest will only follow upon obtaining satisfactory exploration results. The exploration and development of mineral deposits involve significant financial risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish mineral resources and mineral reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on the Company’s mineral resource properties will result in a profitable commercial mining operation.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things, the accuracy of reserve estimates, the particular attributes of the deposit, such as its size and grade, ability to economically recover commercial quantities of the minerals, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting and environmental protection. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits and availability of adequate financing. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

It is possible that actual costs and economic returns of current and new mining operations may differ materially from the Company’s best estimates. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, take much longer than originally anticipated to bring into a producing phase, and to require more capital than anticipated.

The Company’s Mineral Reserves and Resources are Estimates

Mineral reserves and resources are statistical estimates of mineral content, based on limited information acquired through drilling and other sampling methods, and require judgmental interpretations of geology. Successful extraction requires safe and efficient mining and processing. The Company’s mineral reserves and resources are estimates, and no assurance can be given that the estimated resources are accurate or that the indicated level of uranium or vanadium will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production is possible, and during that time the economic feasibility of exploiting a discovery may change.

Mineral reserve and resource estimates for properties that have not commenced production are based, in many instances, on limited and widely spaced drill hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomes available or as actual production experience is gained. It should not be assumed that all or any part of the Company’s mineral resources constitute or will be converted into reserves. Market price fluctuations of uranium or vanadium as applicable, as well as increased production and capital costs or reduced recovery rates, may render the Company’s proven and probable reserves unprofitable to develop at a particular site or sites for periods of time or may render mineral reserves containing relatively lower grade mineralization uneconomic.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Environmental Regulatory Requirements and Risk

The Company is required to comply with environmental protection laws and regulations and permitting requirements promulgated by federal agencies and various states and counties in which the Company operates, in connection with mining and milling operations. The uranium industry is subject not only to the worker health and safety and environmental risks associated with all mining businesses, but also to additional risks uniquely associated with uranium mining and milling. The Company expends significant resources, both financial and managerial, to comply with these laws and regulations. The possibility of more stringent regulations exists in the areas of worker health and safety, storage of hazardous materials, standards for heavy equipment used in mining or milling, the disposition of wastes, the decommissioning and reclamation of exploration, mining, milling and in-situ sites, climate change and other environmental matters, each of which could have a material adverse effect on the cost or the viability of a particular project.

The Company cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation is generally toward stricter standards, and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies, stricter interpretation of existing laws and stricter permit and license conditions, may necessitate significant capital outlays, may materially affect the Company’s results of operations and business or may cause material changes or delays in the Company’s intended activities. There can be no assurance of the Company’s continued compliance or ability to meet stricter environmental laws and regulations and permit or license conditions.

The Company’s operations may require additional analysis in the future including environmental, cultural and social impact and other related studies. Certain activities require the submission and approval of environmental impact assessments. The Company cannot provide assurance that it will be able to obtain or maintain all necessary permits that may be required to continue operations or exploration and development of its properties or, if feasible, to commence construction or operation of mining facilities at such properties on terms that enable operations to be conducted at economically justifiable costs. If the Company is unable to obtain or maintain, licenses, permits or other rights for development of its properties, or otherwise fails to manage adequately future environmental issues, its operations could be materially and adversely affected.

Opposition to Mining may Disrupt Business Activity

In recent years, governmental and non-governmental agencies, individuals, communities and courts have become more vocal and active with respect to their opposition of certain mining and business activities including with respect to the commencement and recommencement of mining at the Company's mines, such as the Canyon Mine. This opposition may take on forms such as road blockades, applications for injunctions seeking work stoppages, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavourable laws and regulations, and other rulings contrary to an entity’s interest. These actions can occur in response to current activities or in respect of mines that are decades old. Opposition to the Company’s business activities are beyond the Company’s control. Any opposition to the Company’s business activities may cause a disruption to the Company’s business activities and may result in increased costs and this could have a material adverse effect on the Company’s business and financial condition.

Competition for Properties and Experienced Employees

The Company competes with other mining companies and individuals for mining interests on exploration properties and the acquisition of mining assets, which may increase its cost of acquiring suitable claims, properties and assets, and the Company also competes with other mining companies to attract and retain key executives and employees.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

There can be no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties and assets or in attracting and retaining skilled and experienced employees. The mining industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labour, and these shortages have caused unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules.

Litigation

The Company is subject to litigation arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price or failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty. If the Company is unable to resolve these disputes favourably, it may have a material adverse impact on the Company’s financial performance, cash flow and results of operations.

Decommissioning and Reclamation

As owner and operator of the White Mesa Mill and numerous uranium and uranium/vanadium mines located in the United States and certain exploration properties, and for so long as the Company remains an owner thereof, the Company is obligated to eventually reclaim or participate in the reclamation of such properties. Most, but not all, of the Company’s reclamation obligations are bonded, and cash and other assets of the Company have been reserved to secure this bonded amount. Although the Company’s financial statements will record a liability for the asset retirement obligation, and the bonding requirements are generally periodically reviewed by applicable regulatory authorities, there can be no assurance or guarantee that the ultimate cost of such reclamation obligations will not exceed the estimated liability to be provided on the Company’s financial statements.

Decommissioning plans for the Company’s properties have been filed with applicable regulatory authorities. These regulatory authorities have accepted the decommissioning plans in concept, not upon a detailed performance forecast, which has not yet been generated. As the Company’s properties approach or go into decommissioning, further regulatory review of the decommissioning plans may result in additional decommissioning requirements, associated costs and the requirement to provide additional financial assurances. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulatory authorities.

Technical Innovation and Obsolescence

Requirements for the Company’s products and services may be affected by technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for uranium or vanadium. In addition, the Company’s competitors may adopt technological advancements that give them an advantage over the Company.

Property Title Risk

The Company has investigated its rights to explore and exploit all of its material properties and, to the best of its knowledge, those rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties, including by local governments.

The validity of unpatented mining claims on U.S. public lands is sometimes difficult to confirm and may be contested. Due to the extensive requirements and associated expense required to obtain and maintain mining rights on U.S. public lands, the Company's U.S. properties are subject to various title uncertainties which are common to the industry or the geographic location of such claims, with the attendant risk that there may be defects in its title. In addition, the Secretary of the Interior has withdrawn certain lands around the Grand Canyon National Park from location and entry under the Mining Laws. All of the Company’s material Arizona Strip properties are located on these withdrawn lands. No new mining claims may be filed on the withdrawn lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. The Company believes that all of its material Arizona Strip projects are on valid mining claims that would withstand a mineral examination. Further, the Company’s Arizona 1 and Pinenut mines have approved plans of operations which, absent modification, would not require a mineral examination. Although the Company’s Canyon Mine also has an approved plan of operations, which, absent modification, would not require a mineral examination, the USFS performed a mineral examination at that mine in 2012, and concluded that the underlying mining claims were valid existing rights. However, market conditions may postpone or prevent the performance of mineral examinations on certain other properties and, if a mineral examination is performed on a property, there can be no guarantee that the mineral examination would not result in one or more of the Company’s mining claims being considered invalid, which could prevent a project from proceeding.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Foreign Currency Risks

The Company’s operations are subject to foreign currency fluctuations. The Company’s operating expenses and revenues are primarily incurred in U.S. dollars, while some of its cash balances and expenses are measured in Canadian dollars. The fluctuation of the Canadian dollar in relation to the U.S. dollar will consequently have an impact upon the profitability of the Company and may also affect the value of the Company’s assets and shareholders’ equity.

Post-Acquisition Success

The Company may not realize the currently anticipated benefits of acquiring the US Mining Division due to integration and operational challenges. The success of the Company following the Denison Acquisition will depend in large part on the success of the Company’s management in integrating the US Mining Division into the Company. The failure of the Company to achieve such integration could result in the failure of the Company to realize the anticipated benefits of the Denison Acquisition and could impair the results of operations, profitability and financial results of the Company.

Production Estimates and Production Efficiency

The Company may from time to time prepare estimates of future production for particular operations. No assurance can be given that any such production estimates will be achieved nor can assurance be given that production will be achieved in a cost effective manner. Failure to achieve production estimates or failure to achieve production in a cost effective manner could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. These production estimates are based on, among other things, the following factors: the accuracy of mineral reserve estimates; the accuracy of assumptions regarding ground conditions and physical characteristics of ores, such as hardness and presence or absence of particular metallurgical characteristics; the accuracy of estimated rates and costs of mining and processing; and assumptions as to future commodity prices.

The Company’s actual production may vary from estimates for a variety of reasons, including, among others: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short term operating factors relating to the mineral reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; risk and hazards associated with mining; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures and cave-ins; unexpected labor shortages or strikes; and varying conditions in the commodities markets.

Dependence on Issuance of Mill Licence Amendments and Renewals

The Company maintains regulatory licenses and permits in order to operate its mill at White Mesa, all of which are subject to renewal from time to time and are required in order for the Company to operate in compliance with applicable laws and regulations. In addition, depending on the Company’s business requirements, it may be necessary or desirable to seek amendments to one or more of its licenses or permits from time to time. While the Company has been successful in renewing its licenses and permits on a timely basis in the past and in obtaining such amendments as have been necessary or desirable, there can be no assurance that such license and permit renewals and amendments will be issued by applicable regulatory authorities on a timely basis or at all in the future.

Mining and Insurance

The operations of the Company are subject to all of the hazards and risks normally incidental to exploration, development and mining of mineral properties, including environmental hazards, industrial accidents, labor disputes, encountering unusual or unexpected geologic formations, rock bursts, pressures, cave-ins, flooding and periodic interruptions due to inclement or hazardous weather conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of, the Company’s mineral properties or processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of production from the Company’s mines or processing facilities or in its exploration or development activities, delay in or inability to receive regulatory approvals to transport its uranium concentrates, or costs, monetary losses and potential legal liability and adverse governmental action. In addition, due to the radioactive nature of the materials handled in uranium mining and processing, additional costs and risks are incurred by the Company on a regular and ongoing basis.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks are such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings, financial position and competitive position of the Company. No assurance can be given that such insurance will continue to be available or will be available at economically feasible premiums or that it will provide sufficient coverage for losses related to these or other risks and hazards. This lack of insurance coverage could result in material economic harm to the Company.

Replacement of Mineral Reserves and Resources

The Company’s mineral reserves and resources at its Arizona Strip, EZ Complex, Sage Plain, Henry Mountains, Daneros, Sheep Mountain, Whirlwind , and Energy Queen projects are the Company’s primary sources (and potential sources) of uranium concentrates. Unless other mineral reserves and resources are discovered or extensions to existing ore bodies are found, the Company’s sources of production for uranium concentrates will decrease over time as its current mineral reserves and resources are depleted. There can be no assurance that the Company’s future exploration, development and acquisition efforts will be successful in replenishing its mineral reserves and resources. In addition, while the Company believes that many of its properties will eventually be put into production, there can be no assurance that they will be or that they will be able to replace current production.

Credit Risk

The Company’s sales of uranium and vanadium products expose Energy Fuels to the risk of non-payment. The Company manages this risk by monitoring the credit worthiness of its customers and requiring pre-payment or other forms of payment security from customers with an unacceptable level of credit risk.

Dependence on Key Personnel and Qualified and Experienced Employees

The Company’s success will largely depend on the efforts and abilities of certain senior officers and key employees. Certain of these individuals have significant experience in the uranium industry. The number of individuals with significant experience in this industry is small. While the Company does not foresee any reason why such officers and key employees will not remain with the Company, if for any reason they do not, the Company could be adversely affected. The Company has not purchased key man life insurance for any of these individuals.

The Company’s success will also depend on the availability of qualified and experienced employees to work in the Company’s operations and the Company’s ability to attract and retain such employees. The number of individuals with relevant mining and operational experience in this industry is small.

Disclosure and Internal Controls

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to a company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of reporting, including financial reporting and financial statement preparation.

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ENERGY FUELS INC.
Management’s Discussion and Analysis
Year Ended September 30, 2012
(Expressed in U.S. Dollars, Unless Otherwise Noted)

Conflicts of Interest

Some of the directors of the Company are also directors of other companies that are similarly engaged in the business of acquiring, exploring and developing natural resource properties. Such associations may give rise to conflicts of interest from time to time. In particular, one of the consequences will be that corporate opportunities presented to a director of the Company may be offered to another company or companies with which the director is associated, and may not be presented or made available to the Company. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company, to disclose any interest which they may have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts of interest that arise will be subject to and governed by the procedures prescribed in the Company’s Code of Ethics and by the Business Corporations Act (Ontario).

Labor Relations

None of the Company’s operations directly employ unionized workers who work under collective agreements. However, there can be no assurance that employees of the Company or its contractors do not become unionized in the future, which may impact mill and mining operations. Any lengthy work stoppages may have a material adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Infrastructure

Mining, processing, development and exploration activities depend, to a substantial degree, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs. The Company considers the existing infrastructure to be adequate to support its proposed operations. However, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the operations, financial condition and results of operations of the Company.

QUALIFIED PERSON

The disclosure of scientific and technical information regarding Energy Fuels’ properties in this MD&A was prepared under the supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of Energy Fuels, who is a Qualified Person in accordance with the requirements of National Instrument 43-101.

- 36 -



Exhibit 99.3


2012 A NNUAL I NFORMATION F ORM

ENERGY FUELS INC.
DECEMBER 20, 2012



T ABLE O F C ONTENTS

DOCUMENTS INCORPORATED BY REFERENCE 1
CURRENCY 1
BASIS OF PRESENTATION 1
NOTE REGARDING FORWARD-LOOKING INFORMATION 1
NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED MINERAL RESOURCES 3
INCORPORATION AND SUBSIDIARIES 4
GENERAL DEVELOPMENT OF THE BUSINESS:  
     THREE-YEAR HIGHLIGHTS 6
          FY-2010 6
          FY-2011 7
          FY-2012 9
          Developments Since Sept. 30, 2012 10
     SIGNIFICANT ACQUISITIONS 11
          Acquisition of US Mining Division from Denison Mines Corp. 11
          Acquisition of Titan Uranium Inc. 12
ENERGY FUELS’ BUSINESS:  
     OVERVIEW 13
          Company Strategy 14
     MARKETING 15
          The Uranium Industry 15
          Uranium Demand 15
          Primary Uranium Supply 16
          Secondary Uranium Supply 16
          Uranium Prices 17
          Competition 17
          Uranium Marketing 17
          The Vanadium Market 18
          Vanadium Marketing 18
     OPERATIONS 19
          White Mesa Mill 19
          Energy Fuels’ Mines 22
          Ore Purchase and Toll Milling 24
          Mineral Exploration 24
          Other Projects  25
     MINERAL PROJECTS. 26
          Summary of Mineral Reserves and Resources  26
          Henry Mountains Complex 29
          Arizona Strip 37
          Daneros Mine 47
          Sheep Mountain Project 50
          Whirlwind Mine 56
          Energy Queen Mine 60
          Sage Plain Project 65
          San Rafael Uranium Project 70
          Non-Material Mineral Properties 75
          Historical Estimates 85
          Quality Assurance and Quality Control Procedures and Protocols 86
     PIÑON RIDGE MILL 88
     ENVIRONMENTAL AND SAFETY MATTERS 90
          White Mesa Mill 90
          Mines 92
     EMPLOYEES 92
     GOVERNMENT REGULATION 92
          U.S. Uranium Industry 92
          Land Tenure 93
RISK FACTORS 95
DIVIDENDS 107
DESCRIPTION OF CAPITAL STRUCTURE:  
     GENERAL DESCRIPTION OF CAPITAL STRUCTURE 107
     RIGHTS PLAN 107
MARKET FOR SECURITIES:  
     COMMON SHARES 108
     WARRANTS 108
     DEBENTURES 109
     ESCROWED SECURITIES 109
     TREASURY SHARES 109
DIRECTORS AND OFFICERS:  
     DIRECTORS 110
     EXECUTIVE OFFICERS 114
     CEASE TRADE ORDERS AND BANKRUPTCIES 116
     PENALTIES OR SANCTIONS 117
     CONFLICTS OF INTEREST 117
THE AUDIT COMMITTEE 118
LEGAL AND REGULATORY PROCEEDINGS:  
     ARIZONA 1 121
     LA SAL 121
     DANEROS 122
     PIÑON RIDGE MILL 122
     WHITE MESA MILL 123
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 123
TRANSFER AGENTS AND REGISTRARS 123
MATERIAL CONTRACTS 123
INTERESTS OF EXPERTS 124
ADDITIONAL INFORMATION 125
   
EXHIBIT 1 : Organizational Structure  
   
SCHEDULE A : Audit Committee Mandate & Charter  
   
SCHEDULE B : Glossary of Terms  



DOCUMENTS INCORPORATED BY REFERENCE

The following documents are specifically incorporated by reference in this Annual Information Form:

1.

The consolidated financial statements of Energy Fuels Inc. for the year ended September 30, 2012 prepared in accordance with International Financial Reporting Standards and the auditors' report thereon (the “2012 Annual Financial Statements” );

   
2.

Management’s Discussion and Analysis of Energy Fuels Inc. for the year ended September 30, 2012 (the “2012 Annual MD&A” );

The above documents are available for review on the System for Electronic Data Analysis and Retrieval ( “SEDAR” ), which may be accessed at the website www.sedar.com .

CURRENCY

All amounts stated in this Annual Information Form (“ AIF ”) are in United States dollars, unless otherwise indicated.

BASIS OF P RESENTATION

Financial information is presented in accordance with International Financial Reporting Standards (“ IFRS ”). Effective October 1, 2011 Energy Fuels Inc. (“ Energy Fuels ” or the “ Company ”) implemented IFRS and information presented for fiscal year 2012 ( “FY-2012” ) and fiscal year 2011 ( “FY-2011” ) has been prepared on an IFRS basis. Financial information for FY-2011 and prior has been prepared in accordance with Canadian generally accepted accounting principles before the adoption of IFRS.

The definitions of certain terms used in this AIF are set forth in Appendix B – Glossary.

This AIF is dated December 20, 2012. Except as otherwise indicated, the information contained in this AIF is stated as at September 30, 2012.

N OTE R EGARDING F ORWARD -L OOKING  I NFORMATION

Certain information contained in this AIF and certain documents incorporated by reference herein constitute “forward-looking information” within the meaning of applicable securities laws concerning the business, operations and financial performance and condition of Energy Fuels.

1


Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “does not expect”, “is expected”, “is likely”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, “continue”, “may”, “will”, “should”, “believes” and similar expressions. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause actual results, events, level of activity, performance or achievements to differ materially from those expressed or implied in such forward-looking statements. Energy Fuels believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct, and such forward-looking information included in, or incorporated by reference into, this AIF should not be unduly relied upon. This information speaks only as of the date of this AIF.

In particular, this AIF may contain forward-looking information pertaining to the following:

Energy Fuels’ actual results could differ materially from those anticipated in this forward-looking information as a result of the items discussed in the “Risk Factors” section herein, as a result of the risk factors discussed elsewhere in this AIF, and as a result of the following:

2


Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not, be construed as being exhaustive. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the mineral reserves and mineral resources described can be profitably produced in the future.

The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. Energy Fuels does not undertake any obligation to publicly update or revise any forward-looking information after the date of this AIF to conform such information to actual results or to changes in Energy Fuels’ expectations except as otherwise required by applicable legislation.

N OTE T O U NITED S TATES I NVESTORS C ONCERNING
E STIMATES O F M EASURED , I NDICATED & I NFERRED M INERAL R ESOURCES

This AIF uses the terms “measured,” “indicated” and “inferred” mineral resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable.

3



I NCORPORATION A ND S UBSIDIARIES

I NCORPORATION

Energy Fuels was incorporated on June 24, 1987 in the province of Alberta under the name Volcanic Metals Exploration Inc. On September 2, 2005, the Company was continued under the Business Corporations Act (Ontario). On May 26, 2006, Volcanic Metals Exploration Inc. changed its name to Energy Fuels Inc.

The registered and head office of Energy Fuels is located at 2 Toronto Street, Suite 500, Toronto, Ontario, M5G 2B6, Canada. Energy Fuels’ principal place of business and corporate office is located at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA. Energy Fuels’ website address is www.energyfuels.com .

Energy Fuels is a reporting issuer in all of the Canadian provinces. Energy Fuels’ common shares (the “Common Shares” ) are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “EFR”. In addition, Energy Fuels’ convertible debentures are listed on the TSX under the symbol “EFR.DB”. See Market for Securities – Debentures .

The Company conducts its business through a number of subsidiaries. A diagram depicting the organizational structure of the Company and its active subsidiaries, including the name, country of incorporation and proportion of ownership interest, is included as Exhibit 1 to this AIF. Energy Fuels also owns a number of inactive subsidiaries which have no material liabilities or assets and do not engage in any material business activities.

S UBSIDIARIES

All of the Company’s U.S. assets are held directly or indirectly through the Company’s wholly-owned subsidiaries Energy Fuels Holdings Corp. ( “EF Holdings” ), Energy Fuels Resources Corp. ( “EFRC” ), Energy Fuels Wyoming Inc. ( “EF Wyoming” ) and Magnum Minerals USA Corp. ( “Magnum USA” ). See Exhibit 1 . EF Holdings and EFRC hold all or a portion of their uranium mining and milling assets through a number of additional subsidiaries. The principal assets of the Company are held as follows:

4


All of the U.S. properties are operated by Energy Fuels Resources (USA) Inc., a wholly-owned subsidiary of EF Holdings, or by EFRC.

5



G ENERAL D EVELOPMENT O F T HE B USINESS

T HREE Y EAR H IGHLIGHTS

Fiscal Year Ended September 30, 2010

Spot prices began the fiscal year at $42.75 per pound of uranium, or U 3 O 8 , rose to $49.50 per pound in late October 2009, and fell to a low of $40.50 at the beginning of March 2010. Prices stayed in the $40.50 - $42.25 range until mid July 2010, when they rose to the $46.00 - $48.00 range, ending the fiscal year at $46.50 per pound. The long-term price declined during the year from $64.00 at the beginning of October 2009 to $58.00 at the end of March 2010, and then increased in July 2010 to end the year at $60.00 per pound.

On July 7, 2010, Energy Fuels issued 19,250,000 Common Shares at a price of $0.16 per share for gross proceeds of $3.08 million, by way of private placement to Dundee Resources Limited ( “Dundee” ), a subsidiary of Dundee Corporation. Following the close of the transaction, Dundee owned 19.8% of the outstanding Common Shares of Energy Fuels. The private placement was subject to a 5% finder’s fee payable to an arm’s length party. Transaction costs, including the finder’s fee, totalled $192,000. In the subscription agreement entered into in connection with the private placement, Energy Fuels agreed that the board of directors of Energy Fuels (the “Board of Directors” ) shall consist of no more than seven members and that, subject to the fiduciary obligation of the Board of Directors to act in the best interests of the Company and its shareholders, the Board of Directors shall appoint two nominees of Dundee to the Board of Directors and to the Audit Committee of the Board of Directors.

The Company continued a capital preservation program in fiscal year 2010 ( “FY-2010” ) for purposes of ensuring adequate funding to pursue approval of permits and licenses for the proposed Piñon Ridge Mill and to maintain the Whirlwind Mine and Energy Queen Mine on a standby status while meeting permit compliance requirements. Specifically, Energy Fuels continued to perform environmental and permit compliance activities, safety inspections, equipment and facilities maintenance, and security at both properties.

Energy Fuels advanced its strategic objective of expanding and consolidating assets located in the Western U.S. in the historic Arizona Strip and Colorado Plateau mining districts during FY2010 through the acquisition by ASP of breccia pipe prospects from Neutron Energy, Inc. in March 2010, the acquisition of DOE Lease C-SR-12, located in the Slick Rock district in September 2010, and DOE Lease C-AM-19 from Zenith Minerals LLC, located in the Uravan Mineral Belt in September 2010.

In furtherance of its strategic objective to become a fully-integrated producer, Energy Fuels achieved a number of milestones related to the licensing of the proposed Piñon Ridge Mill during FY-2010. On November 18, 2009, the Company filed the application for a Radioactive Materials License for the Piñon Ridge Mill with the Colorado Department of Public Health and the Environment (the “CDPHE” ). The application was determined complete on December 18, 2009, which then advanced the application to the technical review phase. The Company conducted two mandatory public hearings during the technical review phase in January and February 2010, while the CDPHE conducted five additional public hearings in June and July 2010. The Company submitted the last set of responses to four sets of technical review comments and questions posed by the CDPHE on November 12, 2010.

6


Energy Fuels did not have any properties in production during fiscal 2010, and therefore produced no triuranium octoxide ( “U 3 O 8 ) or vanadium pentoxide ( “V 2 O 5 ) during the fiscal year.

Fiscal Year Ended September 30, 2011

In FY-2011, the spot price for U 3 O 8 started the year at $46.50 per pound and climbed to a high of $73.00 at the end of January 2011. The price remained above or close to the $70.00 per pound range until the Fukushima incident in March 2011. On March 11, a powerful earthquake, measuring 9.0 on the Richter scale, struck off the northeast coast of Japan near the city of Sendai. A tsunami, reportedly in excess of 10 metres high, slammed Japan’s Pacific Ocean coast, which hosts four nuclear power plants with 14 reactors, causing major damage to the Fukushima Daiichi plant and disabling the reactor cooling systems, which led to the release of radiation into the environment.

As of the date of this AIF, Japanese authorities have declared the Fukushima Daiichi plant to be in cold shutdown; however, several of the reactors will not reopen, and it is expected to take decades to fully decommission the plant. After this event, the spot price of U 3 O 8 dropped dramatically, dipping to a low of $49.00 in August 2011 and ending FY-2011 at $52.00 per pound. Similarly, the long-term uranium price started the fiscal year at $60.00 per pound in October 2010, climbed to a high of $73.00 per pound at the end of January 2011, stayed at that level through February 2011 and then started to decline after the Fukushima incident, ending FY-2011 at $64.00 per pound U 3 O 8 .

On March 31, 2011, the Company completed a public offering for net proceeds of $10,836,557, net of cash costs which totaled $996,943. A total of 23,000,000 units were issued at a price of $0.50 each, with each unit comprised of one Common Share and one-half of a warrant. Each whole warrant entitles the holder to purchase one Common Share at a price of $0.65 per share until March 31, 2015. The proceeds were used to continue advancing the licensing and construction planning process for the Piñon Ridge Mill, to maintain existing permits and facilities, for resource expansion on mineral properties and to continue evaluation and possible acquisition of additional mineral properties as part of Energy Fuels’ uranium property consolidation strategy.

Energy Fuels advanced its strategic objective of expanding and consolidating assets located in the Western U.S. in the historic Colorado Plateau uranium/vanadium mining district during FY-2011 through a number of initiatives. The Company expanded its uranium property position adjoining the Energy Queen Mine by acquiring two Utah SITLA Leases and 13 unpatented claims from Uranium One Inc. in November 2010. In February 2011, the Company issued 1,046,067 Common Shares valued at $1.2 million to purchase the rights for ten Hollie claims, located in Emery County, Utah from Titan Uranium USA, Inc. The Hollie claims are located about 150 highway miles from the White Mesa Mill and are surrounded by the Company’s San Rafael Uranium Project.

Energy Fuels also assembled sufficient contiguous historical resource acreage to begin permitting its Sage Plain uranium and vanadium project in the Uravan Mineral Belt with Utah’s Department of Oil, Gas, and Minerals ( “UDOGM” ). In November 2010, CPP, in which Energy Fuels held a 50% interest at that time, acquired 94 contiguous unpatented mining claims (1,942 acres) in the Sage Plain area of Utah and Colorado at the south end of the Uravan Mineral Belt, along with a Utah SITLA Lease on two nearby properties (733 acres). All of these properties were acquired from Uranium One Inc. They are located in close proximity to two other SITLA Leases already owned by CPP and are about 54 highway miles from the White Mesa Mill. The properties were acquired for a nominal cash payment and overriding royalties. In February 2011, the Company issued 1,064,895 Common Shares valued at US$1.0 million to purchase the mining lease and all related data for the Calliham Mine, located in the Sage Plain area from Nuvemco LLC. The property was contributed to CPP after Energy Fuels’ joint venture partner, Lynx-Royal JV LLC ( “Lynx-Royal” ), agreed to a plan to reimburse Energy Fuels for the contribution. On July 27, 2011, Energy Fuels paid $500,000 to purchase the mining lease and all related data for the Crain Property, located in the Sage Plain area, from Uranium Energy Corporation. The property was contributed to the CPP joint venture after Lynx-Royal agreed to the contribution and paid EFRC $250,000 for its share of the cost. In October 2011, Energy Fuels purchased a 20-year mining lease in the Sage Plain District from privately held Nuclear Energy Corporation for US$1,500,700 (the “Skidmore Lease” ). The Skidmore Lease is located on approximately 709 acres in San Juan County, Utah, and includes large portions of the historic Calliham Mine that is adjacent to the Calliham Lease, the Crain Lease, and other mining claims and SITLA Leases already owned or controlled by Energy Fuels through CPP. All of these properties now comprise the Sage Plain project. See “Mineral Projects - Sage Plain” below.

7


In furtherance of its strategic objective to become a fully-integrated producer, Energy Fuels achieved a number of milestones related to the licensing for the proposed Piñon Ridge Mill during FY-2011. On January 5, 2011 the Company received conditional approval, and on March 7, 2011 received final approval by the CDPHE for a Radioactive Materials License (the “Piñon Ridge License” ) for the 500 ton per day Piñon Ridge Mill facility, allowing Energy Fuels to build and operate the first conventional uranium mill in the U.S in thirty years. On October 27, 2011, the Company received approval from the United States Environmental Protection Agency (the “EPA” ) for construction of the tailings impoundment and evaporation pond facilities for the mill. These facilities will manage the tailings and wastewater produced by the mill. Radon emissions from uranium tailings and wastewater are regulated by the EPA under the National Emission Standards for Hazardous Air Pollutants ( “NESHAPS” ). The remaining primary permit to be obtained is the air quality permit from the Colorado Air Pollution Control Division ( “CAPCD” ).

On February 4, 2011, Judge James Schum of the State of Colorado District Court in Montrose County denied the legal challenge by Sheep Mountain Alliance ( “SMA” ), a non-government organization based in Telluride, Colorado, of the decision by the Montrose County Board of County Commissioners ( “MCBOCC” ) to approve the Special Use Permit for the Piñon Ridge Mill, originally approved on September 30, 2009. SMA’s original complaint was filed on October 30, 2009. On March 18, 2011, SMA appealed the District Court’s decision to the Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals upheld the District Court’s decision.

On February 8, 2011, SMA filed a complaint in District Court, City and County of Denver, Colorado, that named CDPHE as Defendant, and EFRC as an indispensable party whose rights are directly affected by the disposition of the case, that alleged various errors and deficiencies in the January 5, 2011 issuance of the Piñon Ridge License to EFRC by the CDPHE. On February 23, 2011, the CDPHE filed a comprehensive motion to dismiss SMA’s lawsuit. On March 10, 2011, EFRC filed its own motion to dismiss SMA’s lawsuit. On May 25, 2011, the motions by CDPHE and EFRC to dismiss the complaint filed by SMA against the CDPHE were denied by the District Court in the City and County of Denver. The decision by the court on the motions to dismiss addressed issues of jurisdiction and standing of SMA and did not address any facts or substantive aspects of the complaint.

On May 6, 2011, the Company posted a surety bond in the amount of US$1.37 million with CDPHE for the first installment of the Decommissioning Funding Plan (the “DFP” ) required by the Piñon Ridge License. In March 2011, the Company transferred US$844,400 in cash to the CDPHE for the long-term care fund required by the Piñon Ridge License.

Energy Fuels did not have any properties in production during FY-2011, and therefore produced no U 3 O 8 or V 2 O 5 during the fiscal year.

8


Fiscal Year Ended September 30,2012

Spot prices began the fiscal year at $52.00 per pound U 3 O 8 , rising to $55.50 in mid-November 2011, and ending the fiscal year at $46.50 per pound. Spot prices continued to erode, reaching a low of $40.75 on November 5, 2012, but had recovered to $44.75 per pound on December 17, 2012. The long term price ranged from $64.00 per pound at the beginning of October 2011 to $60.00 per pound at the end of September 2012. Long term prices have held at $60.00 per pound into December 2012.

On December 5, 2011 the Company and Titan Uranium Inc. ( “Titan” ) entered into a Business Combination Agreement whereby Energy Fuels agreed to acquire, by way of a plan of arrangement (the “Titan Arrangement” ), all of the outstanding common shares of Titan. The acquisition was completed on February 29, 2012. Titan’s principal asset is the Sheep Mountain Project. See “General Development of the Business – Significant Acquisitions – Acquisition of Titan Uranium Inc. ” below.

On March 1, 2012, Energy Fuels announced the completion of the Updated Preliminary Feasibility Study dated April 13, 2012 for the Sheep Mountain Project ( “2012 PFS” ), which reported the Probable Mineral Reserve for the Sheep Mountain Project at 18.4 million lbs. U 3 O 8 contained in 7.5 million tons at an average grade of 0.123% eU 3 O 8 . Total Indicated Resources are 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 , which includes the Probable Mineral Reserve number described above. Under the 2012 PFS, the concurrent development of both the underground and open pit deposits generates a pre-tax Internal Rate of Return ( “IRR” ) of 42%, with a Net Present Value ( “NPV” ) of $201 million at a 7% discount rate, and an NPV of $146 million at a 10% discount rate. These numbers assume a uranium selling price of $65/lb. which is above the current spot market price ($43.25/lb. ) and long-term price ($60/lb.). Initial capital expenditures ( “CAPEX” ) under the 2012 PFS are $109 million. The Company is considering a modified plan which would require a much-reduced initial capital investment of $61 million. The modified plan initially develops the open pit only, and delays producing the underground deposit until the 5 th year of operations. The modified plan would generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate. See “Mineral Projects – Sheep Mountain Project” below.

In the court proceedings for the Piñon Ridge License, the Towns of Telluride and Ophir, Colorado and San Miguel County, Colorado (collectively, the “Towns” ) intervened as additional plaintiffs in November 2011. On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the CDPHE and the Company on the ten substantive environmental, health, financial surety and safety claims in the case challenging the CDPHE’s issuance of the Piñon Ridge License to the Company. The Judge ruled partially in favor of SMA and the Towns, on one procedural claim, ordering an administrative hearing on the issuance of the Piñon Ridge License. The Piñon Ridge License was set aside, pending the outcome of this hearing which occurred from November 7, 2012 to November 13, 2012. A new Piñon Ridge License decision must be issued by CDPHE by April, 2013. See “Mineral Projects – Piñon Ridge Mill” below.

On June 21, 2012, the Company completed a private placement of 35,500,500 subscription receipts ( “Subscription Receipts” ) at a price of C$0.23 per Subscription Receipt for gross total proceeds of C$8,165,115. Each Subscription Receipt was exchangeable into one unit of the Company (a “Unit” ). Each Unit consisted of one Common Share and one-half of one warrant (each whole warrant, a “Warrant” ). Each Warrant entitles the holder to purchase one additional Common Share at a price of C$0.265 until June 22, 2015. The net proceeds were placed into an escrow and released to the Company on June 29, 2012, after the satisfaction of certain conditions related to the acquisition of the US Mining Division described below. The Company will use the net proceeds of $7.1 million for working capital and general corporate purposes related to operations of the US Mining Division.

9


On June 29, 2012, the Company completed the acquisition of all of Denison Mining Corp.’s ( “Denison” ) mining assets and operations located in the United States (the “US Mining Division” ). The Company acquired the US Mining Division through the acquisition of all of the issued and outstanding shares of Denison’s subsidiaries, Denison Mines Holdings Corp. ( “DMHC” ) and White Canyon Uranium Limited ( “WCUL” ), and the assignment of all amounts owing to Denison or any affiliate of Denison (other than DHMC, WCUL or any direct or indirect subsidiary of DMHC). Upon the completion of the acquisition, two additional directors were appointed to the Board of Directors of Energy Fuels. After the completion of the acquisition, Energy Fuels changed the name of DMHC to Energy Fuels Holdings Corp. ( “EF Holdings” ). The transaction is being accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction Energy Fuels now meets the criteria of a business. See “General Development of the Business – Significant Acquisitions – Acquisition of the US Mining Division of Denison Mines Corp” below.

On July 3, 2012, the Company entered into an underwriting agreement with a syndicate of underwriters whereby the underwriters agreed to purchase, on a bought deal basis, 22,000 floating-rate convertible unsecured subordinated debentures ( “Debentures” ) at a price per Debenture of C$1,000 for total gross proceeds of C$22.0 million (the “Offering” ). The Offering closed on July 24, 2012, and the Company received proceeds of C$20.6 million, net of the underwriters’ fees and expenses. The Company will use the net proceeds of the Offering for sustaining capital for the Company's existing mine operations, mine permitting and development of the Company's existing properties, repayment of certain indebtedness, and for working capital and general corporate purposes.

As a result of the acquisition of the US Mining Division from Denison on June 29, 2012, Energy Fuels became a producing company and produced uranium during the fourth fiscal quarter (July through September) of 2012. Energy Fuels’ uranium production in FY-2012 was 310,480 pounds of U 3 O 8 . There was no vanadium produced in FY-2012.

Uranium sales in FY-2012 totaled 447,000 pounds of U 3 O 8 at an average realized price of $55.83 per pound of U 3 O 8 . There were no vanadium sales in FY-2012.

During FY-2012, the Company continued to produce uranium ore at its Arizona 1 Mine in Arizona. Previous estimates by Denison indicated that the resource would be exhausted by the end of calendar year 2012. However, Energy Fuels expects production from Arizona 1 to continue through mid-2013.

During FY-2012, the Company continued development of its Pinenut Mine in Arizona, and production is expected to commence in early calendar year 2013.

During FY-2012, the Company continued uranium ore production at its Daneros Mine in Utah. However, the Company placed the Daneros Mine on standby status in October 2012 due to lower uranium spot market prices.

During FY-2012, the Company continued uranium and vanadium ore production at its La Sal Complex in Utah, including the Beaver and Pandora mines.

Recent DevelopmentsS ince September 30, 2012

On October 1, 2012, the Company acquired the interests of Aldershot Resources Ltd. ( “Aldershot” ) in the Sage Plain Project for $750,000 in cash, the cancellation of debt owed by Aldershot to Energy Fuels, and 3,527,570 shares of Common Stock. In the transaction, Energy Fuels acquired Aldershot’s membership interest in CPP and ASP, two 50/50 joint ventures between subsidiaries of Energy Fuels and Aldershot. CPP holds a majority of the properties in the Sage Plain Project area, including the Calliham lease, the Crain lease, four SITLA Leases and 94 unpatented mining claims on land managed by the U.S. Bureau of Land Management ( “BLM” ). As a result of the acquisition, Energy Fuels now owns 100% of the Sage Plain Project, which is located about 15-miles northeast of Monticello, Utah and about 54 road miles from Energy Fuels’ White Mesa Mill. In addition, Energy Fuels also acquired Aldershot’s interest in ASP which holds several prospective exploration properties in northern Arizona. See “Mineral Projects – Sage Plain Project” below.

10


The administrative hearing relating to the Piñon Ridge License, ordered by the Denver District Court, was conducted on November 7, 2012 to November 13, 2012. As required by the Court order, CDPHE must issue a new License decision by April 2013. On October 11, 2012, the Company announced a settlement with the Town of Telluride and San Miguel County. As a result of this settlement, these entities did not participate in the hearing. The Town of Ophir remains a party, but is no longer represented by counsel.

The Company placed the Daneros Mine and Beaver mine in the La Sal Complex on standby status in October 2012 due to lower uranium spot market prices. The Company also placed the Pandora mine in the La Sal Complex on standby in December 2012.

S IGNIFICANT A CQUISITIONS

Energy Fuels’ completed two significant acquisitions in the fiscal year ended September 30, 2012. On June 29, 2012, the Company acquired the US Mining Division from Denison. The acquisition was effected by way of a plan of arrangement pursuant to an arrangement agreement dated as of May 23, 2012 between the Company and Denison. A business acquisition report in Form 51-102F4 dated July 3, 2012 was filed in respect of the acquisition. On February 29, 2012, the Company acquired all of the issued and outstanding shares of Titan Uranium Inc. The acquisition was effected by way of a plan of arrangement pursuant to a business combination agreement dated December 5, 2011. A business acquisition report in Form 51-102F4 dated May 10, 2012 was filed in respect of the acquisition. See “Fiscal Year Ended September 30, 2012” above.

Acquisition of the US Mining Division of Denison Mines Corp.

On June 29, 2012, the Company completed the acquisition of all of Denison’s mining assets and operations located in the United States. The Company acquired the US Mining Division through the acquisition of all of the issued and outstanding shares of Denison’s subsidiaries, Denison Mines Holdings Corp. ( “DMHC” ) and White Canyon Uranium Limited ( “WCUL” ).

In the transaction (the “Transaction”): (a) Energy Fuels acquired (i) all of the issued and outstanding shares of DMHC and WCUL (the “Acquired Shares” ), and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DMHC, WCUL or any direct or indirect subsidiary of DMHC) (the “Acquired Debt” ), and issued to Denison in consideration for the Acquired Shares and the Acquired Debt, 425,440,872 Common Shares (the “EFI Share Consideration” ); and (b) immediately after the issuance of the EFI Share Consideration to Denison, Denison completed an arrangement under the Business Corporations Act (Ontario), pursuant to which it completed a reorganization of its capital and distributed the EFI Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization. Upon the completion of the Transaction, two additional directors, as agreed between Denison and Energy Fuels, were appointed to the Board of Directors.

11


DMHC (now EF Holdings), through its wholly-owned subsidiaries, holds mineral properties located in Colorado, Utah, and Arizona, including two currently producing mines, the Arizona 1 Mine and the Pinenut Mine both located in Northern Arizona. In addition, DMHC owns and operates the White Mesa Mill, located near Blanding, Utah. This 2,000 ton per day facility is the only operating conventional uranium mill in the United States. The acquisition also included two other mines which the Company recently placed in standby status (the Beaver mine and the Daneros Mine, both located in Southeast Utah, and the Pandora mine, also located in Southeast Utah, which the Company placed on standby in December 2012, as well as several additional mines on standby and development and exploration projects located in Utah, Arizona, and Colorado.

Acquisition of Titan Uranium Inc.

On February 29, 2012, Energy fuels completed the acquisition of Titan Uranium Inc. ( “Titan” ). Prior to the completion of the transaction, the Company and Titan entered into a Business Combination Agreement on December 5, 2011, whereby Energy Fuels agreed to acquire, by way of a Plan of Arrangement (the “Arrangement” ), all of the outstanding common shares of Titan. The shareholders of Energy Fuels and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. Pursuant to the Arrangement, Titan shareholders received 0.68 Common Shares of Energy Fuels for each whole common share of Titan.

Prior to the Arrangement, Titan had mineral properties located in the Athabasca Basin in Canada and in Wyoming and Utah in the US. On February 23, 2012, Titan sold its Canadian mineral properties to Mega Uranium Ltd. ( “Mega” ) in exchange for 10,000,000 common shares of Mega, valued at C$3,450,000 at the date of the sale. Titan’s primary US mineral property is the Sheep Mountain Project located about eight miles south of Jeffrey City, Wyoming.

Energy Fuels will continue Titan’s design and permitting for the sheep Mountain Project, which includes an open pit mine, an underground mine and the operation of a uranium processing facility utilizing heap leach recovery.

On March 1, 2012, Energy Fuels announced an updated Preliminary Feasibility study for the Sheep Mountain Project which reported the Probable Mineral Reserve at 18.4 million lbs. U 3 O 8 contained in 7.5 million tons at an average grade of 0.123% eU 3 O 8 . On April 13, 2012, the PFS was posted on SEDAR. Total Indicated Resource is 12.9 million tons containing 30.3 million lbs. of U 3 O 8 at an average grade of 0.117% eU 3 O 8 , which includes the Probable Mineral Reserve number described above.

The Company is considering a modified plan which would require a much-reduced initial capital investment of $61 million. The modified plan initially develops the open pit only, and delays producing the underground deposit until the 5 th year of operations.

12



ENERGY FUELS’ BUSINESS

O VERVIEW

Energy Fuels is engaged in uranium mining, milling, development, and exploration with operating uranium mines, mines on standby, development projects and exploration properties located in the United States. Energy Fuels’ assets include its 100% ownership of the White Mesa Mill in Utah. Energy Fuels also produces vanadium as a co-product from some of its mines in Colorado and Utah. In addition, Energy Fuels recycles uranium-bearing waste materials, referred to as "alternate feed materials", for the recovery of uranium, alone or in combination with other metals, at its White Mesa Mill.

The Company entered the uranium industry in 2007 with a mission to build a fully-integrated uranium and vanadium production company through exploration, development, mining, milling and sales: primarily targeting immediately economic uranium properties on the Colorado Plateau and in the broader western United States.

To this end, on July 18, 2007, the Company acquired an 880 acre site approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, as the site for its proposed Piñon Ridge Uranium Mill, and proceeded to permit the Piñon Ridge Mill. See “Mineral Projects - Piñon Ridge Mill” below.

The Company also concurrently engaged in a program to acquire uranium and uranium/vanadium mines on the Colorado Plateau that could provide feed to the Piñon Ridge Mill. This resulted in the acquisition of the Whirlwind Mine and the Energy Queen Mine, both of which are currently permitted and on standby. The Company also acquired a number of other projects in the permitting and development stages, including the Sage Plain Project and a number of other exploration and development projects on the Colorado Plateau mining districts.

The Company expanded its resource base in February 2012, through the acquisition of Titan, which holds the Sheep Mountain Project. The Sheep Mountain Project, located about eight miles south of Jeffrey City, Wyoming, includes a proposed open pit mine, an underground mine and the operation of a uranium processing facility utilizing heap leach recovery. Total NI 43-101 resources for the Sheep Mountain Project are 12.9 million tons containing 30.3million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 , of which 7.45 million tons (18.4 million lbs. at an average grade of 0.13% U 3 O 8 ), is classified as Probable Mineral Reserve. See “Mineral Projects – Sheep Mountain Project” below.

The Company commenced uranium and vanadium production through the acquisition from Denison of the US Mining Division on June 29, 2012. Through the acquisition of the US Mining Division, the Company acquired the White Mesa Mill, which is the only operating uranium and vanadium mill in the United States, as well as several operating uranium and uranium/vanadium mines on the Colorado Plateau and Arizona Strip, several mines on standby, and numerous other mining projects and properties in various stages of permitting, development and exploration. The Company also acquired a number of alternate feed processing contracts and long term uranium sales contracts.

As a result of the acquisition of the US Mining Division, the Company recorded its first uranium and vanadium production and sales in the fourth quarter of FY-2012.

13


The Company’s principal assets as at September 30, 2012 include the following:

CompanyStrategy

Energy Fuels intends to continue to strengthen its position as a leading uranium producer in the United States, through production from its currently operating mines and through its ongoing business development activities, including exploration and development of existing projects. Energy Fuels will also look to further consolidate uranium properties in the United States. During the short-term, with respect to uranium production, Energy Fuels intends to focus on its lower-cost sources of production, including mines in the Arizona Strip and processing alternate-feed materials at the White Mesa Mill. The Company will maintain several mines on standby and move other projects forward in permitting, thereby positioning the Company to be able to increase production in response to improved market conditions in the future.

14


M ARKETING

The Uranium Industry

Over the medium- to long-term, nuclear power capacity and power generation are growing, while uranium production will likely struggle to meet this growing demand. As a result, it should be expected that prices will likely need to rise to higher, sustained levels in order to support new mines that will be required to meet increasing demand. In the short-term, uranium prices are expected to remain depressed due to plentiful worldwide uranium supplies and the slower-than-expected restart of Japan’s nuclear reactors. As a result of current market conditions, many uranium projects have been placed on standby or delayed around the World.

Uranium Demand

World net electricity consumption is expected to increase by 70% by 2035, according to the World Energy Outlook 2012 (the "WEO 2012" ), a report issued by the International Energy Agency. Total demand for electricity is projected to increase on average by 2.2% per year from 18,443 terawatt-hours in 2010 to 31,859 terawatt-hours in 2035. This increased demand appears to be driven by economic and population growth. China and India account for over 60%, and OECD countries make up less than 20% of the new demand. As a result of high fossil fuel prices, energy security concerns, improved reactor designs and climate change concerns, new nuclear capacity is expected to be a significant part of meeting this growth in electricity demand.

According to the World Nuclear Association ( “WNA” ), as of November 2012, there are 436 nuclear reactors operable worldwide in 30 countries, generating 374.1 gigawatts of electricity. Of perhaps greater significance, 62 nuclear reactors are under construction in 13 countries including 47 under construction in China, India, South Korea and Russia. China, in particular, has an aggressive new build program underway, including 26 under construction and 171 planned or proposed. Overall, there are 484 new reactors planned or proposed around the World, an increase of 21 units from a year ago.

However, the industry continues to feel the after-effects of the March 2011 Japanese earthquake and tsunami, and resulting nuclear incident. Most countries have reaffirmed their support for nuclear power, though they have called for technical reviews of all safety and security systems of existing nuclear plants and those under construction. In addition, nations have undertaken reviews of their nuclear safety regulations. A few countries, such as Germany, Italy and Switzerland have announced that they will cancel, curtail or suspend their nuclear programs. Japan has begun to restart some of its existing reactors. However, the process has been slower than expected, with only two reactors restarted at this time. Briefly, the Japanese government announced the cancellation of their nuclear program by 2040. However, after pressure from industry and business, the government retracted this announcement. It is expected that Japan will increase the pace of their reactor restarts in 2013 and 2014.

Significantly, the governments of China, India, South Korea and Russia have all announced their intention to move ahead with their nuclear plans. In addition, several non-nuclear countries are moving ahead with their plans, such as Saudi Arabia which plans to build up to 16 reactors, Poland with plans to build six, and United Arab Emirates with contracts for four reactors. These 26 plants alone are expected to result in annual U 3 O 8 demand in excess of 13 million pounds, and demand for initial cores of about 39 million pounds.

15


Primary Uranium Supply

Uranium supply is the biggest variable in the supply-demand equation. During the time that the accumulated inventories from over production in the 1970s were being drawn down, primary mine production accounted for only about 50% of demand. A number of new mines have been brought into production over the last few years while others are in various stages of development. However, production still only accounts for approximately 78% of demand, and more mines are required to meet the increasing future demand and to replace mines that are being depleted.

The Ux Consulting Company ( “UxCo” ) has estimated in its “Uranium Market Outlook – Q4 2012” that existing mine production, plus new planned and potential mine production, will increase primary uranium supply from 147 million pounds in 2012 to 215 million pounds in 2020. One of the principal drivers for the increase in primary mine production is expected to be Kazakhstan, which is projected to increase production by about 19% between 2012 and 2020. In order to reach these estimated primary uranium supply levels, a number of large new mines, mainly in Africa, will also need to be developed and brought into production. However, it is expected that prices will need to increase appreciably to support the additional higher cost production and significant capital expenditures required to meet these production forecasts.

During 2012, several major uranium projects have been delayed, including BHP’s expansion of Olympic Dam mine in Australia, Cameco’s Kintyre project in Australia, and Areva’s Trekkopje mine in Namibia.

Secondary Uranium Supply

Primary mine production currently supplies approximately 78% of demand. The balance of demand is supplied from secondary sources such as remaining excess commercial inventories, reprocessing of spent fuel, inventories held by governments and the downblending of highly-enriched uranium ( “HEU” ) from decommissioned nuclear weapons programs. By far, the most significant of the secondary supplies currently is the 18 to 24 million pounds per year being provided from the HEU downblending program with Russia, also known as the Megatons-to-Megawatts program. The HEU program is expected to terminate at the end of 2013. It is expected that the supply gap created by this termination will need to be recovered from new primary mine production.

Excess commercial inventories, which were once one of the major sources of secondary supplies during the period from the early 1970s to the early 2000s, have largely been consumed; however, some government inventories, particularly in the U.S. and Russia, remain. The disposition of these inventories may have a market impact over the next 10 to 20 years, although the rate and timing of this material entering the market is uncertain.

The market is currently being affected by the release of DOE material related to continued operations at USEC Inc.

Reprocessing of spent fuel is another source of secondary supply, but is expected to satisfy only 3% to 4% of demand. Expansion of this secondary source would require major investments in facilities which the Company believes could only be supported by a significant increase in long-term uranium prices.

UxCo expects that secondary sources of supply will fall from 45 million pounds to 20 million pounds per year between now and 2020.

16


Uranium Prices

Most of the countries that use nuclear-generated electricity do not have a sufficient domestic uranium supply to fuel their nuclear reactors. Electric utilities must secure their required uranium supply by entering into medium- and long-term contracts with uranium producers and other suppliers. These contracts usually provide for deliveries that begin two to four years after they are signed and provide for delivery from four to ten years thereafter. In awarding medium- and long-term contracts, electric utilities consider, in addition to the commercial terms offered, the producer’s uranium reserves, record of performance and costs, which are important to the producer's or supplier’s ability to fulfill long-term supply commitments. Prices are established by a number of methods, including base prices adjusted by inflation indices, reference prices (generally spot price indicators, but also long-term reference prices) and annual price negotiations. Contracts may also contain floor prices, ceiling prices and other negotiated provisions. Under these contracts, the actual price mechanisms are usually confidential. Electric utilities procure their remaining requirements through spot and near-term purchases from uranium producers and other suppliers, including other utilities holding excess inventory and governments.

While long-term demand is steadily growing, short-term demand is determined in large part by utilities’ uncovered requirements. To the extent that they have uncovered demand in the near term, utilities will generally purchase on the spot market, which in turn affects the spot price. Currently, there is relatively little uncovered demand, so utility buying is primarily discretionary and price driven.

Historically, spot prices are more volatile than long-term prices. The spot price began FY-2012 at $52.50 rising to $55.25 in mid-November 2011, following which the spot price ended FY-2012 at $46.50 per pound. Spot prices have continued to erode, reaching a low of $40.75 at November 5, 2012, and have risen slightly to $44.75 at December 17, 2012.

The long-term price was $64.00 per pound U 3 O 8 at the beginning of FY-2012, and deteriorated over the year to $60.00 per pound at the end of September 2012. Long-term prices are driven more by production costs and future supply-demand forecasts than by customer inventories. Therefore, they are much more stable and a better indicator of current markets.

Competition

Uranium production is international in scope and is characterized by a relatively small number of companies operating in only a few countries. The top eight producers accounted for about 85% of the world’s primary mine supply in 2012.

About 77% of the world’s production came from five countries, namely Kazakhstan, Canada, Australia, Niger, and Namibia. Kazakhstan passed Canada in 2009 as the largest producer, a role Canada had held for 17 years. The United States is 8 th on the list of uranium producing nations.

Uranium Marketing

Energy Fuels sells its uranium under a combination of long-term and spot contracts. The long-term contracts have a variety of pricing mechanisms, including fixed prices, base prices adjusted by inflation indices and/or spot price or long-term contract reference prices. Time of delivery during the year under long-term contracts is at the discretion of the customer, so the Company’s delivery obligations may vary markedly from quarter to quarter. Spot sales are priced at or near published industry spot prices.

In 2012, approximately 44% of Energy Fuels’ total sales volume was sold under long-term contracts, with the remainder sold in the spot market. The Company currently has three long-term contracts in place.

17


Energy Fuels is under contract with Korea Electric Power Corporation ( “KEPCO” ) to deliver 350,000 pounds (±10%) per year from 2010 to 2015 inclusive (the “Offtake Agreement” ). The Offtake Agreement also provides for the purchase of 20% of the White Mesa Mill’s production after 2015 subject to certain conditions. The second contract is for delivery of 1,100,000 pounds of U 3 O 8 over a period of six years beginning in 2011. The third contract is for a quantity which is equal to 20% of the production from the White Mesa Mill during the years 2012 to 2017 inclusive, but not less than 200,000 pounds U 3 O 8 per year.

Energy Fuels will continue to seek long-term contracts at prices sufficient to support the development of its mineral assets.

Sales into the U.S. market for U 3 O 8 are expected to be between 1,000,000 and 1,050,000 pounds in FY-2013.

The Vanadium Market

Vanadium adds strength to high performance steels and strengthens titanium where strength combined with lightness is required for everything from golf clubs to aerospace applications. Demand for vanadium from the steel industry represents approximately 92% of the total demand, while the chemical and titanium alloy industries represent the other major consumers of vanadium with 4% each of the world demand. Vanadium is also being studied for its use in high-capacity batteries which could find use in the renewable energy sector.

As the demand for high strength, high performance steels increases, and as new uses are developed for lightweight, high strength titanium alloys, vanadium demand can be expected to increase at a faster rate than the growth of global steel production. The average vanadium content in steel in developing countries is much lower than the ratios in the developed countries and can be expected to increase, adding to the demand. If high-capacity batteries using vanadium are commercialized, demand can be expected to increase further.

While demand is expected to grow over time, supply has the capacity to increase to meet this demand. Many primary producers from ore, in countries such as China, Russia and South Africa, were shut down due to low prices. Production from steel making slag had been cut back or halted. As demand increases and prices strengthen, some of these facilities can be expected to restart or increase production, thus moderating any anticipated price increases.

Spot vanadium prices were relatively flat for most of FY-2012 staying in the $5.00 to $6.00 per pound range.

While long-term demand can be expected to increase, short-term demand is expected to be relatively stable and prices should remain close if not slightly higher than their current level throughout FY 2013.

Vanadium Marketing

Energy Fuels sells its vanadium both as V 2 O 5 and as ferrovanadium ( “FeV” ) through spot sales to industry end-users and trading companies. There were no vanadium sales by Energy Fuels during FY-2012, but sales into the U.S. market as V 2 O 5 are expected to be between 2,000,000 and 2,100,000 pounds in FY-2013.

18


O PERATIONS

White Mesa Mill

The White Mesa Mill is a fully licensed uranium and vanadium mill located in southeastern Utah, near the Colorado Plateau District, the Henry Mountains Complex, the Arizona Strip and the White Canyon district. The Mill is approximately six miles south of the city of Blanding, Utah. Access is by U.S. highway 191.

Construction of the White Mesa Mill began in 1979, and conventionally-mined uranium/vanadium ore was first processed in May 1980. The Mill uses sulfuric acid leaching and a solvent extraction recovery process to extract and recover uranium and vanadium. The Mill has been operated on a campaign basis since its initial start-up due to variable uranium market conditions.

In addition to the conventional ore circuit, the White Mesa Mill has a separate vanadium co-product recovery circuit. The Mill also has a third circuit for the processing of certain types of alternate feed materials, which was built in 2009. This circuit enables the Mill to process both conventional ore and alternate feed materials simultaneously. See “Operations – White Mesa Mill – Alternate Feed Materials” below.

The Mill is licensed to process an average of 2,000 tons of ore per day and to produce up to 8.0 million pounds of U 3 O 8 per year. In full operation, the Mill employs approximately 150 people.

Current Condition and Operating Status

In late 2006, Denison, the previous owner of the White Mesa Mill, began a program to refurbish the mill. The refurbishment program included the purchase of mobile equipment, restoration of the vanadium roasting, fusion and packaging circuits, replacement of major pumps and component drives, modernization of the mill’s instrumentation and process control systems, and completion of the relining of tailings Cell 4A. The total cost of the refurbishment program was approximately $31.0 million and was completed in 2008.

In April 2008, the Mill began processing uranium/vanadium conventional ore and producing uranium concentrate. Production of vanadium began in July 2008 after completion of the refurbishment of the vanadium circuit. Processing of conventional ore continued through the end of March 2009 when the Mill was shut down for approximately thirty days for relining of the semi-autogenous grinding Mill and other critical maintenance activities. Processing of conventional ore recommenced near the end of April; however, conventional ore processing was discontinued near the end of May for the remainder of 2009 due to the decline in uranium prices. The Mill began processing conventional ore again in March 2010 and continued through to June 2011. Conventional ore processing recommenced in November 2011 and continued until early March 2012, at which time conventional ore processing ceased for routine maintenance at the mill. Conventional ore processing recommenced at the Mill in August 2012.

Energy Fuels acquired the Mill on June 29, 2012, so all production after that date has been for the account of Energy Fuels. From June 30, 2012 through the end of fiscal 2012, the Mill processed approximately 15,356 tons of ore from the Arizona 1 Mine and 23,872 tons from the Daneros Mine, see “Operations – White Mesa Mill – Ore Purchase and Toll Milling” below.

The processing of two different alternate feed materials has occurred since June 29, 2012, using the separate alternate feed circuit built in 2009.

19


Production at the Mill over the past five years is shown below. (Note, only production since June 30, 2012 has been for the account of Energy Fuels).



June 30 to
Sept 30,
2012 (1)
Jan 1 to
June 29,
2012 (1)


2011 (1)


2010 (1)


2009 (1)


2008 (1)


2007 (1)
Alternate Feed Milled (tons) 352 6,231 12,040 310 177 -- 44,136
               
Conventional Ore Milled (tons) 39,228 35,190 172,000 194,440 144,434 248,744 --
               
Uranium Production (‘000’s pounds U 3 O 8 )
   • Alternate Feed 80 334 200 299 191 94 254
   • Conventional Ore 230 397 811 754 423 791 --
Total Uranium Production 310 731 1,011 1,053 614 885 254
               
Vanadium Production (‘000’s pounds V 2 O 5 ) -- -- 1,290 2,347 501 1,223 --
               
Year-end Ore Stockpile (tons) 144,034 144,878 91,430 92,821 174,358 122,477 84,943
               
Tolled Ore Milled (tons) -- -- -- 39,289 -- -- --

Notes:

  (1)

Production since June 30, 2012 has been for the account of Energy Fuels. Production prior to that date has been for the account of the previous owner.

The White Mesa Mill is expected to process conventional ore from November 2012 until May 2013 and to not begin processing conventional ore again until April 2014. A small amount of Arizona 1 and Daneros ore was processed in October 2012. In November, the Mill commenced processing uranium/vanadium ores from the Company’s stockpiles of Beaver and Pandora mine ore as well as purchased ore from third party miners, which is expected to continue until May 2013. The alternate feed circuit is expected to continue to operate throughout FY 2013. In addition, the Mill is expected to process some alternate feed streams through the conventional circuit during the period of June and July 2013.

Mill License

The Mill operates under a Radioactive Materials License issued by the State of Utah (the “White Mesa License” ). The White Mesa License came up for renewal on March 31, 2007. A License Renewal Application was submitted to the Utah Department of Environmental Quality ( “UDEQ” ), Division of Radiation Control (the “DRC” ) on February 28, 2007. The White Mesa License renewal process is underway. The White Mesa License remains in effect in its current form during the renewal process.

Tailings Disposal

Synthetic lined cells are used to contain tailings and, in one case, solutions for evaporation. As each tailings cell is filled, the water is drawn off and pumped to the evaporation pond and the tailings solids allowed to dry. As each cell reaches final capacity, reclamation will begin with the placement of interim cover over the tailings. Additional cells are excavated, and the overburden is used to reclaim previous cells. In this way, there is an ongoing reclamation process.

In June 2007, refurbishment of Cell 4A, which was originally built in 1989, commenced. The refurbishment was completed in August 2008 and an operating permit from the DRC was issued in September 2008. The cell has been in operation since that time and provides approximately 2.0 million tons of tailings capacity.

20


To ensure sufficient volume for tailings and surface area for tailings solution evaporation, the licensing process for tailings Cell 4B was commenced in 2009. In late October 2009, UDEQ issued its approval to commence the earthwork for Cell 4B. Approval to complete the earthwork and commence placement of the cell liners was received in June 2010. Construction of the cell was completed in December 2010 and final approval to begin use of the cell was received in January 2011. Cell 4B is currently being used for additional evaporation capacity and will provide approximately 2.0 million tons of tailings capacity.

Environmental

In 1999, some chloroform contamination was detected in the groundwater at the White Mesa Mill site that appears to have resulted from the operation of a temporary laboratory facility located at the site prior to and during the construction of the Mill and from septic drain fields that were used for laboratory and sanitary wastes prior to construction of the mill’s tailings cells. Elevated concentrations of nitrate and chloride were also observed in some monitoring wells at the Mill site in 2008, a number of which were up-gradient of the mill’s tailings cells. In addition, the Mill has reported consecutive exceedances of Groundwater Compliance Limits ( “GWCLs” ) under the mill’s Groundwater Discharge Permit ( “GWDP” ) for several constituents in several wells, and there is a decreasing trend in pH in a number of wells across the Mill site that have caused the pH in a number of compliance monitoring wells to have dropped below their GWCLs. These exceedances and pH trends include wells that are upgradient of the Mill facilities and are currently being evaluated. See “Mineral Projects – Environmental and Safety Matters in the United States” below.

Alternate Feed Materials

The White Mesa License gives the Company the right to process other uranium-bearing materials known as “alternate feed materials” pursuant to an Alternate Feed Guidance adopted by the U.S. Nuclear Regulatory Commission ( “NRC” ). Alternate feed materials are uranium-bearing materials, which usually are classified as waste products by the generators of the materials. Requiring a routine amendment to its license for each different alternate feed, the Company can process these uranium-bearing materials and recover uranium, in some cases, at a fraction of the cost of processing conventional ore, alone or together with other valuable metals such as niobium, tantalum and zirconium. In other cases, the generators of the alternate feed materials are willing to pay a recycling fee to the Company to process these materials to recover uranium and then dispose of the remaining by-product in the mill’s licensed tailings cells, rather than directly disposing of the materials at a disposal site. By working with the Company and taking the recycling approach, the suppliers of alternate feed materials can significantly reduce their remediation costs, as there are only a limited number of disposal sites for uranium-bearing materials in the United States. Alternate feeds are particularly attractive to Energy Fuels because they carry no associated mining costs.

To date, the Mill has received 15 license amendments, authorizing the Mill to process 18 different alternate feed materials. Of these amendments, nine involve the processing of feeds provided by nuclear fuel cycle facilities and private industry, and one has involved the processing of material from the United States Department of Energy ( “DOE” ). These ten feed materials have been relatively high in uranium content and relatively low in volume. The remaining five amendments have been to allow the Mill to process uranium-bearing soils from former defense sites, known as FUSRAP sites, which were being remediated by the U.S. Army Corps of Engineers. These materials are typically relatively low in uranium content but relatively high in volume.

21


Energy Fuels’ Mines

In the United States, Energy Fuels is involved primarily in six mining districts: the Colorado Plateau, the Henry Mountains, White Canyon, the Arizona Strip, Sheep Mountain and Green River. The mineral properties that are currently material to the Company are: the Whirlwind Mine, Energy Queen Mine and Sage Plain Project, in the Colorado Plateau District; the Tony M mine and Bullfrog property, in the Henry Mountains District; the Daneros Mine, in the White Canyon District; the Arizona 1 Mine, Pinenut Mine, Canyon Mine, and EZ1 and EZ2 properties, in the Arizona Strip District; the Sheep Mountain Project, in the Sheep Mountain District; and the San Rafael Uranium Project, in the Green River District. The mines are shown in the figure below and are described in further detail below.

Colorado Plateau

In June 2006, Denison, the previous owner and operator of the mines on the Colorado Plateau, announced that it was restarting mining activity in the United States with the re-opening of several mines in the Colorado Plateau District. Over a twelve month period, Denison reopened five mines in the Colorado Plateau District. In late 2008, Denison began rehabilitation of the Beaver mine and this mine began shipping ore to the White Mesa Mill in February 2009. As a result of declining uranium prices, Denison placed the Topaz mine on standby in January 2009. In March 2009, Denison placed the Rim and Sunday/St. Jude mines on standby, followed by the West Sunday mine which was placed on standby in October 2009. In October 2012, Energy Fuels placed the Beaver mine on standby, due to decreases in commodity prices. The Pandora mine was placed on standby in December 2012. All of the mines are maintained so that they can be restarted with minimal effort. The Whirlwind, Energy Queen, Sage Plain Project have not operated in recent years. See “Mineral Projects - Whirlwind”, “Mineral Projects – Energy Queen” and “Mineral Projects – Sage Plain Project” below.

Henry Mountains

The Tony M mine commenced mining in 2007 and continued through March 2009, at which time the mine was placed on standby, due to market conditions. During that period ore that was mined was shipped to the White Mesa Mill, as well as ore from historic stockpiles at the site.

The mine remains on care and maintenance at this time.

22


Arizona Strip

Mining of the Company’s Arizona 1 mine commenced in December 2009, and is expected to continue through mid calendar 2013. Mining at the Company’s Pinenut Mine is expected to commence in the first quarter of calendar 2013. Development at the Canyon Mine is expected to continue through FY 2013.

Daneros

The first loads of ore from the Daneros Mine were delivered to the White Mesa Mill in December 2009, and a toll milling campaign was conducted in the second half of 2010. The Daneros Mine is now operated by Energy Fuels, and ore from the mine was delivered to the White Mesa Mill, until the mine was placed on standby in October 2012.

The following table shows ore production from the Company’s mines from 2007 to September 30, 2012.



Mine

June 30
to Sept
30, 2012 (1)

Jan 1 to
June 29,
2012 (1)



2011 (1)



2010 (1)



2009 (1)



2008 (1)



2007 (1)

Beaver (2)

 

 

 

 

 

 

 

         Tons

11,412

23,809

48,176

42,941

33,701

729

-

         % U 3 O 8

0.23

0.23

0.23%

0.21%

0.18%

0.26%

-

         % V 2 O 5

1.22

1.22

1.22%

1.11%

0.97%

1.41%

-

Pandora

 

 

 

 

 

 

 

         Tons

7,671

20,896

41,254

48,099

79,750

52,623

32,444

         % U 3 O 8

0.21

0.21

0.22%

0.21%

0.23%

0.23%

0.25%

         % V 2 O 5

1.18

1.18

1.18%

1.15%

1.23%

1.22%

1.34%

Rim

 

 

 

 

 

 

 

         Tons

-

-

-

-

3,475

2,238

-

         % U 3 O 8

-

-

-

-

0.07%

0.04%

-

         % V 2 O 5

-

-

-

-

0.70%

0.40%

-

Sunday/St. Jude

 

 

 

 

 

 

 

         Tons

-

-

-

-

16,073

27,497

10,879

         % U 3 O 8

-

-

-

-

0.18%

0.19%

0.16%

         % V 2 O 5

-

-

-

-

0.97%

1.04%

0.86%

Topaz

 

 

 

 

 

 

 

         Tons

-

-

-

-

1,506

9,707

7,753

         % U 3 O 8

-

-

-

-

0.09%

0.13%

0.16%

         % V 2 O 5

-

-

-

-

0.48%

0.70%

0.86%

West Sunday

 

 

 

 

 

 

 

         Tons

-

-

-

-

26,132

30,121

16,526

         % U 3 O 8

-

-

-

-

0.18%

0.21%

0.17%

         % V 2 O 5

-

-

-

-

0.97%

1.13%

0.92%

Tony M

 

 

 

 

 

 

 

         Tons

-

-

-

-

 

87,421

9,368

         % U 3 O 8

-

-

-

-

 

0.15%

0.10%

Tony M stockpile

 

 

 

 

 

 

-

         Tons

-

-

-

-

29,737

64,755

-

         % U 3 O 8

-

-

-

-

0.11%

0.11%

 

Arizona 1

 

 

 

 

 

 

 

         Tons

7,068

18,090

39,900

21,500

-

-

-

         % U 3 O 8

0.511%

0.658%

0.66%

0.56%

-

-

-

Daneros

 

 

 

 

 

 

 

         Tons

13,608 (2)

25,930

34,368

46,150

-

-

-

         % U 3 O 8

0.275%

0.272%

0.28%

0.31%

-

-

-

Notes:

  (1)

Production from all mines since June 30, 2012, has been for the account of Energy Fuels. All other production has been for the account of the previous owner, Denison Mines Corp.

  (2)

Includes production from June 30, 2012 through October 17, 2012, the date the mine was placed on standby.

23


No mineral reserve or resource estimates have been prepared in accordance with NI 43-101 for any of the following mines: Beaver, Pandora, Rim, Sunday/St. Jude, Topaz or West Sunday. The uranium grades shown above are based on probe grades taken when the ore arrives at the White Mesa Mill. The vanadium grades are based on historical uranium/vanadium ratios.

Ore Purchase and Toll Milling

In July 2007, an ore purchase program was initiated to provide additional mill feed for the White Mesa Mill. The Company has continued this program. A schedule listing the price to be paid per ton is available from the Company. The Company adjusts the buying schedule periodically in response to changing factors such as uranium and vanadium prices, milling cost and uranium and vanadium recoveries.

The Mill received 2,423 tons in 2008 at an average grade of 0.19% U 3 O 8 and 1.0% V 2 O 5 . In 2009, a total of 9,077 tons were received at an average grade of 0.32% U 3 O 8 and 0.66% V 2 O 5 from 11 different mines. 110 tons of ore were received under the ore purchase program in 2010, and 589 tons were received in 2011. 1,602 tons of ore were received under this program in FY-2012, with the ore lots closed out and paid for in October 2012, at an average grade of 0.265% U 3 O 8 .

Mineral Exploration

Energy Fuels holds a number of exploration properties in the Colorado Plateau, White Canyon, and Arizona Strip Districts. Exploration drilling has been conducted in the Colorado Plateau District in recent years, with the majority of the work directed toward brown fields drilling to extend active mining areas.

Energy Fuels has conducted intermittent exploration drilling on 14 different projects in the period from February 2007 through September 2012. The projects include: the Whirlwind Mine; Energy Queen Mine, the Torbyn property (on Tenderfoot Mesa); the Farmer Girl property; HC claims and DOE Lease C-G-26 (on Calamity Mesa) – New Verde Mine; DOE Lease C-DM-24 and the Henry claims (on Club Mesa); Willhunt claims (now contiguous with the Sunday Mines Complex); the Luke claims (abandoned); the DOC claims (abandoned); the MCT claims (abandoned); the MO claims (abandoned); Bush Canyon (abandoned); the Sage Plain Project (includes drilling on the Sage claims, Calliham lease, Crain lease, and Skidmore lease); and Hop Creek (abandoned). In addition, Denison performed exploration drilling on a number of the properties in the US Mining Division.

In 2013, exploration drilling is planned to continue in the La Sal trend, and monitor wells will be drilled at the Sunday Mines Complex, which will yield useable exploration information.

In the Arizona Strip District, Energy Fuels holds 100% interest in several claims blocks, all of which host confirmed breccia pipes features. Mineralization has been encountered in past drilling on a number of these features, and additional deep drilling is required to confirm mineral resources. Energy Fuels plans to drill six deep exploration holes in the future, to confirm a known discovery and to support mineral resource estimation, on a breccia pipe known as DB-1, although no drilling is planned for FY-2013. See “ Mineral Projects – Non-Material Mineral Properties – Exploration Properties ” below.

24


Other Projects

In addition to the foregoing, the Company has conducted operations in the following two projects:

Sheep Mountain Project:

The Company is permitting the Sheep Mountain Project, an underground and open pit uranium mine located in Wyoming, that is proposed to be operated as a heap leach facility. In FY-2012, the Company submitted a revised Plan of Operations ( “PO” ) to the BLM with minor changes to the original one submitted in 2011. The 2011 submittal began the BLM’s Environmental Impact Statement ( “EIS” ) process. The Company is also preparing the license application to the NRC and an amendment to the Wyoming mine permit, both of which the Company expects to submit by the end of calendar year 2013.

On March 1, 2012, Energy Fuels announced the 2012 PFS for the Sheep Mountain Project which reported the Probable Mineral Reserve at 18.4 million lbs. U 3 O 8 contained in 7.5 million tons at an average grade of 0.123% eU 3 O 8 . On April 13, 2012, the PFS was posted on SEDAR. Total Indicated Resource is 12.9 million tons containing 30.3 million lbs. of U 3 O 8 at an average grade of 0.117% eU 3 O 8 , which includes the Probable Mineral Reserve number described above.

The Company is conducting care and maintenance activities on the Sheep Mountain Project site and collecting baseline data. See “Mineral Projects – Sheep Mountain Project” below.

Piñon Ridge Mill:

The Company is permitting the proposed Piñon Ridge uranium and vanadium mill located in the Paradox Valley of Colorado. This proposed 500 tpd mineral processing facility would be the first uranium mill constructed in the U.S. in over 30 years. In FY-2012, the Company assisted the State of Colorado in defending a legal challenge to the Piñon Ridge License (which was granted in March 2011) from nongovernmental organizations. In June 2012, a court ruled in favor of the State and Company on the ten substantive environmental, health and safety claims. However, the court also set aside the Piñon Ridge License pending the completion of an administrative hearing (which occurred in November 2012).

The Company is conducting care and maintenance activities on the Piñon Ridge Mill site “Mineral Projects – Piñon Ridge Mill” below.

25


M INERAL P ROJECTS

Richard White, CPG#08792, the Company’s Director of Exploration and Technical Services, who is a “Qualified Person” in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects , promulgated by the Canadian Securities Administrators ( “NI 43-101” ), and is responsible for the disclosure of scientific or technical information concerning mineral projects in this AIF.

Summary of Mineral Reserves and Resources

The following tables show the Company's estimate of Mineral Reserves and Mineral Resources as of September 30, 2012. NI 43-101 requires mining companies to disclose Mineral Reserves and Mineral Resources using the subcategories of Proven Mineral Reserves, Probable Mineral Reserves, Measured Mineral Resources, Indicated Mineral Resources and Inferred Mineral Resources. Energy Fuels reports Mineral Reserves and Mineral Resources separately.

Mineral Reserve Estimates -- Uranium


Deposit

Tons
(,000)

Grade
% U 3 O 8

Pounds of U 3 O 8
(,000)

 

 

 

 

Sheep Mountain –Congo Pit Probable Reserve

3,955

0.115

9,117

Sheep Mountain – Underground Probable Reserve

3,498

0.132

9,248

White Mesa - Ore Stockpile (1)

17

0.27

129

          Total Mineral Reserves (Lbs.)

 

 

18,494

Mineral Resource Estimate --Uranium (2)(3)(4)

 

Measured Mineral Resources

Indicated Mineral Resources

Inferred Mineral Resources

 

Tons

Grade

Lbs. eU 3 O 8

Tons

Grade

Lbs. eU 3 O 8

Tons

Grade

Lbs. eU 3 O 8

Energy Queen

136,870

0.29%

789,960

86,820

0.35%

605,925

67,780

0.27%

366,250

Whirlwind

 

 

 

169,129

0.30%

1,003,322

437,100

0.23%

2,000,000

Sage Plain

615,620

0.216%

2,656,958

27,351

0.323%

176,837

49,316

0.184%

181,275

Sheep Mountain (5)

 

 

 

12,895,000

0.117%

30,285,000

 

 

 

Henry Mountains

 

 

 

2,41,000

0.27%

12,800,000

1,610,000

0.25%

8,080,000

San Rafael

 

 

 

758,050

0.22%

3,404,600

453,850

0.205%

1,859,600

Arizona 1

 

 

 

 

 

 

46,402

0.64%

594,000

Canyon

 

 

 

 

 

 

82,800

0.98

1,629,000

Pinenut

 

 

 

 

 

 

95,000

0.54%

1,037,000

EZ Complex

 

 

 

 

 

 

224,200

0.47%

2,105,000

Daneros

 

 

 

 

 

 

155,724

0.212%

661,000

Other (6)

72,120

0.19%

275,200

85,520

0.21

366,920

 

 

 

Total Mineral Resources (Lbs.)

3,722,118

48,275,684

18,513,125

26


Mineral Resource Estimate – Vanadium (2)(3)(4)

 

Measured Mineral Resources

Indicated Mineral Resources

Inferred Mineral Resources

 

Tons

Grade

Lbs. V 2 O 5

Tons

Grade

Lbs. V 2 O 5

Tons

Grade

Lbs. V 2 O 5

Energy Queen

136,870

1.26%

3,446,690

86,820

1.49%

2,582,950

67,780

1.33%

1,804,460

Whirlwind

 

 

 

169,129

0.97%

3,293,338

437,100

0.72%

6,472,000

Sage Plain

615,620

1.36%

16,724,061

27,351

2.02%

1,105,228

49,136

1.89%

1,854,034

San Rafael

 

 

 

758,050

0.30%

4,595,600

453,850

0.28%

2,510,600

Other (6)

72,120

0.95%

1,375,990

85,520

1.01%

1,728,975

 

 

 

Total Mineral Resources (Lbs.)

21,546,741

13,306,091

12,641,094

Notes:

(1)

“White Mesa – Ore Stockpile” does not include stockpiled U 3 O 8 which has been mined from deposits in the Colorado Plateau or White Canyon districts where no mineral reserve and mineral resource estimates have been prepared in accordance with NI 43-101.

(2)

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(3)

The Measured and Indicated Mineral Resources were estimated at various block cut-off grades and 0.20% eU 3 O 8 with a minimum thickness of 4 feet was selected as most reasonable for Henry Mountains - Bullfrog, a 0.10% eU 3 O 8 with a minimum thickness of 2 feet for Henry Mountains Tony M.

(4)

The Inferred Mineral Resources were estimated at various block cut-off grades and 0.20% eU 3 O 8 with a minimum thickness of 4 feet was selected as most reasonable for Henry Mountains – Bullfrog, 0.10% eU 3 O 8 with a minimum thickness of 2 feet for Henry Mountains – Tony M, 0.20% eU 3 O 8 for the Arizona Strip and EZ 1 and EZ 2,.

(5)

The Sheep Mountain Measured Mineral Resource includes Probable Mineral Reserves of 18,365,000 lbs. eU 3 O 8 in 7,453,000 tons at a grade of 0.123%.

(6)

“Other” includes defined resources on the Willhunt, Torbyn and Farmer Girl exploration projects.

Except as stated below, the Mineral Reserve and Mineral Resource information shown above is as reported in the various technical reports prepared in accordance with NI 43-101 (the “Reports” ) by Peter Geosciences, BRS Engineering, and Roscoe Postle Associates Inc. See “Mineral Projects – Henry Mountains Complex,” “Mineral Projects – Arizona Strip”, “Mineral Projects – White Canyon”, “Mineral Projects – Energy Queen”, “Mineral Projects – Whirlwind Mine”, “Mineral Projects – Sage Plain”, “Mineral Projects – San Rafael”, “Mineral Projects – Sheep Mountain,” and “Mineral Projects – Daneros.”

The White Mesa – Ore Stockpile consists of ore mined from the Arizona 1 Mine and was prepared from mill feed and mine production data. Mineral Reserve and Resource information in the Reports has been adjusted to reflect ore mined into Ore Stockpile and updated, in the case of Arizona 1, Pinenut and Canyon Mines, by Company personnel.

The reconciliations shown below detail the changes from the Company’s Mineral Reserve and Mineral Resource estimates reported as of September 30, 2012.

Reconciliation of Energy Fuels’ Uranium Mineral Reserves
(in thousands of pounds U 3 O 8 )

 

 

 

FY-2012

 

 

September 30,

FY-2012

Additions

September 30,

Reserves

2011

Throughput (1)

(Deletions) (2)

2012

Sheep Mountain –Congo Pit

9,117

--

--

9,117

Probable Reserve

 

 

 

 

Sheep Mountain – Underground

9,248

--

--

9,248

Probable Reserve

 

 

 

 

White Mesa – Ore Stockpile (3)

18,365 -

344

473

129

          Total Reserves

18,365

344

473

18,494

Notes:

(1)

Corresponds to mill feed.

(2)

Additions or deletions of Reserves include ore mined to stockpile and adjustments provided from mining and milling results.

(3)

“White Mesa – Ore Stockpile” does not include stockpiled U 3 O 8 or V 2 O 5 which has been mined from deposits in the Colorado Plateau or White Canyon where no Mineral Reserve and Mineral Resource estimates have been prepared in accordance with NI 43-101.

27


Reconciliation of Energy Fuels’ Uranium Mineral Resources
(in thousands of pounds U 3 O 8 )

 

 

 

 

FY-2012

 

 

 

September 30,

FY-2012

Additions

September 30,

Project

Resources

2011

Mined

(Deletions) (1)

2012

Energy Queen

 

 

 

 

 

 

Measured

789

0

0

789

 

Indicated

605

0

0

605

 

Inferred

366

0

0

366

Whirlwind

 

 

 

 

 

 

Indicated

1,095

0

0

1,095

 

Inferred

2,000

0

0

2,000

Sage Plain (2)

 

 

 

 

 

 

Measured

0

0

2,657

2,657

 

Indicated

0

0

176

176

 

Inferred

0

0

181

181

Sheep Mountain

 

 

 

 

 

 

Indicated

30,285

0

0

30,285

San Rafael

 

 

 

 

 

 

Indicated

3,405

0

0

3,405

 

Inferred

1,860

0

0

1,860

Henry Mountains (3)

 

 

 

 

 

Indicated

0

0

12,800

12,800

 

Inferred

0

0

8,080

8,080

Daneros

 

 

 

 

 

 

Inferred

0

75 (4)

736 (4)

661

Arizona Strip – Arizona 1 (6)

 

 

 

 

 

Inferred

0

72

591

594

Arizona Strip – Canyon

 

 

 

 

 

Inferred

0

0

1,629

1,629

Arizona Strip – Pinenut

 

 

 

 

 

Inferred

0

0

1,037

1,037

EZ Complex

 

 

 

 

 

 

Inferred

0

0

2,105

2,105

Other (5)

 

 

 

 

 

 

Measured

275

0

0

275

 

Indicated

367

0

0

367

Notes:

(1)

Additions or deletions of Mineral Resources include acquisitions, dispositions, reassessment of geological data and new or updated technical reports.

(2)

The Sage Plain project is held by Colorado Plateau Partners LLC, which, as at September 30, 2011 and September 30, 2012 was a joint venture owned as to 50% by a subsidiary of the Company and as to 50% by a subsidiary of Aldershot Resources Ltd. On October 1, 2012, the Company acquired Aldershot’s 50% interest in CPP, thereby acquiring 100% of the Mineral Resources. See “ Mineral Projects – Sage Plain Project.”

(3)

Henry Mountains –includes the Bullfrog (Indian Bench and Copper Bench deposits) and Tony M (Southwest and Tony M deposits). See “Mineral Projects – Henry Mountains Complex.”

(4)

The addition of Resources for Daneros is the NI 43-101 estimate of 824,100 lbs., net of an adjustment of 88,000 lbs. determined to have been mined by Denison and WCUL in 2010 and 2011 that was not accounted for in the NI 43-101 estimate. The 75,000 lbs. in the FY - 2012 Mined column includes lbs. that were mined between September 30, 2012 and October 17, 2012, when the Company placed the Daneros Mine on standby.

(5)

“Other” includes defined resources on the Willhunt, Torbyn and Farmer Girl exploration projects.

(6)

The resources shown in the column “FY-2012 Additions/(Deletions)” represents the resources shown for the Arizona 1 Mine in the Arizona 1, Canyon, and Pinenut Technical Report, less the number of lbs. mined between January 1, 2012 (the effective date of the report) and June 29, 2012 The FY-2012 resource identified in the “FY-2012 Mined” column represents all of the ore that was mined and received at the

28


White Mesa Mill between June 29, 2012 and September 30, 2012, which includes some incremental resources which have been encountered and mined, but were not a part of the technical report model. The number in the “September 30, 2012” column represents the remaining resource at September 30, 2012 that was part of the technical report, not all of which may be minable under current market conditions.

Reconciliation of Energy Fuels’ Vanadium Mineral Resources
(in thousands of pounds V 2 O 5 )

 

 

 

 

FY-2012

 

 

 

September 30,

FY-2012

Additions/

September 30,

Project

Resources

2011

Mined

(Deletions) (1)

2012

Energy Queen

 

 

 

 

 

 

Measured

3,447

0

0

3,447

 

Indicated

2,583

0

0

2,583

 

Inferred

1,804

0

0

1,804

Whirlwind

 

 

 

 

 

 

Indicated

3,598

0

0

3,598

 

Inferred

6,472

0

0

6,472

Sage Plain (2)

 

 

 

 

 

 

Measured

0

0

16,724

16,724

 

Indicated

0

0

1,105

1,105

 

Inferred

0

0

1,854

1,854

San Rafael

 

 

 

 

 

 

Indicated

4,596

0

0

4,596

 

Inferred

2,511

0

0

2,511

Other (3)

 

 

 

 

 

 

Measured

1,376

0

0

1,376

 

Indicated

1,729

0

0

1,729

Notes:

(1)

Additions or deletions of Mineral Resources include acquisitions, dispositions, reassessment of geological data and new or updated technical reports.

(2)

The Sage Plain project is held by Colorado Plateau Partners LLC, which, as at September 30, 2011 and September 30, 2012 was a joint venture owned as to 50% by a subsidiary of the Company and as to 50% by a subsidiary of Aldershot Resources Ltd. On October 1, 2012, the Company acquired Aldershot’s 50% interest in CPP, thereby acquiring 100% of such Mineral Resources. See “ Mineral Projects – Sage Plain Project.”

(3)

“Other” includes defined resources on the Willhunt, Torbyn and Farmer Girl exploration projects.

The Henry Mountains Complex

The Henry Mountains Complex is 100% owned by Energy Fuels, and is comprised of the Bullfrog property, hosting the Indian Bench and the Copper Bench deposits, and the Tony M property, hosting the Southwest deposit and the Tony M deposit and mine.

On June 27, 2012, Energy Fuels filed on the SEDAR website at www.sedar.com the technical report dated June 27, 2012 entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A.”, prepared by William E. Roscoe, Ph.D., P.Eng., Douglas H. Underhill, Ph.D., C.P.G. and Thomas C. Pool, P.E. of Roscoe Postle Associates Inc. ( “RPA” ) in accordance with NI 43-101 (the “Henry Mountains Technical Report” ). This report provided current estimates for the Indian Bench, Copper Bench, Southwest and Tony M deposits.

Property Description and Location

The Henry Mountains Complex is a single contiguous property located in eastern Garfield County, Utah, 15 to 20 miles north of Bullfrog Basin Marina on Lake Powell and approximately 40 air miles south of the town of Hanksville, Utah. It is situated three miles west of Utah State Highway 276. The Henry Mountains Complex includes the Bullfrog property (which includes the Copper Bench and Indian Bench deposits) located to the north and the Tony M property located to the south (which includes the Southwest and Tony M deposits).

29


The Henry Mountains Complex is comprised of 202 unpatented BLM mining claims totaling approximately 3,665 acres and one 640 acre SITLA Lease. The surface rights are owned by the federal government and administered by the BLM, with the exception of the SITLA Lease which has associated State surface rights. Seventeen of the claims, comprising a portion of the Tony M property, are subject to an escalating annual advance minimum royalty based on the uranium spot price, and a 4% yellowcake royalty, less taxes and certain other deductions. There is also a vanadium production royalty which is a 2% gross royalty less certain deductions. The SITLA Lease has an annual rental of $640 and is subject to royalties set by the State of Utah including: an escalating annual advance minimum royalty based on the uranium spot price; a uranium royalty of 8% of gross value less certain deductions; and a vanadium royalty of 4% of gross value less certain deductions. However, the vanadium grade is too low to be economic at current or reasonably foreseeable market conditions.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Road access to the Henry Mountains Complex is by paved Highway 276, running between Hanksville and Bullfrog Basin Marina, Utah. A gravel road, maintained by Garfield County and extending west from Highway 276, provides access to the southern end of the property. An unimproved county road passes by the portal of the Tony M mine and extends northerly across the property. A network of unimproved, dirt exploration roads provide access over the property except for areas of rugged terrain. The Bullfrog Basin Marina airstrip is located approximately 15 miles south of the Henry Mountains Complex. The Henry Mountains Complex is located in a relatively remote area of Utah, and the infrastructure is limited. The distance to Energy Fuels’ White Mesa Mill is 117 miles.

The climate is distinctly arid, with average annual precipitation of approximately eight inches. Local records indicate the temperature ranges from a minimum of -10°F to a maximum of 110°F. The vegetation consists primarily of small plants, including some of the major varieties of blackbrush, sagebrush, and rabbit brush. A few small junipers are also present.

Relief over the combined Bullfrog and Tony M properties is about 2,250 feet. The elevation ranges from 4,550 feet above sea level at the portal of the Tony M mine, near the southern end of the property, to 6,800 feet above sea level over the northern end of the properties. The terrain is typical canyon lands topography, with some areas deeply dissected by gullies and headwalls of canyons and the rest consisting of gently sloping gravel benches covering the northern half of the properties.

30


History

The Bullfrog property was initially explored by Exxon Minerals Company ( “Exxon” ), while the Tony M property was explored and developed by Plateau Resources Inc. ( “Plateau” ), at that time a subsidiary of Consumers Power Company of Michigan.

Denison acquired the Bullfrog property when it purchased substantially all of the uranium producing assets of Energy Fuels Nuclear ( “EFN” ) in 1997. In February 2005, Denison acquired the Tony M property, thus bringing it under common ownership with the Bullfrog property. Energy Fuels acquired the Bullfrog and Tony M properties on June 29, 2012, when it acquired the US Mining Division from Denison.

Prior to 2005, all exploration, mine development, and related activities for the two properties were conducted independently. The Bullfrog and Tony M properties are therefore discussed separately, except where correlations and comparisons are made.

Bullfrog Property:
Exxon conducted reconnaissance in the area in 1974 and 1975, and then staked its first Bullfrog claims in 1975 and 1976. A first phase drilling program conducted in 1977 resulted in the discovery of what became known as the “Southwest” uranium deposit. Additional claims were subsequently staked and drilling was continued by Exxon. Several uranium and vanadium zones were discovered in the Southwest and Copper Bench and Indian Bench areas. With the declining uranium markets of the early 1980s, Exxon prepared a prefeasibility report and then discontinued development of the property.

From July 1982 to July 1983, 112 drill holes were completed by Atlas Minerals Corp., ( “Atlas” ) under a purchase option with Exxon, delineating the Southwest and Copper Bench deposits on approximately 100 foot centers. From July 1983 to March 1984, a core drilling program was completed throughout the Bullfrog property with 133 rotary drill holes to delineate the Indian Bench deposit on approximately 200 foot centers.

In late 1992, EFN purchased the Bullfrog property from Exxon and conducted a geologic review and internal economic analysis of the property. In 1997, Denison became the owner of the Bullfrog property, and Energy Fuels became owner of the Bullfrog property in June 2012.

Tony M Property:
Exploration drilling in the Shootaring Canyon area was initiated by Plateau during 1976 in the vicinity of outcropping uranium mineralization. In February 1977, drilling commenced in what was to become the Tony M mine. More than 2,000 rotary drill holes totalling about one million feet were drilled.

Development of the Tony M mine started in September 1977. By mid-1984, nearly 17 miles of underground workings had been developed in the Tony M mine. During development of the Tony M entryways and crosscuts, a total of 237,441 tons of material with an average grade of 0.121% U 3 O 8 was extracted and stockpiled.

In 1989, 30 to 40 rotary holes were drilled to delineate zones of high grade uranium mineralization.

More recent mining activity is described under “Mineral Projects – Henry Mountains Complex – Mining Operations” below.

31


Geological Setting

The Henry Mountains Complex uranium deposits occur within the Salt Wash Member of the Morrison Formation, located within the Colorado Plateau. The Morrison Formation is a complex fluvial deposit of Late Jurassic age that occupies an area of approximately 600,000 square miles, including parts of 13 western states and small portions of three Canadian provinces, far to the north and east of the boundary of the Colorado Plateau.

The Bullfrog and Tony M deposits consist of two extensive elongate, tabular zones containing a large concentration of mineralization. Together the Southwest deposit of the Bullfrog property and the Tony M deposit extend for a distance of about three miles along a north-south trend and have a maximum width of about one-half mile. The larger Indian Bench and Copper Bench deposits within the Bullfrog property extend about 3.5 miles along a northwesterly trend.

Mineralization in the Bullfrog property deposits occurs over three stratigraphic zones of the Salt Wash Member of the Morrison Formation, while mineralization at the Tony M property occurs over four zones. The Southwest deposit (like most of the adjacent Tony M property) occurs in the lowermost 35 feet to 40 feet of the Salt Wash Member sandstone. Mineralization forming the Copper Bench and Indian Bench deposits occurs between about 60 feet and 100 feet above the base of the Salt Wash Member.

The depth below the surface to the base of the three deposits ranges from about 475 feet (Southwest deposit) to nearly 1,100 feet in both the Copper Bench and Indian Bench deposits.

Exploration

Surface drilling using rotary tricone technology, together with radiometric gamma logging, was the primary exploration method used to discover and delineate uranium on the Bullfrog and Tony M properties.

During development of the Tony M mine, Plateau also conducted an intensive mine geology program to collect detailed information on the occurrence of uranium, including its thickness, grade, and lateral extent. This was done through geological mapping, together with face and rib scanning, as well as gamma probing of short up and down holes extending to about eight feet. Probing was also done using long-hole drilling to test target zones up to about 150 feet from mine openings. The results of this program were recorded on a systematic set of cross sections through the Tony M mine developed at a scale of 10 feet to the inch. RPA did not have access to the detailed information collected underground in the Tony M mine.

Denison carried out no work on the Bullfrog and Tony M properties, with the exception of a review of available data and critical evaluation, until the end of 2005 when certain activities including underground reconnaissance and permitting were initiated. See “Operations – U.S. Mines – Henry Mountains Complex” above.

Mineralization

The uranium/vanadium mineralization in the Henry Mountains Complex is similar to ores observed elsewhere in the Colorado Plateau. It occurs as intragranular disseminations within the fluvial sand facies of the Salt Wash Member. It also forms coatings on sand grains and organic associated masses. Coffinite is the dominant primary uranium mineral in the mineralized horizons, with uraninite occurring in only trace amounts.

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Vanadium occurs as montroseite (hydrous vanadium oxide) and vanadium chlorite in primary mineralized zones located below the water table, (i.e., the northern portion of the Tony M property). Above the water table to the south, vanadium chlorite is absent, while montroseite and a suite of secondary uranium/vanadium minerals are present.

Drilling

Bullfrog Property:
Most of the drilling done on the Southwest, Copper Bench, and Indian Bench deposits on the Bullfrog property was conducted by rotary drilling using a tricone bit. Additional drilling was done to collect core samples.

The Indian Bench deposit is delineated by drilling on approximately 200 foot centers, while the Southwest and Copper Bench deposits were drilled on 100 foot centers. In some areas, the rugged terrain made access difficult, resulting in an irregular drill pattern. A total of 2,232 drill holes were completed on the Bullfrog property.

The mineralization is approximately horizontal on the Bullfrog property, so vertical holes provide a reliable estimate of the thickness of the deposits.

Tony M Property:
In February 1977, drilling commenced in what was to become the Tony M deposit. Plateau drilled more than 2,000 rotary drill holes totalling about 1.0 million feet. The holes were drilled using rotary tricone technology. The rugged terrain over much of the Tony M property made drilling access difficult, resulting in an irregular drill pattern. The drilling includes 24 core holes. The core holes provided samples of the mineralized zone for chemical and amenability testing and to determine geologic and engineering properties of the mineralized zone.

Sampling and Analysis

Bullfrog Property:
Downhole gamma logging of surface holes was done on the Bullfrog property. Standard logging suites included radiometric gamma, resistivity and self potential measurements, supplemented by neutron-neutron surveys for dry holes. Deviation surveys were conducted for most of the holes.

Assays of samples from core drilling were collected by company geologists and submitted to various commercial labs for analysis. Results of these analyses were compared to eU 3 O 8 values from gamma logs to evaluate radiometric equilibrium, logging tool performance, and validity of gamma logging.

Metallurgical testing included leach amenability studies, settling, and filtration tests.

Mineral Resource estimates for the Bullfrog property are based on the eU 3 O 8 % gamma log conversion values used to identify the mineralized zone, its thickness and calculate an average grade. The procedures implemented to identify the minimum grade and cut-off GT product for Mineral Resource estimation are described below under the heading “Cut-Off Grade and Mining Considerations.”

Tony M Property:
The same suite of logging surveys and procedures as employed at the Bullfrog property were conducted for the Tony M property. Assays of samples from core drilling were collected and submitted for analysis. Confirmation assays of chemical U 3 O 8 % were completed on drill core samples for comparison and calibration with eU 3 O 8 % values from gamma logging.

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Status of Chemical Equilibrium of Uranium

Bullfrog Property:
Exxon conducted analyses of samples from core drilling in the Southwest and Copper Bench deposits and found that the radioactive disequilibrium of potentially economic grade intercepts in cores, measured as the ratio of chemical U 3 O 8 % to log radiometric equivalent (eU 3 O 8 %), varied from 0.80 to 1.35 and averaged 1.06, close to the equilibrium value of 1.0. Other investigations had identified no significant disequilibrium problem.

Tony M Property:
Plateau conducted an extensive investigation of the state of chemical disequilibrium of uranium in the Tony M deposit. In 1989, a previous operator reported that an analysis of results from 1,763 samples, including 1,137 composite samples collected from buggies coming from the Tony M mine, was completed in 1983. Based on that analysis, it was concluded: (i) the state of disequilibrium varies from location to location within the deposit; (ii) with the exception of one small area in the southern part of the deposit, the equilibrium factor is positive; (iii) low grade material with less than 0.06% U 3 O 8 is depleted in uranium; and (iv) higher grade material containing more than 0.06% U 3 O 8 is enriched in uranium.

Roscoe Postle Associates Inc. ( “RPA” ) is of the opinion that based on the information available, the original gamma log data and subsequent conversion to eU 3 O 8 % values are reliable but slightly conservative estimates of the uranium U 3 O 8 % grade. Furthermore, there is no evidence that radiometric disequilibrium would be expected to negatively affect the uranium resource estimates of the Henry Mountains Complex.

Data Verification

Based on its review of the grade and thickness of uranium mineralization determined in the original gamma logs and a comparison with the computer generated GT composites, RPA is of the opinion that the original gamma log data and subsequent conversion to eU 3 O 8 values are reliable. Furthermore, RPA reviewed the chemical analyses of core from diamond drill holes from the Bullfrog property and is of the opinion that the gamma logging results for the Bullfrog property provide a reliable, but conservative, estimate of the uranium content. The review suggests that the mineral resource estimate may underestimate the uranium content of the Bullfrog property by up to about 5%.

Security of Samples

Procedures followed during exploration were well documented and at the time followed best practices and standards of companies participating in uranium exploration and development. Onsite collection of the downhole gamma data and onsite data conversion limit the possibility of sample contamination or tampering.

Mineral Resource Estimation

In the Henry Mountains Technical Report, RPA audited the 1993 EFN mineral resource estimate of the Copper Bench and Indian Bench deposits on the Bullfrog property and the Southwest deposit on the Tony M property, accepted them as a current Mineral Resource estimate and classified them as Indicated Mineral Resources and Inferred Mineral Resources in accordance with CIM definitions.

The basis for this Mineral Resource estimation is the gamma logs from 1,801 rotary drill holes located on the Southwest, Copper Bench and Indian Bench deposits. This represents about 80% of the 2,232 total holes drilled on these deposits. A total of 81 core holes were drilled to recover samples for chemical and geologic analysis and to establish stratigraphic relationships. All of the drilling and analyses were conducted by past owners, prior to Energy Fuels’ tenure. See “Mineral Projects – Henry Mountains Complex – Drilling” above.

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The grades of the mineralized zones were calculated on a polygonal block-by-block basis. The pounds of eU 3 O 8 for each polygon were then tabulated along with the area and calculated volume for each block. The total number of tons and pounds of eU 3 O 8 contained in the blocks were summed to provide a total inventory for each of the three deposits. Average grades for each deposit were estimated from the grades of the drill hole intersections used in the Mineral Resource estimate weighted by tonnage.

In the preparation of the Henry Mountains Technical Report, RPA audited the Mineral Resource estimates of the Tony M and Southwest deposits prepared by Denison using the contour method in 2008 and accepted them as a current Mineral Resource estimate, and has classified them as Indicated and Inferred Mineral Resources in accordance with CIM definitions.

The results of 1,671 drill holes were used to prepare the Mineral Resource estimates for the Tony M and the Southwest deposits. A total of 32 core holes were drilled to recover samples for chemical and geologic analysis and to establish a stratagraphic relationship. All of the drilling and analyses were conducted by past owners, prior to Energy Fuels’ tenure. See “Mineral Projects – Henry Mountains Complex – Drilling” above.

The following table lists the Mineral Resources by deposit for the entire Henry Mountains Complex.

Henry Mountains Complex Mineral Resource Estimates (1) (2) (3)

 

 

 

 

Contained eU 3 O 8

Deposit

Category (1)

Tons (million)

Grade eU O (%)

(million pounds)

 

 

 

3 8

 

Tony M (2)

Indicated

1.03

0.24

4.83

Southwest (2)

Indicated

0.66

0.25

3.30

Indian Bench (3)

Indicated

0.22

0.40

1.74

Copper Bench (3)

Indicated

0.50

0.29

2.93

      Total

 

2.41

0.27

12.80

 

 

 

 

 

Tony M

Inferred

0.65

0.17

2.17

Southwest

Inferred

0.21

0.14

0.58

Indian Bench

Inferred

0.25

0.42

2.09

Copper Bench

Inferred

0.50

0.32

3.24

      Total

 

1.61

0.25

8.08

Notes:

(1)

The Mineral Resource estimates comply with the requirements of NI 43-101 and the classifications comply with CIM definition standards.

(2)

The Tony M and Southwest Mineral Resources were estimated at a cut-off grade of 0.10% eU 3 O 8 over a minimum thickness of 2 feet and a minimum GT of 0.2 feet-%.

(3)

The Indian Bench and Copper Bench Mineral Resources were estimated at a cut -off grade of 0.20% eU 3 O 8 , a minimum thickness of 4 feet and a minimum GT of 0.8 feet-% that does not include any intervals with less than a 0.5 foot intercept of 0.08% U 3 O 8 .

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Cut-Off Grade and Mining Considerations

The selection of a 0.20% eU 3 O 8 cut-off for the Copper Bench and Indian Bench was made by RPA based on evaluations of current mining and processing costs made by both Denison and other operators in the region.

The 0.20% eU 3 O 8 cut-off maximizes the tonnage of higher grade mineralization while maintaining strong positive value. Based on the extensive review of the drilling, RPA notes that lowering the cut-off criteria will increase total tonnage by increasing the number of drill hole intercepts meeting the cut-off, while also increasing the apparent continuity of mineralization between adjacent drill holes.

For the Tony M and Southwest deposits, Energy Fuels established minimum grade, thickness and GT parameters based on conventional Colorado Plateau mining practices and recent operating costs at the Tony M mine.

As an initial step for compositing the drill hole assays, minimum grades of 0.10%, 0.08%, 0.05% and 0.03% eU 3 O 8 were used over a minimum thickness of two feet, with a two foot minimum for exclusion of waste intervals. This resulted in minimum GT values of 0.20 feet-%, 0.16 feet-%, 0.10 feet-% and 0.06 feet-%, respectively. The two-foot thicknesses are based on the mining technique of split shooting, which is commonly used in the Colorado Plateau District. For inclusion of blocks in the Mineral Resource estimate, Energy Fuels used a cut-off grade of 0.10% eU 3 O 8 .

Upon receipt of the initial exploration permit, the previous operator engaged Dynatec Mining Corporation ( “Dynatec” ) as its mine contractor for the Tony M operation. In May 2007, Dynatec began limited rehabilitation work on the existing Tony M workings.

Permitting

The original Tony M mine permit was allowed to lapse. Subsequently, the previous operator filed for exploration permits with UDOGM and the BLM. These permits were granted by UDOGM and the BLM on December 2, 2005 and March 6, 2006, respectively, which enabled the previous operator to regain access, inspect and begin rehabilitation of the Tony M underground workings. The previous operator also began the permitting process for a mine permit for the Henry Mountains Complex, including the Tony M mine. The permit application was submitted in November 2006 and a Record of Decision ( “RoD” ) and approved Plan of Operations ( “PO” ) was received in September 2007.

The PO was challenged by the Center for Water Advocacy and the Utah Chapter of the Sierra Club, which requested a Utah State BLM Director Review and a stay of the decision approving the Final PO for the Tony M mine. On November 21, 2007, the BLM State Director issued a decision vacating the previously issued permit and remanded the case to the Field Office in order that the Environmental Assessment ( “EA” ) for the Tony M Mine PO could be amended and a new RoD issued. As a result of this decision to vacate and renew, the request for stay was considered moot. The new decision was issued by the BLM on November 23, 2007 approving the PO for the mine. The new decision was once again appealed by the Center for Water Advocacy and the Utah Chapter of the Sierra Club. The Utah State Director issued a decision denying the appeal and upholding the PO on February 19, 2008.

The Phase 2 PO has been filed with the BLM and UDOGM. The Phase 2 activities will include addition of ventilation shafts, upgrading of the shaft and site access road, installation of a production shaft and expansion of the mine water evaporation reservoir. The Phase 2 permitting efforts continue with the BLM and UDOGM.

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Mining Operations

With the receipt of the operating permit in September 2007, Dynatec shifted from rehabilitation work to mining of the Tony M deposit. As of the end of 2007, 9,368 tons of ore grading 0.10% U 3 O 8 had been shipped to the White Mesa Mill from the Tony M mine. The reason for the initial low grade was that it was related to development work to access the higher grade deposits.

In addition to re-opening the mine, the previous operator also constructed a number of surface facilities including a power generation station, compressor station, fuel storage facilities, maintenance building, offices and dry storage. An evaporation pond, which was originally constructed when the Tony M mine was in operation in the 1980’s, and which is used for storage and evaporation of mine water, was reconstructed to allow for dewatering of the mine. All surface facilities are well-maintained and in good condition.

In 2008, 87,421 tons grading 0.15% U 3 O 8 were shipped to the White Mesa Mill, as well as 64,755 tons of ore from the historic stockpiles, grading 0.11% U 3 O 8 . In November 2008, the previous operator announced that operations at the Tony M mine were being placed on temporary standby due to high operating costs and the weakening of the uranium spot price. Shipping of ore from the historic stockpiles continued after the mine was placed on standby.

In March 2009, shipping of the historic ore stockpile to the White Mesa Mill was completed with 29,737 tons of ore grading 0.11% U 3 O 8 , shipped. The vanadium grades are too low to be recovered under the current market conditions.

The mine remains on care and maintenance.

The Arizona Strip

On June 29, 2012, Energy Fuels filed, on the SEDAR website at www.sedar.com the “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.”, prepared by Thomas C. Pool, P.E and David A. Ross, M.Sc., P.Geo. of RPA in accordance with NI 43-101 (the “Arizona 1, Canyon, and Pinenut Technical Report” ). Unless otherwise stated, the following description of the Arizona 1 Mine, Canyon Mine, and Pinenut Mine are derived from the Arizona 1, Canyon, and Pinenut Technical Report. The author of the Arizona 1, Canyon, and Pinenut Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

On June 29, 2012, Energy Fuels filed, on the SEDAR website at www.sedar.com the “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.”, prepared by David A. Ross, M.Sc., P.Geo. and Christopher Moreton, Ph.D, P.Geo. of RPA in accordance with NI 43-101 (the “EZ1 and EZ2 Technical Report” ). Unless otherwise stated, the following description of the EZ Complex is derived from the EZ1 and EZ2 Technical Report. The author of the EZ1 and EZ2 Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

Energy Fuels has a 100% interest in eight breccia pipe uranium deposits in the Arizona Strip District of northwestern Arizona, being: Arizona 1, Canyon, Pinenut, EZ 1, EZ 2, WHAT, DB 1, and Kanab North. The EZ 1, EZ 2, WHAT, DB 1 and a fifth deposit, Moonshine Springs, were acquired by Denison from Pathfinder Mines Corp. ( “Pathfinder” ) in 2007. Moonshine Springs is a sandstone hosted deposit near the surface, gradually becoming deeper toward the north.

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The Arizona Strip is an area largely bounded on the north by the Arizona/Utah state line; on the east by the Colorado River and Marble Canyon; on the west by the Grand Wash Cliffs; and on the south by a midpoint between the city of Flagstaff and the Grand Canyon. The area encompasses approximately 13,000 square miles.

Since 1980, when mine development first began at the Hack Canyon II mine, the Arizona Strip has produced in excess of 19 million pounds of uranium from seven mines. Of these mines, Hack Canyon I, II, and III, Pigeon and Hermit are depleted and have been reclaimed.

Ore from the Arizona Strip mines is hauled by truck from the mine sites to the White Mesa Mill. The Arizona 1 and Pinenut Mines are approximately 307 road miles, and the Canyon Mine is 325 road miles from the mill.

The Arizona Strip mines are held by Energy Fuels on unpatented claims located on land managed by the BLM and U.S. Forest Service ( “USFS” ), except for the Moonshine Springs deposit, which is held by a combination of mineral claims and a mineral lease. There is a 3.5% yellowcake royalty on the Canyon property.

Mining operations began at Arizona 1 in late 2009. At Pinenut, mine development activities began in late 2010. See “Operations – Mines – Arizona Strip” . At Canyon, all surface facilities for shaft sinking are in place, and Energy Fuels is currently proceeding with development of the mine. Shaft sinking is expected to begin by January 2013. Kanab North, mined previously, is reported to have only minor quantities of mineralized material remaining in place and is not included in the mineral resource estimates in the Arizona Strip Technical Report. The EZ Complex is currently in the permitting process. The DB 1 and Moonshine Springs properties have no development on site or plans for permitting at this time.

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Property Description and Location

Prior to its bankruptcy in 1995, EFN located and developed to various stages, numerous uranium mineralized breccia pipe structures in northwestern Arizona, between Utah and the Grand Canyon, an area termed the “Arizona Strip.” Most of Energy Fuels’ breccia pipes are between the town of Fredonia, on the Arizona-Utah state line, and Grand Canyon National Park. These include the Pinenut, Arizona 1 and EZ Complex properties. One deposit, Canyon, is located south of the National Park.

Arizona 1 is located in Mojave County, Arizona, about 45 miles southwest from Fredonia, Arizona by unsurfaced road. Energy Fuels’ property position consists of 10 unpatented mining claims covering approximately 207 acres.

Pinenut consists of 10 unpatented mining claims encompassing 207 acres. It is located 45 miles south of Fredonia in Mojave County, Arizona and is accessible via an unsurfaced road.

The Canyon project is in north central Arizona, 153 miles north of Phoenix and six miles south of Tusayan, Arizona in the Kaibab National Forest, Coconino County and is accessible by an unsurfaced road. The Canyon site consists of nine unpatented mining claims encompassing approximately 186 acres. There is a 3.5% yellowcake royalty on the Canyon property.

The EZ Complex is also located in Mohave County, Arizona, about 30 miles southwest of Fredonia, Arizona. The EZ Complex is comprised of 12 unpatented mining claims covering approximately 248 acres. There is a 1.0% yellowcake royalty on the EZ Complex properties.

Accessibility, Local Resources, Physiography and Infrastructure

Climate in northern Arizona is semi-arid, with cold winters and hot summers. January temperatures range from about 7° F to 57° F and July temperatures range from 52° F to 97° F. Annual precipitation, mostly in the form of rain but some snow, is about 12 inches. Vegetation on the plateaus is primarily open piñon juniper woodland and shrubs. Mining operations can be conducted on a year around basis.

The region north of the Grand Canyon is very sparsely populated. Due to the inaccessibility and low population, infrastructure is not well developed. The nearest commercial centers to the Fredonia area are the towns of St. George and Cedar City, Utah, both approximately 88 miles to the northwest by road. The White Mesa Mill is approximately 275 miles by road from Fredonia and about 325 miles by road from the Canyon Mine.

History

Uranium exploration and mining of breccia pipe uranium deposits started in 1951 when a geologist employed by the U.S. Geological Survey noted uranium ore on the dump of an old copper prospect on the South Rim of the Grand Canyon of Northern Arizona. The prospect was inside the Grand Canyon National Park, but on fee land that predated the park. A mining firm acquired the prospect and then mined a significant high grade uranium deposit, the Orphan Mine. By the time mining ended in the early 1960s, 4.26 million pounds of U 3 O 8 and some minor amounts of copper and silver had been produced.

After the discovery of the first deposit in the 1950s, an extensive search for other deposits was made by the government and industry, but only a few low grade prospects were found. Exploration started again in the early 1970s. In the mid 1970s, Western Nuclear Inc. ( “Western Nuclear” ) acquired the Hack Canyon prospect located about 25 miles north of the Grand Canyon and found high grade uranium mineralization offsetting an old shallow copper/uranium site. In the next few years, a second deposit was found approximately one mile away.

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EFN acquired the Hack Canyon property from Western Nuclear in December 1980. Development started promptly, and the Hack Canyon mine was in production by the end of 1981.

The Kanab North deposit was discovered in 1981, but development did not begin until late 1984. Kanab North was fully developed in 1988 and operated until December 1990 when it was placed on standby. Production totalled about 2.8 million pounds of U 3 O 8 at an average grade of just over 0.50% U 3 O 8 . Some minor quantity of mineralized material remains.

EFN explored the Arizona 1 pipe with a total of 253 drill holes, including: 18 core holes from underground drill stations with a total footage of 6,122 feet; 17 rotary holes from surface with a total footage of 25,289 feet; and 218 long holes from underground drill stations with a total footage of 36,189 feet. Mine development of the Arizona 1 ore body began in 1990 but was suspended in 1992, with the shaft at a depth of 1,254 feet.

The Canyon deposit is located on mining claims that EFN acquired in 1982. Drilling completed by EFN in 1983 identified a significant deposit. EFN drilled an additional 36 holes from May 1983 through April 1985 to delineate the uranium mineralization and to determine placement of the mine shaft and water supply well. Additional drilling of six holes was completed in 1994. Development of the site was discontinued as a result of low uranium prices.

The Pinenut mine was developed in 1989, but saw only minor production, approximately 0.5 million pounds U 3 O 8 at an average grade of 1.02% U 3 O 8 , and was then placed on standby.

The EZ Complex was drilled in the 1980s by Pathfinder. Pathfinder drilled 81 holes for a total of 139,118 feet. Pathfinder entered into a joint venture with EFN and prepared mineral resource estimates for the two deposits in 1988. At the time of International Uranium Corporation’s ( “IUC” ) acquisition of EFN’s mining properties in 1997, the EFN/Pathfinder joint venture was terminated and control of the EZ 1 and EZ 2 projects reverted back to Pathfinder. Denison acquired the EZ 1 and EZ 2 projects from Pathfinder in 2007. Those projects were acquired by the Company in June 2012 when it acquired the US Mining Division.

EFN identified and investigated more than 4,000 circular features in northern Arizona. Some 110 of the most prospective features were explored by deep drilling, and approximately 50% of those drilled were shown to contain uranium mineralization. Ultimately, nine deposits were deemed worthy of development. Total mine production from the EFN breccia pipes from 1980 through 1991 was approximately 19.1 million pounds U 3 O 8 at an average grade of just over 0.60% U 3 O 8 .

Most of the EFN assets were acquired by Denison’s predecessor IUC in 1997 and by the Company in June 2012 upon acquisition of the US Mining Division. Since that time, Denison and then Energy Fuels has maintained ownership of the Kanab North, Pinenut, Arizona 1, and Canyon deposits. All other EFN breccia pipe prospects were dropped by Denison. In addition to the EFN breccia pipe deposits, Denison acquired four additional breccia pipe deposits (EZ 1, EZ 2, WHAT and DB 1) and one sandstone type deposit (Moonshine Springs) from Pathfinder, all of which were acquired by Energy Fuels as part of the US Mining Division.

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Geological Setting

Parts of two distinct physiographic provinces are found within Arizona: the Basin and Range province in the southern and western edge of the state, and the Colorado Plateau province in most of northern and central Arizona. The Arizona Strip lies within the Colorado Plateau province.

Surface exposures within the Arizona Strip reveal sedimentary and volcanic rocks ranging in age from upper Paleozoic to Quaternary; the area is largely underlain by Mississippian through Triassic sedimentary rocks. However, exposed within the Grand Canyon are older rocks reaching Precambrian in age.

Arizona 1, in common with all other breccia pipes within the Arizona Strip, was believed by EFN to have had its origin as a solution collapse of the Redwall Limestone. This collapse worked its way upward through the overlying formations where the throat diameter is on the order of 200 feet to 300 feet. Vertical displacement in the throat averages about 175 feet. Uranium mineralization is distributed irregularly over a depth interval of approximately 650 feet mainly at the level of the Hermit Shale formation to a maximum depth of some 1,400 feet from surface.

At the Canyon deposit, the surface expression of the pipe is a broad shallow depression in the Permian Kaibab Formation. The pipe is essentially vertical with an average diameter of less than 200 feet, but it is considerably narrower through the Coconino and Hermit horizons (80 feet). The cross sectional area is probably between 20,000 and 25,000 square feet. The deposit extends for at least 2,300 feet from the Toroweap limestone to the upper Redwall horizons. The ultimate depth of the deposit is unknown at this time.

Mineralization extends vertically both inside and outside the Canyon deposit over about 1,700 vertical feet, but ore grade mineralization has been found mainly in the Coconino, Hermit, and Esplanade horizons and at the margins of the deposit in fracture zones. Sulphide zones are found scattered throughout the deposit but are especially concentrated (sulphide cap) near the Toroweap Coconino contact, where the cap averages 20 feet thick and consists of pyrite and bravoite, an iron-nickel sulphide. The ore assemblage consists of uranium-pyrite-hematite with massive copper sulphide mineralization common in and near the ore zone. The strongest mineralization appears to occur in the lower Hermit-upper Esplanade horizons in an annular fracture zone.

Uranium mineralization in the EZ 1 and EZ 2 deposits is located primarily in the Coconino and Hermit horizons.

Deposit Types

Paleozoic sedimentary rocks of northern Arizona are host to thousands of breccia pipes. These deposits are known to extend from the Mississippian Redwall Limestone to the Triassic Chinle Formation, which makes about 4,000 feet of section. However, because of erosion and other factors, no single deposit has been observed cutting through the entire section. No deposit is known to occur above the Chinle Formation or below the Redwall Limestone.

Breccia pipes within the Arizona Strip are vertical or near vertical, circular to elliptical bodies of broken rock. Broken rock is comprised of slabs and rotated angular blocks and fragments of surrounding and stratigraphically higher formations. Hence, many geologists consider these deposits to have been formed by solution collapse of underlying calcareous rocks, such as the Redwall Limestone. Surrounding the blocks and slabs making up the breccia is a matrix of fine material comprised of surrounding and overlying rock from various formations. The matrix has been cemented by silicification and calcification for the most part.

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Breccia pipes are comprised of three interrelated features: a basinal or structurally shallow depression at surface (designated by some as a collapse cone); a breccia pipe which underlies the structural depression; and annular fracture rings which occur outside of, but at the margin of the pipes. Annular fracture rings are commonly, but not always, mineralized. The structural depression may range in diameter up to 0.5 miles or more, whereas breccia pipe diameters range up to about 600 feet; the normal range is 200 feet to 300 feet.

Mineralized breccia pipes found to date appear to occur in clusters or trends. Spacing between breccia pipes ranges from hundreds of feet within a cluster to several miles within a trend. Pipe location may have been controlled by deep seated faults, but karstification of the Redwall Limestone in Mississippian and Permian times is considered to have initiated formation of the numerous and widespread breccia pipes in the region.

Exploration

Denison did not carry out any exploration on the properties since the acquisitions in 1997 and 2007, respectively, nor has the Company to date.

Mineralization

In the breccia pipe deposits, uranium occurs largely as blebs, streaks, small veins, and fine disseminations of uraninite/pitchblende. Mineralization is mainly confined to matrix material, but may extend into clasts and larger breccia fragments, particularly where these fragments are of Coconino sandstone. In addition to uranium, an extensive suite of elements is reported to be anomalously concentrated in mineralized rock within breccia pipes throughout northern Arizona. Within many pipes, there is a definite mineralogical zoning in and around the uranium ore body.

The breccia pipes are surrounded by bleached zones, particularly notable in the Hermit Formation where unaltered red sediments contrast sharply with grey-green bleached material. Both age dating and disequilibrium determinations indicate that remobilization of uranium has occurred. Uranium concentrations in the upper levels of a deposit tend to be in equilibrium, but with depth disequilibrium in the ore bodies increases in favour of the chemical assays.

Uranium mineralization within Arizona 1 extends significantly in the vertical dimension. Continuous drill hole intersections of several tens of feet with grades exceeding 1.00% U 3 O 8 or more are notuncommon. The maximum continuous surface drill hole intersection was 92.5 feet at an average grade of 1.55% U 3 O 8 . On average, the 12 drill holes from surface which had intersected uranium mineralization recorded 75 feet of 0.62% U 3 O 8 .

Uranium mineralization at Canyon is concentrated in three stratigraphic levels: Coconino, Hermit/Esplanade, and a lower zone. Mineralization extends vertically from a depth of 600 feet to over 2,100 feet. Intercepts range widely up to several tens of feet with grades in excess of 1.00% U 3 O 8 . Twenty-two drill holes from surface encountered uranium mineralization averaging 100 feet of 0.45% U 3 O 8 .

Uranium mineralization in EZ 1 occurs at two distinct vertical intervals. The Upper zone is contained within a 400-foot interval 1,170 to 1,560 feet below surface and at its widest point has a diameter of approximately 183 feet. The Lower zone is at a depth of 1,812 to 2,143 feet and at its widest point has a diameter of 45 feet. At EZ 2, the mineralization occurs in three distinct zones: an Upper, Middle and Lower zone. The larger Upper zone is mushroom shaped and is approximately 300 feet wide at its widest point and occurs from 952 feet to 1,153 feet below surface. The Middle zone is made up of two central deposits surrounded by multiple ring deposits. The Middle zone array of deposits occurs between depths of 1,194 to 1,356 feet. The Lower zone also is a mushroom shaped deposit from 1,417 to 1,512 feet.

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Drilling

Shallow drilling was often conducted to locate the centre of the collapse feature as a guide to the throat of the underlying breccia pipe. The basic tool for exploring breccia pipes in northern Arizona is deep rotary drilling supplemented by core drilling, to a depth of 2,000 feet or more from surface. Prospective pipes were usually first tested with three drill holes. If no mineralization was present, the effort was abandoned.

Exploration drilling of breccia pipes is a difficult process. Substantial depths, approximately 2,000 feet, small targets, approximately 200 feet in diameter, and non-homogeneous rock formations combine to limit the accuracy of the drilling process. The presence of cavernous and brecciated sediments near the present land surface can result in loss of circulation of drilling fluid; as a result, much drilling is conducted “blind.” Periodic “spot cores” are taken to determine whether or not holes are within the target structure or have drifted away from the pipe. Indeed, most pipes cannot be completely drilled out from the surface due to deviation from desired targets. All drill holes are surveyed for deviation and logged with gamma logging equipment.

If surface drilling provides sufficient encouragement that a mine can be developed, on that basis a vertical shaft is sunk or drilled to its ultimate depth and underground drill stations are established at various levels to provide platforms for further exploration and delineation drilling. Drilling from underground stations typically utilizes large bore percussion drills. The resulting drill holes, out to as much as approximately 200 feet or so, are then gamma logged and surveyed as a supplement to surface drilling.

Sampling Method and Approach

All the historical drill holes on Energy Fuels’ Arizona Strip breccia pipe properties were gamma logged and surveyed for deviation. These data provide the basic building blocks from which quantities of mineralized material are estimated. Core holes were drilled to supplement this data, to provide information for determination of disequilibrium, and to accommodate material for metallurgical testing. This process was consistent with industry standards at the time and the work carried out by EFN is judged by RPA to have been of superior quality.

All of the basic data for calculation of quantities and grades of mineralized material for the Arizona 1, Pinenut, Canyon, and EZ1 and EZ2 deposits was derived directly by gamma log interpretation. Numerous checks were completed on this data by means of chemical assays, closed-can assays, and various beta gamma analyses.

Sample Preparation, Analyses and Protocols

Industry standards for uranium exploration in the western United States are based almost completely on the gamma logging process with a number of checks, including: (i) frequent calibration of logging tools, (ii) core drilling and chemical analysis of core as a check on gamma log values and the potential for disequilibrium; (iii) possible closed-can analysis as an adjunct to chemical assays; and (iv) possible gamma logging by different tools and/or companies.

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EFN used the GAMLOG computer program to interpret gamma-ray logs. The GAMLOG program was developed by the AEC. The essence of the method is a trial and error iterative process by which U 3 O 8 grades are determined for a series of 1/2-foot or 1-foot layers which can be considered to comprise the zone under analysis. The objective of the iterative process is to find a grade for each separate layer such that an imaginary set of separate gamma-ray anomalies (one from each separate layer) could be composited to form an overall anomaly which would closely match the real anomaly under analysis.

Security of Samples

There are no specific provisions for security of data or samples other than those employed for confidentiality. The previous property owners are deemed to have met or exceeded industry standards for the exploration process.

Data Verification

Data verification in uranium exploration in the western United States takes the form of a combination of logging tool calibration, chemical assays on core, and various checks by other logging units and outside laboratories. Most of this verification process is internal and company specific. Independent verification has not been part of the industry standard process. EFN operations in the Arizona Strip are judged by RPA to have met or exceeded industry standards.

Mineral Resource and Mineral Reserve Estimates

Initial Mineral Resource estimates were prepared for the Arizona 1, Canyon, Pinenut and EZ Complex deposits using historical drill hole data provided by Energy Fuels. RPA interpreted a set of cross sections and plan views to construct 3-D grade-shell wireframe models at 0.2% eU 3 O 8 . Variogram parameters were interpreted and eU 3 O 8 grades were estimated in the block model using kriging. The grade-shell wireframes were used to constrain the grade interpolation. All blocks within the 0.2% eU 3 O 8 grade-shell wireframes, regardless of grade, were included in the Mineral Resource estimate. There are no Mineral Reserves estimated at any of the five deposits at this time. In June 2012, RPA estimated the Inferred Mineral Resources as shown below.

Arizona Strip Inferred Mineral Resource Estimates (1)

 

Tons

Grade eU 3 O 8 (2)(3)

Contained eU 3 O 8

 

(,000)

(%)

(,000 pounds)

Arizona 1

54.0

0.64

685

Canyon

82.5

0.98

1,629

Pinenut

95.0

0.55

1,037

EZ 1

110.5

0.51

1,127

EZ 2

113.7

0.43

978

Notes:

(1)

The Mineral Resource estimates comply with the requirements of NI 43 -101 and the classifications comply with CIM definition standards.

(2)

Interval grades were converted from the gamma log data and are therefore equivalent U 3 O 8 (eU 3 O 8 ).

(3)

High eU 3 O 8 grades were cut to 6% at Arizona 1, 10% at Canyon, and 8% at Pinenut, EZ 1 and EZ 2.

Cut-off Grade

In its feasibility studies of the various Arizona Strip breccia pipes compiled during the 1980s and 1990s, EFN typically used a cut-off grade of 0.15% U 3 O 8 . A reasonable cut-off grade for long term sustainable

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market conditions would be approximately 0.20% U 3 O 8 . This cut-off grade was applied by RPA to all the breccia pipe deposits.

Mineral Resource and Reserve Update

Since the Mineral Resource estimates were prepared by RPA, the Mineral Resources have been updated for the Pinenut and Canyon operations by the Company. Furthermore, at Arizona 1, mining operations have been underway since late 2009. As a result of the updates and the mining operations, the following illustrates the current Mineral Resource estimates for the Arizona Strip properties.

Arizona Strip Inferred Mineral Resource Estimate Update
(in thousands of pounds U 3 O 8 )

 

Initial

 

 

Resource

 

Resource

 

 

Estimate

 

Estimate (June

Uranium

Additions/

(September 30,

Resources

29, 2012)

Mined

(Deletions) (1)

2012)

Arizona 1 (2)

591

72

0

594

Canyon

1,629

0

0

1,629

Pinenut

1,037

0

0

1,037

EZ 1

1,127

0

0

1,127

EZ 2

978

0

0

978

Notes:

(1)

Additions or deletions to Mineral Resource estimates include reassessment of geological data.

(2)

The resources shown in the column “Initial Resource Estimate (June 29, 2012)” represents the resources shown for the Arizona 1 Mine in the Arizona 1, Canyon, and Pinenut Technical Report, less the number of lbs. mined between January 1, 2012 (the effective date of the report) and June 29, 2012.. The resource identified in the “Uranium Mined” column represents all of the ore that was mined and received at the White Mesa Mill between June 29, 2012 and September 30, 2012, which includes some incremental resources which have been encountered and mined, but were not a part of the technical report model. The number in the “Resource Estimate (September 30, 2012)” column represents the remaining resource at September 30, 2012 that was part of the technical report, not all of which may be minable under current market conditions.

Mining Operations

The Arizona 1 Mine was substantially developed in the 1990’s with the production shaft completed to 1,250 feet of the proposed final 1,650 foot depth. Drill stations were cut near the current shaft bottom, and about 40,000 feet of drilling were completed from those stations. The previous owner decided to ramp down from the bottom of the existing shaft rather than deepen the shaft to access the lower parts of the ore body. A headframe, hoist and compressor are in place and in operation.

Work began on the rehabilitation of the shaft in mid-2007. The previous owner engaged J.S. Redpath Corporation ( “Redpath” ) to work on rehabilitation of the surface facilities, the hoist and headframe and the underground workings. The rehabilitation of the shaft, underground development, sinking of an internal raise and the sinking of a ventilation shaft were completed in September 2008. Due to ongoing delays in receipt of an air quality permit, Redpath was demobilized from the site at that time. In September 2009, the air quality permit for the Arizona 1 Mine was received. Mining at Arizona 1 was commenced by Denison in 2009. See “Mineral Projects – Arizona Strip – Permitting” below.

The Arizona 1 deposit is currently being mined using a combination of long hole and shrinkage stoping methods at a mining rate of up to 300 tons per day, four days per week. In 2010, Arizona 1 produced approximately 21,500 tons at an average grade of 0.56% U 3 O 8 and in 2011 produced 39,900 tons at an average grade of 0.66%U 3 O 8 . From 2009 through September 30, 2012 the Arizona 1 Mine has produced 87,000 tons at an average grade of 0.592% U 3 O 8 , of which 7,000 tons at an average grade of 0.511% U 3 O 8 has been produced for the account of Energy Fuels since acquisition of the US Mining Division on June 29, 2012. The mine is projected to operate through mid-2013, at which time the ore body is expected to be depleted.

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In November 2009, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club and the Kaibab Band of Paiute Indians filed a Complaint for Declaratory and Injunctive Relief against the Secretary of the Interior and the BLM. See “Legal and Regulatory Proceedings” below. As of the date of this AIF, this legal action has not impacted the operations at Arizona 1.

The Pinenut Mine is a fully-developed and fully-permitting underground uranium mine. The Pinenut Mine was partially developed in the late 1980’s, and a limited amount of selective mining was conducted. A shaft was sunk to a depth of 1,350 feet and a high grade pod was mined in late summer 1988, yielding 25,500 tons grading 1.03% U 3 O 8 containing 526,000 pounds. Following extraction of the high grade pod, the mine was placed on standby in 1989. In November 2010, a production decision was made on the Pinenut Mine. Expansion of the storm water storage pond and rehabilitation of the surface facilities were completed in 2011 and the rehabilitation of the mine workings is ongoing. First ore production is expected in January 2013. Uranium production is expected to total approximately 1,037,000 pounds U 3 O 8 , of which 164,000 pounds is expected to be produced in FY 2013 with the balance to be produced in FY 2014 and FY 2015.

The Canyon Mine is a fully-permitted and partially-developed uranium mine. Surface facilities were constructed commenced in 1986, and the shaft was collared and sunk to approximately 50 feet, prior to the mine being placed on standby in 1992. Energy Fuels is currently proceeding with development of the Canyon Mine. Activities include refurbishment of the evaporation pond and recertification of site mechanical and electrical installations. Shaft sinking should begin by January 2013, with a total of 720 feet of shaft anticipated during FY 2013. Initial production is expected to commence in FY 2015.

There is no infrastructure or mining operations in place at the EZ Complex.

The Kanab North mine remains on care and maintenance and a closure plan is being prepared for reclamation of the mine site.

Permitting

Prior to 2009, the Arizona 1 Mine had received all permits, with the exception of an air quality permit which is required under new State of Arizona requirements. The air quality permit was issued by the Arizona Department of Environmental Quality ( “ADEQ” ), Department of Air Quality after a period of public comment in September 2009.

In 1992, the State of Arizona updated its laws relating to groundwater issues, requiring that an Aquifer Protection Permit be obtained for each mine. The Arizona 1 Mine has an Individual Aquifer Protection Permit. Denison prepared documents applying for groundwater General permits for the on-site ponds, ore storage and development waste storage pads and stormwater collection for the Pinenut and Canyon Mines. In September 2009, the groundwater General permits were received for the stormwater storage ponds for the Pinenut and Canyon Mines. Air Quality Permits for the Pinenut, Canyon and EZ1/EZ2 projects were issued by ADEQ in March, 2011. EPA NESHAP approval of the Pinenut Mine has been obtained.

The BLM has accepted the PO for the EZ1/EZ2 deposits as complete and review is underway. Scoping for an Environmental Impact Statement (“EIS”) is pending finalization of a Mineral Examination by the BLM.

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In July 2009, the BLM issued a Notice of Proposed Withdrawal ( “2009 Notice” ). See “Government Regulation – Land Tenure – United States” below. In January 2012, the Secretary of the Interior implemented the withdrawal proposed in the 2009 Notice, subject to valid existing rights. To confirm the rights to proceed with development and mining on its existing valid rights, the USFS completed a Mineral Examination for the Canyon Mine, which confirmed that the mineral claims underlying the Canyon Mine are valid existing rights. Mineral examinations need to be completed by the BLM for the EZ Complex and DB-1 project, prior to further permitting on those projects.

The Daneros Mine

On July 19, 2012, Energy Fuels filed, on the SEDAR website at www.sedar.com the technical report entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A.”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101 (the “Daneros Technical Report” ). Unless otherwise stated, the following description of the Daneros Mine is derived from the Daneros Technical Report. The author of the Daneros Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

Project Location and Description

The Daneros Mine is located in the White Canyon District, which is an historic uranium district located in southeastern Utah within the Colorado Plateau District. The White Canyon District generally encompasses the local geographic areas of Red, White and Fry Canyons, and Elk Ridge along State Highway 95 between Blanding and Hite, Utah. Energy Fuels holds a 100% interest in various groups of mining claims and SITLA Leases comprising its White Canyon District holdings, including the Daneros Mine and adjoining historical mine sites, such as the Spook, Bullseye, Lark and Royal properties, which can be developed in conjunction with the Daneros project. The White Canyon District holdings also include the Company’s exploration properties named Geitus, Hideout, Blue Jay, and Marcy Look.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Daneros Mine is located 4.8 miles from Fry Canyon, Utah and is accessed via Radium King Road for approximately 14 miles, which is maintained by San Juan County. The Daneros Mine was developed and placed into active production by Utah Energy Corporation ( “UEC” ), the U.S. operating entity for WCUL at the time (both UEC and WCUL are now wholly-owned subsidiaries of the Company). The ore shipping distance from Daneros to the Company’s White Mesa Mill is 65 miles along county roads and state highways. The semi-arid climate of the White Canyon area is characterized by large daily and yearly temperature ranges and total annual precipitation of approximately 10 to 16 inches, mostly as sporadic, intense summer thunderstorms typical of the Colorado Plateau region. Winter snowfall is moderate and rarely stays on the ground very long. Weather conditions pose no impediment to year round work on the property.

History

Between 1975 and 1985, Utah Power & Light conducted several phases of drilling leading to definition of the Lark, Royal, and Bullseye deposits near the modern day Daneros Mine. Following the Utah Power & Light era, the properties were idle and little or no exploration activity took place in the White Canyon District. With the resurgence in the uranium market in the 2005 – 2007 period, predecessors of White Canyon Uranium Limited ( “WCUL” ) began acquiring properties, with known historic mineral deposits, in the White Canyon District. After consolidating a portfolio of properties and prospects, WCUL initiated confirmation and definition drilling at the Daneros Mine in June 2007. Based on the success of this initial drilling, 38 more holes were drilled in 2008, providing the basis for mineral resource estimates relied upon by WCUL to commence mine development work at Daneros.

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In January 2010, the previous operator entered into a toll milling agreement with UEC, which was then a wholly-owned subsidiary of WCUL. See “Energy Fuels’ Business – Operations – Ore Purchase and Toll Milling” above.

In 2011, Denison acquired all of the issued and outstanding shares of WCUL. In June 2012, Energy Fuels acquired all of the issued and outstanding shares of WCUL as part of its acquisition of the US Mining Division, including the Daneros Mine and WCUL’s subsidiary UEC (which is now called EFR White Canyon Corp.)

The assets of UEC are comprised of all of its mining claims and mineral leases in Utah, which includes 547 claims and five Utah state leases, totaling about 5,670 hectares (14,000 acres), all in southeastern Utah. The land holdings of the Company in the White Canyon District include 341 unpatented mining claims and two SITLA Leases, in total about 3,000 hectares (7,400 acres). Mining claims are maintained by making annual payments of $140 per claim, and the SITLA Leases generally cost $1 per acre annually.

A number of the properties bear production royalties. Claims hosting a portion of the Daneros Mine are subject to royalties ranging between 15% of “market value” of the ore and 2.5% of gross proceeds. The exploration properties also have royalties in some cases, including SITLA Leases which provide for royalties of 8% on uranium and 4% on vanadium.

Geological Setting

Major uranium deposits of the east-central Colorado Plateau District occur principally in two fluvial sandstone sequences. The older is located at or near the base of the Upper Triassic Chinle Formation and the other occurs in the Late Jurassic Salt Wash Member of the Morrison Formation. Nearly all of the ore deposits in the White Canyon District occur in fluvial channel deposits of the Shinarump Member of the Chinle Formation.

The Shinarump Member consists of predominantly trough-crossbedded, coarse-grained sandstone and minor gray, carbonaceous mudstone and is interpreted as a valley-fill sequence overlain by deposits of a braided stream system. Uranium mineralization appears to be related to low-energy depositional environments in that uranium is localized in fluvial sandstones that lie beneath organic-rich lacustrine-marsh mudstones and carbonaceous delta-front sediments. The reducing environment preserved in these facies played an important role in the localization of uranium.

Exploration

The White Canyon District includes unpatented mining claims and SITLA Leases covering historical mineral deposits in the Elk Ridge and Deer Flats areas. Exploration Notices for surface drilling were obtained by UEC for the Geitus, Blue Jay, and Marcy Look areas. Energy Fuels is evaluating historic information on these areas to assess plans for exploration drilling.

Exploration Notices have also been approved for brown fields drilling around the Daneros mine. These Notices cover the Daneros and the Lark and Royal claim areas. Energy Fuels is reviewing plans for additional surface drilling in the Daneros mine area.

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Mineralization

Uranium deposits consist of closely-spaced, lenticular ore pods which are generally concordant with bedding in paleochannel sediments. Single ore pods range from a few feet to a few hundred feet in length and from less than one to more than 10 feet in thickness. Deposits range in size from a few tons to more than 600,000 tons. The Shinarump deposits generally have low vanadium content, and are therefore not processed for vanadium recovery. Historical production from the White Canyon District exceeds 11 million pounds U 3 O 8 .

The ore production from Daneros for 2010, 2011 and 2012 is shown below:

 

June 30 to October 17,

Jan 1 to June 29,

 

 

Source

2012 (1)

2012 (1)

2011 (1)

2010 (1)

Production:

 

 

 

 

         •Tons

13,608

25,930

34,368

46,150

         •% U 3 O 8

0.275%

0.272%

0.28%

0.31%

Notes:

(1)

Production since June 30, 2012 has been for the account of Energy Fuels. All other production has been for the account of the previous owners, Denison and WCUL.

Energy Fuels placed the Daneros mine on standby on October 17, 2012, pending improvements in commodity prices.

Resource Estimate

Energy Fuels published an Inferred Mineral Resource for the Daneros property on July 19, 2012, soon after the property was acquired from Denison, reporting 156,000 tons of ore at an average grade of 0.263% eU 3 O 8 for a total of 824,100 lbs. of U 3 O 8 . The current resource estimate, after taking into account production from 2010 through October 17, 2012, is 155,724 tons at an average grade of 0.212% eU 3 O 8 for a total of 661,000 lbs. of U 3 O 8 .

Mining Operations

UEC gathered the necessary environmental data and obtained the approvals to open an underground uranium mine at Daneros. A Plan of Operations ( “PO” ) was submitted to the BLM and approved in May 2009, following which UEC commenced active mine development, including driving a decline into the main Daneros deposit. The first loads of ore from the Daneros Mine were delivered to the White Mesa Mill in December 2009, and a toll milling campaign was conducted in the second half of 2010. The Daneros Mine is now operated by Energy Fuels, and ore from the mine is delivered to the White Mesa Mill and processed for Energy Fuels’ account.

The initial mine plan at Daneros involved driving twin declines (with the second decline for emergency escape and ventilation) into the center of the Daneros deposit and developing away from the entry point. Random room and pillar mining is employed, as is typical for the deposits in the local region. Mining utilizes rubber tired loaders and small trucks to transport ore to the surface, where it is loaded into over-the-road trucks, covered by a secure tarpaulin and transported to the White Mesa Mill.

Permitting

The primary permits required for mining operations at Daneros include a Mine Permit issued by UDOGM and a PO approved by the BLM. The BLM PO required document preparation and public notice of an EA. The permits obtained by UEC were for the initial stage of operations and contemplated eventual expansion of the mining operations, with the inclusion of additional surface area for support facilities. The Daneros Mine does not discharge any water, so no discharge permit is required.

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Following approval of the PO by the BLM, an appeal of the BLM approval was filed by Uranium Watch and associated non-government organizations. The appeal was ultimately denied by the Utah BLM State office, and appealed by Uranium Watch (and others) to the Department of Interior Board of Land Appeals, which denied the appeal on September 26, 2012.

In 2011, work commenced to modify the PO and mine permit to expand the footprint of mine operations to support continued production from Daneros and adjoining properties. Expansion of surface facilities at Daneros will require an Air Permit from UDEQ, Division of Air Quality. Daneros also became subject to requirements for monitoring and reporting of radon emissions from the mine and its vents; this program (NESHAPS) is administered by the EPA. The Daneros Mine is in compliance with all data collection and reporting requirements under storm water and spill prevention programs.

The Sheep Mountain Project

On April 13, 2012, Energy Fuels filed, on the SEDAR website at www.sedar.com the a technical report entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA, Updated Preliminary Feasibility Study, National Instrument 43-101 Technical Report”, prepared by Douglas L. Beahm, P.E., P.G., Principal Engineer of BRS Engineering in accordance with NI 43-101 (the “Sheep Mountain Technical Report” , also referred to herein as the “2012 PFS” ). Unless otherwise stated, the following description of the Sheep Mountain Project is derived from the Sheep Mountain Technical Report. The author of the Sheep Mountain Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

Overview

The Sheep Mountain Project was acquired on February 29, 2012, as a result of the merger transaction between Energy Fuels and Titan. Titan acquired the Sheep Mountain Project in two transactions in 2009. A 50% working interest was acquired when Titan completed a business combination with Uranium Power Corp. ( “UPC” ) on July 31, 2009. At that time, UPC and UPC’s US subsidiary (then called UPC Uranium (USA) Inc. and now called Energy Fuels Wyoming Inc.) became wholly-owned subsidiaries of Titan. The remaining 50% was owned by Uranium One Inc. which was UPC’s joint venture partner for the property. On October 1, 2009, Titan acquired Uranium One Inc.’s 50% interest in the property, giving Titan a 100% interest. On February 29, 2012, Energy Fuels acquired Titan (and its subsidiaries) at which point the Sheep Mountain Project became 100% owned by the Company. See “General Development of the Business – Significant Acquisitions – Acquisition of Titan Uranium Inc.“ above.

Project Description and Location

The Sheep Mountain Project is located eight miles south of Jeffrey City, Wyoming within the Wyoming Basin physiographic province at the northern edge of the Great Divide Basin in central Wyoming. The project is located in portions of Sections 8, 9, 15, 16, 17, 20, 21, 22, 27, 28, 29, 30, 31, 32, and 33, Township 28 North, Range 92 West. The mineral properties are comprised of 179 unpatented mining claims on land administered by the BLM, approximately 640 acres of State of Wyoming leases and approximately 630 acres of private lease lands. In February 2012, Energy Fuels purchased 320 acres of private surface overlaying some of the Federal minerals covered by 18 of the claims. The combination of land holdings comprises approximately 4,475 acres and gives Energy Fuels mineral rights to resources as defined in the Congo Pit and the Sheep Underground mine areas.

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Accessibility, Climate, Local Resources, Infrastructure, and Physiology

The Sheep Mountain Project is located at approximate Latitude 42°24’ North and Longitude 107° 49’ West, within the Wyoming Basin physiographic province in the Great Divide Basin at the northern edge of the Great Divide Basin. The project is approximately eight miles south of Jeffrey City, Wyoming. The nearest commercial airport is located in Riverton, Wyoming approximately 56 miles from Jeffrey City on a paved two-lane state highway. The project is accessible via 2-wheel drive on existing county and two-track roads.

The Sheep Mountain Project falls within the intermountain semi-desert weather province, with average maximum temperatures ranging from 31.1°F (January and December) to 84.9°F (July), average minimum temperatures ranging from 9.1°F (January) to 49.2°F (July), and average total precipitation ranging from 0.36 -inches (January) to 2.04 -inches (May). The Company has established an on-site remote weather station and has recorded temperature, precipitation (rain and snow), barometric pressure, and wind speed since 2010. The topography consists of rounded hills with moderate to steep slopes. Elevations range from 6,600 feet to 8,000 feet above sea level. The ground is sparsely vegetated with sage and grasses and occasional small to medium sized pine trees at higher elevations.

Telephone, electric and natural gas service adequate for the planned mine and mineral processing operations have been established at the Sheep Mountain Project. Electric service and a waterline have been extended via right-of-way issued by the BLM in 2011 to both the Sheep 1 and 2 shafts. Adequate water rights are held by the Company for planned mining and mineral processing operations but need to be updated with the Wyoming State Engineer with respect to type of industrial use, points of diversion, and points of use.

History

Uranium was first discovered in the Crooks Gap district, which includes the Sheep Mountain Project, in 1953 (Bendix, 1982). While the original discoveries were aided by aerial and ground radiometric surveys, exploration activities were primarily related to drilling and exploratory trenching. Three companies dominated the district by the mid-1950’s: Western Nuclear Inc. ( “Western Nuclear” ), Phelps Dodge Corporation ( “Phelps Dodge” ), and Continental Uranium Corporation ( “Continental” ). Western Nuclear built the Split Rock mill at Jeffrey City in 1957 and initiated production from the Paydirt pit in 1961, Golden Goose 1 in 1966, and Golden Goose 2 in 1970. Phelps Dodge was the principal shareholder and operator of the Green Mountain Uranium Corporation’s Ravine Mine which began production in 1956. Continental developed the Seismic Pit in 1956, the Seismic Mine in 1957, and Reserve Mine in 1961 and the Congo Decline in 1968. In 1967, Continental acquired the Phelps Dodge properties and in 1972, Western Nuclear acquired all of Continental’s Crooks Gap holdings. During the mid-1970’s Phelps Dodge acquired an interest in Western Nuclear which began work on the Sheep Mountain I in 1974, the McIntosh Pit in 1975, and Sheep Mountain II in 1976. Western Nuclear ceased production from the area in 1982. Western Nuclear production from the Sheep Mountain I is reported to be 312,701 tons at 0.107% U 3 O 8 . Subsequent to the closure of the Sheep Mountain I by Western Nuclear, during April to September 1987, Pathfinder Mines Corporation ( “Pathfinder” ) mined a reported 12,959 tons, containing 39,898 lbs. of uranium at an average grade of 0.154% U 3 O 8 from Sheep Mountain I. U.S. Energy-Crested Corp. ( “USECC” ) acquired the properties from Western Nuclear in 1988 and during May to October 1988, USECC mined 23,000 tons from Sheep Mountain I, recovering 100,000 lbs. of uranium for a mill head grade of 0.216% U 3 O 8 . The material was treated at Pathfinder’s Shirley Basin mill, 130 miles east of the mine. The Sheep Mountain I mine was allowed to flood in April 2007. In December 2004, UPC (then known as Bell Coast Capital) acquired a 50% interest in the property from USECC in late 2007. USECC later sold all of its uranium assets to Uranium One Inc. Titan acquired UPC’s 50% interest in the property when it acquired UPC by a plan of arrangement in July 2009. Titan acquired Uranium One Inc.’s interest in the Sheep Mountain Project in September 2009.

51


Geological Setting

A primary component of the geology for the Sheep Mountain Project is the Battle Spring Formation. Battle Spring is Eocene in age. Prior to deposition of the Battle Spring Formation and subsequent younger Tertiary formations, underlying Paleocene, Cretaceous, and older formations were deformed during the Laramide Orogeny. During the Laramide Orogeny, faults, including the Emigrant Thrust Fault at the northern end of the project area, were active and displaced sediments by over 20,000 feet. Coincident with this mountain building event, Paleocene and older formations were folded in a series of echelon anticlines and synclines, generally trending from southeast to northwest. The Battle Spring Formation was deposited unconformably on an erosional landscape influenced by these pre-depositional features. Initial stream channels transporting clastic sediments from the Granite Mountains formed in the synclinal valleys. The geologic setting of the Sheep Mountain Project is important in that it controlled uranium mineralization by focusing movement of the groundwaters which emplaced the uranium into the stream channels which had developed on the pre-tertiary landscape. The Battle Spring Formation and associated mineralization at Sheep Mountain is bounded to the east by the western flank of the Sheep Mountain Syncline and to the west by the Spring Creek Anticline. To the north the system is cut off by erosion. To the south the Battle Spring continues into the northern portions of the Great Divide Basin. Mineralization occurs throughout the lower A Member of the Battle Spring Formation and is locally up to 1,500 feet thick. The upper B Member is present only in portions of the project and may be up to 500 feet thick. Although arkosic sandstone is the preferred host, uranium has been extracted from all lithologies. Grade and thickness are extremely variable depending on whether the samples are taken from the nose or the tails of a roll front. Typically the deposits range from 50 feet to 200 feet along a strike, five feet to eight feet in height, and 20 feet to 100 feet in width. Deposits in the Sheep Mountain area occur in stacked horizons from 7,127 feet in elevation down to 6,050 feet in elevation.

Exploration

During the National Uranium Resource Evaluation (NURE) program conducted by the DOE in the late 1970’s and early 1980’s, the project area and vicinity were evaluated. This evaluation included aerial gamma, magnetic, and gravimetric surveys, soil and surface water geochemical surveys and sampling, and geologic studies and classification of environments favorable for uranium mineralizations. Additional information on exploration is included in the Drilling subsection below.

Mineralization

Most of the mineralization in the Crooks Gap district occurs in roll-front deposits. Roll fronts have an erratic linear distribution but are usually concordant with the bedding. Deposits have been discovered from the surface down to a depth of 1,500 feet. The two major uranium minerals are uranophane and autunite. Exploration drilling indicated that the deeper roll-type deposits are concentrated in synclinal troughs in the lower Battle Spring Formation. Three possible sources for uranium have been suggested: post-Eocene tuffaceous sediments, leached Battle Spring arkoses, and Precambrian granites. Structural controls of uranium occurrences along roll fronts include carbonaceous siltstone beds that provide a local reducing environment for precipitation of uranium-bearing minerals, and abrupt changes in permeability along faults, where impermeable gouge is in contact with permeable sandstones.

52


Drilling

Approximately 4,000 holes were drilled in the project area historically (prior to 1988), most of which were open-hole rotary drilling, reliant upon down-hole geophysical logging to determine % eU 3 O 8 . However, some core drilling for chemical analysis was also completed. The drill maps show hole locations at the surface and downhole drift, the thickness and radiometric grade of uranium measured in weight percent U 3 O 8 , elevation to the bottom of the mineralized intercept, collar elevation, and elevation of the bottom of the hole.

In 2005, UPC completed a drilling program consisting of 19 holes totaling 12,072 feet. Two of the 19 holes were located in Section 28 with the purpose of confirming the mineralization within the Sheep Underground mine area. The remaining 17 holes were completed in the planned Congo Pit to test both shallow mineralization and to explore a deeper mineralized horizon. This 2005 drilling has confirmed the presence of mineralization in the shallow horizons of the Congo Pit area and has identified and extended roll front mineralization in the 58 sand along strike.

Following the acquisition of UPC by Titan, five holes were drilled in the Congo Pit area in 2009 for a total of 1,700 feet. These were completed by rotary air drilling to depths exceeding 300 feet using a top drive rotary drilling rig. The drill cuttings were collected continuously during the drilling process, in two foot increments. Over 500 pounds of mineralized material was collected for metallurgical testing. In situ mineral grades for 2009 drilling were determined by geophysical logging including both conventional gamma logging and state of the art Uranium Spectrum Analysis Tool.

The Congo mineralized thickness ranges from one foot to over 19 feet. Grade varies from the minimum grade cutoff of 0.1% eU 3 O 8 to a maximum reported grade of 1.87% eU 3 O 8 .

The Sheep Underground data set is composed of a total of 485 drill holes based on data from 483 historic drill holes and two confirmatory drill holes completed in 2005. Of the 485 drill holes, only 33 were barren and 452 contained mineralization of at least 0.5 -feet of 0.05% eU 3 O 8 . Sheep Underground mineralized thickness ranges from 0.5 feet to over 26.5 feet. Grade varies from the minimum grade cutoff of 0.05% eU 3 O 8 to a maximum reported grade of 2.19% eU 3 O 8 .

Sampling and Analysis

The majority of the sample data available for the evaluation of resources for the Sheep Mountain Project is the historical geophysical log data. The Company has a complete hard copy data set which was passed through the chain of property title from Western Nuclear to USECC through the joint venture between UPC and Uranium One Inc. to Titan to the Company. Confirmatory drilling in accordance with NI 43-101 began in 2005. This data confirmed historic drilling results and is current. With respect to the 2009 drilling program, drilling was observes and/or completed by Titan and BRS Inc. (the author of the Sheep Mountain Technical Report). Drill samples were collected, not for verification of radiometric assay, but for overburden testing per WDEQ regulations and for metallurgical testing.

Mineral Resource and Mineral Reserve Estimates

Below is a summary of the total Indicated Mineral Resource estimated for the Sheep Mountain Project:

Sheep Underground GT Cutoff >0.30
  Pounds eU 3 O 8 13,245,000
  Tons 5,640,000
Avg. Grade % eU 3 O 8 0.117

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Congo Pit Area GT Cutoff >0.10
  Pounds eU 3 O 8 15,040,000
  Tons 6,176,000
  Avg. Grade % eU 3 O 8 0.122
Sun-Mc GT Cutoff >0.10
  Pounds eU 3 O 8 2,000,000
  Tons 1,080,000
  Avg. Grade % eU 3 O 8 0.093
Total Indicated Mineral Resource GT Cutoff As Above
  Pounds eU 3 O 8 30,285,000
  Tons 12,895,000
  Avg. Grade % eU 3 O 8 0.117

Below is a summary of the total Probable Mineral Reserve estimate for the Sheep Mountain Project:

  GT     Average Grade
  minimum Lbs. eU 3 O 8 Tons       % eU 3 O 8
Open Pit 0.10 9,117,000 3,955,000 0.115
         
Underground 0.45 9,248,000 3,498,000 0.132
         
Total   18,365,00 7,453,000 0.123

Mining Operations

The Sheep Mountain Project was operated as an underground and open pit mine at various times in the 1970’s and 1980’s. 5,063,813 tons of ore was mined and milled, yielding 17,385,116 pounds of uranium at an average grade of 0.17% U 3 O 8 . Mining was suspended in 1988 and the mine has been on care and maintenance since that time.

Feasibility and Resource Studies

On March 1, 2012, Energy Fuels announced the results of the 2012 PFS for the Sheep Mountain Project which updated a previous prefeasibility study on the property prepared in 2010. The new report increased the Probable Mineral Reserve to 18.4million lbs. U 3 O 8 (7.5 million tons at an average grade of 0.123% eU 3 O 8 ). Total Indicated Resource is 12.9 million tons containing 30.3million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 , which includes the Probable Mineral Reserve of 18.4 million lbs. U 3 O 8 (7.5 million tons at an average grade of 0.123%eU 3 O 8 ). Under the 2012 PFS, the base plan design provides for concurrent development of both the underground and open pit deposits. The base plan generates an expected pre-tax Internal Rate of Return ( “IRR” ) of 42%, with an expected Net Present Value ( “NPV” ) of $201 million at a 7% discount rate, and an expected NPV of $146 million at a 10% discount rate. Initial Capital Expenditures ( “CAPEX” ) are expected to be $109 million.

The Company is considering a modified plan which would be expected to require a much reduced initial CAPEX of $61 million. The modified plan initially develops the open pit only, and delays producing the underground deposit until the 5th year of operations. The modified plan would be expected to generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate.

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Highlights of the 2012 PFS base plan include:

Pre-tax NPV and IRR sensitivities are as follows:

Base Plan - Open Pit and Underground

Selling Price (US$/pound)

$60.00

$65.00

$70.00

 

 

 

 

Pre-tax NPV @ 5% discount rate

$202 MM

$249 MM

$296 MM

Pre-tax NPV @ 7% discount rate

$161 MM

$201 MM

$240 MM

Pre-tax NPV @ 10% discount rate

$115 MM

$146 MM

$176 MM

Pre-Tax IRR

36%

42%

48%

In summary, the primary changes in the 2012 PFS that improve economics as compared to the previous 2012 prefeasibility study:

The 2012 PFS was prepared by a group of consultants led by BRS Inc., an independent engineering consulting firm based in Riverton, Wyoming, in collaboration with Western States Mining Consultants and Lyntek Inc. This group also prepared the 2010 prefeasibility study. The 2012 PFS was filed on SEDAR on April 13, 2012.

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Permitting

In June 2010, Titan commenced baseline environmental studies to support an application to the NRC for a Source Material and By-product Material License. Work was also initiated on a revision to the existing WDEQ Mine Permit as well as a Plan of Operations ( “PO” ) for the BLM. Baseline studies include wildlife and vegetation surveys, air quality and meteorological monitoring, ground and surface water monitoring, radiological monitoring, and cultural resource surveys.

Submission of the PO to the BLM was made in June 2011. The PO has been accepted as complete by the BLM, and an EIS was submitted in August 2011. Energy Fuels revised the PO in July 2012, consistent with the modified plan presented in the 2012 PFS. Work on the EIS is ongoing.

In October 2011, Titan submitted a draft revision to its existing Mine Permit 381C to WDEQ. WDEQ then provided Titan with review comments as part of its “courtesy review”. The permit revision, which is expected to be resubmitted in FY 2013, will include expansion of surface and underground mining operations, as well as the addition of the uranium recovery facility.

Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is underway. This license will allow Energy Fuels to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The draft application to NRC for a Source Material license was reviewed in detail by the NRC in October 2011. The NRC audit report identified areas where additional information is to be provided. Energy Fuels anticipates the final application will be submitted in FY 2014. The review and approval process for this license by the NRC is anticipated to take approximately 24 months.

The Whirlwind Mine

In November, 2008, the Whirlwind Mine was placed on standby by the Company after rehabilitation and development work was completed. During the fiscal year ended September 30, 2012, Energy Fuels continued to perform environmental and permit compliance activities, safety inspections, equipment and facilities maintenance. Energy Fuels maintains the Whirlwind Mine in a state of readiness in order to quickly restart production when market conditions warrant.

On March 15, 2011, Energy Fuels filed, on the SEDAR website at www.sedar.com the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101 (the “Whirlwind Technical Report” ). Unless otherwise stated, the following description of the Whirlwind Mine is derived from the Whirlwind Technical Report. The author of the Whirlwind Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

Property Description and Location

The Whirlwind Mine project is located in the Beaver Mesa district of the Uravan Mineral Belt, along the Colorado-Utah state line four miles southwest of Gateway, Colorado. The current land position consists of 176 unpatented claims, the Whirlwind, Crosswind, and Far West groups, covering approximately 4,380 acres, and a Utah SITLA Lease ML-49312 for a total of about 3,840 acres. The property is held under four mining leases with 10-year to 20-year terms, which can be extended. The area was claimed at earlier times by Umetco Minerals Corporation ( “Umetco” ), Atlas, Climax Uranium, and Pioneer Uravan Inc. ( “Pioneer Uravan” ), as well as smaller companies including Beaver Mesa Uranium, Inc. and Rajah Ventures, Ltd.

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Whirlwind Mine portal is centrally located for the combined properties, being in the north central part of the Whirlwind claim group. It is accessed by driving 0.8 mile on Colorado Highway 141 south of the Gateway, Colorado post office to Mesa County Road 4 4/10, the road that goes south into John Brown Canyon, then by following Road 4 4/10 for 7.4 miles to the intersection with Mesa County Road 5/10, and then proceeding north and west on Road 5/10 for 3.2 miles to the mine site. These county roads are mostly graded dirt with short graveled sections. They are not presently maintained by the county for their entire lengths during winter months. However, snowfall is usually manageable for year-round access by a private concern. Energy Fuels made improvements to Road 5/10 during 2007 and will be responsible for winter maintenance. A fabric/metal frame shop building was erected in 2007. Phone and power lines are within a few hundred feet of the portal area; however the power lines are not energized. Energy Fuels will use generators until the transmission line to the area is upgraded. Water needed for underground mining is anticipated to be encountered in the form of ground water during the development and extraction phases. Presently, groundwater inflow is approximately the amount needed for mining purposes. Additional water, if needed, can easily be hauled to the site.

Gateway, Colorado is a very small town currently undergoing a transition from agriculture to a tourist-based economy. Recently completed construction at the Gateway Canyons Resort includes a grocery store, recreational store and tour center, hotel/resort, restaurant, car museum, small convention center, and employee housing for part of the facility staff. Additional resort type facilities are being built, and many more are planned by Gateway Canyons Development.

The region is characterized by mesas cut by deep canyons. There are narrow benches on the mesa shoulders in some areas and near-vertical, 500-foot cliffs elsewhere. Elevations within the claim group range from 7,900 feet in the southwestern part to 6,800 feet near the canyon rim in the northeast part. The elevation at Gateway, Colorado, where Highway 141 crosses the Dolores River, is approximately 4,560 feet.

The area is semi-arid. All elevations support moderate growths of juniper and piñon in rocky soils along with sage and other brush, forbs, and grasses. Where soils are rich at the higher elevations and on northern slopes, there are stands of ponderosa pine and oak brush.

History

This district has seen production of radium, vanadium, and uranium ores since early in the 20th century. Numerous underground mines on the Whirlwind property, and surrounding areas within one mile of the claim group perimeter, have produced in excess of 7,000,000 lbs. U 3 O 8 and nearly 24,000,000 lbs. V 2 O 5 . Production is derived from fluvial sandstones, mostly in the upper part of the Salt Wash Member of the Morrison Formation of Jurassic age. The last production was in 1990, which ceased due to inadequate uranium prices.

In addition to the older mines on the property, the Whirlwind Mine was started in 1979 by Pioneer Uravan. It was known then as the Urantah Mine. Pioneer Uravan stopped the project in 1981, shortly after completion of the access decline, with only minor production. Drilling by Pioneer Uravan and others, plus Energy Fuels’ drilling in 2007 and 2008, point to remaining Indicated Resources at the Whirlwind Mine and adjoining leases of approximately 1,003,320 lbs. U 3 O 8 and 3,293,338 lbs. V 2 O 5 .

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This is contained in about 169,130 tons of undiluted material at a grade of 0.30% U 3 O 8 and 0.97% V 2 O 5 . There are significant, but unquantified resources remaining in the drift ribs and pillars of several old mines within the three claim groups. The potential to substantially increase the reported resource is quite reasonable. In addition to the Indicated Mineral Resource, the Whirlwind Technical Report discusses the areas which contain a total Inferred Mineral Resource of 2.00 million lbs. U 3 O 8 and 6.47 million lbs. V 2 O 5 .

Geological Setting

The Colorado Plateau covers nearly 130,000 square miles in the Four Corners region, where the state boundaries of Colorado, New Mexico, Arizona, and Utah meet. The Whirlwind and other properties currently held by Energy Fuels lie in the Canyon Lands Section in the central and east-central part of the Plateau in Utah and Colorado. The Whirlwind Mine is also located in the northern end of the Uravan Mineral Belt. The Colorado Plateau’s basement rocks are mostly Proterozoic metamorphic and igneous intrusions.

Exploration and Development

Work has proceeded on the permitting, design, and rehabilitation of the Whirlwind Mine, including acquisition and refurbishment of mining equipment and timbering, bolting, and arch-set replacement to ready the Whirlwind decline for production. A mining permit application was prepared and submitted on July 2, 2007, to the Colorado Division of Reclamation, Mining and Safety ( “CDRMS” ). A PO was submitted to the BLM July 5, 2007. A water discharge permit has been issued for the Whirlwind Mine and construction of a water treatment plant and settling tanks has been completed. On September 10, 2008, the Whirlwind permitting process was completed with the approval by the BLM of the PO for the Whirlwind Mine. Construction of all surface facilities (clearing, top soil stockpiling, drainage control structures, etc.) necessary for mine development and production to begin has been completed. The mine was put on standby, and pumping ceased in December 2009.

Mineralization

The uranium and vanadium bearing minerals occur as fine grained coatings on the detrital grains, they fill pore spaces between the sand grains, and they replace carbonaceous material and some detrital grains.

The primary uranium mineral is uraninite (pitchblende) (UO2) with minor amounts of coffinite (USiO 4 OH). Montroseite (VOOH) is the primary vanadium mineral, along with vanadium clays and hydro mica. Traces of metallic sulfides occur. In outcrops and shallow oxidized areas of the older mines, the weathered minerals now exposed are the calcium and potassium uranyl vanadates, tyuyamunite and carnotite. The remnant deposits in the ribs and pillars of the old mines show a variety of oxidized minerals common in the Uravan Mineral Belt. These brightly-colored minerals result from the moist-air oxidation of the primary minerals. Minerals from several oxidation stages are seen in the Packrat Mine (which is a part of the Whirlwind Mine area), including corvusite, rauvite, and pascoite. Exposures in the Whirlwind rarely show the colorful oxides because it was standing full of water until recently.

Some stopes in old mines are over 1,000 feet long and several hundred feet wide. More often they are 400 feet to 600 feet long and 100 feet to 200 feet wide. The Indicated Resources of the Whirlwind Mine are of similar size. Individual mineralized beds vary in thickness from several inches up to four feet to five feet. Locally, two or more mineralized horizons separated by thin waste layers will make a thick mineable zone of 15 feet to 18 feet.

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Drilling

Much of the drilling on the Whirlwind property was performed by previous operators. Although not actually counted, it is believed that over 1,000 holes have been drilled on the Whirlwind property, and the Crosswind property has a similar number.

Energy Fuels conducted a drilling project in the summer of 2007 to verify some of the older drilling, explore for additional resources, and to obtain stratigraphic information for mine planning, particularly for a proposed drift to connect the Whirlwind Mine to the Packrat mine (one of the historic mines in the Whirlwind group). This project consisted of 14 holes in Colorado on the Whirlwind 2, 3, 4, and 13 claims and 14 holes in Utah on the Whirlwind 7, 7 Extension, 8, and 14 claims. The holes totaled 18,580 feet of drilling. Twenty-five of the holes penetrated the Burro Canyon, Brushy Basin, and Top and Middle rims of the Salt Wash. The other three holes, numbers WW-07-12, WW-07-13, and WW-07-14 stopped after penetrating the Top Rim sandstones of the Salt Wash, which is the host horizon of the bulk of the known resources. Cuttings were logged with particular attention to sandstone color, carbon content, and interbedded mudstone characteristics. The holes were probed using a natural gamma tool along with resistivity and spontaneous potential logs when the holes contained water. An induction tool was used in holes that were dry. All holes were also logged with a deviation tool. It is believed that previous operators also used this method, or a close variant of it. The Colorado Plateau logging tools were calibrated at the DOE test pits in Grand Junction, Colorado in May of 2007. A follow-up calibration run at the Grand Junction pits in October 2007 showed no statistical difference between calibrations.

In October 2008, Energy Fuels conducted a drilling project on the Colorado and Utah portions of the Whirlwind property and a portion of the Far West lease located within the Whirlwind property permit boundary. Eleven holes, totaling 3,060 feet, were completed in the Far West lease area and served to meet the work commitment of the Far West lease, explore for resources in the Lumsden Mine area (one of the historic mines in the Whirlwind group), and give stratigraphic information in the vicinity of a planned monitor well. There were three barren holes, four with mineralization from trace to 0.01%, and three with mineralization between 0.02 and 0.06% . The other hole found 2.5’ -0.12%, but this intercept was in a Brushy Basin sandstone, some 120 feet to 130 feet above the Top Rim.

There were ten holes, totaling 6,600 feet, drilled on the Colorado portion of the Whirlwind lease. Three holes were exploring east of the Whirlwind deposit, closer to the decline. These were barren with thin Top and Middle Rim sandstones. The other seven holes were offsets in the area of a good hole drilled in 2007, WW-07-10 (1.5’ -0.53%) . Of these, three encountered ore-grade intercepts, the best being 1.5’ -0.67% in the Top Rim. Two found low-grade mineralization and the other two had a trace. Three of these holes also found the Middle Rim to be very favorable, including mineralization up to 0.03% .

Five holes were drilled on the SITLA Lease on Section 16. Two holes were completed by the end of October 2008, totaling 1,340 feet. A third hole was abandoned because the down-hole hammer broke. An offset to this and two other holes were drilled in early November (2,060 feet.) to conclude the 2008 drilling at the Whirlwind property. This third hole encountered 1.0’ -0.11% U 3 O 8 in the Top Rim along with 2.0’ -0.02% a couple feet above. Holes four and five were drilled just west of the “B” Area part of the Whirlwind property. Hole 4 had 1.5’ -0.13% U 3 O 8 and 1.5’ -0.04% U 3 O 8 in the Top Rim. The last hole drilled was barren.

Five more holes were drilled in Section 16 in 2011. One of these encountered a well mineralized interval (1.0’ - 0.46% U 3 O 8 ). Seven holes were also drilled in the southern part of the Far West group. This area was found to be unfavorable so the claim block was reduced by 40 claims. Ten more holes were drilled on Section 16 in 2012 further defining favorable ground, although no significant mineralization was found.

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Sampling, Analysis and Data Verification

Energy Fuels has not conducted widespread and definitive sampling on the Whirlwind and adjoining properties. Previous underground activity, which resulted in driving the decline and short development headings, did encounter strong mineralization in one area, but this has not been available for sampling until recently due to water in the mine. However, the estimation of resources in this report has relied upon documentation from earlier operators. Energy Fuels has employed a conventional combination of channel sampling, radiometric scanning, and long-hole drilling since the completion of the rehabilitation of the Whirlwind Decline early in 2008. Exploration drilling from the surface will continue to be mostly rotary with down hole electric and radiometric logging, with an occasional core hole likely.

Mineral Resource Estimates

The Whirlwind Technical Report covering all the leased claims comprising the Whirlwind Mine property estimated an Indicated Mineral Resource of 187,849 tons of mineralized material grading 0.29% U 3 O 8 and 0.86% V 2 O 5 containing 1.1 million lbs. of U 3 O 8 and 3.6 million lbs. of V 2 O 5 . The Whirlwind Technical Report also states that the Inferred Resources on the Whirlwind Mine property are 437,100 tons grading 0.23% U 3 O 8 and 0.72% V 2O5 containing 2.0 million lbs. of U 3 O 8 and 6.47 million lbs. of V 2 O 5 .

Mining Operations

The Company conducted mine development and rehabilitation operations briefly in 2008. The mine was placed on standby in November 2008. Pumping ceased in December 2009 and the mine has refilled with water to near historic levels. It is expected to take about 90 days to pump the water from the mine.

Permitting

Work has been performed on the permitting, design, and rehabilitation of the Whirlwind Mine, including acquisition and refurbishment of mining equipment and timbering, bolting, and arch-set replacement to ready the Whirlwind decline for production. A mining permit application was prepared and submitted on July 2, 2007, to the CDRMS. A PO was submitted to the BLM on July 5, 2007. A water discharge permit has been issued for the Whirlwind Mine, and construction of a water treatment plant and settling tanks has been completed. Mine dewatering is complete and intermittent pumping currently keeps the mine workings dry.

On September 10, 2008, the Whirlwind permitting process was completed with the approval by the BLM of Energy Fuels’ PO for the Whirlwind Mine. Construction of the mine facilities has been completed with the installation of an equipment shop, shower room, office and water treatment plant. Additionally, all mine ventilation equipment and utilities are installed and all roof bolting and ground control work is complete underground.

The Energy Queen Mine

As with the Whirlwind Mine, on November 21, 2008, Energy Fuels suspended all development work at the Energy Queen, beyond permitting. The Company continued to perform all environmental and permit-related compliance activities, safety inspections, equipment and facilities maintenance, and security at the mine site.

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On March 15, 2011, Energy Fuels filed, on the SEDAR website at www.sedar.com the technical report entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Project, San Juan County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101 (the “Energy Queen Technical Report” ). Unless otherwise stated, the following description of the Energy Queen Mine is derived from the Energy Queen Technical Report. The author of the Energy Queen Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

Property Description and Location

The Energy Queen Mine project is located near the west end of the La Sal mineral belt, about three miles west of the town of La Sal, Utah, and a few miles west of Energy Fuels’ Beaver mine. It consists of private leases and Utah SITLA Leases on land in Sections 1, 2, 12 and 13, T29S, R23E, Sections 6 and 7, T29S, R24E, Section 36, T28S, R23E and Sections 31 and 32, T28S and R24E in San Juan County, Utah. The private leases consist of 702 acres held under a surface lease from Markle Ranch Holding, LLC and a mineral lease with Superior Uranium Inc. for a 20-year term, which can be extended. The area was leased from the 1970s through 1997 by Hecla Mining Corporation ( “Hecla” ) in a joint venture with Umetco and its successor, Denison (then named International Uranium Corporation). It was then known as the Hecla Shaft. The SITLA Leases comprise 1,124 acres that were purchased from Uranium One Inc. in December 2010. This was added to a previous 160-acre SITLA Lease acquired by the Company in 2009.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Energy Queen Mine shaft is located in the extreme northeast corner of the lease (NE1/4 NE1/4 sec. 6). It is accessed from Utah State Highway 46, either 5.5 miles east of U.S. Highway 191 at La Sal Junction or 3.3 miles west of the La Sal post office. The headframe of the shaft is visible for a considerable distance from any direction. The headframe is located only 500 feet south of Highway 46 and is accessed by a gravel road.

All State and U.S. highways in this area are paved roads with weight limits of 85,000 lbs. and are maintained year round. Permanent structures existing at the site include the headframe and a metal building containing an office, shop, showers, warehouse, and the hoist. The compressor is located in a separate building. A small water treatment building and settling ponds are located on the permit portion in section 5. During earlier operations, water was treated with barium chloride to remove radium. Water encountered during mining will be in excess of the amount needed for the mining activity. Presently, inflow (once the mine is dewatered) is expected to be approximately 65 gallons per minute, based on Umetco pumping records from 1990. Phone and power lines are present.

La Sal, Utah is a very small town, currently home to about 200 people. It has been a hub to area ranchers, uranium and copper miners, and oil drillers for many years, as well as a supply stop for recreationists. A small grocery store and post office are located on the highway. The bulk of the residential sites are within the first mile south of the highway and two miles west of the store. The State of Utah and San Juan County both have road maintenance shops here. There are two churches, a fire station, and several small businesses in the community. Larger population centers of Moab and Monticello, Utah are 22 miles north and 34 miles south, respectively, from La Sal Junction on Highway 191.

The region is characterized by a broad shallow valley of hay fields and pasturelands at an elevation between 6,400 and 6,700 feet. The north side of the La Sal area slopes southwest, radially away from the La Sal Mountains, which attain an elevation of 11,817 feet at South Mountain, six miles to the north (even higher elevations are found farther north). The slope consists of bouldery gravels shed from the mountains, variably covered by wind-blown sandy loam. Underlying sedimentary rocks dip to the southwest, ranging from steep dips near the mountains to shallow dips near Highway 46. The shaft at the Energy Queen Mine is near to and on the south side of the axis of a northwest-trending syncline, so the underlying rocks are dipping slightly to the northeast with northeasterly dip increasing progressively southward within the lease. The near-surface gravels are thinner and finer-grained in the lease area; however, the area still is covered by thick soils. To the west and northwest, the sedimentary rocks are exposed in hills cut by small canyons due to moderate uplifting and faulting with a few hundred feet displacement related to the northwest extension of the Lisbon Valley salt-cored anticline. The surface of the lease is drained by small tributaries to West Coyote Creek, which flows westerly to Hatch Creek, thence northwesterly to Kane Spring Creek and, ultimately, to the Colorado River.

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The area is semi-arid. All elevations within four miles of the Energy Queen property support moderate growths of sage and rabbitbrush along with other brush, forbs, cactus, yucca, and grasses. Higher elevations contain juniper and piñon in the rocky soils to the west and southwest and scrub oak to the northeast.

The 785-foot deep shaft of the Energy Queen Mine, along with the hoist, water treatment, and other surface facilities, will be repaired as needed to access and rehabilitate the working level drifts. Through the acquisition of the US Mining Division, Energy Fuels acquired adjoining mineralized claims and leases which could logically be produced from the shaft. Verification drilling as well as exploration drilling was completed in 2008. Denison performed drilling in early 2012 within one half mile of the shaft. Drilling continued after the acquisition on the adjoining leases about one mile to the east. Energy Fuels also drilled six exploration/confirmation holes in early 2012 on the SITLA Section 36 parcel.

History

This portion of the La Sal Mineral Belt has seen production of uranium since the mid-20th century. Numerous underground mines near outcrops in the eastern La Sal district extracted vanadium and uranium from the early 1900s. Deeper deposits of the central La Sal Trend were discovered in the 1960s and developed for production in the 1970s through vertical shafts. The district production through 1980 amounted to about 6,426,000 lbs. U 3 O 8 (0.32% U 3 O 8 ) and nearly 29,000,000 lbs. V 2 O 5 (1.46% V 2 O 5 ). Production was derived from fluvial sandstones, mostly in the upper part of the Salt Wash Member of the Morrison Formation of Jurassic age. Production in the district ceased by about 1991. Recently, Denison produced from the Pandora mine located six miles east of the Energy Queen, as well as from the Beaver Shaft located to the west of the Pandora. The Company acquired and operated these mines from Denison when it acquired the US Mining Division.

The Energy Queen Mine was started in 1979 by a Union Carbide-Hecla joint venture. The mine stopped production in 1983 due to inadequate uranium prices. Historic drilling by Hecla, Umetco, and others along with drilling completed by Energy Fuels suggests remaining Measured Resources at the Energy Queen Mine of 615,000 lbs. U 3 O 8 and 2.4 million lbs. V 2 O 5 . This is contained in roughly 96,000 tons of material at a grade of 0.32% U 3 O 8 and 1.24% V 2 O 5 . Additionally, Indicated Resources are projected at 600,000 lbs. U 3 O 8 and 2.5 million lbs. V 2 O 5 contained in about 85,000 tons of material.

Geological Setting

The Colorado Plateau covers nearly 130,000 square miles in the Four Corners region. The Energy Queen and other properties currently held by Energy Fuels lie in the Canyon Lands Section in the central and east-central part of the Plateau in Utah and Colorado. The Plateau’s basement rocks are mostly Proterozoic metamorphics and igneous intrusions.

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Exploration and Development

The Energy Queen Mine has been extensively evaluated to determine the condition of the existing headframe, shaft, hoist, and other infrastructure. Bids for refurbishing the in-place facilities and cost estimates for materials and supplies have been obtained, and developed into a total cost of rehabilitating the Energy Queen Mine. Energy Queen permitting efforts to date consist of obtaining a water discharge permit, ground water monitoring, and completing transfer of the existing mine permit from Denison to Energy Fuels. Energy Fuels has applied for amendments to the permit to better facilitate ore storage and construction of the water treatment plant. Rehabilitation efforts at Energy Queen will commence upon a recovery in the market price for uranium.

Mineralization

The uranium and vanadium-bearing minerals occur as fine grained coatings on the detrital grains, they fill pore spaces between the sand grains, and they replace some carbonaceous material and detrital quartz and feldspar grains.

The primary uranium mineral is uraninite (pitchblende) (UO2) with minor amounts of coffinite (USiO 4 OH). Montroseite (VOOH) is the primary vanadium mineral, along with vanadium clays andhydromica. Traces of metallic sulfides occur. In outcrops and shallow oxidized areas of older mines in the surrounding areas, the minerals now exposed are the calcium and potassium uranyl vanadates, tyuyamunite, and carnotite. The remnant deposits in the ribs and pillars of the old mines likely would show a variety of oxidized minerals common in the La Sal mineral belt. These brightly-colored minerals result from the moist-air oxidation of the primary minerals. Minerals from several oxidation stages will be seen, including corvusite, rauvite, and pascoite. The Energy Queen Mine has been standing full of water since 1993, so no direct observations have been made of the mine openings.

Some stoping areas in the mines to the east are well over 1,000 feet long and several hundred feet wide. The Indicated Resources of the Energy Queen Mine identified through drilling are of similar size. Individual mineralized beds vary in thickness from several inches to over 6 feet. Throughout much of the Energy Queen deposit there are two horizons in the Top Rim that host the mineralization, which are located 25 feet to 40 feet apart.

The lithology of Energy Fuels’ new drilling program correlated well with former Union Carbide drilling. The grades, position, and alteration correlate well with the old holes. The old drilling provided the best guide to drill offset holes. Energy Fuels’ drilling discovered uranium grades comparable to past production in 10 of the 19 holes completed. This proves the accuracy of the old drilling data. The deposit is strong in lateral extent; the new drilling was done at 100 feet or greater centers. This is exceptional for Salt Wash uranium deposits.

Drilling

Much of the drilling on the Energy Queen property was performed by previous operators, namely Union Carbide in 1977-1980. There have been approximately 160 holes drilled on the leased land of the Energy Queen property, and many hundreds more on adjoining property to the west, north, and east.

Energy Fuels conducted a drilling project to verify the older drilling, to obtain additional stratigraphic information for mine planning, and to add more resources to the mine inventory. Twenty holes were drilled by Energy Fuels at the Energy Queen from October 2007 to January 2008, totaling 14,450 feet. The drilling was successful in meeting the objectives of verifying the resource and adding 134,614 lbs. of U 3 O 8 to the Measured and 308,131 lbs. of U 3 O 8 to the Indicated Resources, with 10 holes containing mineralization greater than 1.0 foot of 0.10% U 3 O 8 . Cuttings were logged with particular attention to sandstone color, carbon content, and interbedded mudstone characteristics. The holes were probed using a natural gamma tool along with resistivity and spontaneous potential logs when the holes contained water. An induction tool was used in holes that were dry. All holes were also logged with a deviation tool. Even though the digitally recorded data displays estimated U 3 O 8 content, the gamma logs were interpreted and mineralization calculated using the proven AEC method (area under the curve times the k factor equals the grade times thickness (Scott et al., 1960)). It is believed that previous operators also used this method, or a close variant of it. The Colorado Plateau Logging, LLC tools were calibrated in May 2007 at the DOE test pits located in Grand Junction, Colorado. A follow-up calibration run at the Grand Junction pits in October 2007 showed no statistical difference between calibrations.

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The following conclusions can be drawn by analyzing this phase of drilling using the two cross-sections:

Sampling, Analysis and Data Verification

Energy Fuels has not conducted widespread and definitive sampling on the Energy Queen property. Previous underground mining activity, which resulted in development drifting and stoping of one area will not be available for sampling until the mine is dewatered and shaft rehabilitation is done. The estimation of resources in this report has relied upon documentation from earlier operators and the Energy Fuels 2007-2008 drilling program. Energy Fuels employed a conventional combination of rotary drilling, geologic logging, and downhole electric and radiometric logging during its 2007-2008 drilling program.

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Mineral Resource Estimates

The Energy Queen Technical Report estimates the following mineral resources:

 

Mass

Grade (1)

 

Contained Material

Category

(tons)

%U 3 O 8

%V 2 O 5

lbs. U 3 O 8

lbs. V 2 O 5

Measured

136,870

0.29

1.26

789,960

3,446,690

Indicated

86,820

0.35

1.49

605,925

2,582,950

Inferred

67,780

0.27

1.33

366,250

1,804,460

Notes:

(1)

The Measured Mineral Resource grade has been diluted to a mining thickness of 3.0 feet, and the Indicated Mineral Resource has been diluted to a mining thickness of 4.0 feet.

Mining Operations

There are no current mining operations occurring at the Energy Queen Mine.

Permitting

Water discharge permits to allow initial and ongoing discharge of underground mine water were approved by the UWQD. The surface discharge permit has also been approved. A Mine Reclamation Plan amendment was approved by the UDOGM on September 22, 2009. This amendment allows the Company to install the facilities for mine production of up to 250 tpd.

The Sage Plain Project

In FY-2011, EFRC along with Lynx-Royal JV, LLC ( “Lynx-Royal” ), its CPP joint venture partner and subsidiary of Aldershot Resources Ltd. ( “Aldershot” ), acquired several close-spaced and contiguous leases and mining claims in the area of southeastern Utah and southwestern Colorado known as the Sage Plain district. These leases and claims are located in the southern end of the Uravan Mineral Belt containing historic resources of sandstone-hosted uranium-vanadium deposits. The Sage Plain Project contains two historic producing mines, and the Company has begun the process of obtaining a permit from UDOGM to begin developing a mine.

On December 21, 2011, Energy Fuels filed, on the SEDAR website at www.sedar.com the technical report dated December 16, 2011 entitled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (Including the Calliham Mine and Sage Mine), San Juan County, Utah and San Miguel County, Colorado” prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101 (the “Sage Plain Technical Report” ). Unless otherwise stated, the following description of the Sage Plain Project is derived from the Sage Plain Technical Report. The author of the Sage Plain Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

Project Description and Location

The Sage Plain Project is located near the southwest end of the Uravan Mineral Belt. The property lies about 15 miles northeast of Monticello, Utah. It consists of three private mineral leases, four Utah SITLA Leases, and 94 unpatented mining claims on land administered by the BLM. There are two historic uranium-vanadium mines within the project area, the Calliham Mine (which accesses the three private leases) and the Sage Mine (which produced from the unpatented claims). The combined 5,635 acres of the property is comprised of approximately 1,680 acres of fee land, about 2,013 acres of SITLA Leases and approximately 1,942 acres of BLM land covered by the unpatented claims in San Juan County, Utah and San Miguel County, Colorado.

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Most of the project (the private leases and SITLA Leases, plus 44 of the unpatented claims) is located in San Juan County, Utah and the other 50 unpatented claims are located in San Miguel County, Colorado. All of the property, except one private lease, is held by CPP. CPP was formerly a 50:50 joint venture between subsidiaries of Energy Fuels (EFRC) and Aldershot (Lynx-Royal). On October 1, 2012, Energy Fuels acquired all of Aldershot’s interest in CPP, and is now the sole owner of CPP. The other private lease is held solely by EFRC. Therefore, the Company now owns and controls the entire Sage Plain Project.

The two historic mines have been idle for about 20 years. Both mines were operated in the 1970s to early 1980s by Atlas. The Calliham Mine was acquired by Umetco in 1988 and operated briefly in 1990-1991. Both mines ceased production due to depressed uranium and vanadium prices.

The various parcels of the project were acquired in stages. Energy Fuels was the successful bidder on two SITLA Leases in 2007. A third SITLA Lease was awarded to the Company in March 2011. These were subsequently assigned to CPP. CPP purchased 94 claims and another SITLA Lease from Uranium One Inc. in November 2010. Energy Fuels purchased a lease on the private Calliham parcel in February 2011 from Nuvemco, LLC and the Crain lease in July 2011 from UEC. Both of these leases were assigned to CPP. The final acquisition in the project area, the Skidmore lease covering land owned by J.H. Ranch, Inc., was acquired in October 2011 from a private group that had an option to lease with J.H. Ranch. Lynx-Royal declined to participate in this acquisition. Therefore, EFRC retained 100% ownership of the Skidmore lease. In May 2012, the Company acquired 80-acres from Umetco that contains the historic portal to the Calliham mine. On October 1, 2012, the Company acquired all of Lynx-Royal’s interest in CPP. See “General Development of the Business – Recent Developments Since September 30, 2012” . As a result, the Company now owns 100% of CPP and the Sage Plain Project.

Accessibility, Climate, Local Resources, Infrastructure, and Physiology

The Sage Plain Project can be accessed from the north, south, and east on paved, all-weather roads. The nearest towns with stores, restaurants, lodging and small industrial supply retailers are Monticello, Utah, 26 road miles to the south and west, and Dove Creek, Colorado, 20 road miles to the southeast. U.S. Highway 491 connects Monticello, Utah to Dove Creek and Cortez, Colorado. There are two routes north from this highway to the project. From the highways, access to the Sage Plain Project is from maintained county roads. The region has a long history of mining, ranching, farming, and oil and gas production. Therefore, even though the regional towns are small, they have adequate services and supplies to support a mineral project like the Sage Plain Project.

The area is semi-arid. Meteorological data from the Northdale, Colorado station 10-miles south of the Sage Plain Project, show a recent 30-year normal mean temperature of 46 degrees F (range 31 to 61 degrees F). The mean annual precipitation for the same 30 years has been 12.26 inches. All elevations within four miles of the Sage Plain Project property support moderate growths of sage and rabbitbrush along with other brush, forbs, cactus, yucca and grasses. There are localized stands of juniper and piñon pine in the rocky soils and many patches of scrub oak where it has never been cleared.

The region of the Sage Plain Project is characterized by a relatively flat plain that is drained by three major regional rivers. Most of the private land is gently sloping, cut by small ephemeral streams that are tributary to Summit Canyon. The unpatented claims are located in the head of Summit Canyon and along the benches on the south side of that canyon easterly to its confluence with Bishop Canyon. The land south of Summit Canyon, including SITLA Lease ML-49301, drains to Coal Bed Canyon. The flatter part of the project sets at elevations ranging from 6,870 feet at the south edge of ML-49301 to 7,165 on the Crain lease. The claims along Summit and Bishop Canyons cover much steeper terrain with elevations ranging from 6,500 feet to 7,380 feet.

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History

The uranium-vanadium deposits of the region were discovered in the Morrison Formation 32 miles north of the Sage Plain Project in Roc Creek Canyon, Montrose County, Colorado in 1881. The first economic shipments of ore were in 1898. The carnotite deposits in the Salt Wash Member of the Morrison Formation along the Dolores River canyon and Summit Canyon near Slickrock, Colorado were discovered around 1900, about 10 miles north of Sage Plain. Most of this early production focused on extracting uranium-vanadium concentrates and radium.

There was little activity in the region until the demand for vanadium increased in the mid-1930’s. Shattuck Chemical Company built a mill at Slick Rock in 1931 and International Vanadium Corporation built a mill in Dry Valley. Ore is estimated to have averaged about 0.15% U 3 O 8 and 1.34% V 2 O 5 . North Continent Mines Company bought the Slick Rock mill and enlarged it in 1934 and operated it until 1943. In the early 1940’s, the federal government formed the Metals Reserve Company to facilitate vanadium production. As a result, many new mines opened in the Salt Wash formation and more mills were built, including one at Monticello, Utah. Almost all of the uranium in the ore went to the tails at mills until 1943 when uranium became the focus. More deposits were found in the Salt Wash and mines remained open into the 1950’s and early 1960’s in the Sick Rock and Dry Valley districts near Sage Plain. Union Carbide build an upgrading mill at Slick Rock in 1956 and operated it until 1970. Between 1948 and 1977, the Slick Rock district produced over 4.1 million tons of ore at grades that averaged 0.25% U 3 O 8 and 1.8% V 2 O 5 .

The two mines located on the Sage Plain Project were operated in the 1970’s to early 1980’s by Atlas. The Calliham mine was explored in the early 1970’s by Hecla. The Crain lease to the east of the Calliham mine was explored by Truchas and later in the 1970’s by Pioneer Uravan. The Calliham lease was acquired by Atlas and went into production in March 1976. Atlas departed the uranium business in the mid-1980’s. The Calliham mine was acquired by Umetco in 1988 and operated briefly in 1990-1991 during a spike in vanadium prices. Umetco was also operating the Silver Bell and Wilson mines nearby. During Umetco’s tenure, the Calliham mine produced 13,300 tons of ore averaging 0.21% U 3 O 8 and 1.29% V 2 O 5 . This ore was milled at the White Mesa Mill in Blanding, Utah (now owned by the Company). The Sage mine reportedly produced 3,000 tons of ore in 1990, but historic production numbers are not known at this time.

Geological Setting

The Sage Plain district, also referred to as the Egnar district or Summit Point district, is a portion of the greater Slick Rock district. It is the southwest continuation into Utah of the Uravan Mineral Belt. Here, the host sandstones of the Salt Wash Member of the Jurassic-aged Morrison Formation are not exposed. They are covered by Cretaceous-aged sediments or the upper Morrison Formation’s Brushy Basin Member. Therefore, discovery of economic deposits here lagged many years behind the production from the same host rocks elsewhere in the Slick Rock district a few miles to the northeast in Colorado. At Slick Rock, mining and milling of radium-uranium-vanadium ores has occurred since 1901. This part of the Uravan Mineral Belt has a significantly higher ratio of V 2 O 5 :U 3 O 8 in the ore than the deposits farther north.

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Exploration

Outcrops within a few miles of the Sage Plain Project were explored by prospectors in the early 20 th century for their radium and vanadium content. Uranium exploration began in the mid-1940’s. Exploration by drilling progressed to the mesa tops as drilling equipment improved in the 1950s and 1960s. The deposits in the Sage Plain area were found and developed by other operators in the late 1960s and early 1970s. The area around the Company’s Sage Plain Project was extensively drilled in the 1970s and early 1980s.

During the operation of the underground mines, extensive stoping occurred. In addition, extensive long-hole drilling occurred. Much of the Mineral Resource in the Calliham mine was identified in this manner. In 2011, CPP (now a wholly-owned subsidiary of the Company) conducted a 17 hole rotary drill program (~11,300 feet). Seven holes were drilled at the Sage mine to confirm historic map data and explore for a possible east-west channel. Two holes testing the historically defined mineralized body confirmed the historic map data and one exploration hole intersected high-grade mineralization between the mine workings and the western mineralized body. Ten holes were drilled across the Calliham mine properties to confirm historic map data and expand known mineralization. Eight out of the ten holes had significant mineralization, indicating historic map data to be correct.

Mineralization

The uranium- and vanadium-bearing minerals in the Salt Wash Member of the Morrison Formation occur as fine-grained coatings on the detrital grains, they fill pore spaces between the sand grains, and they replace some carbonaceous material and detrital quartz and feldspar grains. The primary uranium mineral is uraninite (pitchblende) (UO2) with minor amounts of coffinte (USiO 4 OH). Montroseite (VOOH) is the primary vanadium mineral, along with vanadium clays and hydromica. Traces of metallic sulfides occur. In outcrops and shallow oxidized areas of older mines in the surrounding areas, the minerals now exposed are the calcium and potassium uranyl vanadates, tyuyamunite, and carnotite. Minerals from several oxidation stages can be seen, including corvusite, rauvite and pascoite. The Sage and Calliham mines have been standing full of water for at least ten years, so no direct observations have been made of the mine workings. Some stoping areas in the Sage and Calliham mines, as well as the nearby Deremo mine to the east and Silver Bell and Wilson mines to the north, are well over 1,400 feet long and several hundred feet wide. Individual mineralized beds can vary in thickness from several inches to over ten feet.

Drilling

Most of the drilling on the Calliham and Sage mine properties was performed by previous operators, including Hecla, Atlas, Pioneer Uravan, and Truchas. There have been approximately 313 holes drilled on the Calliham lease, 300 on the Crain lease, 487 on the Skidmore lease, and 199 on the claims near the Sage mine. The Company has in its possession several maps showing the locations of holes on and surrounding the Sage Plain Project. The Company acquired the gamma and lithologic logs for these holes when it acquired the US Mining Division. The Atlas, Pioneer Uravan and Umetco drill maps and mine maps with longhole data are deemed to be accurate.

The Company has conducted two drilling projects, one on the Sage mine claims and one across the three Calliham mine leases to verify some of the historic map data. Seven holes were drilled by CPP (now wholly-owned by the Company) on the Sage mine claims in October 2011 totaling 4,873 feet. The drilling was successful in meeting the objectives of confirming the accuracy of the historical data and verifying a historically defined mineral body. One hole intercepted 2.0 feet of 0.407% eU 3 O 8 . Another hole intercepted mineralization greater than 1.0 foot of 0.16% eU 3 O 8 .

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Ten holes were drilled by CPP across the three Calliham leases in December 2011 totaling 6,465 feet. This drilling was also successful in meeting the objectives of confirming the accuracy of the historic data and expanding known mineralized areas. Four holes intercepted mineralization greater than 1.0 foot of 0.20% eU 3 O 8 and four other holes intercepted mineralization greater than 1.0 foot of 0.10% eU 3 O 8 .

All holes drilled by CPP were probed using a natural gamma tool along with resistivity and spontaneous potential logs when the holes contained water. An induction tool was used in holes that were dry. All holes were also logged with a deviation tool. Even though the digitally recorded data displays estimated U 3 O 8 content, the gamma logs were interpreted and mineralization calculated using the proven AECmethod. It is believed that previous operators also used this method, or a close variant of it.

Sampling and Analysis

Energy Fuels has not conducted widespread and definitive sampling on the Sage Plain Project. Previous underground mining activity, which resulted in development drifting and production at the two mines, will not be available for sampling until the mines are dewatered and the declines rehabilitated. The estimations of resource have relied on documentation from earlier operators and the 2011 drilling program. CPP employed a conventional combination of rotary drilling, geologic logging, and downhole electric and radiometric logging in its field program.

Mineral Resource Estimate

Historic drilling from the surface by previous operators (including Hecla, Atlas, Truchas, Pioneer Uravan, and Umetco), long-hole drilling within the underground mines, and verification and fill-in exploration drilling in 2011 by CPP suggest remaining Measured and Indicated Mineral Resources at the Sage Plain Project of approximately 2,833,795 lbs. U 3 O 8 and 17,829,289 lbs. V 2 O 5 . This is contained in roughly 642,971 tons of material at an in-place grade of 0.220% U 3 O 8 and 1.39% V 2 O 5 . Additionally, Inferred Mineral Resources are estimated at 49,136 tons with an in-place grade of 0.184% U 3 O 8 and 1.89% V 2 O 5 (181,275 lbs. U 3 O 8 and 1,854,034 lbs. V 2 O 5 ). This resource estimate for the Sage Plain Project is dividedinto the particular leases and claims for reporting in the Sage Plain Technical Report. The resources of the Calliham, Crain, and Skidmore leases are accessible through the Calliham Mine. The Sage Mine will be used to access the resources on the Sage claims. Mineral resources on the other claims and those on the SITLA Leases will likely require new mine entries to be exploited.

The ownership interest of the two partners in CPP as at September 30, 2012 is shown in the first column of the following Table. However, as noted above, the Company acquired 100% of CPP (and the Sage Plain Project) effective October 1, 2012. As at September 30, the Energy Fuels portion of the combined Measured and Indicated Mineral Resources listed below is 439,093 tons containing 1,975,704 lbs. U 3 O 8 (0.225% eU 3 O 8 ) and 12,224,227 lbs. V 2 O 5 (1.39% V 2 O 5 ). The Lynx-Royal portion as of September 30, 2012 was 203,879 tons containing 858,092 lbs. U 3 O 8 (0.21% eU 3 O 8 ) and 5,605,062 lbs. V 2 O 5 (1.38% V 2 O 5 ). As of October 1, 2012, Energy Fuels’ owned all of the Measured and Indicated Mineral Resources listed below, being 642,971 tons containing 2,833,795 lbs. U 3 O 8 (0.22% eU 3 O 8 ) and 17,829,289 lbs. V 2 O 5 (1.39%V 2O5). As at September 30, 2012, the Inferred Mineral Resources were split 50:50 between the partners since there are no Inferred Mineral Resources on the Skidmore parcel, and each partner’s share of the Inferred Mineral Resource was 24,568 tons containing 90,638 lbs. U 3 O 8 (0.184% eU 3 O 8 ) and 927,017 lbs. V 2 O 5 (1.89% V 2 O 5 ). As at October 1, 2012, Energy Fuels owned all of the Inferred Mineral Resource, being 49,136 tons containing 181,276 lbs. U 3 O 8 (0.184% eU 3 O 8 ) and 1,854,034 lbs. V 2 O 5 (1.89% V 2 O 5 ).

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Summary of Measured, Indicated, & Inferred Mineral Resources for the Sage Plain Project; Rounded.

 

 

 

Indicated

 

Inferred

 

 

Measured

Measured

Mineral

Indicated

Mineral

Inferred

 

Mineral

Mineral

Resources

Mineral

Resources

Mineral

Resource

Resources

Resources

(grade and

Resources

(grade and

Resources

Type

(grade and tons)

(lbs.)

tons)

(lbs.)

tons)

(lbs.)

Calliham

0.201% U 3 O 8

905,410 U 3 O 8

0.153% U 3 O 8

29,556 U 3 O 8

0.140% U 3 O 8

4,292 U 3 O 8

Lease 50/50

1.26% V 2 O 5

5,665,534 V 2 O 5

0.96% V 2 O 5

184,726 V 2 O 5

0.88% V 2 O 5

26,825 V 2 O 5

EFRC/Lynx-

224,998 tons

 

9,660 tons

 

1,533 tons

 

Royal

 

 

 

 

 

 

Skidmore

0.237% U 3 O 8

1,083,398 U 3 O 8

0.245% U 3 O 8

34,214 U 3 O 8

 

 

Lease 100%

1.40% V 2 O 5

6,405,329 V 2 O 5

1.53% V 2 O 5

213,836 V 2 O 5

 

 

EFRC

228,222 tons

 

6,992 tons

 

 

 

Crain Lease

0.171% U 3 O 8

216,740 U 3 O 8

0.541% U 3 O 8

104,835 U 3 O 8

0.433% U 3 O 8

54,718 U 3 O 8

50/50

1.07% V 2 O 5

1,354,624 V 2 O 5

3.38% V 2 O 5

655,216 V 2 O 5

2.71% V 2 O 5

341,986 V 2 O 5

EFRC/Lynx-

63,408 tons

 

9,688 tons

 

6,322 tons

 

Royal

 

 

 

 

 

 

Sage Claims

0.228% U 3 O 8

451,410 U 3 O 8

0.407% U 3 O 8

8,232 U 3 O 8

0.148% U 3 O 8

122,265 U 3 O 8

50/50

1.67% V 2 O 5

3,298,574 V 2 O 5

2.54% V 2 O 5

51,450 V 2 O 5

1.80% V 2 O 5

1,485,223

EFRC/Lynx-

98,992 tons

 

1,011 tons

 

41,281tons

V 2 O 5

Royal

 

 

 

 

 

 

 

 

 

 

 

 

 

0.216% U 3 O 8

2,656,958 U 3 O 8

0.323% U 3 O 8

176,837 U 3 O 8

0.184% U 3 O 8

181,275 U 3 O 8

TOTALS

1.36% V 2 O 5

16,724,061 V 2 O 5

2.02% V 2 O 5

1,105,228 V 2 O 5

1.89% V 2 O 5

1,854,034

615,620 tons

27,351 tons

49,136 tons

V 2 O 5

Notes:

1)

Grades and tonnages shown as undiluted amounts .

2)

Vanadium grades are based on assays where known, otherwise estimated at the average V 2 O 5 :U 3 O 8 ratios for the individual properties used by previous operators based on past production.

Mining Operations

There are no current mining operations at the Sage Plain Project.

Permitting

The Sage Plain Project contains two historic producing mines, and Energy Fuels has now assembled sufficient contiguous historical resource acreage to begin the process of obtaining a permit from UDOGM to begin developing a mine. Much of the work needed for the permit application has been complete, including biological and cultural resource surveys, groundwater monitoring, and geotechnical analysis for surface installations.

The San Rafael Uranium Project

On March 24, 2011, Energy Fuels filed, on the SEDAR website at www.sedar.com the technical report dated March 21, 2011 entitled “NI 43-101 Technical Report on the San Rafael Uranium Project (Including the: Deep Gold Uranium Deposit and the Down Yonder Uranium Deposit) Emery County, Utah”, prepared by O. Jay Gatten, Utah Professional Geologist in accordance with NI 43-101 (the “San Rafael Technical Report” ). Unless otherwise stated, the following description of the San Rafael Uranium Project is derived from the San Rafael Technical Report. The author of the San Rafael Technical Report is a “qualified person” and is “independent” of the Company within the meaning of NI 43-101.

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Project Description and Location

The San Rafael Uranium Project, located in east-central Emery County, Utah, is owned by the Company through its subsidiaries Magnum USA and EFRC. The San Rafael Uranium Project land position is comprised of a contiguous claim block covered by 146 unpatented federal lode mining claims and a SITLA Lease in the Section 36 area.

Magnum USA’s interest in the San Rafael Uranium Project was obtained on November 19, 2006, via a joint venture agreement with Energy Metals Corporation ( “EMC” ), the underlying property owner. Magnum USA spent in excess of US$1,000,000 in work-related expenses and issued 850,000 treasury shares, thereby meeting all the requirements to complete an 80% earn-in. Subsequently, Magnum USA’s interest increased to 100%, with EMC’s interest diluted to a non-participatory 2% Net Smelter Royalty (NSR). After the signing of the Magnum USA/EMC joint venture agreement, EMC was acquired by Uranium One Inc. Energy Fuels became the owner of Magnum USA as a result of a merger in June 2009 whereby Magnum USA became a wholly-owned subsidiary of the Company.

The Company added additional properties to the San Rafael Project area through its acquisition of Titan. These properties are known as the Green River South properties, and is located south of the San Rafael Project area. These additional properties are held through EF Wyoming, one of the Company’s wholly-owned subsidiaries. These additional properties are not included in the San Rafael Technical Report.

History

The two core uranium deposits of the San Rafael Uranium Project, the Down Yonder and Deep Gold, were originally discovered by Conoco and Pioneer Uravan geologists in the late 1960s and 1970s to early 1980s, respectively. Exploration drilling was conducted just east of the core of the Tidwell mineral belt and north-northeast of the Acerson mineral belt. The area containing the deposits was considered to contain highly prospective paleo trunk stream channel trends. Some of the larger historic producing mines in the area were Atlas’ Snow, Probe, and Lucky Mines. The deposits in the San Rafael Project are peneconcordant, channel-controlled, sandstone-hosted, trend type, with mineralization hosted in the upper sandstone sequence of the Salt Wash Member of the Upper Jurassic Morrison Formation.

In addition to Conoco, Pioneer Uravan, and Atlas, the U.S. Atomic Energy Commission ( “AEC” ) and other companies (Union Carbide, EFN, and others) conducted exploration drilling and mining in the area. Some of these companies performed historic resource estimates on both the Down Yonder and Deep Gold deposits, but, they are not considered compliant with NI 43-101 standards. These resource estimates are of historical importance, were generated by senior mining companies with significant uranium exploration and production experience and are considered as relevant checks to the San Rafael Technical Report.

The San Rafael Technical Report updates information set out in two technical reports previously filed by Magnum USA. Those reports are “Down Yonder Uranium Project Emery County, Utah USA” prepared by Laurence E. Pancoast, Reg. Prof. Geol. #790, State of Idaho, dated March 3, 2008 and “Amended Technical Report on Magnum Uranium Corp.’s Deep Gold Uranium Deposit Emery County, Utah” prepared by Steve R. Sturm, CPG #08776, dated May 21, 2009. The San Rafael Technical Report combines the descriptions of the two deposits in the previous reports and includes discussions of all other known mineralized areas within the San Rafael Uranium Project area. Subsequent to the May 2009 Technical Report on the Deep Gold deposit, Energy Fuels purchased the Hollie claims from Titan in January 2011, giving Energy Fuels the rights to 100% of the Deep Gold deposit.

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Geologic Setting

The San Rafael Project is located in a moderately sized topographic and structural low, locally known as the Green River Desert. Structurally, his low can be considered a narrow southern extension of the Uintah Basin. Several local features of the Colorado Plateau surround the area. The area is bounded on the west by the San Rafael Swell, a large assymetrical doubly plunging anticline, and on the east by the Paradox Basin/Paradox Fold and Fault Belt. The Nequoia Arch is located immediately to the south and to the north the Green River Desert merges with the larger Uintah Basin, although it is separated from the latter by the northwest-trending Book Cliffs.

Stratigraphically, all exposed consolidated rock units within the boundaries of the San Rafael Uranium District area are sedimentary formations deposited during the Mesozoic era (Trimble and Doelling, 1978). The oldest unit is the Triassic Moenkopi Formation which underlies the Chinle, Wingate, and Kayenta Formations. Jurassic rocks are, in ascending order, the Navajo, Carmel, Entrada, Curtis, Summerville, and Morrison Formations. The Cretaceous rocks, also in ascending order, include the Cedar Mountain and Dakota Formations, and members of the Mancos Shale. Alluvial and colluvial deposits of Quaternary age are scattered throughout the district. The Triassic rocks are both marine and continental in origin, whereas the Jurassic rocks are for the most part non-marine and most of the Cretaceous rocks are of marine origin.

The main host rock is the Salt Wash Member of the Upper Jurassic Morrison Formation. In the Deep Gold Deposit, the Salt Wash Member averages 220-feet thick in the Snow and Lucky Mines. In the Down Yonder Deposit, the Salt Wash Member is about 250 feet thick. It is composed predominantly of fine- to medium-grained sandstone interbedded with thin mudstone, claystone, and siltstone. Occassional conglomerate sandstone is also present. The Salt Wash sands are the result of fluvial processes that created a broad, regional alluvial plain deposited by northeast-flowing streams.

Exploration

Approximately 450,000 feet of historic drilling, conventional and core, from about 450 holes, has been conducted in the areas of the Deep Gold and Down Yonder deposits. Depth to mineralization at the Deep Gold in Section 23 averages 800 feet, with hole depths averaging approximately 1,000 feet. The depth to mineralization at the Down Yonder in Section 36 averages 970 feet, with hole depths averaging approximately 800 feet in Section 35 and about 1,100 feet in Section 36. Magnum USA purchased most of the available historic exploration data produced by the previous operators. A 100 hole, 100,000 foot drilling program is warranted to discover and define additional uranium resources. Total cost for this work would be $1.3 million to $1.5 million, based on an all-inclusive cost of $15/foot.

The Tidwell mineral belt and the San Rafael uranium district have been the sites of considerable historic exploration drilling and production, with over 4 million pounds of uranium and 5.4 million pounds of vanadium produced. Production from the Snow, immediately up dip of the Deep Gold deposit, which produced for nine years, starting in March 1973 and ending in January, 1982 consisted of 650,292 pounds of U 3 O 8 contained in 173,330 tons of material at an average grade of 0.188% U 3 O 8 ,

Mineralization

The Tidwell mineral belt, the main historic mining area in the San Rafael uranium district, is located updip and just west of the Deep Gold deposit and 2 miles west and northwest of the Down yonder deposits. Part of it lied within the western one-fourth and margin of Energy Fuels’ greater San Rafael Uranium Project land position. The Jackrabbit deposit is in the main part of the Tidwell district. Using Trimble and Doelling’s (1978) production figures for the district and taking into account subsequent Atlas Minerals in-house reports concerning later production from the Snow and Probe mines (Atlas Engineering Department, 1982; Gordon, 1982; Wilbanks, 1982), in excess of 4.0 million pounds of U 3 O 8 and 5.4 million pounds of V 2 O 5 have been produced from over 50 mines in the San Rafael uranium district to date. This production equates to roughly 1,000,000 tons of material mined, with a speculated 8 million pounds of uranium remaining.

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The average thickness of the material mined is generally between 3.5 and 5.5 feet, with average grade dropping from roughly 0.35% U 3 O 8 in the mid to late 1950’s to around 0.18% to 0.19% U 3 O 8 from the Snow and Probe mines in the early 1980’s. Deposits generally have an elongate shape and preferred northeasterly orientation that mimics the orientation of the paleo-stream channels in which they occur. Uranium mineralization exists almost entirely at one stratigraphic level, the upper sandstone sequence of the Salt Wash Member of the Upper Jurassic Morrison Formation, as described above. The size of the deposits generally increases in a northerly to northeasterly direction and from the surface basinward, where optimal host rock types were deposited and favorable sandstone-mudstone ratios were produced during the development of the Acerson mineral belt. Size of deposits varies considerably, ranging from a few tons to semi-continuous to continuous clusters in excess of 150,000 tons. Historically, mine depths in the Tidwell Mineral Trend ranged from 40 feet along its west edge, to 300 to 400 feet further downdip to the east, and finally to about 600 to 700 feet downdip at the Snow and Lucky mines. The Jackrabbit deposit ranges in depth from 210 to 510 feet. Depths of the large uranium deposits, located just east of the Tidwell mineral belt, all or part of which are on Energy Fuels’ ground, include the Deep Gold deposit at about 775 to 1,000 feet, the 4484 deposit at about 900 feet, and the Down Yonder deposit at about 950 to 975 feet.

Drilling

Historic drilling of the Deep Gold deposit conducted prior to that performed by Magnum USA in late 2007 conprises 288,083 feet in 299 holes. Making up this total are 247 holes comprising 235,788 feet drilled by Pioneer Uravan during 1979 through 1981, and 52 holes comprising 52,295 feet drilled by Atlas from 1984 through 1986. Depth to uranium mineralization in Section 23 averages 800 to 1,000 feet. To the southeast at the 4484 deposit, the depths to the main mineralized horizon range from 1,000 to 1,130 feet. East of the Hollie claims, historic drill holes extended to almost 1,200 feet deep to penetrate the upper sandstones of the Salt Wash. At the North area, the mineralization depth ranges from 950 to 1,150 feet (west to east) in historic drill holes.

Rotary drilling conducted by Magnum USA throughout the western part of the Deep Gold deposit during the latter half of 2007 comprises 10,570 feet in 11 holes. The holes were either drilled as twins, in fills, or step-outs. Some of the holes with better intercepts include SR-15-07 with 4.0 feet of 0.470% eU 3 O 8 , SR-27-07 with 4.0 feet of 0.356% eU 3 O 8 , and SR-25-07 with 4.0 feet of 0.161% eU 3 O 8 . Depths of mineralization ranged from 773.5 feet to 826.5 feet in the northern part of the western edge of the Deep Gold deposit to 827.0 to 843.5 feet in the southern part of the western edge.

The Pancoast report (March 2008) states that approximately 160,000 feet of historic drilling, from a total of 151 holes, had been conducted on the Down Yonder deposit. This drilling consists of 119 holes placed in the Section 35 SITLA Lease area, the main part of the deposit, and another 32 holes placed in adjacent Section 35 just west of the SITLA Lease. The Down Yonder Mineral Resource map shows the known historic drill holes and the Magnum USA 2008 drilling. Hole depths average approximately 800 feet in Section 35 and approximately 1,000 to 1,100 feet in State Section 36. Magnum USA drilled 30 holes in the Down Yonder deposit area in 2008 which total 32,732 feet. A breakdown of the 119 historic drill holes on the Section 36 SITLA Lease is as follows: 96 Conoco holes, 7 of which are core and the remainder conventional rotary, all drilled in 1968 through 1970, 11 Union Carbide core holes and 2 rotary holes drilled in 1974 and 1975, and 10 EFN rotary holes drilled in 1978. A breakdown of the historic drilling in the adjacent Section 35 is as follows: 32 Conoco rotary holes drilled in 1968 through 1970 and two rows of rotary holes in 1973 trending in a northwest-southeast direction across the Silver Bell lease to the west/northwest and onto the Down Yonder in Section 35.

73


Sampling and Analysis

Historic sampling methods and approaches used by previous operators to determine the uranium content of their drill holes were based mostly on radiometric analysis by down-hole gamma-ray logging. Union Carbide’s method of exploration drilling usually entailed rotary drilling to a depth of a few feet above the Brushy Basin-Salt Wash contact and then coring through the host sandstone horizon into the underlying mudstone. Down-hole lot interpretation has historically been found to be an accurate representation of in situ grades for uranium mineralization in the San Rafael district. Magnum carried out radiometric down-hole gamma-ray logging of holes it had drilled throughout the San Rafael district. Concerning this work, the gamma portion of the down-hole logging tool was calibrated to the uranium content by probing standardized test puts containing similar mineralization type and anticipated grade, located at the DOE facility in Grand Junction, Colorado. Probe work was performed by Century Geophysical and Jet West Geophysical Services.

Mineral Resource Estimates

For purposes of the San Rafael Technical Report, no economic evaluation of the mineral resources was performed. Thus, the following estimate is solely a Mineral Resource. The combined Indicated Mineral Resource for the entire San Rafael Project comprises a resource of 758,000 tons @ 0.225% eU 3 O 8 containing 3,404,600 lbs. of U 3 O 8 and an Inferred Mineral Resource of 453,800 tons @ 0.205% eU 3 O 8 containing 1,859,600 lbs. of U 3 O 8 . Using the historic District average recovered U 3 O 8 : V 2 O 5 ratio of 1:1.35, this same tonnage could yield Indicated Mineral Resources of approximately 4,596,000 pounds V 2 O 5 at an average grade of 0.30% V 2 O 5 . The same Inferred Mineral Resource tonnage could yield approximately 2,510,000 pounds V 2 O 5 at an average grade of 0.28% V 2 O 5 .

Mining Operations

Although historic mining in the Tidwell mineral belt and at Atlas’s Snow, Lucky, and Probe Mines, immediately adjacent to Energy Fuels’ land position boundary has been by conventional underground methods, the possibility exists that ISR techniques for extraction of sandstone-hosted uranium at Energy Fuels’ Deep Gold and Down Yonder deposits may be feasible. To this end, preliminary data collection and hydrologic evaluation to study the viability of ISR has been recommended.

There are no current mining operations being conducted on the San Rafael Project.

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Non-Material Mineral Properties

The Company holds additional non-material mineral properties in the Western U.S. and in Saskatchewan as follows:

Colorado Plateau District

Overview:

The Colorado Plateau district is an area encompassing approximately 20,000 square miles, straddling the border of southeastern Utah and southwestern Colorado (the “Colorado Plateau District” ). The Colorado Plateau District includes the historic Uravan mineral belt. In addition to the Whirlwind, Energy Queen and Sage Plain material mineral projects described above, the Company has the following mining complexes in the Colorado Plateau District, each of which are currently considered to be non-material in today’s market conditions: the La Sal, Van 4, Sunday, and East Canyon (Rim) zones. The bulk of the mineral deposits in these Colorado Plateau District are contained in five areas: the Sunday Mine complex, which includes the Sunday/St. Jude, West Sunday, Topaz and Carnation mines; the La Sal Complex, which includes the La Sal, Beaver and Pandora mines; and the East Canyon Area, which includes the Rim mine. All of these areas have developed permitted mines either in operation or on standby. All of the mines are located approximately 65 to 152 miles northwest of the Company’s White Mesa Mill. Haulage of the ore from the mines to the mill is along County, State and U.S. highways.

The Uravan Mineral Belt in the Colorado Plateau District has a lengthy mining history, with the first shipment of mined materials made to France in 1898. World War II brought increased attention to the uranium mineralization in the Uravan area, and by the 1950’s this district was one of the world's foremost producers of both uranium and vanadium. Historical production has yielded an overall V 2 O 5 to U 3 O 8 ratio of 5.79:1. Production continued more or less uninterrupted until 1984 when low uranium prices forced the closure of nearly all operations. Production resumed in 1987, but ceased again in 1990. Except for limited production in 1998 and 1999 and 2003-2005, nearly all operations were shut down until 2006 when several of the mines re-opened, including many of the mines owned by Energy Fuels.

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The uranium/vanadium deposits in the Colorado Plateau District were deposited as alluvial fans by braided streams. The shape and size of the mineralized seams are extremely variable. As a result, exploration and mining have historically involved conducting exploration to find a seam and then merely following its erratic path, with little exploration other than development drilling in the course of following the seam. The unusual nature of these deposits has therefore traditionally resulted in a limited amount of resources being dedicated to delineate mineral resources or mineral reserves prior to mining.

The Colorado Plateau District mining properties are held by a combination of unpatented claims on BLM and USFS lands, State leases, DOE leases, and leases with third parties. On the leased properties, there are typically uranium royalties payable ranging from 2.5% to 10.0% and vanadium royalties ranging from 4% to 12.5% . It should be noted that these royalties are only payable on ore recovered from specific claim areas and do not necessarily apply to the entire deposit.

Operations:

The Sunday/St. Jude, Topaz, West Sunday, La Sal and Pandora mines are all accessed by declines from the surface. The Beaver mine is accessed by a shaft and is connected underground to the Pandora and La Sal mines. The Rim mine is a combination of a shaft and decline access but at the present time is only accessed through the decline. The Sunday/St. Jude, West Sunday, La Sal, Pandora, Beaver and Rim mines are mature operating, or formerly operating mines, with extensive underground workings. The Topaz mine is relatively new with the initial development drift completed in 2007. The mining method is random room and pillar in which no set pillar pattern is established but rather both the size of the rooms and the pillars are variable and are defined by the deposit geometry. A typical room is about 20 feet wide with pillars as small as 12 feet square in highly mined areas.

Because of the limited height of the ore, mining must be quite selective in order to maintain a satisfactory production grade. This is done by following the mineralized zones closely and by the technique of “split shooting” wherein the ore and waste are blasted separately in a two-stage operation.

In June 2006, Denison, the previous owner and operator of the mines, announced that it was restarting mining activity in the United States with the re-opening of several mines in the Colorado Plateau District. Over a twelve month period, Denison re-opened five mines in the Colorado Plateau District. In late 2008, Denison began rehabilitation of the Beaver mine and this mine began shipping ore to the White Mesa Mill in February 2009.

As a result of declining uranium prices, Denison placed the Topaz mine on standby in January 2009. In March 2009, Denison placed the Rim and Sunday/St. Jude mines on standby, followed by the West Sunday mine which was placed on standby in October 2009.

In October 2012, Energy Fuels placed the Beaver mine on standby, due to decreases in commodity prices. The Pandora mine was placed on standby in December 2012. All of the mines are maintained so that they can be restarted with minimal effort.

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The ore production by mine for 2007 through September 2012 is shown below.

 

June 30

Jan 1 to

 

 

 

 

 

 

to Sept

June 29,

 

 

 

 

 

Mine

30, 2012*

2012*

2011*

2010*

2009*

2008*

2007*

Beaver

 

 

 

 

 

 

 

         Tons

11,412

23,809

48,176

42,941

33,701

729

-

         % U 3 O 8

0.23

0.23

0.23%

0.21%

0.18%

0.26%

-

         % V 2 O 5

1.22

1.22

1.22%

1.11%

0.97%

1.41%

-

Pandora

 

 

 

 

 

 

 

         Tons

7,671

20,896

41,254

48,099

79,750

52,623

32,444

         % U 3 O 8

0.21

0.21

0.22%

0.21%

0.23%

0.23%

0.25%

         % V 2 O 5

1.18

1.18

1.18%

1.15%

1.23%

1.22%

1.34%

Rim

 

 

 

 

 

 

 

         Tons

-

-

-

-

3,475

2,238

-

         % U 3 O 8

-

-

-

-

0.07%

0.04%

-

         % V 2 O 5

-

-

-

-

0.70%

0.40%

-

Sunday/St. Jude

 

 

 

 

 

 

 

         Tons

-

-

-

-

16,073

27,497

10,879

         % U 3 O 8

-

-

-

-

0.18%

0.19%

0.16%

         % V 2 O 5

-

-

-

-

0.97%

1.04%

0.86%

Topaz

 

 

 

 

 

 

 

         Tons

-

-

-

-

1,506

9,707

7,753

         % U 3 O 8

-

-

-

-

0.09%

0.13%

0.16%

         % V 2 O 5

-

-

-

-

0.48%

0.70%

0.86%

West Sunday

 

 

 

 

 

 

 

         Tons

-

-

-

-

26,132

30,121

16,526

         % U 3 O 8

-

-

-

-

0.18%

0.21%

0.17%

         % V 2 O 5

-

-

-

-

0.97%

1.13%

0.92%

*Production from all mines since June 30, 2012 has been for the account of Energy Fuels. All other production has been for the account of the previous owner, Denison Mines Corp.

No Mineral Reserve or Resource estimates have been prepared in accordance with NI 43-101 for any of these mines. The uranium grades shown above are based on probe grades taken when the ore arrives at the White Mesa Mill. The vanadium grades are based on historical uranium/vanadium ratios.

Permitting:

The Pandora, Beaver, La Sal and Rim mines are permitted for current operations. Air permits have been obtained where required. Storm Water as well as Spill Prevention Plans are in place at each of the Colorado Plateau District mines. These plans require regular monitoring and reporting.

Under Colorado laws, uranium mines are deemed to be Designated Mining Operations ( “DMOs” ). DMOs are required to submit an Environmental Protection Plan ( “EPP” ) that identifies the methods the operator will utilize for protecting human health, wildlife, property and the environment from potential toxic or acid forming material associated with the operations. The EPP must be submitted to the Colorado Division of Reclamation, Mining and Safety ( “CDRMS” ) for review and, after approval by CDRMS, will be subject to public comment.

Upon joint consultation with CDRMS, Denison, the previous operator, developed plans to collect the necessary data and perform characterization testing and prepare assessments of toxic substance exposures and transport necessary for preparation of the EPP for those mines.

Representative samples of ore, waste rock, and soils surrounding the mine sites were collected and analyzed. These analyses indicate that arsenic is the only constituent of possible concern. Studies were conducted on the mechanisms of arsenic liberation, transport, and possible exposure to the environment and biota. The surface and ground water environments were also investigated under the DMO assessment. Groundwater sampling wells were installed in the West Sunday mine to obtain samples of undisturbed groundwater and to assess possible impacts to water in contact with mine workings and the atmosphere.

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The EPPs for the Sunday Mine Complex and the Van 4 mines were filed in 2009. The EPPs were approved on May 10, 2012. Pursuant to the Sunday Mine Complex EPP, groundwater monitoring wells are currently being installed at the mine, and ore pad liners must be installed prior to recommencement of mining.

In February 2009, the BLM approved an amended Plan of Operations ( “PO” ) for the Topaz mine, which included all of the mines in the Sunday Complex. The BLM also determined that there was a Finding of No Significant Impact (“ FONSI ”), as a result of its Environmental Assessment ( “EA” ) of the project. CDRMS had already approved the conversion of the Topaz mine 110 permit to a 112 permit, which will allow additional disturbance as needed for development and production at Topaz.

In March 2009, the Sheep Mountain Alliance, the Colorado Environmental Coalition, the Information Network for Responsible Mining and the Center for Biological Diversity jointly filed a petition to the BLM State Director for review of the approved PO and the FONSI and requested a stay of the Record of Decision ( “ROD” ). The petition focused on BLM’s alleged failure to review indirect and cumulative impacts, as well as inadequate review of water quality impacts.

The BLM State Director’s Office completed its review of the ROD regarding approval of the amendment of the PO for the Sunday Mines in September 2009. The stay was denied; however, the State Director remanded the ROD back to the local field office for further study and analysis. The data collection requirements mandated by the remand decision have been fulfilled and the reports of findings have been submitted. A monitoring well will be installed at the Topaz to address remand concerns and also fulfill EPP requirements.

As a result of routine permit applications for additional ventilation raises and exploration drilling for the La Sal Complex, the BLM, the USFS, and UDOGM requested that the PO and Utah Mine Permit for the La Sal Complex be amended to include the current operating plans. Materials required for the formal amendment of the PO and Utah Mine Permit have been submitted and are under review by the agencies. The amendment involves the preparation of an EA, which is proceeding through public notice, and a BLM ROD. Current operations are not affected during this amendment process, but new disturbance activities, such as installation of new vent shafts and exploration drilling (on public lands), have been deferred until the amendment process is complete.

Exploration Properties:

Willhunt:

Energy Fuels posted a technical report for the Willhunt property to SEDAR, which can be viewed at www.sedar.com , dated October 10, 2008 entitled “Amended Technical Report On Energy Fuels Resources Corporation’s Willhunt Property, San Miguel County, Colorado”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado, (the “Willhunt Technical Report” ). Energy Fuels has leased the Willhunt property (40 unpatented claims) from Ur-Energy since September 14, 2006. The drilling program concentrated mainly on expanding the deposits that have been drilled previously. The historic drill hole data and the Energy Fuels drilling show two clear mineralized sandstone channels trending NW/SE, paralleling the ridge. A total of 15 holes were drilled in August 2008, totaling about 9,500 feet. The depths ranged from 540 to 680 feet. Results were generally favorable. This drilling was after the Willhunt Technical Report was initially filed, and not discussed in the Report Technical. Drill indicated resources were expanded considerably. The drilling produced five ore holes, one sub ore hole and two mineralized holes. This resulted in approximately 66,000 lbs. of U 3 O 8 and 330,000 lbs. of V 2 O 5 (not considered compliant at this time) that have not beenadded to the reported 43-101 resources. The 2008 drilling confirmed the continuance of the channel in the &ldquo;exploration areas&rdquo; of the Report. Since this is a non-material property, the Report has not yet been updated. The Willhunt property is contiguous with the Sunday Mine Complex property. Energy Fuels intends to prepare a new NI 43-101 Technical Report on the Sunday Complex, which will incorporate and update the Willhunt property information.

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Farmer Girl:

Energy Fuels posted a technical report for the Farmer Girl property to SEDAR, which can be viewed at www.sedar.com , dated October 8, 2008 entitled “Amended Technical Report On Energy Fuels Resources Corporation’s Farmer Girl Property, Montrose County, Colorado”, prepared by M. Hassan Alief, Certified Professional Geologist, Alinco GeoServices, Inc. Lakewood, Colorado (the “Farmer Girl Technical Report” ). Energy Fuels has leased the Farmer Girl property (29 claims) from Monogram Mining since October 1, 2006. Two drill projects have been completed on the Farmer Girl claims in 2007 and 2008. The 2007 Energy Fuels drilling is described in the Farmer Girl Technical Report. In 2008 subsequent to the Farmer Girl Technical Report, 12 holes were drilled. Results were generally favorable. Of the 12 holes drilled, five holes had a one foot zone ranging from 0.23 to 0.36% eU 3 O 8 . Another two holes had five feet of 0.03% eU 3 O 8 showing a favorable environment. This resulted in approximately 18,000 lbs. of U 3 O 8 and 85,000 lbs. of V 2 O 5 additional, above the reported NI 43-101 resources, though not considered compliant since the report has not been updated yet. The 2008 drilling confirmed the presence of mineralization in the exploration target areas. More drilling is needed to enlarge the known resources in order to make a decision as to go forward with permitting. Energy Fuels has approved drilling permits for another 15 holes.

Torbyn:

Energy Fuels posted a technical report for the Torbyn property to SEDAR, which can be viewed at www.sedar.com , dated January 7, 2009 entitled “Amended Technical Report On Energy Fuels Resources Corporation’s Torbyn Property, Mesa County, Colorado”, prepared by M. Hassan Alief, Certified Professional Geologist, Alinco GeoServices, Inc. Lakewood, Colorado (the “Torbyn Technical Report” ). Energy Fuels has leased the Torbyn (Tenderfoot Mesa) property (70 claims) from Rimrock Exploration and Development, Inc. since July 1, 2006. Four drill projects have been completed on the Torbyn claims in 2007, 2008, 2009 and 2012. The 2007 Energy Fuels drilling is described in the Torbyn Technical Report. Subsequent drilling (12 holes drilled in 2008 total 4,755 ft. and in 2009, six holes were drilled which total 2,350 feet) added resources in the exploration target areas defined in the Report by approximately 51,500 lbs. of U 3 O 8 and 206,000 lbs. of V 2 O 5 which is not considered compliant at this time. The drilling in 2012 was designed to look for extensions of the mineralization in three directions near the mine, finding the sandstone to be very favorable in one of those directions. More drilling is needed to enlarge the known resources near this mine in order to make a decision as to go forward with permitting.

Department of Energy (DOE) Lease Tracts:

Energy Fuels was the successful bidder in May 2008 on four of the DOE tracts offered for lease in the Uravan Mineral Belt in western Colorado (C-SR-16A, C-CM-24, C-G-26, and C-G-27). Three other leases were acquired by Energy Fuels, the second highest bidder, in 2009 when the initial lessee did not renew (C-SR-12, C-AM-19A and C-AM-20). A fourth lease was assigned to Energy Fuels from the initial lessee, Zenith Minerals, in 2010 (C-AM-19). A law suit filed against DOE in November 2008 by nongovernmental organizations alleged DOE should have performed an EIS on each individual lease tract instead of a Programmatic Environmental Assessment (PEA) on the combined leases. The court ruled in favor of the plaintiffs in June 2011. In the ruling, the court-ordered the preparation of a Programmatic Environmental Impact Study, which is currently underway. The court also stayed the leases in June 2011, prohibiting any surface disturbing work until the EIS is completed. DOE therefore suspended the annual lease payments until the final decision on the EIS. DOE will also add onto the end of the lease initial term the length of time it takes from the stay until the Final EIS record of decision, assuming the decision allows work to resume. Presently, DOE estimates the draft EIS will be available for public comment about Feb. 15, 2013 and that it will probably be about a year later before the Final EIS and record of decision is issued.

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  • C-SR-12: Much shallow historic mining took place here in the Salt Wash along with historic drilling. This is the southernmost lease in the Uravan Mineral Belt, in the Slick Rock district. Energy Fuels has some information on the past exploration and some mine maps. There is moderate potential for undiscovered mineralization in the southeast, deeper portion of the lease. No exploration drilling has been conducted by Energy Fuels, although plans for exploration drilling were made just prior to the court order requiring the EIS that does not allow surface disturbing activities until the completion of the EIS. Energy Fuels has done Reclamation In Lieu of Royalty ( “RILOR” ) on this lease for part of the cumulative annual advanced royalty for all of Energy Fuels’ DOE lease tracts.
  • C-SR-16A: This lease is in the Slick Rock district. Much shallow historic mining took place here in the Salt Wash along with historic drilling. Energy Fuels has limited information on the past exploration. There is limited potential for undiscovered mineralization in the south, deeper portion of the lease. Energy Fuels has performed RILOR on this lease for part of the cumulative annual advanced royalty for all of Energy Fuels’ DOE lease tracts. No exploration drilling has been conducted by Energy Fuels.
  • C-AM-19A : In a letter dated June 25, 2009, DOE notified EFRC that two of the lease tracts on Atkinson Mesa were relinquished by the high bidder. These leases, C-AM-19A and C-AM-20 (see below), were offered to the Company as the next highest bidder. Energy Fuels accepted both leases. Atkinson Mesa is in the heart of the Uravan Mineral Belt and has seen significant past production. The The Atomic Energy Commission (the “AEC” ) conducted exploration in many areas of the Uravan Mineral Belt in the late 1940’s resulting in land withdrawals that became the lease tracts. The United States Geological Survey (USGS) performed extensive exploration drilling in the early 1950’s. Besides the King Solomon mine (see C-AM-19, below), total historic production from Atkinson Mesa has exceeded 1,092,900 lbs. of U 3 O 8 and 5.6 million lbs. of V 2 O 5 . Much of this was from patented claims covering the Salt Wash outcrop on the south and west benches of Atkinson Mesa (called the Dolores Bench). Energy Fuels purchased 18 patented Dolores Bench claims from Umetco in May 2012. Energy Fuels has done a cursory engineering examination to ascertain the extent and conditions of the workings of some of the mines. The mines explored were generally found to be in very good condition throughout. The condition of the mines indicate a reasonable prospect in the future of successfully rehabilitating the workings for access to the southern part of C-AM-19A, and adjoining lease blocks. Energy Fuels has performed RILOR on this lease for part of the cumulative annual advanced royalty for all of Energy Fuels’ DOE lease tracts. No exploration drilling has been conducted by Energy Fuels.
  • C-AM-20: This lease is contiguous to the east of C -AM-19A (see above). Cotter Corporation held these leases in the 1970’s and did considerable drilling, later transferring them to Umetco. Energy Fuels has performed RILOR on this lease for part of the cumulative annual advanced royalty for all Energy Fuels’ DOE lease tracts. No exploration drilling has been conducted by Energy Fuels.

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  • C-AM-19: Energy Fuels acquired this lease from Zenith Minerals, with DOE approval of the assignment for a 2% overriding royalty to Zenith Minerals. This lease is contiguous on the west side of Energy Fuels’ C-AM-19A lease (see above). It was the site of the King Solomon mine. The King Solomon mine, after consolidation with several smaller mines on contiguous patented claims (now owned by Energy Fuels) was one of the largest mines in the Uravan Mineral Belt, producing over 6 million lbs. of U 3 O 8. No exploration drilling has been conducted by Energy Fuels.
  • C-CM-24 : Several well mineralized historic drill holes exist on the lease. It is located on Club Mesa in the heart of the Uravan Mineral Belt and has seen significant historic production. Energy Fuels drilled eight holes in 2009, with depths ranging from 280-340 feet. The drilling concentrated on the southwestern corner of the lease block. This area has had favorable drill results in the past with a fairly well defined deposit. Over all, the sandstone thickness was favorable in most holes and intercepts were at the same depths as the information from previous drilling showed. Three holes intercepted mineralized zones ranging from 1.5 ft. of 0.018% eU 3 O 8 to 6.5 ft. of 0.095% eU 3 O 8, including 2.0 ft. of 0.182% eU 3 O 8.
  • C-G-26: This lease and C -G-27 (see below) are at the northern end of the Uravan Mineral Belt, in the Gateway district. Pioneer Uravan drilled extensively on this lease in the late 1970’s. Energy Fuels purchased historic data from the previous operators. This data contains all the original Pioneer Uravan logs and maps which, when fully evaluated, will result in a resource estimate that will be 43-101 compliant. Energy Fuels drilled six holes in November 2009, totaling 3,680 feet. The holes locations were chosen as an attempt to expand the historic resources near the southern edge of the lease, and not as close offsets for verification drilling. Low grade mineralization was found. Energy Fuels has performed RILOR on this lease for part of the cumulative annual advanced royalty for all Energy Fuels’ DOE lease tracts. A historic producing mine, the New Verde mine, occurs mostly on the HC claim block (described below), joining G-26 on the south, but the portal area lies on C-G-26 lease tract. The mine portal has been reclaimed by previous operators. In 2010, Energy Fuels personnel removed a bulkhead to inspect the workings on the DOE tract. The reconnaissance continued through the remainder of the mine on the adjoining unpatented claims. Approximately 4,800 feet of the main haulage was inspected. The examination advanced to an area that is approximately 300 feet south of the south boundary of the C-G-26 tract where the historic resources are located. The mine was generally found to be in very good condition throughout. The only water observed was contained in a sump. All these factors indicate a reasonable prospect in the future of successfully rehabilitating the workings for access to the southern part of C-G-26.
  • C-G-27: Pioneer Uravan drilled extensively on this lease in the late 1970’s. Energy Fuels’ current personnel evaluated the Pioneer Uravan data and estimate a moderate-sized historic resource occurs on the tract. Energy Fuels purchased some historic data on this property and has consulted with the previous operator of many of the historic small mines in the area. The historic data and anecdotal reports indicate many areas of drilled mineralization that have not been mined. Energy Fuels has performed RILOR on this lease for part of the cumulative annual advanced royalty for all Energy Fuels’ DOE lease tracts.

HC Claims (Calamity Mesa):

Energy Fuels has leased the HC claims (Calamity Mesa) property (45 claims) from Rimrock Exploration and Development, Inc. since March 8, 2007. Three drill projects have been completed on the HC claims in 2007, 2008, and 2009. The 2007 project focused on exploring near the southwest end of the historic New Verde mine. The other two projects were in the area just south of the historic resource north of the New Verde mine on the adjoining DOE lease, C-G-26. Energy Fuels has maps by the previous operator showing the mine workings and historic drilling. It will remain a low-priority exploration project until the DOE EIS is complete.

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Yellow Cat (Ethan and YC claim groups, plus Utah State leases):

The Ethan exploration project (32 claims and 2 Utah SITLA Leases) was purchased from Future Energy in 2006. Future Energy retained a 2% overriding royalty. The 206 YC claims are contiguous, as are the four other Utah SITLA Leases. Denison acquired the claims from WCUL in 2011. Historic drilling, mostly by Pioneer Uravan in the 1970’s has identified a moderate-sized deposit in the Salt Wash on this claim group. There has been no exploration by Energy Fuels to date, but the larger property is retained for the good potential due to location near historic mines and other historic drilling.

Mag Pie/Dry Creek:

Energy Fuels entered a Mining Lease Agreement with Sutherland Brothers Drilling in December 2010 covering 118 claims, of which 61 are still held. The property was originally offered to Energy Fuels by Zenith Minerals; however, Zenith Minerals still owed a rather large final installment to Sutherland Brothers. Zenith Minerals returned the property to Sutherlands, allowing for the Energy Fuels acquisition, with Zenith Minerals retaining a 2% overriding royalty. The property is on the north side of Gypsum Valley and includes several historic producing mines, including some of the Mexico group and the Sego mine. To the east of the Mag Pie property is the Dry Creek claims. These 100 claims were staked by Denison covering a prospective area with minor historic exploration drilling, some showing favorable conditions for uranium deposition.

Avocet:

Denison staked five claims in 2007 in an area known to contain a small historic deposit based on drilling by Cotter Corporation. The property is about 4½ miles southeast of the Whirlwind Mine.

West Lisbon JV (Mesa-BZU); DAR-RAD claims:

Energy Fuels and Mesa Uranium Corporation (along with its subsidiary, BZU Holdings, Inc.) formed a joint venture, called West Lisbon LLC, in May 2008 for future exploration on a group of 60 claims (the DAR group) located north and west of the north end of the Lisbon Valley uranium district. Energy Fuels is the manager for both exploration and mining on the joint venture properties. The most prospective target is the basal channel sandstones and conglomerates of the Triassic Chinle formation, known as the Moss Back member. The Moss Back has produced approximately 70,000,000 lbs. of U 3 O 8 from historic mines in the Lisbon Valley/Big Indian District. The underlying Permian Cutler formation is also prospective, consisting of interbedded sandstones and mudstones. There has been about 8,000,000 lbs. of uranium produced from the Cutler in the same district. An angular unconformity exists between the Chinle and the Cutler with the Cutler dipping steeper to the west than the Chinle beds. Deposits in the Cutler form where Cutler sandstones are in contact with the Moss Back, and continue short distances down dip of the contact. The Chinle and Cutler target horizons range from about 1,000 feet to 1,350 feet deep. Historic wide-spaced exploration drilling by Energy Fuels Nuclear in the late 1980’s encountered scattered mineralization (from 0.02% up to 0.22% eU 3 O 8 ) in 50% of the holes drilled on land now covered by the DAR claims.

On December 1, 2010, an amendment was made to add 34 more claims to the West Lisbon LLC. The RAD claims were staked by BZU Holdings in April 2007. Mesa offered these to West Lisbon LLC under the same terms as the DAR; that is a 50:50 shared expenditure agreement to conduct exploration. The RAD claims lie contiguously along the east side of the DAR group. This is the up-dip direction where the target horizons are somewhat shallower. The RAD group boundary is less than ½ mile west of the historic producing North Alice (slightly over 4.5 million pounds historic production), Far West, and Radon mines.

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Due to the lack of data, Energy Fuels does not carry any historic resources on the DAR claims, nor on the newly acquired RAD group. Vanadium occurs in both the Chinle and Cutler at concentrations too low to be economic in the northern Lisbon Valley District. No exploration drilling is planned until there is a sustained higher price for uranium.

Arizona Strip:

On June 30, 2008 the Company along with Royal USA Inc. (a subsidiary of Aldershot) completed the formation of the Arizona Strip Partners LLC ( “ASP” ), a joint venture created to explore uranium properties on the Arizona Strip located in Northern Arizona. The Company acquired Royal USA Inc.’s interest in the joint venture on October 1, 2012 (See “Mineral Projects – Sage Plain Project” ), giving the Company a 100% interest in ASP.

ASP currently owns a number of mining claims in Arizona that are in the exploration stage, and have no underground or surface facilities. No exploration expenditures are planned for these claims in FY 2013.

Cedar Mountain:

Energy Fuels acquired control of this project in the 2009 acquisition of Magnum USA. It is an exploration play. It consists of one SITLA LEASE in Section 36, T18S, R10E, S.L.M., and 29 federal lode mining claims. The Cedar Mountain property lies just west of the north-plunging axis of the San Rafael Swell, about 20 miles northwest of the San Rafael Project area. The deposit lies wholly in Section 36, which is a plateau capped by the Buckhorn Conglomerate. Below the Buckhorn is the Brushy Basin Member of the Jurassic Morrison Formation composed of fine-grained clastic rocks including claystone, limy claystone and mudstone, mudstone, siltstone, and sandstone. The uranium mineralization is situated in the upper portion of the Brushy Basin. A total of 61 holes have been drilled in the area of the deposit. Mineralized intercepts range from 1.5 - to 68-feet thick, but average about 25-feet thick. Corrected grades (due to disequilibrium) range as high as 0.16% eU 3 O 8 , but average about 0.052% eU 3 O 8 . Holes containing material grading up to 0.6% eU 3 O 8 and 0.7% eU 3 O 8 exist west of and below the plateau rim and have not been off-set. Mineralization is about 100 to 120 feet below the surface.

Martinez Canyon:

Energy Fuels acquired control of this project in the 2009 acquisition of Magnum USA. It is an exploration property with a drilled-out resource in need of confirmation drilling. The property lies four miles SSE of Canillon, New Mexico and within the Carson National Forest, Rio Arriba Co., New Mexico. It consists of 18 federal lode mining claims (MAG claims) staked by Magnum USA with no royalty. The core MAG claims overlay 10 “BB” claims, owned by Betty Tucker. These cover the known deposit. The conflict with Tucker needs to be resolved. It is a typical channel-controlled and/or fault-related deposit hosted in the upper portion of the Jackpile Member of the Jurassic Morrison Formation. Most of the uranium is located at a depth of 200-250 feet below the surface. The project is located in northern New Mexico at the southern edge of the Chama Basin. Outcrop exposure is poor throughout the project area; however an abundance of ferruginous quartzose sandstone occurs as float at the surface over the resource and is thought to be Dakota sandstone. Mineralization occurs at the top of the Jackpile member of the underlying Morrison Formation.

Wyoming - 35-75 Property:

Magnum USA acquired a 1,080 acre land package located in Converse County, Wyoming via a combination of staking and leasing. The property is comprised of 26 federal lode mining claims and two private leases. During 2006, Magnum USA purchased geological data on the 35-75 property for $200,000. In November 2007, Magnum USA announced a large and statistically significant radon anomaly on its 35-75 property. The alpha track radon survey discovered an anomaly which is approximately 2,500 feet long and 2,000 feet wide covering an area of 87 acres.

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This property is immediately adjacent to Cameco Corporation’s Smith Ranch ISR operation. During FY-2010 the Company conducted discussions with several parties regarding the sale of the property; however, the Company did not receive any offers for the property and, accordingly, wrote off $404,000 in acquisition and deferred costs associated with this property.

The 35-75, Wild Buck, and Turnercrest (also Wyoming properties acquired with the Magnum acquisition in 2009) were sold to Tigris Uranium in November 2011 for approximately $400,000.

Burnt Pond, Newfoundland:

Energy Fuels holds a 100% interest in the Newfoundland property known as Burnt Pond which is prospective for both zinc and copper, consisting of 20 mining claims totalling 725 hectares. The property is located approximately 38 kilometers east of Buchans and approximately 55 kilometers west of Grand Falls in the Tally Pond Belt of volcanic and sedimentary rocks of central Newfoundland. In April 2008, the Burnt Pond mining claims were transferred to Energy Fuels Exploration, Inc. a 100%-owned subsidiary of Energy Fuels Inc.

In August 2008, Energy Fuels personnel reviewed core data samples held by the Canadian Government and were granted permission to access raw data from a forthcoming survey to be completed by adjacent property holders. Following the review and interpretation of such data, the Company explored the possibility of optioning the property to another mining company for further exploration. There is no expenditure commitment on this property. The annual cost to maintain this property is approximately $600.

Due to uncertainty regarding the ability to sell the property or enter into a joint venture with another mining company operating in the same area, the Company chose to write-off all costs incurred to date in the amount of $0.68 million.

Athabasca Basin, Saskatchewan:

In January 2006, Magnum Uranium Corp. ( “MUC” ), a wholly-owned subsidiary of the Company, completed the acquisition of a 100% interest in 416,000 acres in Saskatchewan, Canada. Since that time, the property position has been reduced to less than 50,000 acres. The property acquired by MUC has an estimated maximum depth to the Basin floor at the western edge of 600 meters.

In May 2007, MUC entered into a joint venture agreement with Triex Minerals Corporation ( “Triex” ) providing Triex with the right to acquire up to a 70% interest in a portion of the Athabasca claim position known as the Stony Road. As of April 30, 2009, Triex had incurred exploration expenditures of approximately $2.00 million earning its first option and a 60% interest in the property. At that point, Triex notified MUC that it did not intend to exercise its second option for an additional 10% interest and accordingly, a 60/40 joint venture will go forward with Triex as operator.

In March 2009, Triex completed drilling on a high priority target identified by programs conducted by MUC during 2007 to 2008. The results reported by Triex from the drilling did not yield results that encouraged continued investment in the Stony Road property, therefore Triex wrote off their costs invested in Stony Road in the amount of $2.07 million at the end of their fiscal year ended July 31, 2009.

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As a result of the Triex write-off and the fact that the Company’s Athabasca Basin properties fall outside its core area of interest, the Company elected to write-off all costs associated with the Athabasca Basin properties, which totalled $2.85 million

Historical Estimates

On several of Energy Fuels’ mineral properties, estimates of Mineral Reserves or Mineral Resources have not been prepared in accordance with NI 43-101; however, historical mineral resource estimates exist for the projects, as discussed below. A Qualified Person within the meaning of NI 43-101 has not done sufficient work to classify these historical estimates as current Mineral Resources or Reserves. The Company is not treating the following historical estimates as current Mineral Resources or Reserves.

In 2007, Denison acquired five uranium deposits located in the Arizona Strip district in northeastern Arizona from Pathfinder, including four breccia pipe type deposits (EZ 1, EZ 2, WHAT and DB 1) and a sandstone hosted deposit occurring at surface and gradually becoming deeper towards the north (Moonshine Springs). These properties were all acquired by Energy Fuels when it acquired the US Mining Division on June 29, 2012.

Shown below are the historical mineral resource estimates for the DB 1 and Moonshine Springs deposits as presented by Pathfinder to Denison and estimated in 1996. No cut-off grades have been reported for the DB 1 breccia pipe deposit, while a 0.05% U 3 O 8 cut-off has been used for Moonshine Springs.

Pathfinder Historical Estimates (1)(2)

 

Tons

Grade

Pounds of U 3 O 8

Deposit

(,000)

% U 3 O 8

(,000)

 

 

 

 

DB 1

103.6

0.44%

905

Moonshine Springs

761.7

0.16%

2,483

Notes:

(1)

The historical estimates do not comply with the requirements of NI 43-101. CIM definitions are not used.

(2)

The historical estimates cannot be verified and the estimates are not necessarily indicative of the mineralization on the property.

The Pathfinder historical estimates are based on data, reports and documentation obtained from COGEMA Mining Inc. (now AREVA), which have not been verified by Energy Fuels. The properties will require considerable further evaluation to upgrade this historical estimate to a current Mineral Resource estimate, which Energy Fuels’ management and consultants intend to carry out in due course.

On the Colorado Plateau district, the Company mined uranium and vanadium bearing ore from its Sunday and Rim mines from November 1997 to mid-1999, then the Topaz, Sunday/St. Jude and West Sunday mines beginning in 2008 to 2009, and mined such ores from its Pandora and Beaver mines until October 2012.

The mineral resource estimates shown below are based on historical estimates prepared by EFN prior to 1997, adjusted for production from the Colorado Plateau mines.

Colorado Plateau Historical Estimate (1)(2)(3)(4)

 

Mineral Tons

 

Pounds U 3 O 8

 

Pounds of V 2 O 5

 

(,000)

% U 3 O 8

(,000)

%V 2 O 5

(,000)

Colorado Plateau

1,168

0.21

4,995

1.19

27,909

Notes:

(1) These estimates relate to the La Sal Complex (including the Beaver, Pandora La Sal mines and Redd Block properties), the Sunday Mines Complex (including the Sunday, West Sunday, Carnation, St. Jude and Topaz mines), and the Rim and Van 4 mines.
(2)

The historical estimate does not comply with requirements of NI 43-101. CIM definitions are not used.

(3)

The historical estimate cannot be verified and the estimate is not necessarily indicative of the mineralization on the property.

(4)

The historical estimate has been adjusted by Energy Fuels to reflect actual mine production by Energy Fuels.

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The Colorado Plateau historical estimates are based on data, reports and documentation obtained from and prepared by previous operators. Much of the historic information is derived from a 1996 report prepared by EFN and has not been verified by the Company.

Generally, EFN considered a minimum thickness of 1.0 foot of 0.2% eU 3 O 8 in drill holes as “ore” in their “mineable reserves” category. They also considered broken rock with grades down to 0.1% eU 3 O 8 as “ore” in their “mineable reserves” category.

EFN provides a definition of “mineable reserves” as “an estimate of quantities of mineralized material that can be mined and processed at current costs, and sold into a Commodities Market at reasonably projected price levels accounting for mining dilution, mining extraction, and process recoveries. They are comparable to the categories Measured and Indicated Reserves, as defined in USGS Circular 831.”

The properties will require considerable further evaluation to upgrade this historical estimate as a current Mineral Resource estimate, which Energy Fuels’ management and consultants intend to carry out in due course.

Quality Assurance and Quality Control Procedures and Protocols

The following section details the Quality Assurance and Quality Control (“ QA/QC ”) procedures and protocols for all exploration programs operated by Energy Fuels.

All uranium exploration technical information is obtained, verified and compiled under a formal QA/QC assurance and quality control program in the southwestern United States. The following details the protocols used by all Energy Fuels staff and consultants.

Processes for Determining Uranium Content by Gamma Logging

Exploration for uranium deposits in the southwest United States typically involves identification and testing of permeable sandstones within reduced sedimentary sequences. The primary method of collecting formation is through extensive drilling and the use of down hole geophysical probes. The down hole geophysical probes measure natural gamma radiation, from which an indirect estimate of uranium content can be made.

The radiometric (gamma) probe measures gamma radiation which is emitted during the natural radioactive decay of uranium. The gamma radiation is detected by a sodium iodide crystal, which when struck by a gamma ray emits a pulse of light. This pulse of light is amplified by a photomultiplier tube, which outputs a current pulse. The gamma probe is lowered to the bottom of a drill hole and data is recorded as the tool is withdrawn up the hole. The current pulse is carried up a conductive cable and processed by a logging system computer which stores the raw gamma cps data.

If the gamma radiation emitted by the daughter products of uranium is in balance with the actual uranium content of the measured interval, then uranium grade can be calculated solely from the gamma intensity measurement. Down hole cps data is subjected to a complex set of mathematical equations, taking into account the specific parameters of the probe used, speed of logging, size of bore hole, drilling fluids and presence or absence of and type of drill hole casing. The result is an indirect measurement of uranium content within the sphere of measurement of the gamma detector.

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The basis of the indirect uranium grade calculation (referred to as "eU 3 O 8 " for "equivalent U 3 O 8 ") is the sensitivity of the sodium iodide crystal used in each individual probe. Each probe's sensitivity is measured against a known set of standard "test pits," with various known grades of uranium mineralization, located at the DOE’s Grand Junction, Colorado office. The ratio of cps to known uranium grade is referred to as the probe "K-Factor," and this value is determined for every gamma probe when it is first manufactured and is also periodically checked throughout the operating life of each probe. Application of the K-Factor, along with other probe correction factors, allows for immediate grade estimation in the field as each drill hole is logged.

Core Sampling, Processing, and Assaying

Core samples are collected for a number of purposes: verification of lithology as determined from geophysical logging and examination of drill cuttings, determination of uranium content as a general check of gamma probing to determine if gamma measurement and chemical uranium content are close to balance (this is referred to as "radiometric disequilibrium"), whole rock analysis, and specific geochemistry for uranium species and other minerals of interest. Typically core is only taken over select intervals of interest as identified from logging of drill holes. This reduces the amount of core through barren zones or horizons of no interest and greatly reduces overall exploration costs.

Core diameter is typically 2½ – 3¼ inches. For zones selected for laboratory analyses, one half of the core will normally be used. The minimum length of core submitted is usually one foot and the maximum length per sample is two feet. Sample intervals are selected by geologists in the field based on lithology, oxidation/reduction, and uranium grade (from gamma logging and from hand-held gamma counters).

Core samples are prepared at the White Mesa Mill in Blanding, Utah. Samples are crushed and then ground to -200 mesh. The sample pulps are split to 250 to 300 grams for laboratory work.

Quality Assurance and Quality Control Measures

Drill hole logging is conducted by Energy Fuels in-house personnel. The logging capabilities are designed specifically to meet Energy Fuels’ logging requirements in the southwest United States. The tools, and a complete set of spares, were manufactured by Mount Sopris Instrument Company in Golden, Colorado. Energy Fuels has retained the services of a senior geophysical consultant to oversee training, implementation, and quality control protocols for the southwest United States’ operations. All tools are checked and calibrated before being used in the southwest United States and a variety of system checks and standards are also established for routine checking and calibration of tools.

Drill hole logging data is stored on digital media in the logging truck at the exploration sites. The digital data are periodically brought in from the field locations to the Egnar, Colorado field office. The raw and converted logging data are copied and then sent via e-mail to Energy Fuels’ Denver, Colorado office, where all data is checked and reviewed.

Samples of drill core are chosen on the basis of radiometric data collected during core logging. This radiometric data is obtained by using a hand held scintillometer. The general concept behind the scintillometer is similar to the gamma probe except the radiometric pulses are displayed on a scale and the respective count rates are recorded manually by the geologist logging the core. The hand-held scintillometer provides quantitative data only and cannot be used to calculate uranium grades. However, it does allow the geologist to identify uranium mineralization in the core and to select intervals for geochemical sampling.

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Additional samples are collected above and below the horizons of interest in order to "close-off" sample intervals. Sample widths are selected according to radiometric values and lithologic breaks or changes. All reasonable efforts are made to ensure that splitting of the core is representative and that no significant sampling biases occur. Once the sample intervals are identified, an exclusive sample number is assigned each interval and recorded by the on-site geologist.

After the geological logging of the core and sample selection, all of the selected sample intervals of drill core are split longitudinally at the drill site. One half of the core is placed in a new sample bag along with a sample tag corresponding to the sample number. The other half of the core is re-assembled in the core box and stored for future reference. Samples are stored at the Egnar, Colorado office under the supervision of the project geologists and delivered to either the White Mesa Mill or Activation Laboratories Ltd. for preparation. As standard procedure, field duplicates are included in assay suites sent to the laboratories, and reference samples are used to verify laboratory controls and analytical repeatability.

T HE P IÑON R IDGE M ILL

On July 18, 2007, Energy Fuels acquired an 880 acre site approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which to build the proposed Piñon Ridge Mill. The site is large enough to accommodate the proposed mill, which would be the first conventional uranium mill to be constructed in the U.S. in over 30 years.

With the recent acquisition by the Company of the White Mesa Mill, the Company no longer needs to construct the Piñon Ridge Mill in order to meet its planned production for the foreseeable future. Therefore, the Company does not intend to proceed with construction of the mill at this time. However, the Company considers the licenses and permit to construct the Piñon Ridge Mill to continue to be valuable assets, which will allow the Piñon Ridge Mill to be constructed as a second mill in the western United States, should market conditions warrant. As a result the Company intends to continue to finalize the permitting process for Piñon Ridge.

Initial engineering studies indicate the Piñon Ridge Mill would be designed with a capacity of 500 tons per day (tpd) of ore throughput, with a design footprint that could be expanded to 1,000 tpd if market conditions warrant and subject to the regulatory approval process for permit modification. In addition, the mines in the Uravan Mining District produce vanadium as a mineral associated with uranium. The presence of vanadium in these deposits effectively lowers the cost of uranium extraction. At historical U 3 O 8 and V 2 O 5 grades typical for the region, the Piñon Ridge Mill would be designed to produce between 1.6 million and 2.0 million pounds of U 3 O 8 and 5 million to 8 million pounds of V 2 O 5 per year.

In July of 2008, Energy Fuels applied to Montrose County, Colorado, for a Special Use Permit for the Piñon Ridge Mill, requesting that the land use designation for the 880 acre mill site be changed from “General Agricultural” to “Mineral Resource Operation Facility”. The county permitting process required Energy Fuels to work through three levels of County regulation including the West End Planning Advisory Committee, the Montrose County Planning Commission, and the Montrose County Board of County Commissioners ( “MCBOCC” ). There were a total of six public meetings with three separate project presentations and more than 30 hours of testimony from over 300 interested parties, including residents of Montrose County, and many from outside the county. On September 30, 2009, the Special Use Permit was unanimously approved by the MCBOCC. On October 30, 2009, a complaint was filed by Sheep Mountain Alliance ( “SMA” ), a non-governmental organization, against the MCBOCC citing technical deficiencies in the permitting process. On February 4, 2011, Judge James Schum of the State of Colorado District Court in Montrose County denied the legal challenge by SMA. On March 18, 2011, SMA appealed the District Court’s decision to the Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals upheld the District Court’s decision. SMA did not appeal this decision to the Colorado Supreme Court. Therefore the Special Use Permit is final and cannot be appealed further. The Special Use Permit has a term of 7 years, after which it must be renewed.

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On November 18, 2009, Energy Fuels filed its application with the CDPHE for a Radioactive Materials License (the “Piñon Ridge License” ) for the Piñon Ridge Mill. On December 18, 2009, Energy Fuels was notified by the CDPHE that the License application was determined to be complete. That decision moved the application into the technical adequacy review process, which is driven by compliance with applicable regulations and based on design and findings of fact regarding environmental impacts, operations, and health and safety for the community and mill employees.

During the technical phase of the license application review process, Energy Fuels received four Requests for Information ( “RFI” ) from the CDPHE regarding technical questions on the License application. This is standard process and the Company submitted its final response to the RFI’s on November 12, 2010. Energy Fuels also conducted two mandatory public hearings during the technical review phase. The first meeting was held on January 21, 2010 in Nucla, Colorado and the second meeting was held on February 17, 2010 in Montrose, Colorado. The CDPHE held five additional public hearings in towns located in Montrose and San Miguel counties during June 2010 and July 2010. All meetings were well attended with testimony presented by both supporters and opponents.

On April 19, 2010, Montrose County submitted its comments to the CDPHE regarding the Environmental Report for the Piñon Ridge Mill. This action established the statutory deadline of January 17, 2011 for a decision by the CDPHE on the License application. On January 5, 2011, Energy Fuels was granted conditional approval by the CDPHE for the License. The conditional approval granted Energy Fuels 60 days to review the License and to decide whether to request a formal hearing on any terms and conditions of the License. Energy Fuels did not request a hearing and accordingly, the CDPHE License approval became final on March 7, 2011. The License approval was the most significant hurdle to be completed before Energy Fuels is allowed to build and operate the Piñon Ridge Mill.

On February 8, 2011, SMA filed a complaint in State District Court, City and County of Denver, Colorado, against CDPHE and named the Company’s wholly-owned subsidiary, EFRC, as an indispensable party whose rights are directly affected by the disposition of the case. The complaint sought to invalidate the issuance of the License to EFRC by CDPHE and alleges that the License was issued without compliance with the substantive and procedural requirements of Colorado Radiation Control Act and the federal Atomic Energy Act, both of which are implemented by the CDPHE.

On February 23, 2011, the CDPHE filed a comprehensive motion to dismiss SMA’s lawsuit. On March 10, 2011, EFRC filed its own motion to dismiss SMA’s lawsuit. On May 25, 2011, the motions by CDPHE and EFRC to dismiss were denied by the court. The decision by the court addressed issues of jurisdiction and standing of the plaintiffs and did not review or address any facts or substantive aspects of the complaint. In November 2011, the Towns intervened as additional plaintiffs.

On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the CDPHE and Energy Fuels on the ten substantive environmental, health and safety claims in the lawsuit challenging the CDPHE’s issuance of the License to Energy Fuels for the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, SMA and the Towns, on one procedural claim, ordering an administrative hearing. The License was set aside, pending the outcome of the hearing. The hearing was conducted on November 7, 2012 to November 13, 2012. In accordance with the District Court’s June 13, 2012 order, CDPHE must issue a new License decision by April 2013.

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On October 11, 2012, prior to the administrative hearing, the Company announced a settlement with the Town of Telluride and San Miguel County, Colorado. As a result of this settlement, these entities did not participate in the administrative hearing. The Town of Ophir remains a party, but is no longer represented by counsel. In its settlement with the Town of Telluride and San Miguel County, the Company agreed to an increase in the reclamation surety for the Piñon Ridge Mill up to $15 million, and agreed to certain monitoring, transportation and other obligations, all of which would apply only upon construction of the Piñon Ridge Mill.

Aside from the License, the remaining primary permit to be received is an air quality permit from CAPCD. After submittal of the Reasonably Available Control Technology Report on April 29, 2010 and the Air Dispersion Modeling Report on May 28, 2010, the air quality permit application was determined to be complete. The air modeling for the project was approved by CAPCD in August 2012, and a draft permit has been prepared. A permit decision is expected in early 2013 after a public comment period.

E NVIRONMENTAL AND S AFETY M ATTERS

The Company has adopted an Environmental, Health and Safety Policy (the “ EHS Policy ”) that affirms Energy Fuels’ commitment to environmentally responsible management and compliance with occupational health and safety laws. Under the EHS Policy, the Company has committed to run its operations in compliance with applicable legislation, in a manner that minimizes the impact on our ecosystem. The EHS Policy mandates the use of regular monitoring programs to identify risks to the environment, to the public and Energy Fuels’ employees, and to ensure compliance with regulatory requirements. The EHS Policy also sets out Energy Fuels’ requirement to train its employees regarding environmental and health and safety compliance and best practices and to provide adequate resources in this regard. Finally, the EHS Policy requires regular reporting to the Board regarding the Company’s compliance and the results of the Company’s monitoring.

White Mesa Mill

The White Mesa Mill processed conventional ore through March 2012, at which time processing ceased for maintenance work. Conventional ore processing resumed in August 2012. The alternate feed circuit was operating throughout FY-2012. The Mill operations registered one lost time accident in 2012, ending the mill’s record of 1.6 million man-hours without a lost time accident.

Prior to Energy Fuels’ acquisition of the US Mining Division, chloroform contamination at the White Mesa Mill site that appears to have resulted from the operation of a temporary laboratory facility that was located at the site prior to and during the construction of the Mill facility, and from septic drain fields that were used for laboratory and sanitary wastes prior to construction of the mill’s tailings cells. In April 2003, Denison commenced an interim remedial program of pumping the chloroform contaminated water from the groundwater to the Mill’s tailings cells. This will enable the Company to begin cleanup of the contaminated areas and to take a further step towards resolution of this outstanding issue. Pumping from the wells continued in 2012. Energy Fuels is continuing to work with the State of Utah to develop a long-term Corrective Action Plan. A draft Corrective Action Plan was submitted and is currently being reviewed by the State. While the investigations to date indicate that this chloroform contamination appears to be contained in a manageable area, the scope and costs of final remediation have not yet been determined and could be significant.

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In 2008, elevated concentrations of nitrate and chloride were observed in some monitoring wells at the White Mesa Mill site, a number of which are upgradient of the mill’s tailings cells. Pursuant to a Stipulated Consent Agreement with UDEQ, Denison retained INTERA, Inc., an independent professional engineering firm, to investigate these elevated concentrations and to prepare a Contamination Investigation Report for submittal to UDEQ. The investigation was completed in 2009 and the Contamination Investigation Report was submitted to UDEQ in January 2010. INTERA concluded in the Report that: (1) the nitrate and chloride are co-extensive and appear to originate from the same source; and (2) the source is upgradient of the Mill property and is not the result of Mill activities. UDEQ reviewed the Report and concluded that further investigations were required before UDEQ can determine the source of the contamination or assign the responsibility for clean up. Such investigations were performed in 2010 and 2011, but were considered to be inconclusive by UDEQ. As a result, after over two years of investigation, it has been determined that there are site conditions that make it difficult to ascertain the source(s) of contamination at the site, and that it has therefore not been possible to date to determine the source(s), causes(s), attribution, magnitudes of contribution, and proportion(s) of the local nitrate and chloride in groundwater. For those reasons, UDEQ has decided that it cannot eliminate Mill activities as a potential cause, either in full or in part, of the contamination. Denison and UDEQ therefore agreed that resources will be better spent in developing a Corrective Action Plan, rather than continuing with further investigations as to the source(s) and attribution of the groundwater contamination. Pursuant to a revised Stipulated Consent Agreement, Denison submitted to UDEQ in November 2011 a draft Corrective Action Plan for remediation of the contamination, which involves a program of pumping the nitrate contaminated groundwater to the mill’s tailings cells, similar to the chloroform remedial program. UDEQ approved the Corrective Action Plan on December 12, 2012. Although the contamination appears to be contained in a manageable area, the scope and costs of final remediation have not yet been determined and could be significant.

During 2011 and 2012, the White Mesa Mill reported consecutive exceedances of Groundwater Compliance Limits ( “GWCLs” ) under the White Mesa Mill’s Groundwater Discharge Permit ( “GWDP” ) for several constituents in several wells, and there are decreasing trends in pH in a number of wells across the site that have caused the pH in a number of compliance monitoring wells to have dropped below their GWCLs. These exceedances and pH trends include wells that are upgradient of the Mill facilities, far downgradient of the Mill site and at the site itself. These consecutive exceedances of GWCLs have resulted in violations of the GWDP, and the Company is in the process of evaluating and further characterizing the exceedances and trends, pursuant to a plan and schedule that has been approved by UDEQ. However, given the fact that trends in a number of constituents at the site have previously been determined to have been the result of natural causes, and that the exceedances and trends that have been recently identified and are the subject of current violations are widespread and include wells that are up-gradient and far down-gradient from the activities at the White Mesa Mill, the Company believes that these recently identified consecutive exceedances and trends are not the result of activities at the Mill. If the exceedances and trends are determined to be the result of natural causes, then the applicable GWCLs may have to be re-evaluated. If the exceedances are determined to be caused by activities at the White Mesa Mill, than a corrective action plan for remediation would be required, the scope and costs of which would have to be determined and could be significant.

Reclamation

The White Mesa Mill is subject to decommissioning liabilities. Energy Fuels, as part of White Mesa License, is required to annually review its estimate for the decommissioning of the White Mesa Mill site and submit it to UDEQ for approval. The estimate of closure costs for the Mill is $20.3 million as of the date of this AIF, and financial assurances are in place for the total amount.

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Mines

The Company acquired the US Mining Division on June 29, 2012. Since that time, the Company had five active mining operations, the Daneros, the Beaver and Pandora mines in the La Sal Complex in Utah, and the Arizona 1 and Pinenut mines in Arizona. On October 17, 2012, the Company placed the Daneros and Beaver mines on standby, pending improved market conditions, and the Pandora mine was placed on standby in December 2012. There are seven other mines, the Tony M, Whirlwind, Energy Queen, Rim, Topaz, St. Jude and West Sunday, which are on care and maintenance.

In 2011, Energy Fuels’ Arizona 1 mine received the 2010 U.S. Department of Labor’s MSHA Sentinels of Safety Award in the small underground metal mine category. In 2010, the Arizona 1 mine personnel worked a total of 56,417 injury-free hours. The Daneros mine in Utah was recognized as a runner up with a total of 23,674 injury-free hours. The Sentinels of Safety Award acknowledges the men and women at those mines in the United States that have worked the most employee-hours without experiencing a lost-time injury.

There was one lost time accident at the mining operations in FY-2012.

Reclamation

All of the Company’s mines in the U.S. are subject to closure and reclamation liabilities. The estimate of the reclamation costs for the various mining operations in Colorado, Utah, Arizona and Wyoming is $3.7 million. Financial bonds are in place for the total amount.

E MPLOYEES

At September 30, 2012, the Company had a total of 255 active employees in the United States. None of the Company’s employees are unionized.

In the United States, the Company also retains the services of White Mesa Inc., an independent local native-owned company that provides the services of 114 additional personnel to the White Mesa Mill and some mine operations.

G OVERNMENT R EGULATION

U.S. Uranium Industry

Uranium milling in the U.S. is primarily regulated by the NRC pursuant to the Atomic Energy Act of 1954 , as amended. Its primary function is to ensure the protection of employees, the public and the environment from radioactive materials and it also regulates most aspects of the uranium recovery process. The NRC regulations pertaining to uranium recovery facilities are codified in Title 10 of the Code of Federal Regulations.

On August 16, 2004, the State of Utah became an Agreement State for the regulation of uranium mills. This means that the primary regulator for the White Mesa Mill is now UDEQ rather than the NRC. At that time, the mill’s NRC Source Material License was transferred to the State and became a Radioactive Materials License. The State of Utah incorporates, through its own regulations or by reference, all aspects of Title 10 pertaining to uranium recovery facilities. The White Mesa License was due for renewal on March 31, 2007. Energy Fuels predecessor submitted its application for renewal of the license on February 28, 2007. A draft renewal license was published for comment by UDEQ in the 4 th quarter of 2011, and is expected to be re-published for comment in early calendar 2013. UDEQ is currently in the process of reviewing the public comments and performing additional environmental reviews. Energy Fuels expects that the renewed license will be issued by UDEQ by the end of FY 2013. During the period that the State is reviewing the license renewal application, the Mill can continue to operate under its existing Radioactive Materials License. The mill’s license was initially issued in 1980 and was renewed in 1987 and 1997.

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When the State of Utah became an Agreement State, it required that a GWDP be put in place for the White Mesa Mill. The GWDP is required for all similar facilities in the State of Utah, and specifically tailors the implementation of the State groundwater regulations to the Mill site. The State of Utah requires that every operating uranium mill have a GWDP, regardless of whether or not the facility discharges to groundwater. The GWDP for the Mill was finalized and implemented in March 2005. The GWDP required that the Mill add over 40 additional monitoring parameters and 15 additional monitoring wells at the site. The GWDP came up for renewal in 2010, and is currently in the renewal process. During the review period the Mill can continue to operate under its existing GWDP. The White Mesa Mill also maintains permit approvals for air emissions with UDEQ, Division of Air Quality.

The State of Colorado is also an Agreement State that regulates the licensing of uranium mills, including the proposed Piñon Ridge Mill. The primary state requirements for a uranium mill to operate in Colorado include a Radioactive Materials License and Air Quality Permit from the Colorado Air Pollution Control Division of CDPHE.

Uranium mining is subject to regulation by a number of agencies including (1) local county and municipal government agencies; (2) the applicable state divisions responsible for mining and protecting the environment within Utah, Colorado, Arizona and Wyoming; (3) the BLM and the USFS on public lands under their jurisdiction; (4) the U.S. Mine Safety and Health Administration (“MSHA”); (5) the EPA for radon emissions from underground mines; and (6) other federal agencies (e.g., U.S. Fish and Wildlife Service, U.S. Army Corp. of Engineers, DOE), where certain conditions exist. In addition, the Sheep Mountain project will be subject to regulation under the NRC, as a uranium processing facility and for permanent disposal of the resulting tailings. A review of the major permit for each mine is included above under “ Mineral Projects ”.

Energy Fuels is required to have export licenses issued by the NRC for its uranium exports. Such licenses are obtained by the Company as required.

Land Tenure

United States

The Company’s land holdings in the U.S. are held either by leases from the fee simple owners (private parties or the State) or unpatented mining claims located on property owned and managed by the U.S. Federal Government. Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required. Holders of unpatented mining claims are generally granted surface access to conduct mineral exploration and mining activities. However, additional mine permits and plans are generally required prior to conducting exploration or mining activities on such claims.

On July 9, 2009, BLM issued a Notice of Proposed Withdrawal ( “2009 Notice” ) under which it proposed that a total of approximately one million acres of public lands around the Grand Canyon National Park be withdrawn from location and entry under the Mining Law of 1872 (the “Mining Law” ), subject to valid existing rights. In the 2009 Notice, BLM stated that the purpose of the withdrawal, if determined to be appropriate, would be to protect the Grand Canyon watershed from any adverse effects of locatable hardrock mineral exploration and mining. The 2009 Notice segregated the lands from location and entry under the mining laws for up to two years to allow time for various studies and analysis, including appropriate National Environmental Policy Act ( “NEPA” ) analysis. In order to allow more time for BLM to complete its NEPA analysis, the U.S. Department of the Interior (the “DOI” ) published Public Land Order 7773 on June 21, 2011, which effected a six-month emergency withdrawal of the area. The emergency withdrawal prevented the lands from opening to location and entry under the Mining Law upon expiration of the two-year segregation while the DOI completed the decision–making process on the proposed withdrawal. The emergency withdrawal was effective July 21, 2011 to January 20, 2012. During the two-year segregation and six month emergency withdrawal, the BLM, along with its cooperating agencies, completed various studies and analyses of resources in the withdrawal area, including an EIS under NEPA. These studies and analyses were undertaken to provide the basis for the final decision regarding whether or not to proceed with the proposed withdrawal or to select an alternative action. Based on this analysis, on January 9, 2012, the DOI announced its final decision to withdraw from location and entry under the Mining Law, subject to valid existing rights, the total of approximately one million acres of lands originally proposed in the 2009 Notice (the “Withdrawn Lands” ), for a 20-year period. Lawsuits challenging this decision have been filed by various industry groups and interested parties.

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No new mining claims may be filed on the Withdrawn Lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes the discovery of a valuable mineral deposit.

All of the Company’s Arizona Strip properties, with the exception of its Moonshine Springs property and certain exploration properties held by the Company’s subsidiary, Arizona Strip Partners LLC, are located within the Withdrawn Lands. BLM is currently undertaking a mineral examination on the Company’s EZ Complex, in conjunction with its review of the Company’s proposed PO for that project. Mineral examinations are not required for the Company’s Arizona 1 and Pinenut mines, which have previously approved POs and are currently undergoing mining activities. Although the Company’s Canyon Mine also has an approved PO, and a mineral examination is not required, the USFS performed a mineral examination on that project in 2012 and concluded that the Canyon Mine’s claims constitute valid existing rights, and that mining may continue to proceed on the Canyon Mine.

The Company believes that all of its material Arizona Strip projects within the Withdrawn Lands are on valid mining claims that will each withstand a mineral examination. However, market conditions may postpone or prevent the performance of mineral examinations on certain properties and, if a mineral examination is performed on a property, there can be no guarantee that the mineral examination would not result in one of more of the Company’s mining claims being considered invalid, which could prevent a project from proceeding.

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RISK FACTORS

There are a number of factors that could negatively affect Energy Fuels’ business and the value of the Common Shares, including the factors listed below. The following information pertains to the outlook and conditions currently known to Energy Fuels that could have a material impact on the financial condition of Energy Fuels. Other factors may arise in the future that are currently not foreseen by management of Energy Fuels that may present additional risks in the future. Current and prospective security holders of Energy Fuels should carefully consider these risk factors.

U RANIUM AND V ANADIUM P RICE F LUCTUATIONS

The results of the Company’s operations are significantly affected by the market price of uranium and vanadium which are cyclical and subject to substantial price fluctuations. The Company’s earnings and operating cash flow are and will be particularly sensitive to the change in the long and short term market price of uranium and vanadium. Among other factors, these prices also affect the value of the Company’s reserves and inventories and the market price of the Company’s common shares.

Market prices can be affected by numerous factors beyond the Company’s control. With respect to uranium, such factors include, among others: demand for nuclear power, political and economic conditions in uranium producing and consuming countries, public and political response to a nuclear incident, reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails, sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants, uranium supply, including the supply from other secondary sources and production levels and costs of production. With respect to vanadium, such factors include, among others: demand for steel, political and economic conditions in vanadium producing and consuming countries, world production levels and costs of production. Other factors include levels of supply and demand for a broad range of industrial products, substitution of new or different products in critical applications for the Company’s existing products, expectations with respect to the rate of inflation, the relative strength of the US dollar and of certain other currencies, interest rates, global or regional political or economic crises and sales of uranium and vanadium by holders in response to such factors. If prices should decline below the Company’s cash costs of production and remain at such levels for any sustained period, the Company may determine that it is not economically feasible to continue commercial production at any or all of the Company’s mines or other facilities and may also be required to look for alternatives other than cash flow to maintain the Company’s liquidity until prices recover.

The recent fluctuations in the price of many commodities is an example of a situation over which the Company has no control and which could materially adversely affect the Company in a manner for which it may not be able to compensate. There can be no assurance that the price of any minerals produced from the Company’s properties will be such that any deposits can be mined at a profit.

The Company’s profitability is directly related to the market price of uranium and vanadium produced. The Company may from time to time undertake commodity and currency hedging programs, with the intention of maintaining adequate cash flows and profitability to contribute to the long term viability of the business. The Company anticipates selling forward in the ordinary course of business if, and when, the Company has sufficient assets and production to support forward sale arrangements. There are, however, risks associated with forward sale programs. If the Company does not have sufficient production to meet its forward sale commitments, it may have to buy or borrow (for later delivery back from production) sufficient product in the spot market to deliver under the forward sales contracts, possibly at higher prices than provided for in the forward sales contracts. Although the Company employs various pricing mechanisms within its sales contracts to manage its exposure to price fluctuations, there can be no assurance that such mechanisms will be successful.

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G LOBAL E CONOMIC D OWNTURN

In the event of a continued general economic downturn or a recession, there can be no assurance that the business, financial condition and results of operations of the Company would not be materially adversely affected. Current global financial conditions have been subject to increased volatility, and numerous commercial and financial enterprises have either gone into bankruptcy or creditor protection or have had to be rescued by governmental authorities. Access to public financing has been negatively impacted by sub-prime mortgage defaults in the United States, the liquidity crisis affecting the asset-backed commercial paper and collateralized debt obligation markets, massive investment losses by banks with resultant recapitalization efforts and a deterioration in the global economy. Although economic conditions have shown improvement in recent years, the recovery from the recession has been slow in various jurisdictions including in Europe and the United States and has been impacted by various ongoing factors including sovereign debt levels and high levels of unemployment, which continue to impact commodity prices and which have resulted in high volatility in currencies and global debt and stock markets.

These factors may impact the Company’s ability to obtain equity, debt or bank financing on terms commercially reasonable to the Company, or at all. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the trading price of the Company’s securities could continue to be adversely affected.

M ARKET P RICE OF S HARES

Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic conditions in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Company’s securities is also likely to be significantly affected by short-term changes in commodity prices, other mineral prices, currency exchange fluctuation, or in its financial condition or results of operations as reflected in its periodic earnings reports. Other factors unrelated to the performance of the Company that may have an effect on the price of the securities of the Company include the following: the extent of analytical coverage available to investors concerning the business of the Company may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect an investor's ability to trade significant numbers of securities of the Company; the size of the Company public float and its inclusion in market indices may limit the ability of some institutions to invest in the Company's securities; and a substantial decline in the price of the securities of the Company that persists for a significant period of time could cause the Company’s securities to be delisted from an exchange, further reducing market liquidity. If an active market for the securities of the Company does not continue, the liquidity of an investor's investment may be limited and the price of the securities of the Company may decline. If an active market does not exist, investors may lose their entire investment in the Company. As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the long-term value of the Company. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

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G OVERNMENTAL R EGULATION AND P OLICY R ISKS

Exploration, development, mining and milling of minerals and the transportation and handling of the products produced are subject to extensive federal, state and local laws and regulations governing, among other things, acquisition of the mining interests, maintenance of claims, tenure, expropriation, prospecting, exploration, development, mining, milling and production, price controls, exports, imports, taxes and royalties, labour standards, occupational health, waste disposal, toxic substances, water use, land use, Native American land claims, environmental protection and remediation, endangered and protected species, mine and mill decommissioning and reclamation, mine safety, transportation safety and emergency response and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating and closing the Company’s mines and processing facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact the Company’s decision as to whether to operate existing mines, or, with respect to exploration and development properties, whether to proceed with exploration or development, or that such laws and regulations may result in the Company incurring significant costs to remediate or decommission properties that do not comply with applicable environmental standards at such time. The Company expends significant financial and managerial resources to comply with such laws and regulations. The Company anticipates it will have to continue to do so as the historic trend toward stricter government regulation may continue. There can be no assurance that future changes in applicable laws and regulations will not adversely affect the operations or financial condition of the Company. New laws and regulations, amendments to existing laws and regulations or more stringent implementation of existing laws and regulations, including through stricter license and permit conditions, could have a material adverse impact on the Company, increase costs, cause a reduction in levels of, or suspension of, production and/or delay or prevent the development of new mining properties.

Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to the Company’s ownership of a property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions. These actions may result in orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Companies engaged in uranium exploration operations may be required to compensate others who suffer loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Should the Company be unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect on the Company. To the extent that the Company is subject to uninsured environmental liabilities, the payment of such liabilities would reduce otherwise available earnings and could have a material adverse effect on the Company. In addition, the Company does not have coverage for certain environmental losses and other risks as such coverage cannot be purchased at a commercially reasonable cost. Compliance with applicable environmental laws and regulations requires significant expenditures and increases mine development and operating costs.

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Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside the Company’s control. Any significant delays in obtaining or renewing such permits or licenses in the future could have a material adverse effect on the Company. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions, such as those imposed by the suspension agreement between the United States and Russia and the agreement between the United States and Russia related to the supply of Russian HEU into the United States. Changes in these policies and restrictions may adversely impact the Company’s business.

P UBLIC A CCEPTANCE OF N UCLEAR E NERGY AND C OMPETITION FROM O THER E NERGY S OURCES

Growth of the uranium and nuclear industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, including the risk of a nuclear incident, the industry is subject to public opinion risks that could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrates. Technical advancements in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and put additional pressure on the demand for uranium concentrates.

U RANIUM I NDUSTRY C OMPETITION AND I NTERNATIONAL T RADE R ESTRICTIONS

The international uranium industry, including the supply of uranium concentrates, is competitive. The Company markets uranium in direct competition with supplies available from a relatively small number of uranium mining companies, from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF6. The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of uranium available in the United States and Europe, which are the largest markets for uranium in the world.

A BILITY TO M AINTAIN O BLIGATIONS U NDER C ONVERTIBLE D EBENTURES AND O THER D EBT

The Company is required to satisfy certain financial covenants in order to maintain its good standing under the 22,000 floating-rate unsecured subordinated convertible debentures issued on July 24, 2012 (the “Debentures”). The Company may from time to time enter into other arrangements to borrow money in order to fund its operations and expansion plans, and such arrangements may include covenants that have similar obligations or that restrict its business in some way. Events may occur in the future, including events out of the Company’s control that would cause the Company to fail to satisfy its obligations under the Debentures or other debt instruments. In such circumstances, or if the Company were to default on its obligations under the Debentures or other debt instruments, the amounts drawn under the Company’s debt agreements may become due and payable before the agreed maturity date, and the Company may not have the financial resources to repay such amounts when due.

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A DDITIONAL F UNDING R EQUIREMENTS

The Company may need additional financing in connection with the implementation of its business and strategic plans from time to time. The exploration and development of mineral properties and the ongoing operation of mines, requires a substantial amount of capital and may depend on the Company’s ability to obtain financing through joint ventures, debt financing, equity financing or other means. The Company may accordingly have further capital requirements to take advantage of further opportunities or acquisitions. The Company’s financial condition, general market conditions, volatile uranium and vanadium markets, a claim against the Company, a significant disruption to the Company’s business or operations or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. Further, continuing volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or affect the ability of the Company, or third parties it seeks to do business with, to access those markets. There is no assurance that the Company will be successful in obtaining required financing as and when needed on acceptable terms, if at all.

D ILUTION FROM F URTHER E QUITY F INANCING

If the Company raises additional funding by issuing additional equity securities or securities convertible, exercisable or exchangeable for equity securities, such financing may substantially dilute the interests of shareholders of the Company and reduce the value of their investment.

N ATURE OF E XPLORATION AND D EVELOPMENT

The exploration and development of mineral deposits involve significant financial risks. Development of any of the exploration properties in which the Company has an interest will only follow upon obtaining satisfactory exploration results. The exploration and development of mineral deposits involve significant financial risks over an extended period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish mineral resources and mineral reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on the Company’s mineral resource properties will result in a profitable commercial mining operation.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things, the accuracy of reserve estimates, the particular attributes of the deposit, such as its size and grade, ability to economically recover commercial quantities of the minerals, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting and environmental protection. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits and availability of adequate financing. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

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It is possible that actual costs and economic returns of current and new mining operations may differ materially from the Company’s best estimates. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, take much longer than originally anticipated to bring into a producing phase, and to require more capital than anticipated.

C OMPANY S M INERAL R ESERVES AND R ESOURCES ARE E STIMATES

Mineral reserves and resources are statistical estimates of mineral content, based on limited information acquired through drilling and other sampling methods, and require judgmental interpretations of geology. Successful extraction requires safe and efficient mining and processing. The Company’s mineral reserves and resources are estimates, and no assurance can be given that the estimated resources are accurate or that the indicated level of uranium or vanadium will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production is possible, and during that time the economic feasibility of exploiting a discovery may change.

Mineral reserve and resource estimates for properties that have not commenced production are based, in many instances, on limited and widely spaced drill hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomes available or as actual production experience is gained. It should not be assumed that all or any part of the Company’s mineral resources constitute or will be converted into reserves. Market price fluctuations of uranium or vanadium as applicable, as well as increased production and capital costs or reduced recovery rates, may render the Company’s proven and probable reserves unprofitable to develop at a particular site or sites for periods of time or may render mineral reserves containing relatively lower grade mineralization uneconomic.

E NVIRONMENTAL R EGULATORY R EQUIREMENTS AND R ISK

The Company is required to comply with environmental protection laws and regulations and permitting requirements promulgated by federal agencies and various states and counties in which the Company operates, in connection with mining and milling operations. The uranium industry is subject not only to the worker health and safety and environmental risks associated with all mining businesses, but also to additional risks uniquely associated with uranium mining and milling. The Company expends significant resources, both financial and managerial, to comply with these laws and regulations. The possibility of more stringent regulations exists in the areas of worker health and safety, storage of hazardous materials, standards for heavy equipment used in mining or milling, the disposition of wastes, the decommissioning and reclamation of exploration, mining, milling and in-situ sites, climate change and other environmental matters, each of which could have a material adverse effect on the cost or the viability of a particular project.

The Company cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation is generally toward stricter standards, and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies, stricter interpretation of existing laws and stricter permit and license conditions, may necessitate significant capital outlays, may materially affect the Company’s results of operations and business or may cause material changes or delays in the Company’s intended activities. There can be no assurance of the Company’s continued compliance or ability to meet stricter environmental laws and regulations and permit or license conditions.

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The Company’s operations may require additional analysis in the future including environmental, cultural and social impact and other related studies. Certain activities require the submission and approval of environmental impact assessments. The Company cannot provide assurance that it will be able to obtain or maintain all necessary permits that may be required to continue operations or exploration and development of its properties or, if feasible, to commence construction or operation of mining facilities at such properties on terms that enable operations to be conducted at economically justifiable costs. If the Company is unable to obtain or maintain, licenses, permits or other rights for development of its properties, or otherwise fails to manage adequately future environmental issues, its operations could be materially and adversely affected.

O PPOSITION TO M INING M AY D ISRUPT B USINESS A CTIVITY

In recent years, governmental and non-governmental agencies, individuals, communities and courts have become more vocal and active with respect to their opposition of certain mining and business activities including with respect to the commencement and recommencement of mining at the Company's mines, such as the Canyon Mine. This opposition may take on forms such as road blockades, applications for injunctions seeking work stoppages, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavourable laws and regulations, and other rulings contrary to an entity’s interest. These actions can occur in response to current activities or in respect of mines that are decades old. Opposition to the Company’s business activities are beyond the Company’s control. Any opposition to the Company’s business activities may cause a disruption to the Company’s business activities and may result in increased costs and this could have a material adverse effect on the Company’s business and financial condition.

C OMPETITION FOR P ROPERTIES AND E XPERIENCED E MPLOYEES

The Company competes with other mining companies and individuals for mining interests on exploration properties and the acquisition of mining assets, which may increase its cost of acquiring suitable claims, properties and assets, and the Company also competes with other mining companies to attract and retain key executives and employees. There can be no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties and assets or in attracting and retaining skilled and experienced employees. The mining industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labour, and these shortages have caused unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules.

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L ITIGATION

The Company is subject to litigation arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price or failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty. If the Company is unable to resolve these disputes favourably, it may have a material adverse impact on the Company’s financial performance, cash flow and results of operations.

D ECOMMISSIONING AND R ECLAMATION

As owner and operator of the White Mesa Mill and numerous uranium and uranium/vanadium mines located in the United States and certain exploration properties, and for so long as the Company remains an owner thereof, the Company is obligated to eventually reclaim or participate in the reclamation of such properties. Most, but not all, of the Company’s reclamation obligations are bonded, and cash and other assets of the Company have been reserved to secure this bonded amount. Although the Company’s financial statements will record a liability for the asset retirement obligation, and the bonding requirements are generally periodically reviewed by applicable regulatory authorities, there can be no assurance or guarantee that the ultimate cost of such reclamation obligations will not exceed the estimated liability to be provided on the Company’s financial statements.

Decommissioning plans for the Company’s properties have been filed with applicable regulatory authorities. These regulatory authorities have accepted the decommissioning plans in concept, not upon a detailed performance forecast, which has not yet been generated. As the Company’s properties approach or go into decommissioning, further regulatory review of the decommissioning plans may result in additional decommissioning requirements, associated costs and the requirement to provide additional financial assurances. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulatory authorities.

T ECHNICAL I NNOVATION AND O BSOLESCENCE

Requirements for the Company’s products and services may be affected by technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for uranium or vanadium. In addition, the Company’s competitors may adopt technological advancements that give them an advantage over the Company.

P ROPERTY T ITLE R ISK

The Company has investigated its rights to explore and exploit all of its material properties and, to the best of its knowledge, those rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties, including by local governments.

The validity of unpatented mining claims on U.S. public lands is sometimes difficult to confirm and may be contested. Due to the extensive requirements and associated expense required to obtain and maintain mining rights on U.S. public lands, the Company's U.S. properties are subject to various title uncertainties which are common to the industry or the geographic location of such claims, with the attendant risk that there may be defects in its title. In addition, the Secretary of the Interior has withdrawn certain lands around the Grand Canyon National Park from location and entry under the Mining Laws. All of the Company’s material Arizona Strip properties are located on these withdrawn lands. No new mining claims may be filed on the withdrawn lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. The Company believes that all of its material Arizona Strip projects are on valid mining claims that would withstand a mineral examination. Further, the Company’s Arizona 1 and Pinenut mines have approved plans of operations which, absent modification, would not require a mineral examination. Although the Company’s Canyon Mine also has an approved plan of operations, which, absent modification, would not require a mineral examination, the USFS performed a mineral examination at that mine in 2012, and concluded that the underlying mining claims were valid existing rights. However, market conditions may postpone or prevent the performance of mineral examinations on certain other properties and, if a mineral examination is performed on a property, there can be no guarantee that the mineral examination would not result in one or more of the Company’s mining claims being considered invalid, which could prevent a project from proceeding.

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F OREIGN C URRENCY R ISKS

The Company’s operations are subject to foreign currency fluctuations. The Company’s operating expenses and revenues are primarily incurred in U.S. dollars, while some of its cash balances and expenses are measured in Canadian dollars. The fluctuation of the Canadian dollar in relation to the U.S. dollar will consequently have an impact upon the profitability of the Company and may also affect the value of the Company’s assets and shareholders’ equity.

P OST -A CQUISITION S UCCESS

The Company may not realize the currently anticipated benefits of acquiring the US Mining Division due to integration and operational challenges. The success of the Company following the Denison Acquisition will depend in large part on the success of the Company’s management in integrating the US Mining Division into the Company. The failure of the Company to achieve such integration could result in the failure of the Company to realize the anticipated benefits of the Denison Acquisition and could impair the results of operations, profitability and financial results of the Company.

P RODUCTION E STIMATES AND P RODUCTION E FFICIENCY

The Company may from time to time prepare estimates of future production for particular operations. No assurance can be given that any such production estimates will be achieved nor can assurance be given that production will be achieved in a cost-effective manner. Failure to achieve production estimates or failure to achieve production in a cost-effective manner could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. These production estimates are based on, among other things, the following factors: the accuracy of mineral reserve estimates; the accuracy of assumptions regarding ground conditions and physical characteristics of ores, such as hardness and presence or absence of particular metallurgical characteristics; the accuracy of estimated rates and costs of mining and processing; and assumptions as to future commodity prices.

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The Company’s actual production may vary from estimates for a variety of reasons, including, among others: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short term operating factors relating to the mineral reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; risk and hazards associated with mining; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures and cave-ins; unexpected labor shortages or strikes; and varying conditions in the commodities markets.

D EPENDENCE ON I SSUANCE OF M ILL L ICENCE A MENDMENTS AND R ENEWALS

The Company maintains regulatory licenses and permits in order to operate its mill at White Mesa, all of which are subject to renewal from time to time and are required in order for the Company to operate in compliance with applicable laws and regulations. In addition, depending on the Company’s business requirements, it may be necessary or desirable to seek amendments to one or more of its licenses or permits from time to time. While the Company has been successful in renewing its licenses and permits on a timely basis in the past and in obtaining such amendments as have been necessary or desirable, there can be no assurance that such license and permit renewals and amendments will be issued by applicable regulatory authorities on a timely basis or at all in the future.

M INING AND I NSURANCE

The operations of the Company are subject to all of the hazards and risks normally incidental to exploration, development and mining of mineral properties, including environmental hazards, industrial accidents, labour disputes, encountering unusual or unexpected geologic formations, rock bursts, pressures, cave-ins, flooding and periodic interruptions due to inclement or hazardous weather conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of, the Company’s mineral properties or processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of production from the Company’s mines or processing facilities or in its exploration or development activities, delay in or inability to receive regulatory approvals to transport its uranium concentrates, or costs, monetary losses and potential legal liability and adverse governmental action. In addition, due to the radioactive nature of the materials handled in uranium mining and processing, additional costs and risks are incurred by the Company on a regular and ongoing basis.

While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks are such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings, financial position and competitive position of the Company. No assurance can be given that such insurance will continue to be available or will be available at economically feasible premiums or that it will provide sufficient coverage for losses related to these or other risks and hazards. This lack of insurance coverage could result in material economic harm to the Company.

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R EPLACEMENT OF M INERAL R ESERVES AND R ESOURCES

The Company’s mineral reserves and resources at its Arizona Strip, EZ Complex, Sage Plain, Henry Mountains, Daneros, Sheep Mountain, Whirlwind and Energy Queen projects are the Company’s primary sources (and potential sources) of uranium concentrates. Unless other mineral reserves and resources are discovered or extensions to existing ore bodies are found, the Company’s sources of production for uranium concentrates will decrease over time as its current mineral reserves and resources are depleted. There can be no assurance that the Company’s future exploration, development and acquisition efforts will be successful in replenishing its mineral reserves and resources. In addition, while the Company believes that many of its properties will eventually be put into production, there can be no assurance that they will be or that they will be able to replace current production.

C REDIT R ISK

The Company’s sales of uranium and vanadium products expose Energy Fuels to the risk of non-payment. The Company manages this risk by monitoring the credit worthiness of its customers and requiring pre-payment or other forms of payment security from customers with an unacceptable level of credit risk.

D EPENDENCE ON K EY P ERSONNEL AND Q UALIFIED AND E XPERIENCED E MPLOYEES

The Company’s success will largely depend on the efforts and abilities of certain senior officers and key employees. Certain of these individuals have significant experience in the uranium industry. The number of individuals with significant experience in this industry is small. While the Company does not foresee any reason why such officers and key employees will not remain with the Company, if for any reason they do not, the Company could be adversely affected. The Company has not purchased key man life insurance for any of these individuals.

The Company’s success will also depend on the availability of qualified and experienced employees to work in the Company’s operations and the Company’s ability to attract and retain such employees. The number of individuals with relevant mining and operational experience in this industry is small.

D ISCLOSURE AND I NTERNAL C ONTROLS

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to a company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of reporting, including financial reporting and financial statement preparation.

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C ONFLICTS OF I NTEREST

Some of the directors of the Company are also directors of other companies that are similarly engaged in the business of acquiring, exploring and developing natural resource properties. Such associations may give rise to conflicts of interest from time to time. In particular, one of the consequences will be that corporate opportunities presented to a director of the Company may be offered to another company or companies with which the director is associated, and may not be presented or made available to the Company. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company, to disclose any interest which they may have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts of interest that arise will be subject to and governed by the procedures prescribed in the Company’s Code of Ethics and by the Business Corporations Act (Ontario).

L ABOR R ELATIONS

None of the Company’s operations directly employ unionized workers who work under collective agreements. However, there can be no assurance that employees of the Company or its contractors do not become unionized in the future, which may impact mill and mining operations. Any lengthy work stoppages may have a material adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

I NFRASTRUCTURE

Mining, processing, development and exploration activities depend, to a substantial degree, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs. The Company considers the existing infrastructure to be adequate to support its proposed operations. However, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the operations, financial condition and results of operations of the Company.

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DIVIDENDS

The Company has not paid dividends in the past and it does not expect to pay dividends in the near future. Any earnings generated will be dedicated to finance further growth. The Board of Directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

D ESCRIPTION OF CAPITAL STRUCTURE

G ENERAL D ESCRIPTION OF C APITAL S TRUCTURE

The authorized capital of the Company consists of an unlimited number of Common Shares, an unlimited number of Preferred Shares issuable in series, and an unlimited number Series A Preferred Shares.

The holders of Common Shares are entitled to vote, to receive dividends and to receive, subject to the right of holders of any other class of shares, the remaining property of the Company upon liquidation, dissolution or winding up of the Company. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the board of directors of the Company approving their issuance, subject to the Company’s Articles of Incorporation. The Series A Preferred Shares are non-redeemable, non-callable, non-voting and do not have a right to dividends.

As of September 30, 2012, there were 678,606,040 Common Shares issued and outstanding (not including 1,046,067 treasury shares (the “Treasury Shares”) held by a subsidiary of the Company. See “Treasury Shares” below). As of the date hereof, the Company had an aggregate of 682,133,610 Common Shares issued and outstanding (not including the Treasury Shares). The Common Shares trade on the TSX under the Symbol “EFR”.

As at September 30, 2012, 31,037,800 Common Shares are issuable pursuant to currently outstanding stock options granted pursuant to the Company’s Stock Option Plan and in connection with the acquisition of MUC, which options are exercisable at prices ranging from $0.16 to $2.25.

The Company also has a number of warrants outstanding, as described under Market for Securities below.

In addition, on July 24, 2012, the Company issued Cdn$22,000,000 principal amount of convertible debentures (the “Debentures” ). The Debentures will mature on June 30, 2017 and are convertible into Common Shares of the Company at the option of the holder at a conversion price, subject to certain adjustments, of Cdn$0.30 per Common Share at any time prior to redemption or maturity. The Debentures are listed for trading on the TSX under the symbol “EFR.DB”. As at September 30, 2012 up to 73,333,260 Common Shares are issuable upon conversion of the Debentures.

R IGHTS P LAN

A shareholder rights plan (the “Rights Plan” ) was approved by the Board of Directors on February 3, 2009 and adopted by the shareholders of the Company on March 19, 2009.

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The Rights Plan has an initial term of three years. The provisions of the Rights Plan are set out in an agreement dated as of February 2, 2009 between the Company and CIBC Mellon Trust Company, as Rights Agent, as previously filed by the Company. At the Company’s annual meeting of shareholders held on February 10, 2012, the shareholders of the Company approved the renewal of the Rights Plan for a further three years. The Rights Plan will expire at the annual meeting of shareholders of the Company to be held in 2015, unless a renewal of the Rights Plan is approved by shareholders of the Company at that time.

The Rights Plan is designed to ensure the fair treatment of shareholders in connection with any take-over bid for Common Shares of the Company. The Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board with more time to fully consider an unsolicited take-over bid and, if applicable, to explore other alternatives to maximize shareholder value.

M ARKET FOR S ECURITIES

C OMMON S HARES

The Common Shares in the capital of the Company are listed for trading on the Toronto Stock Exchange ( “TSX” ) under the symbol “EFR”. Prior to March 19, 2007, the Common Shares were listed and traded on the TSX Venture Exchange.

The table below sets out the low and high prices for the securities of the Company on the TSX for the calendar months commencing October 1, 2011 and ending November 30, 2012 along with the volume of common shares traded for the months indicated:

Month Low (C$) High (C$) Volume Traded
(Daily Average)
October 2011 $0.20 $0.47 193,446
November 2011 $0.30 $0.42 91,945
December 2011 $0.28 $0.35 119,133
January 2012 $0.29 $0.40 283,794
February 2012 $0.31 $0.38 298,668
March 2012 $0.25 $0.37 234,154
April 2012 $0.23 $0.32 457,662
May 2012 $0.24 $0.29 182,371
June 2012 $0.19 $0.27 379,618
July 2012 $0.14 $0.24 1,583,599
August 2012 $0.18 $0.24 992,893
September 2012 $0.19 $0.23 842,854
October 2012 $0.16 $0.20 521,367
November 2012 $0.15 $0.17 461,605

W ARRANTS

The following table describes the outstanding warrants of the Company as at September 30, 2012:

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Number of Warrants    
Outstanding and    
Exercisable as at    
September 30, 2012 Exercise Price Expiry Date
11,500,000 (1) $0.65 March 31, 2015
1,610,000 (2) $0.50 October 1 2012
1,486,725 (3) $0.74 Nov 30, 2012
12,216,764 (3) $0.66 Nov 30, 2012
883,392 (3) $0.44 Nov 30, 2012
340,000 (3) $0.31 Aug 3, 2013
17,750,250 (4) $0.27 June 22, 2015

Notes:

(1)

In connection with the March 31, 2011 public offering, 11,500,000 share purchase warrants were issued at a price of $0.65 per share, whereby each warrant is exercisable into one Common Share of the Company.

(2)

In connection with the March 31, 2011 public offering, the Company issued 1,610,000 agent compensation warrants at a price of $0.50 per share, whereby each warrant is exercisable into one Common Share of the Company.

(3)

In connection with the Titan transaction, the Company assumed the outstanding Titan warrants, whereby each Titan warrant was adjusted proportionately to reflect the share exchange ratio of 0.68 of one Company Common Share for each common share of Titan.

(4)

These warrants were issued in connection with the equity private placement of 35,500,500 non-transferable subscription receipts on June 21, 2012. Each subscription receipt was exchangeable into one unit of the Company ( “Unit” ) upon completion of the acquisition of the US Mining Division of Denison. Each Unit consisted of one Common Share and one-half of one warrant (each whole warrant a “Warrant” ). Each whole Warrant entitles the holder to purchase one additional Common Share at a price of C$0.27 until June 22, 2015.

D EBENTURES

The Debentures issued in July 2012 were listed and posted for trading on the TSX under the trading symbol “EFR.DB” on July 27, 2012. The following table sets forth the reported market price ranges for the Debentures for the year ended September 30, 2012, along with the volume of Debentures traded for the months indicated, as reported by the TSX:

Month Low (C$) High (C$) Volume Traded (Daily
Average)
July 2012 $88.00 $93.00 76,200
August 2012 $92.00 $95.50 101,500
September 2012 $95.50 $98.00 110,000
October 2012 $93.00 $97.20 50,714
November 2012 $84.00 $93.00 7,749

E SCROWED S ECURITIES

As at September 30, 2012, there are no securities of the Company held in escrow.

T REASURY S HARES

As a result of the Company’s acquisition of Titan the Company acquired ownership of 1,046,067 shares of the Company’s Common Stock. Such shares are treated as treasury shares as at September 30, 2012.

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DIRECTORS AND OFFICERS

D IRECTORS

The following table sets forth the name and municipality of residence, the office (if any) held with the Company, the Common Shares of the Company beneficially owned or controlled, directly or indirectly, for each of the officers and directors of the Company, as well as the members of each committee of the Board of Directors:


Name and
Municipality of Residence


Office Held


Director Since (1)
Number of Common Shares
Beneficially Owned or Over Which
Control or Direction is Exercised (2)
J. Birks Bovaird (3)
Ontario, Canada
Chairman and Director
2006
125,090
Stephen P. Antony (4)
Colorado, USA
President, CEO and Director
2009
504,100
Paul A. Carroll (5)
Ontario, Canada
Director
2010
100,000
W. Robert Dengler (4) Director 2012 416,018
Larry Goldberg (5) Director 2012 Nil
Mark E. Goodman (3) (5)
Ontario, Canada
Director
2010
Nil
Bruce D. Hansen (3) (5)
Colorado, USA
Director
2007
130,000
Ron F. Hochstein (4)
British Columbia, Canada
Director
2012
1,168,443
Sheldon Inwentash
Ontario, Canada
Director
2012
32,053,617 (6)
Richard Patricio (3)
Ontario, Canada
Director
2012
136,000

Notes:

(1)

Directors are elected annually and hold office until a successor is elected at a subsequent annual meeting of the Company, unless a director’s office is earlier vacated in accordance with the by-laws of the Company.

(2)

The information as to Common Shares beneficially owned or over which the directors exercise control or direction not being within the knowledge of the Company has been furnished by the respective nominees individually.

(3)

Member of the Governance, Nominating and Compensation Committee.

(4)

Member Environment, Health and Safety Committee.

(5)

Member Audit Committee.

(6)

Mr. Inwentash’s holdings include 6,682,325 Common Shares held directly and 25,371,292 Common Shares over which he has control or direction.

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J. Birks Bovaird – Chairman of the Board

For a majority of his career, Mr. Bovaird's focus has been the provision and implementation of corporate financial consulting and strategic planning services. He was previously the Vice President of Corporate Finance for one of Canada’s major accounting firms. He presently is the Chairman of NunaMinerals A/S a public mining exploration and development company listed on the Copenhagen Exchange (NUNA.CO). He is a director of Noble Minerals Exploration (TSX.V:NOB) where he is Chair of the Nominating, Compensation and Governance Committee as well as a member of the Audit Committee. He is also a director of GTA Resources and Mining Inc. He has previously been involved with numerous public resource companies, both as a member of management and as a director. He is a graduate of the Canadian Director Education Program and holds an ICD.D designation.

Stephen P. Antony – Director, President and Chief Executive Officer

Mr. Antony, is a registered professional engineer in a number of States in which the Company holds properties. He is a graduate of the Colorado School of Mines, and holds a Masters of Business Administration from the University of Denver. Over the last 33 years Mr. Antony has held increasingly senior positions in both the technical and managerial sectors of the mining business. He first entered the uranium business with Mobil Oil’s Mining and Mineral group in the mid 1980’s, during which time he developed the reclamation plan for Mobil’s El Mesquite ISL operation in south Texas. He joined EFN in 1986 as the company was growing to become the largest U 3 O 8 producer in the US, peaking at more than five million pounds annually. Mr. Antony served as director of Technical Services for the company where he authored many of the feasibility studies which provided justification for the expansion of EFN’s highly successful Breccia Pipe Mine projects in the Arizona Strip. Subsequent to his employment with EFN, Mr. Antony held a brief position with Power Resources, Inc (PRI) as Vice President of Business Development. He then consulted to Cameco Corp. on due diligence prior to their acquisition of PRI, which Cameco undertook as part of their strategy to become a significant Uranium producer in the US. Mr. Antony was most recently Chief Operating Officer of Energy Fuels, responsible for the daily operations of the Company, including all aspects of uranium property exploration, ore production and mill processing. He was appointed President and CEO on April 1, 2010.

Paul Carroll – Director

Mr. Carroll has had a lengthy business career in the mining industry, both as a lawyer and as a director and/or officer of many mining companies. He has been engaged in the mineral exploration and mining industry in Canada, the U.S., Mexico, Central and South America, Africa, China, Russia and Kazakhstan. Mr. Carroll is President of Carnarvon Capital Corporation, a corporate management and advisory company based in Toronto, Canada. Companies with which he has been extensively involved include Dundee Corporation, a full-service investment bank, Corona Corporation where he was a member of the Executive Committee, Zemex Corporation, Royex Gold Mining Corporation, Campbell Resources Inc., Cobra Emerald Mines Ltd., Lacana Mining Corporation where he was Chairman, Arcon International Resources plc where he was Chairman, Tahera Corporation, World Wide Minerals Ltd. where he is President and CEO, Poco Petroleums Ltd., Mascot Gold Mines Ltd., United Keno Hill Mines Ltd., Repadre Capital Corporation (now IAMgold Corporation), Crowflight Minerals Inc. and Diadem Resources Ltd. In 2004 – 2005, as one of the committee of “independent directors” thereof, Mr. Carroll was a director of Argus Corporation Limited and Hollinger Inc. (and in 2005 he was CEO). He was a director of The Uranium Institute (now the World Nuclear Association) in 1998.

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W. Robert Dengler – Director

Mr. Dengler retired in 2006 from his position as Non-Executive Vice Chairman of Dynatec Corporation. Until January 2005, Mr. Dengler served as President and Chief Executive Officer of Dynatec Corporation, a position which he held for 25 years. Before founding Dynatec, Mr. Dengler was a partner and Vice President & General Manager of J.S. Redpath Limited. Mr. Dengler obtained his B.Sc. from Queens University in 1964 and received an Honorary Doctorate of Science from Queen’s University in 1988. Mr. Dengler, a Professional Engineer, is also a director of IAMGold and Denison Mines Corp.

Larry Goldberg – Director

Mr. Goldberg is a Chartered Accountant. He is currently Chief Financial Officer and COO of Arcestra Inc., a private software company. From August 2010 to September 2011, Mr. Goldberg was the Chief Financial Officer of ZENN Motor Company Inc., a TSX-V listed energy storage technology company. From February 2000 to August 2010, Mr. Goldberg was the Chief Financial Officer of Mega Uranium Ltd., a uranium exploration company listed on the TSX and of Pinetree Capital Ltd., a TSX-listed investment company. From May 2004 to December 2009, Mr. Goldberg was the Chief Financial Officer of Brownstone Ventures Inc. (now called Brownstone Energy Inc.), an energy company listed on the TSX-V.

Mark Goodman – Director

Mr. Goodman has been working in the financial services and mining industry since 1992. He began his career working for Dundee Corporation and has held numerous positions within the organization. In 2005 he founded Cogitore Resources Inc., a base metal exploration company active in Northern Quebec. He has also served as President/CEO of both Valdez Gold and Cogitore Resources. Mr. Goodman is currently a Vice President at Dundee Corporation. He sits on the Board of Directors of several publicly and privately held companies, including Cogitore Resources Inc., Corona Gold Corp., Ryan Gold Corp, Odyssey Resources Inc., Nighthawk Gold Corp. and Dynamic Venture Opportunities Fund (Ontario Labour Sponsored Fund).

Bruce Hansen – Director

Bruce Hansen is currently Chief Executive Officer of General Moly Corp, a position he has held since 2007. Prior to that, Mr. Hansen was Senior Vice-President, Operations Services and Development with Newmont Mining Corporation. He worked with Newmont for ten years holding increasingly senior roles including CFO from 1999 to 2005. Prior to joining Newmont, Mr. Hansen spent 12 years with Santa Fe Pacific Gold where he held increasingly senior management roles including Senior VP of Corporate Development and VP Finance and Development. Mr. Hansen holds a Masters of Business Administration from the University of New Mexico and a Bachelors of Science Degree in Mining Engineering from the Colorado School of Mines.

Ron Hochstein – Director

Mr. Hochstein is currently President and Chief Executive Officer of Denison Mines Corp., and previously served as its President and Chief Operating Officer since 2006, when International Uranium Corporation (IUC) and Denison Mines Inc. combined to form Denison Mines Corp. Mr. Hochstein served as President and Chief Executive Officer of IUC from 2000 to 2006 after serving as Vice President Corporate Development and Vice President and Chief Operating Officer. Prior to joining IUC, Mr. Hochstein was a project manager with Simons Mining Group and was with Noranda Minerals as a metallurgical engineer. Mr. Hochstein is a Professional Engineer and holds a Masters of Business Administration from the University of British Columbia and a Bachelor of Science in Mineral Processing from the University of Alberta.

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Sheldon Inwentash – Director

Mr. Inwentash brings more than 25 years of experience in the investment industry. Since 1992, Mr. Inwentash has been the Chairman and Chief Executive Officer of Pinetree Capital Ltd., a Canadian investment company with a large portfolio of investments, primarily in the junior resource and energy sectors. Over the past 15 years, Mr. Inwentash has started four significant businesses, including Pinetree Capital Ltd., Visible Genetics Inc., Mega Uranium Ltd., and Brownstone Energy, three of which he still runs. Mr. Inwentash is the Chairman and CEO of Mega Uranium and Chairman and CEO of Brownstone Energy. Prior to Energy Fuels’ acquisition of Titan Uranium Inc., Mr. Inwentash was the Chairman and director of Titan. Mr. Inwentash obtained his B. Comm from the University of Toronto and is a Chartered Accountant.

Richard Patricio – Director

Since 2005, Mr. Patricio has been the Executive Vice President, Corporate Affairs for Mega Uranium Ltd. In addition, Mr. Patricio is VP of Corporate and Legal Affairs for Pinetree Capital Ltd., responsible for merger and acquisition activity, corporate transactions and the administration of Pinetree. Prior to joining Pinetree, Mr. Patricio worked as in-house General Counsel for a senior TSX listed manufacturing company. Prior to that, Mr. Patricio practiced law at Osler LLP in Toronto where he focused on mergers and acquisitions, securities law and general corporate transactions. In addition to his legal and corporate experience, Mr. Patricio has built a number of mining companies with global operations. He holds senior officer and director positions in several junior mining companies that are listed on the TSX and TSX-Venture exchanges. Mr. Patricio is a lawyer qualified to practice in the Province of Ontario. Prior to Energy Fuels’ acquisition of Titan Uranium Inc., Mr. Patricio was a director of Titan.

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E XECUTIVE O FFICERS

The following table sets forth the name and municipality of residence, and the office held with the Company, for each of the executive officers of the Company:

Name and
Municipality of Residence

Office Held

Held Position Since
Stephen P. Antony
Colorado, USA
President, CEO and Director
2009
Graham G. Moylan
Toronto, Ontario
Chief Financial Officer
2012
Harold R. Roberts
Colorado, USA
Executive Vice President and Chief Operating Officer
2012
David C. Frydenlund
Colorado, USA
Senior Vice President, General Counsel and Corporate
Secretary
2012
Gary R. Steele
Colorado, USA
Senior Vice President, Corporate Marketing
2012
Jeffrey L. Vigil
Colorado, USA
Senior Vice President, Controller and Chief Accounting
Officer
2012

Stephen P. Antony – President and Chief Executive Officer

Mr. Antony is a registered professional engineer in a number of States in which the Company holds properties. He is a graduate of the Colorado School of Mines, and holds a Masters of Business Administration from the University of Denver. Over the last 33 years Mr. Antony has held increasingly senior positions in both the technical and managerial sectors of the mining business. He first entered the uranium business with Mobil Oil’s Mining and Mineral group in the mid 1980’s, during which time he developed the reclamation plan for Mobil’s El Mesquite ISL operation in south Texas. He joined EFN in 1986 as the company was growing to become the largest U 3 O 8 producer in the US, peaking at more than five million pounds annually. Mr. Antony served as director of Technical Services for the company where he authored many of the feasibility studies which provided justification for the expansion of EFN’s highly successful Breccia Pipe mine projects in the Arizona Strip. Subsequent to his employment with EFN, Mr. Antony held a brief position with Power Resources, Inc (PRI) as Vice President of Business Development. He then consulted to Cameco Corp. on due diligence prior to their acquisition of PRI, which Cameco undertook as part of their strategy to become a significant Uranium producer in the US. Mr. Antony was most recently Chief Operating Officer of Energy Fuels, responsible for the daily operations of the Company, including all aspects of uranium property exploration, ore production and mill processing. He was appointed President and CEO on April 1, 2010.

Graham G. Moylan – Chief Financial Officer

Mr. Moylan is an experienced finance professional and brings to Energy Fuels many years of combined experience across mining, capital markets, finance and accounting in both Canada and the United States. Prior to joining Energy Fuels, Mr. Moylan was a Director with Dundee Capital Markets’ investment banking group, where he worked for the past 7 years and gained significant financing and M&A transaction experience within the uranium sector. Prior to joining Dundee Capital Markets, Mr. Moylan was employed by KPMG LLP in their New York and Northern Virginia offices. Mr. Moylan began his career with IBM Canada in their finance group in Toronto. Mr. Moylan is a licensed Certified Public Accountant (Colorado) and has Honours Bachelor of Arts and Master of Management and Professional Accounting degrees from the University of Toronto.

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Harold R. Roberts – Executive Vice President and Chief Operating Officer

Mr. Roberts is Chief Operating Officer for Energy Fuels. He was previously the Executive Vice President – U.S. Operations for Denison Mines Corp. Prior to his employment with Denison, Mr. Roberts was the President of Energy Fuels Nuclear, Inc. Throughout his career Mr. Roberts has held various positions related to operations oversight, project development, and permitting of mining operations. Mr. Roberts obtained his Bachelor of Science degree in Civil Engineering from Montana State University in 1975, and is a Registered Professional Engineer in several western states.

David C. Frydenlund – Senior Vice President, General Counsel and Corporate Secretary

Mr. Frydenlund is Senior Vice President, General Counsel and Corporate Secretary of Energy Fuels. Mr. Frydenlund’s responsibilities include all legal matters relating to the Company’s activities. His expertise extends to NRC, EPA, State and Federal regulatory and environmental laws and regulations. From 1997 to July 2012, Mr. Frydenlund was Vice President Regulatory Affairs, Counsel and Corporate Secretary of Denison Mines Corp., and its predecessor International Uranium Corporation (IUC), and was also a director of IUC from 1997 to 2006. From 1996 to 1997, Mr. Frydenlund was a Vice President of the Lundin Group of international public mining and oil and gas companies, and prior thereto was a partner with the Vancouver law firm of Ladner Downs (now Borden Ladner Gervais) where his practice focused on corporate, securities and international mining transactions law. David holds a bachelors degree from Simon Fraser University, a masters degree from the University of Chicago and a law degree from the University of Toronto.

Gary R. Steele – Senior Vice President, Corporate Marketing

Mr. Steele is a registered professional engineer and an engineering graduate of the Colorado School of Mines. He also holds an MSc. in Mineral Economics from the Colorado School of Mines. Over a 39-year career, Mr. Steele has held a wide range of responsible positions in both the technical and commercial areas of the mining business. During 20 years in the coal industry, he worked in engineering and operating roles, both underground and surface, and was Director of Utility Marketing for a large Powder River Basin, Wyoming, coal producer, negotiating fuel supply and transportation contracts with major US utilities. He was also designated a member of the corporate M&A due diligence team. This mining experience was followed by 15 years in the investment management business, and the establishment of Steele Capital Advisors, an advisory firm managing investment portfolios for private clients, and specializing in mineral industry opportunities. Mr. Steele joined Energy Fuels in 2006, and, drawing on his complementary mix of experience, he is responsible for economic and project evaluation, and utility marketing at Energy Fuels.

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Jeffrey L. Vigil – Senior Vice President, Controller and Chief Accounting Officer

Mr. Vigil is a mining industry financial veteran, with significant corporate finance, treasury management, and risk management experience. He is a Certified Public Accountant in the State of Colorado. He was formerly Vice President – Finance for Energy Fuels Inc. from 2009 to 2012. From 1996 to 2007, Mr. Vigil served as Chief Financial Officer for Koala Corporation, a public company traded on the NASDAQ exchange, with approximately 350 employees and operating divisions in New York, Florida, Texas, and British Columbia, managing the full range of CFO responsibilities including financial and management reporting, bank and equity financings, tax planning and compliance, treasury, and risk management. He was instrumental in the acquisition of six companies by Koala and the divestiture of five operating divisions between 1997 and 2000. Mr. Vigil pursued varied finance and accounting consulting assignments in 2007 and 2008, including assisting Energy Fuels in its early design and installation of accounting systems and software.

As at the date of this AIF, the directors and executive officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 35,265,298 Common Shares, representing approximately 5.2% of the currently outstanding Common Shares. No single director or officer beneficially owns or controls or directs, directly or indirectly, one percent or more of the Common Shares as of the date of this AIF. The information as to Common Shares beneficially owned or directed by the directors and officers, not being within the knowledge of the Company, has been furnished by each such individual.

C EASE T RADE O RDERS AND B ANKRUPTCIES

Except as set out below, to the knowledge of the Company no director or executive officer of the Company is, as at the date of this AIF or has been, within the ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company that:

(a)

was subject to a cease trade or order similar to a cease trade order, or an order that denied the relevant company access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or

   
(b)

was subject to an cease trade or order similar to a cease trade order, or an order that denied the relevant company access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Mr. J. Birks Bovaird was an independent director of Exploration Brex Inc. in 2001, when such company was the subject of a cease trade order as a result of its failure to meet its timely disclosure filing obligations. Exploration Brex Inc. was dissolved on May 4, 2001. Mr. Bovaird was also a director of HMZ Metals Inc. (“HMZ”) at the time a cease trade order was issued on September 6, 2005 requiring the directors, officers and insiders of HMZ to cease all trading in, or acquisition of, the securities of HMZ due to HMZ's failure to file its interim financial statements for the six month period ended June 30, 2005, and a cease trade order was issued on April 17, 2006 as a result of HMZ's failure to file its audited annual financial statements for the fiscal year ended December 31, 2005 and management's discussion and analysis thereon. The cease trade order issued on September 6, 2005 expired on October 20, 2005. The cease trade order issued on April 17, 2006 expired on June 2, 2008.

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Mr. Carroll is a director and President and CEO of World Wide Minerals Ltd., a Canadian public company which is subject to a cease trade order issued by the OSC on May 9, 2011 for failure to file financial statements. Mr. Carroll was an independent director of Argus Corporation Limited (“Argus”) from April 2004 to November 2004 and of Hollinger Inc. (“Hollinger”) from August 2004 to July 2005. In those capacities he was subject to a management cease trade order issued by the Ontario Securities Commission on June 3, 2004, as varied, in respect of Argus, and June 1, 2004, as varied, in respect of Hollinger. Both management cease trade orders were issued because of Argus' and Hollinger's failure to file their respective financial statements and other requisite reports. Argus and Hollinger were not able to file such financial statements and reports as a result of the non-filing of financial statements by their subsidiary Hollinger International, Inc. (now Sun-Times Media Group, Inc.).

Except as set out below, to the knowledge of the Company, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a)

is, as at the date of this AIF or has been, within the ten years before the date of this AIF, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or

   
(b)

has, within the ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Mr. Jeffrey L. Vigil was an executive officer of Koala Corporation from May 15, 1996 to March 19, 2007. On March 23, 2007 Koala Corporation filed a voluntary petition for bankruptcy protection under Chapter 11 in the U.S. Bankruptcy Court for the District of Colorado. Koala Corporation’s Plan of Reorganization was confirmed pursuant to an Order entered by the U.S. Bankruptcy Court on August 28, 2007.

P ENALTIES OR S ANCTIONS

To the knowledge of the Company, no director or officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

C ONFLICTS OF I NTEREST

Some of the Company’s directors are also directors and officers of other natural resource companies and, consequently, there exists the possibility for such directors and officers to be in a position of conflict relating to any future transactions or relationships between the Company or common third parties. However, the Company is unaware of any such pending or existing conflicts between these parties. Any decision made by any of such directors and officers involving the Company are made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies and their obligations to act in the best interests of Energy Fuels’ shareholders. In addition, each of the directors of the Company discloses and refrains from voting on any matter in which such director may have a conflict of interest.

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None of the present directors or senior officers of the Company, and no associate or affiliate of any of them, has any material interest in any transaction of the Company or in any proposed transaction which has materially affected or will materially affect the Company except as described herein.

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THE A UDIT COMMITTEE

A UDIT C OMMITTEE C HARTER

A copy of the Company’s Audit Committee Charter is annexed to this AIF as Appendix “A”.

C OMPOSITION OF THE A UDIT C OMMITTEE

The current members of the Audit Committee of the Company are Bruce D. Hansen, Paul A. Carroll, Mark E. Goodman, and Larry Goldberg. Bruce D. Hansen is the Chairman of the Audit Committee. The directors of the Company have determined that each member of the Audit Committee is considered to be “independent” and “financially literate” within the meaning of Multilateral Instrument 52-110 – Audit Committees (the “Instrument” ).

R ELEVANT E DUCATION AND E XPERIENCE

Bruce D. Hansen , holds a Masters of Business Administration from the University of New Mexico and a Bachelors of Science Degree in Mining Engineering from the Colorado School of Mines. He was Senior Vice-President, Operations Services and Development with Newmont Mining Corporation until November, 2006. He worked with Newmont for ten years holding increasingly senior roles including CFO from 1999 to 2005. See also “Directors and Officers – Directors – Bruce D. Hansen” above.

Paul A. Carroll, is President of Carnarvon Capital Corporation, a corporate management and investment company, and President and CEO of World Wide Minerals Ltd., a former uranium mining and marketing company. He is a member of the Ontario Bar and has had a 45 year legal career, commencing in 1965 when he joined Smith Lyons, which grew to become a major Toronto law firm. In 2001, Smith Lyons was merged into Gowling Lafleur Henderson LLP, which was then Canada’s largest law firm. Mr. Carroll retired from the active practice of law in 2003. He has been a director and officer of many publicly traded and privately held companies, in the mining, oil and gas, real estate and financial services industries, including Dundee Corporation, World Wide Minerals Ltd., International Corona Corp. and Zemex Corp. See also “Directors and Officers – Directors – Paul A. Carroll” above.

Mark E. Goodman, is Executive Chairman of the Board of Cogitore Resources Inc. and is a member of the board of several publicly traded and privately held companies, including Valdez Gold Inc., Odyssey Resources Ltd., Corona Gold Corp. and the Dynamic Venture Opportunities Fund. See also “Directors and Officers – Directors – Mark E. Goodman” above.

Larry Goldberg, is a Chartered Accountant and currently Chief Financial Officer and COO of Arcestra Inc., a private software company. From August 2010 to September 2011, Mr. Goldberg was the Chief Financial Officer of ZENN Motor Company Inc., a TSX-V listed energy storage technology company. From February 2000 to August 2010, Mr. Goldberg was the CFO of Mega Uranium Ltd., a uranium exploration company listed on the TSX and of Pinetree Capital Ltd. From May 2004 to December 2009, Mr. Goldberg was the CFO of Brownstone Ventures Inc. (now called Brownstone Energy Inc.).

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R ELIANCE ON C ERTAIN E XEMPTIONS

During the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4, 3.2, 3.3(2), 3.4, 3.5, 3.6, 3.8 or Part 8 of the Instrument.

A UDIT C OMMITTEE O VERSIGHT

At no time since the commencement of the most recently completed financial year of the Company was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the directors of the Company.

P RE -A PPROVAL P OLICIES AND P ROCEDURES

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

E XTERNAL A UDITOR S ERVICE F EES

The aggregate fees billed to the Company by the Company’s external auditors in each of the last two fiscal years for (i) audit services (Audit Fees), (ii) assurance and related services by the external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are not included in Audit Fees (Audit-Related Fees), (iii) professional services rendered by the Company’s external auditor for tax compliance, tax advice, and tax planning (Tax Fees), and (iv) products and services provided by the Company's external auditor, other than Audit Fees, Audit-Related Fees and Tax Fees (All Other Fees), are as follows:

Year Ended
September 30 th

Audit Fees (1) (C$)
Audit-Related Fees (2)
(C$)

Tax Fees (3) (C$)

All Other Fees (4)
2012 $315,500 $281,800 $134,300 Nil
2011 $92,000 $10,000 $33,900 Nil

Notes:

(1)

Aggregate fees billed for services provided in auditing the Company’s annual financial statements.

(2)

Aggregate fees not included in “audit fees” that are billed by the auditors for the assurance and related services that are reasonably related to the performance of the audit or review of the Company’s statements or as related to a prospectus.

(3)

Aggregate fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning.

(4)

Aggregate fees billed by the auditors for products and services not included in the foregoing categories.

Pursuant to the Audit Committee Charter, the Audit Committee has the responsibility to review and approve the fees charged by the external auditors for audit services, and to review and approve all services other than audit services to be provided by the external auditors, and associated fees.

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L EGAL P ROCEEDINGS AND R EGULATORY A CTIONS

Except as described below, the Company is not currently a party to, nor was it a party to during the last financial year, and none of the Company’s property is or was the subject of, any material legal proceedings, and the Company knows of no such legal proceedings that are contemplated. The Company is not subject to any penalties or sanctions and has not entered into any settlement agreements with a court or securities regulatory authority. However, from time to time, the Company may become party to routine litigation incidental to its business.

A RIZONA 1

On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit in the U.S. District Court for the District of Arizona against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“BLM”) (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs are also claiming that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Plaintiffs have sought an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until BLM complies with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favor of BLM and Denison and against the Plaintiffs on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals, and on December 8, 2011 filed a motion in the District Court for preliminary injunction, pending appeal. That motion was denied by the District Court judge on January 11, 2012. On January 26, 2012, the Plaintiff’s filed an emergency motion for an injunction pending appeal in the Court of Appeals and on February 24, 2012, the Court of Appeals denied the motion for injunction. The appeal of the District Court’s ruling is under way, and oral arguments on the merits were heard by the Court of Appeal on October 18, 2012. A decision of the Court of Appeal is pending. If the Plaintiffs are successful on the appeal, the Company may be required to stop mining activities at the Arizona 1 mine pending resolution of this matter. Any required stoppage of mining could have a significant adverse impact on the Company.

L A S AL

On February 17, 2012, Uranium Watch and Living Rivers filed a Notice of Appeal and Petition for Stay with the Interior Board of Land Appeals (“IBLA”), relating to a January 18, 2012 response by BLM to a request for information made by Uranium Watch and Living Rivers. In that request, Uranium Watch and Living Rivers asked BLM to confirm, among other things, that the existing Plan of Operations and related Environmental Assessment for a portion of the La Sal Mines Complex are sufficient under BLM regulations and NEPA. In responding to that request, BLM stated that the Plan of Operations is sufficient, that no new decisions have been made and that the related Environmental Assessment is sufficient until a new decision needs to be made. Uranium Watch and Living Rivers have alleged that this response by BLM constitutes an appealable “decision” by BLM and have requested a stay of operations at the La Sal mine pending a decision by IBLA on the appeal. The Company, through its subsidiary, was added as an intervenor in this action on March 7, 2012. Both BLM and the Company have filed responses and motions to dismiss this action for lack of standing, on the basis that an appealable decision has not been made by BLM. IBLA issued its ruling on June 25, 2012 in favor of BLM and the Company and dismissed the appeal.

121


On July 12, 2011, an Administrative Law Judge was appointed by the Executive Director of the Utah Department of Environmental Quality (“UDEQ”) to conduct an adjudicative proceeding relating to a Request for Agency Action before the Utah Air Quality Board, submitted by Uranium Watch and Living Rivers on November 4, 2010, as supplemented on March 17, 2011, March 23, 2011 and April 7, 2011. In their Request for Agency Action, Uranium Watch and Living Rivers allege certain deficiencies in the applications for approval and in the approvals granted in connection with radon emissions and monitoring at the Company’s La Sal mines complex, as well as certain deficiencies in the Company’s implementation of its radon monitoring program at the mine and in UDEQ’s regulation thereof. Uranium Watch and Living Rivers request a number of agency actions, including orders that certain approvals be withdrawn, that additional information and applications be submitted, that the Company cease operation of certain vents, mine portals and mine shafts that allegedly have not been properly approved, and that direct UDEQ to take certain actions to ensure compliance with applicable regulations. The Company believes that the Request for Agency Action, as supplemented, is without merit. Motions for summary dismissal of this action were filed by UDEQ and the Company In November 2011. On February 8, 2012, the Administrative Law judge issued a Memorandum and Recommended Order, in favor of UDEQ and the Company, recommending that the Utah Air Quality Board, the final arbiter in this matter, dismiss this action. The Utah Air Quality Board heard this matter on March 7, 2012, affirmed the judge’s decision and denied the appeal.

D ANEROS

On July 28, 2011, the Southern Utah Wilderness Alliance filed a Notice of Appeal with IBLA challenging BLM’s Finding of No Significant Impact (“FONSI”) for the Company’s recently acquired Daneros Mine project’s Environmental Assessment, requesting that IBLA set aside the FONSI and remand the Environmental Assessment to the BLM with instructions to prepare an Environmental Impact Statement or to revise the Environmental Assessment. The Company has been added as an intervenor in this action. Responses were filed by BLM and the Company in early December 2011. IBLA issued its ruling on September 26, 2012 in favor of BLM and the Company and dismissed the appeal.

P IÑON R IDGE M ILL

On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and Energy Fuels on the ten substantive environmental, health and safety claims in the lawsuit challenging CDPHE’s issuance to Energy Fuels of a radioactive materials license (“License”) for the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering an administrative hearing. The License has been set aside, pending the outcome of the hearing. The hearing was conducted on November 7, 2012 to November 13, 2012. CDPHE must issue a new License decision by April 2013. On October 11, 2012, the Company announced a settlement with the Town of Telluride and San Miguel County, Colorado (San Miguel County was granted party status in the administrative hearing). As a result of this settlement, these entities did not participate in the hearing. The Town of Ophir remains a party, but is no longer represented by counsel.

122


On December 8, 2012, the Colorado Court of Appeals upheld the issuance of the Special Use Permit (“SUP”) by Montrose County for the Piñon Ridge Mill. Plaintiff Sheep Mountain Alliance did not appeal this decision to the Colorado Supreme Court. Therefore, the SUP is final and cannot be appealed further.

W HITE M ESA M ILL

On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time.

INTEREST OF MANAGEMENT & OTHERS IN M ATERIAL TRANSACTIONS

Other than as disclosed above and elsewhere in this AIF, no insider of the Company has any interest in material transactions involving the Company.

TRANSFER A GENTS AND REGISTRARS

The registrar and transfer agent for the Common Shares of the Company is Canadian Stock Transfer Company Inc., at its offices in Toronto, Ontario.

M ATERIAL C ONTRACTS

The following are material contracts of the Company, other than contracts entered into in the ordinary course of business, that are material to the Company and which were entered into within the most recently completed financial year, or before the most recently completed financial year but are still in effect as of the date of this Annual Information Form:

1.

The Business Combination Agreement between the Company and Titan Uranium Inc. dated December 5, 2011, whereby the Company agreed to acquire all of the shares of Titan Uranium Inc. by way of a plan of arrangement.

   
2.

The Arrangement Agreement between the Company and Denison Mines Corp. dated May 23, 2012, whereby the Company agreed to acquire the US Mining Division and certain indebtedness of the US Mining Division by way of a plan of arrangement.

   
3.

The Agency Agreement dated June 21, 2012 between the Company and Dundee Securities Ltd., Haywood Securities Inc., Scotia Capital Inc., and Versant Partners Inc. whereby the Company agreed to issue and sell up to 35,500,500 subscription receipts of the Company at a price of $0.23 per subscription receipt.

123



4.

The Subscription Receipt Agreement dated June 21, 2012 between the Company, Dundee Securities Ltd. and CIBC Mellon Trust Company providing for the issue of up to 35,500,500 subscription receipts.

   
5.

The Warrant Indenture dated as of June 21, 2012 between the Company and CIBC Mellon Trust Company providing for the issue of up to 17,750,250 common share purchase warrants.

   
6.

The Underwriting Agreement dated July 3, 2012 between the Company and Dundee Securities Ltd., Scotia Capital Inc., National Bank Financial Inc., Haywood Securities Inc. and Versant Partners Inc. whereby the Company agreed to issue and sell 22,000 floating-rate convertible unsecured subordinated debentures with a principal amount of $1,000 per debenture.

   
7.

The Convertible Debenture Indenture dated as of July 24, 2012 between the Company and BNY Trust Company of Canada providing for the issue of debentures.


I NTERESTS OF E XPERTS

N AMES OF E XPERTS

Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado prepared the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Project Technical Report and the Daneros Mine Technical Report.

O. Jay Gatten, Professional Geologist, of North American Exploration, Inc. prepared the San Rafael Technical Report, filed on SEDAR on March 24, 2011.

Douglas L. Beahm, P.E., P.G., Principal Engineer of BRS Engineering prepared the Sheep Mountain Technical Report.

M. Hassan Alief, Certified Professional Geologist of Alinco GeoServices, Inc. prepared the Farmer Girl Technical Report and the Torbyn Technical Report.

RPA prepared the Arizona Strip Arizona 1, Canyon and Pinenut Technical Report, the EZ1 and EZ2 Technical Report and the Henry Mountains Technical Report.

I NTERESTS OF E XPERTS

To the best knowledge of management of the Company, as at the date hereof, none of the experts, or designated professionals of the experts (as that term is defined in NI 51-102F2), named above under “ Names of Experts ” had any registered or beneficial interest, direct or indirect, in any securities or other property of the Company or its associates or affiliates when the experts prepared their respective reports and did not receive any such interests after the date of their respective technical reports.

124


The Company’s independent auditor is KPMG, Chartered Accountants, Licensed Public Accountants, who have issued an independent auditor’s report dated December 20, 2012 in respect of the Company’s consolidated financial statements as at September 30, 2012, September 30, 2011 and October 1. 2010 and for each of the years ended September 30, 2012 and 2011 and the Company’s internal control over financial reporting as at September 30, 2011. In connection with their audit, KPMG has confirmed that they are independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

Richard White, Director of Exploration and Technical Services of the Company, who is a “qualified person” within the meaning of this term in NI 43-101, has prepared sections of this AIF that are of a scientific or technical nature pertaining to the Company’s mineral projects, and has verified the data disclosed therein. To the knowledge of the Company, Dick White is the registered or beneficial owner, directly or indirectly, of less than one percent of the outstanding Common Shares.

A DDITIONAL I NFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com .

Additional financial information is provided in the 2012 Annual Financial Statements and 2012 Annual MD&A.

A copy of this AIF, as well as the 2012 Annual Financial Statements, the 2012 Annual MD&A and such other information and documentation that the Company makes available via SEDAR, can be found at www.sedar.com . In addition, certain of this information is distributed to shareholders in connection with Energy Fuels’ Annual General Meeting of Shareholders. The Company will provide any of the foregoing documents subject to its rights to require people who are not security holders of the Company to pay a reasonable charge. Copies of these documents may be obtained by writing to:

Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood CO USA 80228

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E XHIBIT 1 – O RGANIZATIONAL S TRUCTURE
AS AT S EPTEMBER 30, 2012




A PPENDIX “A”

ENERGY FUELS INC.

AUDIT COMMITTEE CHARTER

The responsibilities and composition requirements of audit committees are as set out in the Canadian Securities Administrators’ Multilateral Instrument 52-110-Audit Committees (“MI 52-110”).

Audit Committee Mandate

The Audit Committee ("Committee") is appointed by the Board to assist the Board in fulfilling its oversight responsibilities of the Company. In so doing, the Committee provides an avenue of communication among the external auditors, management, and the Board. The Committee's purpose is to ensure the integrity of financial reporting and the audit process, and that sound risk management and internal control systems are developed and maintained. In pursuing these objectives the Audit Committee oversees relations with the external auditors, and reviews the effectiveness of the internal audit function.

Responsibilities

The Committee's primary duties and responsibilities are as follows:

1.

Review and recommend to the Board:

  (i)

the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and

  (ii)

the compensation to be paid to the external auditor.

2.

Assume direct responsibility for overseeing the work of the external auditors engaged to prepare or issue an audit report or perform other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditors regarding financial reporting.

3.

Review the Company's financial statements, Management Discussion and Analysis and annual and interim earnings press releases before such documents are publicly disclosed by the Company.

4.

The Committee must satisfy itself that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in 3 above, and must periodically assess the adequacy of those procedures.

5.

Establish procedures for:

  (i)

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

  (ii)

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

6.

Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

Authority of the Committee


The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors engaged by it. The Committee shall also have the authority to communicate directly with the external auditors.

Composition

The Committee members shall meet the requirements of the OSC and the Toronto Stock Exchange. The Committee shall be comprised of three or more Directors as determined and appointed by the Board, each of whom shall be financially literate which entails an ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statement. Each Committee member shall also be independent as such term is defined in MI 52-110. The Board shall designate the Chairman of the Committee annually.

Remuneration

No member of the Committee may earn fees from the Company or any of its subsidiaries other than directors' fees or committee member fees (which fees may include cash, options or other in-kind consideration ordinarily available to directors). For greater certainty, no member of the Committee shall accept any consulting, advisory or other compensatory fee from the Company.

Meetings & Operating Procedures

  • The Committee shall meet at least four times annually, or more frequently as circumstances dictate.
  • A quorum shall be a majority of the members.
  • In the absence of the Chairman of the Committee, the members shall appoint an acting Chairman.
  • A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each Director of the Company in a timely fashion.
  • The Chairman of the Committee shall prepare and/or approve an agenda in advance of each meeting.
  • The Committee, in consultation with management and the external auditors, shall develop and participate in a process for review of important financial topics that have the potential to impact the Company's financial policies and disclosures.
  • The Committee shall communicate its expectations to management and the external auditors with respect to the nature, timing and extent of its information needs. The Committee expects that written materials will be received from management and the external auditors in advance of meeting dates.
  • The Committee should meet privately in executive session at least quarterly with management, the external auditors and as a committee to discuss any matters that the Committee or each of these groups believe should be discussed.
  • In addition, the Committee or at least its Chair should communicate with management and the external auditors quarterly to review the Company's financial statements and significant findings based upon the auditor's limited review procedures.
  • The Committee shall annually review, discuss and assess its own performance. In addition, the Committee shall periodically review its role and responsibilities.
  • The Committee expects that, in discharging their responsibilities to the shareholders, the external auditors shall be accountable to the Board through the Committee. The external auditors shall report all material issues or potentially material issues to the Committee.

Review Procedures

  • The Committee shall review and reassess the adequacy of this Charter at least annually, submit it to the Board for approval and ensure that it is in compliance with Toronto Stock Exchange and OSC regulations.


A PPENDIX B

Glossary of Terms

Note: The terms related to mineral resources and mineral reserves presented herein are as defined in “CIM DEFINITION STANDARDS on Mineral Resources and Mineral Reserves” prepared by the CIM Standing Committee on Reserve Definitions, adapted by CIM Council, December 11, 2005.

Any terms not defined in this Glossary of Terms are defined in the body of this AIF. Any capitalized terms contained in the below definitions are defined elsewhere in this Glossary of Terms.

2009 Notice
The Notice of Proposed Withdrawal issued by the BLM on July 9, 2009 regarding the withdrawal of one million acres of public lands around the Grand Canyon National Park from location and entry under the Minong Law of 1972.

2012 Annual Financial Statements
The consolidated financial statements of Energy Fuels Inc. for the year ended September 30, 2012 prepared in accordance with International Financial Reporting Standards and the auditors' report thereon.

2012 Annual MD&A
Management’s Discussion and Analysis of Energy Fuels Inc. for the year ended September 30, 2012.

2012 PFS
This term refers to the technical report dated April 13, 2012 entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA, Updated Preliminary Feasibility Study, National Instrument 43-101 Technical Report”, prepared by Douglas L. Beahm, P.E., P.G., Principal Engineer of BRS Engineering in accordance with NI 43-101 (See also “Sheep Mountain Technical Report”).

Acquired Debt
This term refers to all amounts owing to Denison or any affiliate of Denison (other than DHMC, WCUL or any direct or indirect subsidiary of DMHC) in the Transaction.

Acquired Shares
This term refers to all of the issued and outstanding shares of DMHC and WCUL.

ADEQ
The Arizona Department of Environmental Quality.

AEC
This term refers to the Atomic Energy Commission, the U.S. federal agency that fostered and controlled the peace time development of atomic science and technology from 1945 to 1974. Most of the functions of the AEC were later assigned to the NRC.


AIF
The 2012 Annual Information Form of Energy Fuels Inc.

Aldershot
Aldershot Resources Ltd., a British Columbia corporation

Arizona 1 Mine
This term refers to the Company’s Arizona 1 mine, an operating uranium mine located in northern Arizona, USA, as more particularly described in the Arizona 1, Canyon and Pinenut Technical Report.

Arizona 1, Canyon and Pinenut Technical Report
This term refers to the technical report dated June 27, 2012 entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.”, prepared by Thomas C. Pool, P.E and David A. Ross, M.Sc., P.Geo. of RPA in accordance with NI 43-101.

Arizona Strip or Arizona Strip District
A uranium district located in northern Arizona largely bounded on the north by the Arizona/Utah state line; on the east by the Colorado River and Marble Canyon; on the west by the Grand Wash Cliffs; and on the south by a midpoint between the city of Flagstaff and the Grand Canyon. The area encompasses approximately 13,000 square miles.

ASP
Arizona Strip Partners LLC, a elaware limited liability company, which is a wholly-owned subsidiary of the Company and former joint venture between subsidiaries of the Company and Aldershot.

ASR
Arizona Strip Resources JV LLC, Delaware limited liability company, which is a joint venture between ASP and High Plaints Uranium Inc.

Atlas
Atlas Minerals Corp.

BLM
The U.S. Bureau of Land Management

Board of Directors
This term refers to the board of directors of the Company

Canyon Mine
This term refers to the Company’s Canyon mine, a development-stage uranium mine located in northern Arizona, USA, as more particularly described in the Arizona 1, Canyon and Pinenut Technical Report.

CAPCD
This term refers to the Colorado Air Pollution Control Division of CDPHE

CAPEX
This term refers to capital expenditures.


CDPHE
The Colorado Department of Public Health and Environment

CDRMS
The Colorado Division of Reclamation, Mining and Safety

Colorado Plateau or Colorado Plateau District
A mining district encompassing approximately 20,000 square miles, straddling the border of southeastern Utah and southwestern Colorado

Common Shares
Energy Fuels’ common shares that are listed on the TSX under the trading symbol “EFR”

Company
Energy Fuels Inc., an Ontario corporation (see also “Energy Fuels”).

Conoco
Continental Oil Company

Continental
Continental Uranium Corporation

CPP
Colorado Plateau Partners LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of the Company and former joint venture between subsidiaries of the Company and Aldershot.

Daneros Mine
This term refers to the Company’s Daneros mine, a recently producing mine located in southeast Utah as more particularly described in the Daneros Technical Report.

Daneros Mine Technical Report
This term refers to the technical report dated July 18, 2012 entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A.”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101.

Debentures
This term refers to the 22,000 floating-rate convertible unsecured subordinated debentures offered by the Company to a syndicate of underwriters on July 24, 2012.

Denison
Denison Mines Corp., an Ontario corporation

Denison Arrangement
This term refers to the arrangement completed by Denison under the Business Corporations Act ( Ontario ), immediately after the issuance of the EFI Share Consideration to Denison, pursuant to which Denison completed a reorganization of its capital and distributed the EFI Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization.

DFP
The Decommissioning Funding Plan for the Company’s proposed Piñon Ridge Mill.


DMHC
Denison Mines Holdings Corp., a Delaware corporation, which was acquired in the Denison Transaction. DMHC is now named Energy Fuels Holdings Corp. and is a wholly-owned subsidiary of the Company.

DMO
Designated Mining Operation

DOE
The U.S. Department of Energy

DOI
The U.S. Department of the Interior

DRC
The Utah Division of Radiation Control.

Dundee
Dundee Resources Limited, a subsidiary of Dundee Corporation.

Dynatec
Dynatec Mining Corporation

EA
Environmental Assessment in accordance with NEPA

EF Holdings
Energy Fuels Holdings Corp. (formerly Denison Mines Holdings Corp.), a wholly-owned subsidiary of the Company.

EFI Share Consideration
The 425,440,872 Common Shares issued to Denison in consideration for the Acquired Shares and the Acquired Debt in the Denison Transaction.

EFN
Energy Fuels Nuclear, Inc.

EFRC
Energy Fuels Resources Corporation, a wholly-owned subsidiary of the Company.

EF Wyoming
Energy Fuels Wyoming Inc., a Nevada corporation, which is a wholly-owned subsidiary of the Company. EF Wyoming was acquired as a part of the Titan acquisition and was formerly known as Titan Uranium USA Inc.

EHS Policy
The Environment, Health and Safety Policy of the Company

EIS
Environmental Impact Statement in accordance with NEPA


EMC
Energy Metals Corporation

Energy Fuels
Energy Fuels Inc., an Ontario corporation (see also “Company”)

Energy Queen Technical Report
This term refers to the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Project, San Juan County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101.

EPA
The U.S. Environmental Protection Agency

EPP
Environmental Protection Plan

eU 3 O 8
This term refers to equivalent U 3 O 8 grade derived by gamma logging of drill holes.

Exchange Ratio
The exchange ratio under which the Company acquired all of the issued and outstanding shares of Titan on the basis of 0.68 of a Common Share of the Company for each Titan Share.

Exxon
Exxon Minerals Company

EZ1 and EZ2 Technical Report
This term refers to the technical report dated June 27, 2012 entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.”, prepared by David A. Ross, P.Geo. and Christopher Moreton, Ph.D, P.Geo of RPA in accordance with NI 43-101.

Farmer Girl Technical Report
This term refers to the technical Report dated December 16, 2008 entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Farmer Girl Property, Montrose County, Colorado”, prepared by M. Hassan Alief, Certified Professional Geologist, Alinco GeoServices, Inc., Lakewood, Colorado in accordance with NI 43-101.

FeV
Ferrovanadium

FONSI
Finding of No Significant Impact in accordance with NEPA.

FY-2010
Fiscal year 2010

FY-2011
Fiscal year 2011


FY-2012
Fiscal year 2012

GWCL
Groundwater Compliance Limit

GWDP
Groundwater Discharge Permit

Hecla
Hecla Mining Corporation

Henry Mountains Technical Report
This term refers to the technical report dated June 27, 2012 entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A.”, prepared by William E. Roscoe, Ph.D., P.Eng., Douglas H. Underhill, Ph.D., C.P.G. and Thomas C. Pool, P.E. of RPA in accordance with NI 43-101.

Henry Mountains Complex
This term refers to the Company’s Henry Mountains complex of mineral properties, a development-stage uranium mine located in southeastern Utah, USA, as more particularly described in the Henry Mountains Technical Report.

HEU
Highly Enriched Uranium

Historical Estimate
A historical estimate means an estimate of the quantity, grade or metal or mineral content of a deposit that an issuer has not verified as a current mineral resource or mineral reserve, and which was prepare before the issuer acquiring, or entering into an agreement to acquire an interest in the property that contains the deposit.

IFRS
International Financial Reporting Standards

Indicated Mineral Resource
An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

Inferred Mineral Resource
An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes


Instrument
Multilateral Instrument 52-110 – Audit Committees

IRR
Internal Rate of Return

ISR
In-Situ Recovery

IUC
International Uranium Corporation

KEPCO
Korea Electric Power Corporation

La Sal Complex
A complex of mines on the Colorado Plateau that includes the La Sal, Beaver, and Pandora mines.

Lynx-Royal
Lynx-Royal JV LLC, a subsidiary of Aldershot and former joint venture partner of the Company in ASP and CPP.

MCBOCC
Montrose County Board of County Commissioners

Measured Mineral Resource
A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Mega
Mega Uranium Ltd., an Ontario corporation

Mineral Reserve
A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

Mineral Resource
A Mineral Resource is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial materials in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.


Magnum USA
Magnum Minerals USA Corp., a Nevada corporation and wholly-owned subsidiary of the Company.

Mining Law
The Mining Law of 1872

MUC
Magnum Uranium Corp., a British Columbia corporation and wholly-owned subsidiary of the Company.

NEPA
The National Environmental Policy Act

NESHAPS
National Emissions Standards for Hazardous Air Pollutants

NI 43-101
National Instrument 43-101 – Standards of Disclosure for Mineral Projects , promulgated by the Canadian Securities Administrators.

NPV
Net Present Value

NRC
The U.S. Nuclear Regulatory Commission

OBSS
Ore Bearing Sandstone

Offering
The transaction in which the Company entered into an agreement with a syndicate of underwriters whereby the underwriters agreed to purchase, on a bought deal basis, the Debentures , at a price per Debenture of C$1,000 for total gross proceeds of C$22.0 million.

Offtake Agreement
The Company’s contract with KEPCO to deliver 350,000 pounds (±10%) per year from 2010 to 2015 inclusive.

Other Technical Reports
Collectively, the Willhunt Technical Report, the Farmer Girl Technical Report, and the Torbyn Technical Report

Pathfinder
Pathfinder Mines Corporation

Phelps Dodge
Phelps Dodge Corporation

Pinenut Mine
This term refers to the Company’s Pinenut mine, a producing uranium mine located in northern Arizona, USA, as more particularly described in the Arizona 1, Canyon and Pinenut Technical Report.


Piñon Ridge License
The Radioactive Materials License for the Company’s proposed Piñon Ridge Mill, conditionally approved by the CDPHE on January 5, 2011 and finally approved on March 7, 2011.

Piñon Ridge Mill
The Company’s Piñon Ridge uranium and vanadium processing facility, a 500 ton per day mill proposed for western Montrose County, Colorado, USA.

Pioneer Uravan
Pioneer Uravan Inc.

Plateau
Plateau Resources Inc.

PO
Plan of Operations

Pre-Feasibility Study
A Pre-Feasibility Study is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

Probable Mineral Reserve
A ‘Probable Mineral Reserve’ is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Proven Mineral Reserve
A ‘Proven Mineral Reserve’ is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

QA/QC
Quality Assurance and Quality Control

Qualified Person
A ‘Qualified Person’ means an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report and is a member or licensee in good standing of a professional association of geoscientists and/or engineers meeting the criteria set out in NI 43-101.

Redpath
J.D. Redpath Corporation


Reports
Collectively, the Arizona 1, Canyon and Pinenut Technical Report, the Daneros Technical Report, the Henry Mountains Technical Report, the Whirlwind Technical Report, the Sheep Mountain Technical Report, the Sage Plain Technical Report, EZ1 and EZ2 Technical Report, the San Rafael Technical Report, and the Other Technical Reports.

Rights Plan
The Shareholder Rights Plan of the Company approved by the Board of Directors on February 3, 2009 and adopted by the shareholders of the Company on March 19, 2009.

RFI
Request for Information from CDPHE in the Piñon Ridge Mill permitting process

RILOR
Reclamation in Lieu of Royalty performed on DOE lease tracts.

ROD
Record of Decision prepared in accordance with NEPA.

RPA
Roscoe Postle Associates Inc.

Sage Plain Project
This term refers to the Company’s Sage Plain project, including the historic Calliham and Sage mines, located in southeastern Utah and southwestern Colorado, USA, as more particularly described in the Sage Plain Technical Report.

Sage Plain Technical Report
This term refers to the technical report dated December 16, 2011 entitled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (Including the Calliham Mine and Sage Mine), San Juan County, Utah and San Miguel County, Colorado” prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101.

San Rafael Project or San Rafael Uranium Project
This term refers to the Company’s San Rafael uranium project, located in eastern Utah, USA, as more particularly described in the San Rafael Technical Report.

San Rafael Technical Report
This term refers to the technical report dated March 21, 2011 entitled “NI 43-101 Technical Report on the San Rafael Uranium Project (Including the: Deep Gold Uranium Deposit and the Down Yonder Uranium Deposit) Emery County, Utah”, prepared by O. Jay Gatten, Utah Professional Geologist in accordance with NI 43-101.

SEDAR
The System for Electronic Data Analysis and Retrieval


Sheep Mountain Project
This term refers to the Company’s Sheep Mountain project, a uranium development project located in central Wyoming, USA, as more particularly described in the Sheep Mountain Technical Report.

Sheep Mountain Technical Report
This term refers to the technical report dated April 13, 2012 entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA, Updated Preliminary Feasibility Study, National Instrument 43-101 Technical Report”, prepared by Douglas L. Beahm, P.E., P.G., Principal Engineer of BRS Engineering in accordance with NI 43-101 (see also “2012 PFS”).

SITLA Lease or Utah SITLA Lease
Mineral lease on lands administered by the State of Utah School and Institutional Lands Trust Administration

Skidmore Lease
A 20-year mining lease held by the Company in the Sage Plain Project.

SMA
Sheep Mountain Alliance, a non-government organization based in Telluride, Colorado

Subscription Receipts
The 35,500,500 non-transferable subscription receipts offered by the Company in a June 21, 2012 private placement.

Sunday Complex
A complex of mines owned by the Company on the Colorado Plateau in southwest Colorado including

Titan
Titan Uranium Inc., a Canadian corporation and wholly-owned subsidiary of the Company.

Titan Arrangement
The February 29, 2012 transaction in which the Company and Titan completed an arrangement pursuant to the Business Corporations Act (Ontario).

Titan Shares
All of the issued and outstanding shares of Titan, which were acquired by the Company on February 29, 2012.

Torbyn Technical Report
This term refers to the technical report dated January 7, 2009 entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Torbyn Property, Mesa County, Colorado”, prepared by M. Hassan Alief, Certified Professional Geologist, Alinco GeoServices, Inc. Lakewood, Colorado in accordance with NI 43-101.

Towns
The Towns of Telluride and Ophir, Colorado, USA and San Miguel County, Colorado, USA.

Transaction
The transaction in which the Company acquired the US Mining Division from Denison.


Triex
Triex Minerals Corporation

TSX
The Toronto Stock Exchange

U 3 O 8
Triuranium octoxide, the form of uranium typically produced at the White Mesa Mill, often called yellowcake.

UDEQ
Utah Department of Environmental Quality

UDOGM
Utah Department of Oil, Gas and Minerals

UEC
Utah Energy Corp., a Delaware corporation, and a wholly-owned subsidiary of the Company (now called EFR White Canyon Corp.)

Umetco
Umetco Minerals Corporation, a subsidiary of Union Carbide Corporation

Union Carbide
Union Carbide Corporation

Unit
One Common Share and one-half of one Warrant in the June 2012 private placement completed by the Company.

UPC
Uranium Power Corp., a British Columbia corporation, and a wholly-owned subsidiary of the Company.

Uravan Mineral Belt
A zone of uranium and vanadium deposits located in eastern Utah and western Colorado. The Uravan Mineral Belt is the most historically significant uranium producing district in U.S. history.

US Mining Division
All of the assets of Denison located in the United States. All of these assets were acquired by the Company on June 29, 2012.

USFS
U.S. Forest Service

UWQD
Utah Water Quality Division of UDEQ

UxCo
The Ux Consulting Company


V 2 O 5
Vanadium pentoxide, the form of vanadium typically produced at the White Mesa Mill, also called blackflake.

Warrant
The whole warrants issued by the Company’s in the June 2012 private placement.

WEO 2012
The World Energy Outlook 2012 prepared by the International Energy Agency.

WCUL
White Canyon Uranium Ltd., an Australian corporation, and a wholly-owned subsidiary of the Company.

WDEQ
Wyoming Department of Environmental Quality

Western Nuclear
Western Nuclear Inc.

Whirlwind Mine
This term refers to the Company’s Whirlwind mine, an standby uranium mine located in west-central Colorado and east-central Utah, USA, as more particularly described in the Whirlwind Technical Report.

Whirlwind Technical Report
This term refers to the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101.

White Canyon District
An historic uranium district located in southeastern Utah west of the town of Blanding.

White Mesa License
The Radioactive Materials License issued by the State of Utah for the White Mesa Mill.

White Mesa Mill or Mill
This term refers to the Company’s White Mesa mill, located near the town of Blanding, Utah in southeastern Utah, the only operating uranium processing facility in the United States.

Willhunt Technical Report
This term refers to the technical report dated November 30, 2008 entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Willhunt Property, San Miguel County, Colorado”, prepared by Douglas C. Peters, Certified Professional Geologist, Peters Geosciences, Golden, Colorado in accordance with NI 43-101.

Withdrawn Lands
One million acres of lands withdrawn from location and entry under the Mining Law of 1872 near the Grand Canyon National Park.


WNA
The World Nuclear Association



Exhibit 99.4

(A development stage company)

Audited Consolidated Financial Statements

For the Years Ended
September 30, 2011 and 2010







KPMG LLP
Chartered Accountants
Bay Adelaide Centre
333 Bay Street, Suite 4600
Toronto, Ontario M5H 2S5
Canada

Telephone
Fax
Internet


(416) 777-8500
(416) 777-8818
www.kpmg.ca

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Energy Fuels Inc.

We have audited the accompanying consolidated financial statements of Energy Fuels Inc., which comprise the consolidated balance sheets as at September 30, 2011 and 2010, the consolidated statements of comprehensive loss, shareholders’ equity, and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


Page 2

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Energy Fuels Inc. as at September 30, 2011 and 2010, and its results of operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

Emphasis of Matter

Without modifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that Energy Fuels Inc. will require additional financing in order to fund its planned activities. These conditions, along with other matters as set forth in Note 1 in the consolidated financial statements, indicate the existence of a material uncertainty that may cast significant doubt about Energy Fuels Inc.'s ability to continue as a going concern.

Chartered Accountants, Licensed Public Accountants
Toronto, Canada
December 21, 2011



ENERGY FUELS INC.
Consolidated Balance Sheets

    Year Ended  
    September 30,  
ASSETS   2011     2010  
Current assets            
       Cash and cash equivalents $  7,225,182   $  3,738,671  
       Prepaid expenses and other assets   708,247     341,879  
    7,933,429     4,080,550  
Non - current            
       Plant and equipment (Note 3)   282,879     490,750  
       Mineral properties and deferred costs (Note 4)   34,235,323     28,894,305  
       Restricted cash (Note 5)   2,663,713     1,053,703  
             
  $  45,115,344   $  34,519,308  
             
LIABILITIES & SHAREHOLDERS' EQUITY            
             
Current liabilities            
       Accounts payable and accrued liabilities $  865,428   $  827,036  
       Current portion of asset retirement obligation (Note 5)   13,974     12,759  
       Current portion of long-term debt (Note 6)   1,118     15,037  
    880,520     854,832  
Non - current            
       Long-term asset retirement obligation (Note 5)   400,880     338,918  
       Long-term debt (Note 6)   -     1,108  
             
    1,281,400     1,194,858  
Shareholders' equity            
       Capital stock (Note 7)   66,089,168     57,232,407  
       Contributed surplus (Note 7)   20,167,601     14,991,146  
       Deficit   (42,422,825 )   (38,899,103 )
    43,833,944     33,324,450  
  $  45,115,344   $  34,519,308  

Basis of presentation and going concern (Note 1)
Commitments (Note 4 and 10)
Subsequent Events (Note 14)

Approved by the Board

(signed) Stephen P. Antony , Director

(signed) Robert J. Leinster , Director

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

2



ENERGY FUELS INC.
Consolidated Statements of Comprehensive Loss

    Year Ended  
    September 30,  
    2011     2010  

EXPENSES

           

General and administrative

$  3,081,885   $  3,156,965  

Amortization

  107,581     127,620  

Stock-based compensation (Note 7)

  729,768     356,075  

Write-down of mineral properties and deferred costs (Note 4)

  -     638,373  

 

  3,919,234     4,279,033  

Interest income

  11,339     12,671  

Other income (expense)

  5,493     (15,367 )

Gain on sale of plant and equipment

  -     19,572  

Foreign exchange gain (loss)

  378,680     (231,471 )

NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR

$  (3,523,722 ) $  (4,493,628 )

LOSS PER COMMON SHARE (Note 7)

           

       - BASIC AND DILUTED

  ($0.03 )   ($0.05 )

 

           

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 7)

  111,376,261     81,885,706  
 

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

3



ENERGY FUELS INC.
Consolidated Statements of Shareholders' Equity

    Common Shares                    
                            Total  
                Contributed     Accumulated     Shareholders'  
    No. of Shares     Amount     Surplus     Deficit     Equity  
                               

Balance as at September 30, 2009

  76,482,613   $  54,000,709   $  14,635,071   $  (34,405,475 ) $  34,230,305  

   Private placement

  19,250,000     3,080,000                 3,080,000  

   Shares issued for property obligations

  1,456,386     343,243                 343,243  

   Share issuance costs

        (191,545 )               (191,545 )

   Stock based compensation

              356,075           356,075  

   Net loss for the year

                    (4,493,628 )   (4,493,628 )

Balance as at September 30, 2010

  97,188,999     57,232,407     14,991,146     (38,899,103 )   33,324,450  

   Shares and warrants issued for public equity offering

  23,000,000     7,325,786     4,174,214           11,500,000  

   Shares issued for property acquisitions

  2,110,962     2,190,950                 2,190,950  

   Shares issued for property obligations

  217,004     238,358                 238,358  

   Share issuance costs

        (1,791,692 )               (1,791,692 )

   Warrants issued to agents for public equity offering

              414,421           414,421  

   Options exercised

  1,482,700     893,359     (261,144 )         632,215  

   Stock based compensation

              848,964           848,964  

   Net loss for the year

                    (3,523,722 )   (3,523,722 )

Balance as at September 30, 2011 (Note 7)

  123,999,665   $  66,089,168   $  20,167,601   $  (42,422,825 ) $  43,833,944  

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

4



ENERGY FUELS INC.
Consolidated Statements of Cash Flows

    Year ended  
    September 30,  
    2011     2010  
OPERATING ACTIVITIES            
             
Net loss for the year $  (3,523,722 ) $  (4,493,628 )
Items not involving cash:            
 Amortization   107,581     127,620  
 Gain on sale of plant and equipment   -     (19,572 )
 Stock-based compensation   729,768     356,075  
 Write-down of mineral properties and deferred costs   -     638,373  
Net changes in non-cash working capital:            
 Prepaid expenses and other assets   (366,368 )   196,967  
 Accounts payable and accrued liabilities   (20,360 )   (318,497 )
    (3,073,101 )   (3,512,662 )
             
INVESTING ACTIVITIES            
Acquisition of plant and equipment   (77,261 )   (1,512 )
Cash received on sale of equipment   -     143,589  
Mineral property acquisitions and expenditures   (2,493,034 )   (2,922,342 )
Cash deposited with regulatory agencies for asset retirement            
obligations   (1,610,010 )   54,523  
    (4,180,305 )   (2,725,742 )
             
FINANCING ACTIVITIES            
Issuance of common shares and warrants , net of share issuance costs   10,122,730     2,888,455  
Cash proceeds from exercise of stock options and warrants   632,214     -  
Repayment of debt   (15,027 )   (149,206 )
    10,739,917     2,739,249  
             
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE YEAR   3,486,511     (3,499,155 )
             
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR   3,738,671     7,237,826  
CASH AND CASH EQUIVALENTS - END OF YEAR $  7,225,182   $  3,738,671  
             
             
             
SUPPLEMENTAL INFORMATION            
 Cash interest paid $  396   $  1,888  
 Cash taxes paid $  12,286   $  15,367  
             
Non cash investing and financing transactions:            
 Issuance of shares for acquisition of mineral properties $  2,190,950   $   -  
 Issuance of shares for advance royalty obligation $  238,358   $  343,243  

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

5



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

NATURE OF OPERATIONS

Energy Fuels Inc. (the “Company” or “EFI”) was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario.

Energy Fuels Inc. is a Toronto, Ontario based uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico through its wholly-owned Canadian subsidiary, Magnum Uranium Corp. (“Magnum Uranium”) and its wholly-owned U.S. subsidiaries: Energy Fuels Resources Corporation (“EFRC”); Magnum Minerals USA Corp. (“Magnum USA”); and by way of several joint ventures (Note 4) with projects located in Colorado, Utah and Arizona.

The Company is in the process of exploring its mineral properties and has not yet established whether any of its mineral exploration properties contain economically recoverable reserves. The recovery of amounts capitalized for mineral properties and related deferred costs on the balance sheet are dependent upon the existence of economically recoverable mineral deposits, the ability of the Company to complete exploration and/or development exploration of such properties, including related financing requirements and upon future profitable production or, alternatively, upon proceeds from the disposition of the properties.

1. BASIS OF PRESENTATION AND GOING CONCERN

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) applicable to a going concern. The use of Canadian GAAP applicable to a going concern assumes the Company will be able to finance its operations and capital expenditures, realize the value of its assets, pay its liabilities and meet future obligations in the normal course of business. Accordingly, the accompanying financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

As is typical of a development stage company, the Company’s ability to continue as a going concern is dependent upon obtaining outside financing to fund its working capital and current and future capital project requirements. On March 31, 2011, the Company completed an equity financing issuing 23,000,000 shares of common stock at a price of $0.50 per share, for gross proceeds of $11.5 million (Note 7). The additional cash resources have allowed the Company to continue its mineral property consolidation activities and will continue evaluating capital raise alternatives for long term financing of the construction of the Piñon Ridge Mill now that the Company has received the Radioactive Material License (“License”) from the Colorado Department of Public Health & Environment (“CDPHE”).

As noted above, with the approval of the License, the Company has begun the process of seeking project financing for the construction of the mill facility and for funding the decommissioning warranty that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. Under the current terms of the License, during FY 2012 the Company will be required to provide prepayments of the decommissioning warranty in the amount of $9.7 million (Note 4). However, due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013. Accordingly, the Company will likely seek a deferral of these prepayments until FY 2013. The Company believes that CDPHE will agree to such a deferral request since there has been, and will be, no activities on the mill site property that create decommissioning or reclamation liability until the litigation is resolved.

With the net proceeds of the equity financing discussed above, and with its continued focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2012, assuming successful deferral of the decommissioning warranty. Also see Note 14 for discussion of the impact on the Company’s business plan should a proposed merger transaction with a public junior mining company successfully close in early calendar year 2012.

6



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

1. BASIS OF PRESENTATION AND GOING CONCERN (continued)

The Company’s ability to obtain additional project financing and deferral of the decommissioning warranty creates a significant doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these consolidated financial statements then, adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications would be necessary. These adjustments could be material.

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with Canadian GAAP. The significant accounting policies used in the preparation of the consolidated financial statements are as follows:

Principles of consolidation

These consolidated financial statements include the accounts of the Company together with its wholly-owned U.S. subsidiaries, EFRC and Magnum USA, and its wholly-owned Canadian subsidiary, Magnum Uranium. All inter-company transactions have been eliminated.

Interests in the Company’s joint ventures were recognized in these consolidated statements using the proportionate consolidation method.

Use of estimates

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Areas requiring the use of management estimates include the rates for amortization of property, plant and equipment, assessments of the recoverability and fair value of mineral properties, the determination of the provision for future removal and site restoration costs and assumptions used in the determination of the fair value of stock-based compensation. Actual results could differ from those estimates. Management believes that the estimates are reasonable.

Cash and cash equivalents

Cash and cash equivalents include cash, deposits, investments and short-term money market funds.

Plant and equipment

Plant and equipment are recorded at cost. Amortization begins when the asset is placed into service and is calculated on the straight-line basis over the estimated useful lives of the assets, as follows:

  Office equipment  5 yrs
  Furniture and fixtures  5 yrs
  Shop tools and equipment  3-5 yrs
  Mining equipment  5 yrs
  Vehicles and equipment under capital lease   5 yrs

Mineral properties and deferred costs

The Company capitalizes exploration and development expenditures, including stock-based compensation, related to owned and controlled mineral properties at cost. Depreciation of assets used in connection with exploration and development activities is also capitalized. These deferred costs are either amortized against future production upon the commencement of commercial production, or written off to the extent that the properties are sold, allowed to lapse, abandoned or determined to be of no economic benefit. General exploration, overhead and administration costs are expensed in the period incurred.

7



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

The estimated fair values of the mineral properties are individually assessed regularly by management. This assessment may be estimated by quantifiable geological evidence of a commodity resource or reserve or the Company’s assessment of its ability to sell the property for an amount greater or less than the carrying value. If the carrying values exceed the estimated recoverable value, the costs are written down to the estimated fair value.

Impairment of long - lived assets

The carrying values of mineral properties and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Impairment is considered to exist if the total estimated future undiscounted cash flows are less than the carrying amount of the assets. Estimated undiscounted future net cash flows for properties in which a mineral resource has been identified are calculated using estimated future production, commodity prices, operating and capital cost and reclamation and closure costs. If it is determined that the future net cash flows from a property are less than the carrying value, then an impairment loss is recorded to write down the property to fair value.

Asset retirement obligations

The Company’s asset retirement obligation (“ARO”) relates to expected mine reclamation and closure activities, as well as costs associated with exploration drilling. An ARO is recognized initially at fair value with a corresponding increase in the related assets. The ARO is accreted to full value over time through periodic accretion charges recorded to operations. The Company periodically adjusts the carrying amounts of the ARO and the related asset for changes in estimates of the amount or timing of underlying future cash flows.

Stock - based compensation

Stock-based compensation is accounted for at fair value as determined by the Black-Scholes option pricing model using estimated amounts for the volatility of the trading price of the Company’s stock, the expected life of the awards of the stock-based compensation, the fair value of the Company’s stock, and the risk-free interest rate.

The fair value of all stock options granted is recorded as a charge to operations or an addition to exploration properties and deferred exploration and development expenditures as the stock options vest, and a credit to contributed surplus in shareholders’ equity. Stock option expense is added to the properties in a consistent manner in which exploration wages have been added to the properties. Any consideration paid on the exercise of stock options is credited directly to share capital.

Foreign exchange

The Company’s reporting and measurement currency is the Canadian dollar. EFRC’s and Magnum USA’s balances are denominated in U.S. dollars, and since each is financially and operationally interdependent with EFI, they are deemed to be integrated foreign operations for purposes of currency translation. Accordingly, EFRC’s and Magnum USA’s balances are translated into Canadian dollars as follows:

Monetary assets and liabilities at period-end rates;
All other assets and liabilities at historical rates;
Revenue and expense transactions at the average rate of exchange prevailing during the period.

Exchange gains and losses arising on these transactions are reflected in income in the period incurred.

Income taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on the differences between the carrying amount of the assets and liabilities on the balance sheet and their corresponding tax values, using the substantively enacted tax rates expected to apply when these temporary differences are expected to reverse. Future income tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is more likely than not that they will be realized.

8



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Standards and Pronouncements

(1) Not Yet Adopted

( i) International Financial Reporting Standards

In February 2008, the Canadian Accounting Standards Board confirmed that International Financial Reporting Standards (“IFRS”) will replace current Canadian GAAP for publicly accountable profit oriented enterprises. For these entities, IFRS will be required for interim and annual financial statements for fiscal years beginning on or after January 1, 2011. Accordingly, IFRS will be required for EFI’s interim and annual consolidated financial statements for the fiscal year beginning on October 1, 2011. The Company’s first quarterly filing under IFRS will be for the three months ended December 31, 2011. As such, the December 31, 2011 interim financial statements will be prepared in accordance with IFRS on a comparative basis with the three months ended December 31, 2010.

3. PLANT AND EQUIPMENT

    As at September 30, 2011     As at September 30, 2010  
                                     
          Accumulated     Net Book           Accumulated     Net Book  
    Cost     Amortization     Value     Cost     Amortization     Value  
  $     $     $          
Office equipment   155,959     135,472     20,487     136,106     116,125     19,981  
Furniture and fixtures   20,642     16,344     4,298     18,219     12,430     5,789  
Shop tools and equipment   285,856     224,501     61,355     285,856     167,330     118,526  
Vehicles purchase   79,028     28,038     50,990     24,044     18,682     5,362  
Mining equipment   888,907     744,247     144,660     888,907     572,209     316,698  
    1,430,392     1,148,602     281,790     1,353,132     886,776     466,356  
Equipment under capital lease   142,333     141,244     1,089     142,333     117,939     24,394  
Balance, end of year   1,572,725     1,289,846     282,879     1,495,465     1,004,715     490,750  

Amortization in the amount of $177,550 (2010 - $235,448) for plant and equipment used at the mill site and mine properties was capitalized to mineral properties. Substantially all the Company’s property and equipment are located in the U.S.

9



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

4. MINERAL PROPERTIES AND DEFERRED COSTS

    As at     As at  
    September 30, 2011     September 30, 2010  
             
  $      
Acquisition costs            
Balance, beginning of year   8,962,508     8,524,815  
Acquisition expenditures   2,765,348     437,693  
    11,727,856     8,962,508  
Deferred exploration and development expenditures            
Balance, beginning of year   19,931,797     17,658,062  
Exploration expenditures   2,575,670     2,273,735  
    22,507,467     19,931,797  
Balance, end of year   34,235,323     28,894,305  

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

The following is a summary of mineral properties and deferred costs by area of interest as at September 30, 2011:

  As at September 30, 2011     As at September 30, 2010  
          Exploration &              
Properties   Acquisition     Development     Total     Total  
  $     $     $      
   Piñon Ridge Mill Site   1,397,873     11,861,415     13,259,288     11,540,373  
   Whirlwind Mine Area   4,610,907     6,862,957     11,473,864     10,611,813  
   La Sal-Energy Queen District   708,259     1,983,835     2,692,094     2,418,366  
   San Rafael Area   3,205,628     108,451     3,314,079     2,057,672  
   Gateway District   179,758     735,549     915,307     789,321  
   Uravan District   338,209     397,685     735,894     581,894  
   Other Areas-WY, NM   0     45,282     45,282     3,918  
   Moab Area   270,929     36,743     307,672     288,680  
   Slick Rock District   206,770     243,341     450,111     386,088  
    10,918,333     22,275,258     33,193,591     28,678,125  
   Colorado Plateau JV (1)   795,303     217,383     1,012,686     191,485  
   West Lisbon JV   14,220     14,826     29,046     24,695  
   Arizona Strip Partners JV (2)   0     0     0     0  
Balance   11,727,856     22,507,467     34,235,323     28,894,305  

10



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

4. MINERAL PROPERTIES AND DEFERRED COSTS (continued)

(1) Colorado Plateau Partners LLC

On November 1, 2008 EFRC, along with Lynx-Royal JV LLC (“Lynx-Royal”), finalized the formation of Colorado Plateau Partners LLC, a joint venture, to acquire, explore, evaluate and, if justified, mine uranium properties located in the states of Colorado and Utah. EFRC’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed certain mineral leases located in the states of Colorado and Utah, which are currently controlled by EFRC. Lynx-Royal’s contribution was claims located in Colorado and Utah.

(2) Arizona Strip Partners LLC

On June 30, 2008 the Company and Lynx-Royal completed the formation of the Arizona Strip Partners LLC, a joint venture company to explore uranium properties in the Arizona Strip region of Northern Arizona. The Company’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed the Arizona acreage that was controlled by it and the unpatented claims initially held jointly with High Plains Uranium, Inc. under the Arizona Strip Resources Joint Ventures, LLC.

For the year ended September 30, 2011, the Company wrote down mineral properties by $nil (2010 - $638,373). The following is a summary of properties written off:

          As at September 30,  
District and Prospect Name         2011     2010  
US Properties       $      
   Other Areas-WY, NM   35-75, Martinez     -     417,643  
   Gateway District   Torbyn, Calamity Mesa     -     83,511  
   San Rafael District   San Rafael     -     55,117  
   Moab District   Art, Ethan     -     38,415  
   Slick Rock District   GVS KeeNez, Luke, Mo     -     13,345  
   Uravan District   Club Mesa     -     12,805  
Joint Venture Properties                  
   Colorado Plateau Partners   Hop Creek     -     17,537  
Total         -     638,373  

The following is a summary of future commitments by fiscal year for the Company’s properties:

    2012     2013     2014     2015     2016     Thereafter     Total  
$ $ $ $ $ $ $
Piñon Ridge Mill   4,547     4,774     -     -     -     -     9,321  
Mill License Bonding (1)   9,661,957     412,246     -     -     -     -     10,074,203  
Whirlwind Mine Area   167,262     31,686     31,686     31,686     31,686     31,686     325,692  
La Sal -Energy Queen Area   188,477     109,521     78,354     78,354     78,354     695,668     1,228,728  
Gateway District   158,121     106,176     106,176     106,176     106,176     981,137     1,563,962  
Uravan District   103,682     103,682     103,682     103,682     103,682     191,781     710,191  
Slick Rock District   94,072     54,594     112,773     112,773     112,773     1,056,665     1,543,650  
Colorado Plateau JV   141,436     90,789     110,269     136,241     136,241     75,092     690,068  
Total Commitments   10,519,554     913,468     542,940     568,912     568,912     3,032,029     16,145,815  

11



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

4. MINERAL PROPERTIES AND DEFERRED COSTS (continued)

(1) Mill License Bonding

The terms of the License issued to the Company by CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. To date, the Company has transferred USD$844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of USD$1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

Three prepayments of the decommissioning warranty remain to be completed under the terms of the License. In August 2011, CDPHE approved the Company’s request to defer its remaining financial assurance payments until next construction season. The revised timetable for submitting the remaining payments are March 7, 2012 (USD$2,898,260), September 7, 2012 (USD$6,401,920) and March 7, 2013 (USD$396,810).

Under the terms of the surety bond arrangement with the third-party provider, the Company deposited USD$686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s balance sheet and should be considered not available for general working capital purposes.

5. ASSET RETIREMENT OBLIGATIONS

The following table summarizes the Company’s asset retirement obligations:

    As at     As at  
    Sept 30, 2011     Sept 30, 2010  
  $      
Reclamation obligations, beginning of year   351,677     305,580  
   Expenditures during current year   (1,071 )   (15,869 )
   Accretion   64,248     61,966  
Reclamation obligations, end of year   414,854     351,677  
Site restoration liability by location:            
   Exploration drill holes   13,974     12,759  
   Whirlwind Mine   188,606     158,157  
   Energy Queen Mine   212,274     180,761  
    414,854     351,677  
Site restoration liability:            
   Current   13,974     12,759  
   Non-current   400,880     338,918  
    414,854     351,677  

During the year ended September 30, 2011, there were no new obligations to the ARO. In calculating the 2011 ARO, management used an inflation rate of 4.9% and a weighted average cost of capital of 15.24%, which are based on information at the inception of the ARO. Accretion expense of $64,248 (2010 - $61,966) was capitalized to mineral properties during the year.

The undiscounted ARO as at September 30, 2011 is $510,281 (2010 - $507,562).

12



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

5. ASSET RETIREMENT OBLIGATIONS (continued)

Restricted cash, which is held by regulatory agencies to settle these future obligations, is comprised of the following:

    As at     As at  
    Sept 30, 2011     Sept 30, 2010  
  $     $    
Regulatory agency:            
Colorado Division of Reclamation, Mining and Safety   579,642     574,565  
Colorado Department of Public Health & Environment   1,590,919     -  
State of Utah Division of Oil, Gas and Mining   482,763     468,840  
Wyoming Department of Environmental Quality-Land Quality Division   10,389     10,298  
    2,663,713     1,053,703  

6. LONG - TERM DEBT

The Company’s long-term debt is comprised of the following:

    As at     As at  
    September 30,     September 30,  
2011 2010
  $      
Capital lease obligations   1,118     16,145  
       Total   1,118     16,145  
             
Capital lease obligations by duration:            
   Current portion   1,118     15,037  
   Long-term portion   0     1,108  
    1,118     16,145  

The table below represents currently scheduled maturities of long-term debt:

  $  
   2012   1,123  
Total minimum payments   1,123  
Amount representing interest   (5 )
Total long-term debt   1,118  
Less: Current portion   (1,118 )
Long-term portion   0  

13



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

7. CAPITAL STOCK

Authorized share capital

The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

Issued share capital

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

    As at     As at  
    September 30, 2011     September 30, 2010  
    Shares     Amount $     Shares     Amount $  
Balance, beginning of year   97,188,999     57,232,407     76,482,613     54,000,709  
   Public offering (1)   23,000,000     7,325,786     0     0  
   Private placement (2)   0     0     19,250,000     3,080,000  
   Options exercised   1,482,700     893,359     0     0  
   Advance royalty payments (3)   217,004     238,358     1,456,386     343,243  
   Property acquisitions (4)   2,110,962     2,190,950     0     0  
   Share issuance costs   0     (1,791,692 )   0     (191,545 )
Balance, end of year   123,999,665     66,089,168     97,188,999     57,232,407  

(1)

On March 31, 2011, the Company completed a public offering (the “Offering”) for net proceeds of $10,123,000, net of cash costs totaling $1,377,271. A total of 23,000,000 units were issued at a price of $0.50, with each unit (“Unit”) comprising one Common Share and one-half of a warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.65 per share until March 31, 2015. The fair value of the 11,500,000 whole warrants that were issued on completion of the sale were estimated using the Black- Sholes model to be $4,174,214 and such value is recorded in contributed surplus which is a separate component of shareholders’ equity.

   

In addition, 1,610,000 agent warrants were issued entitling the holder to purchase one Common Share at a price of $0.50 per share until September 30, 2012. The fair value of the agent warrants were estimated using the Black-Sholes model to be $414,421 and is shown within equity as share issuance costs.

   
(2)

On July 7, 2010 the Company completed a private placement under which 19,250,000 common shares were issued to Dundee Resources Limited at a price of $0.16 per share. Net proceeds to the Company, after deducting commissions and other share issuance costs, were $2,888,455.

   
(3)

On December 22, 2009 the Company issued 848,109 common shares valued at $211,120 as payment toward the total Whirlwind Mine advance royalty due of $632,640. The remaining balance of $421,520 was paid in cash in December 2009.

   

On April 12, 2010 the Company issued 416,093 common shares valued at $91,957 as payment toward the Crosswinds advance royalty of $137,936. The remaining balance of $45,979 was paid in October 2010.

   

On May 20, 2010 the Company issued 192,184 common shares valued at $40,166 as payment of the advance royalty due on both the Torbyn and the Calamity mining leases.

14



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

7. CAPITAL STOCK (continued)

On November 16, 2010 the Company issued 66,708 common shares valued at $40,292 based on the average closing price for the five trading days immediately prior as payment toward the advance royalty due on the Willhunt Property claim group.

   

On January 24, 2011 the leaseholder of the mineral lease on the Whirlwind property elected to take USD$200,000 of the USD$300,000 advance royalty due December 11, 2011 in EFI common shares. On April 26, 2011, the Company issued 150,296 common shares based on the average closing price for the five trading days immediately prior to January 24, 2011. The common shares were valued at $198,066. The remaining USD$100,000 is payable in cash on December 11, 2011.

   
(4)

On February 1, 2011, the Company issued 1,046,067 common shares to Titan Uranium Inc. to acquire a 100% interest in a block of ten mining claims (the Hollie Claims) located in Emery County, Utah. The common shares were valued at $1,193,068.

   

On February 10, 2011, the Company issued 1,064,895 common shares to Nuvemco, LLC to acquire the Calliham mining lease consisting of approximately 320 acres located in San Juan County, Utah. The common shares were valued at $997,882 based on the average closing price for the five trading days immediately prior.

Stock Options

The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

For the year ended September 30, 2011, the Company granted 1,880,000 stock options (2010 – 2,185,000) to its employees, directors and consultants recording stock-based compensation expense of $701,963, net of $111,612 capitalized (2010- $337,671, net of $nil). In addition, the Company also recorded stock-based compensation expense of $27,805, net of $7,584 capitalized (2010 - $18,404, net of $nil) for those stock options granted in a prior year and which vested during the current year. Corresponding amounts were recognized as contributed surplus in the year.

The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the year:

  Risk free rate 1.89% - 2.63%
  Expected life 4.50 years
  Expected volatility 102% - 105%
  Expected dividend yield 0.0%

The fair value of stock options granted during the year ended September 30, 2011 is as follows:

    As at     As at  
    Sept 30, 2011     Sept 30, 2010  
  $     $    
             
Value of stock options granted   848,964     356,075  
Deduct value of stock options not vested   0     (18,404 )
    848,964     337,671  

15



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

7. CAPITAL STOCK (continued)

The summary of the Company’s stock options at September 30, 2011 and 2010, and the changes for the fiscal years ending on those dates is presented below:

    As at     As at  
    September 30, 2011     September 30, 2010  
                                     
          Weighted                          
    Range of     Average           Range of     Weighted        
    Exercise     Exercise           Exercise     Average        
    Prices     Price           Prices     Exercise Price        
$     $       Number of
Options
        Number of
Options
 
Balance, beginning of year   0.16 - 2.25     0.60     6,543,000     0.35 - 4.00     1.54     6,243,000  
                                     
Transactions during the period:                                    
   Granted   0.51 - 0.71     0.52     1,880,000     0.16 - 0.35     0.26     2,185,000  
   Exercised   0.20 - 0.45     0.43     (1,482,700 )   -     -     0  
   Forfeited   2.25     2.25     (125,000 )   0.35 - 2.25     1.01     (275,000 )
   Expired   0.45     0.45     (195,000 )   2.25 - 4.00     3.70     (1,610,000 )
Balance, end of period   0.16 - 2.25     0.59     6,620,300     0.16 - 2.25     0.60     6,543,000  

The following table reflects the actual stock options issued and outstanding as of September 30, 2011:

          Remaining     Number of           Number of  
    Exercise Price     Contractual     Options     Number of     Options  
Expiry Date   ($)     Life (Years)     Outstanding     Options Vested     Unvested  
                               
Jan-2012   0.45     0.25     10,000     10,000     -  
Feb-2012   0.45     0.34     58,500     58,500     -  
Nov-2012   0.45     1.12     481,800     481,800     -  
Jan-2013   2.25     1.28     710,000     710,000     -  
May-2013   2.25     1.60     25,000     25,000     -  
Feb-2014   0.35     2.35     700,000     700,000     -  
Jul-2014   0.35     2.80     670,000     670,000     -  
Oct-2014   0.35     3.06     150,000     50,000     100,000  
Dec-2014   0.35     3.23     150,000     50,000     100,000  
Jun-2015   0.16     3.73     12,500     12,500     -  
Jul-2015   0.20     3.79     860,000     553,333     306,667  
Jul-2015   0.17     3.81     12,500     12,500     -  
Aug-2015   0.30     3.85     900,000     900,000     -  
Oct-2015   0.62     4.05     75,000     75,000     -  
Nov-2015   0.71     4.12     50,000     50,000     -  
Apr-2016   0.51     4.54     1,755,000     1,755,000     -  
          3.21     6,620,300     6,113,633     506,667  

16



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

7. CAPITAL STOCK (continued)

Warrants

On March 31, 2011 as part of the Public Offering, 11,500,000 share purchase warrants were issued at a price of $0.65 per share and a fair value estimated using the Black-Scholes model to be $4,174,214. In addition, and as part of the Public Offering, the Company issued 1,610,000 agent compensation warrants at a price of $0.50 per share and a fair value of $414,421.

The summary of the Company’s common share purchase warrants at September 30, 2011 is presented below :

          Weighted  
          Average  
    Number of Warrants     Exercise Price  
Balance, beginning of year   -   $   -  
Transactions during the year:            
   Warrants   11,500,000   $ 0.65  
   Agent warrants   1,610,000   $ 0.50  
Balance, end of year   13,110,000   $  0.63  

Contributed Surplus

    As at     As at  
    Sept 30, 2011     Sept 30, 2010  
  $     $    
Balance, beginning of year   14,991,146     14,635,071  
   Stock-based compensation expense   848,964     356,075  
   Warrants issued on public offering   4,174,214     -  
   Warrants issued to agents for public offering   414,421     -  
   Stock options transferred to share capital upon exercise   (261,144 )   -  
Balance, end of year   20,167,601     14,991,146  

Loss Per Common Share

    Year ended     Year ended  
    Sept 30, 2011     Sept 30, 2010  
Net loss   ($3,523,722 )   ($4,493,628 )
             
Weighted average number of common shares outstanding   111,376,261     81,885,706  
Loss per share - basic and diluted   ($0.03 )   ($0.05 )

For the year ended September 30, 2011, 6,620,300 (2010 – 6,543,000) options have been excluded from the calculation of diluted loss per share because they are anti-dilutive.

17



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

8. INCOME TAXES

Provision for Income Taxes   Year ended September 30,  
    2011     2010  
  $     $    
Loss before income taxes   3,523,722     4,493,628  
             
Expected tax recovery at Canadian statutory rate of 28.75%   1,013,070     1,426,700  
   (2010 - 31.75%)            
             
Increase (decrease) resulting from:            
   Stock based compensation   (209,800 )   (113,000 )
   Non-taxable portion of foreign exchange gain/(loss)   54,400     (36,700 )
   Foreign tax rate differences   240,700     201,500  
   Tax losses not tax benefited   (1,098,370 )   (1,478,500 )
Income tax expense   -     -  
             
             
Future Tax Balances   As at September 30,  
    2011     2010  
  $     $    
Future income tax assets, short-term            
   Unrealized foreign exchange gains   (160,400 )   (95,800 )
             
Future income tax assets, long-term            
   Asset retirement obligations   158,700     134,500  
   Non-capital losses   9,199,500     7,615,500  
   Share issue costs   387,100     364,900  
   Property, plant and equipment   (84,100 )   (14,200 )
   Mineral properties and deferred costs   2,616,100     2,981,000  
Subtotal   12,116,900     10,985,900  
   Valuation allowance   (12,116,900 )   (10,985,900 )
Balance, end of year   -     -  

Tax Loss and Other Tax Attributes Carry Forwards

The Company has approximately $1,548,000 (2010 - $1,459,000) of share issuance costs which are available in computing taxable income over the next two years. The Company and its Canadian subsidiaries have approximately $2,988,000 in cumulative Canadian exploration expenses, $467,000 in cumulative Canadian development expenses and $3,491,000 of foreign exploration expenses which can be deducted in computing Canadian taxable income. A Canadian subsidiary has approximately $292,000 of Canadian exploration expenses and $517,000 of Canadian development expense the future deductions for which are subject to certain restrictions. The Company and its Canadian subsidiaries have approximately $12,264,000 of non-capital losses carried forward available to be deducted in computing Canadian taxable income in future years of which $274,000 expire in 2014, $470,000 expire in 2025, $456,000 expire in 2026, $2,483,000 expire in 2027, $2,446,000 expire in 2028, $1,995,000 expire in 2029, $2,125,000 expire in 2030 and $2,015,000 in 2031. The Company's U.S. subsidiaries have approximately US$15,436,000 of net operating losses available in computing income for United States federal income tax purposes of which US$297,000 expire in 2026, US$3,000,000 in 2027, US$3,908,000 expire in 2028, US$3,055,000 expire in 2029, US$2,523,000 expire in 2030 and $2,653,000 expire in 2031.

18



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

9. RELATED PARTY TRANSACTIONS

(1)

During the year ended September 30, 2011, the Company incurred management consultation expenses of $nil (2010 – $134,196) for the services of its former Chief Executive Officer.

   
(2)

During the year ended September 30, 2011, the Company incurred management consultation expenses of $nil (2010 – $104,099) for the services of its Chief Operating Officer.

   
(3)

During the year ended September 30, 2011, the Company incurred expenditures of $nil (2010 – $42,665) to the spouse of the former Chief Executive Officer of the Company for administrative services.

   
(4)

During the year ended September 30, 2011, the Company incurred rent expenditures of $nil (2010 – $16,968) for rental space controlled by the former Chief Executive Officer of the Company.

   
(5)

During the year ended September 30, 2011, the Company completed a public equity offering that was managed by a lead underwriting agent who is an associate of a shareholder of EFI.

These transactions occurred in the normal course of operations and are measured at the exchange value.

10. COMMITMENTS

The Company is committed to payments under various operating leases. The future minimum lease payments are as follows:

As at September 30, 2011 $    
       2012   84,519  
       2013   28,416  
       Total   112,935  

11. CAPITAL DISCLOSURES

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of cash and cash equivalents, common shares and stock options. Changes in the equity accounts of the Company are disclosed in Note 7. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares. The Company will require access to equity and credit markets to fund continued exploration and development of its mineral properties and the future growth of the business. The Company is not subject to externally imposed capital requirements.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

The Company is required by regulatory agencies to provide surety bonds of $2,663,713 (Note 5) to cover the estimated reclamation costs for exploration and development, the mine closure obligations at both the Whirlwind and the Energy Queen mine, and for the Piñon Ridge Mill recommissioning warranty.

The company has no other externally imposed capital requirements.

19



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Fair value hierarchy:

Financial instruments recorded at fair value on the balance sheet are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.

Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.

Level 3 – Reflects inputs that are not based on observable market data.

The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as of September 30, 2011:

    Level 1     Level 2     Level 3     Total  
Cash and cash equivalents                        
   Cash $  515,489   $  -   $  - $     515,489  
   Cash equivalents   6,709,693                 6,709,693  
  $  7,225,182   $  -   $  - $     7,225,182  

(b) Fair values:

The Company's financial instruments consist of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, and long-term debt. CICA Handbook Section 3855 requires all financial assets and liabilities to be classified as one of five categories: held for trading, available for sale, held to maturity, loans and receivables, or other financial liabilities. Cash and cash equivalents are designated as held for trading, and are measured at fair value at the consolidated balance sheet date. HST recoverable is designated as loans and receivables and accounted for at amortized cost, net of an allowance for doubtful accounts. Accounts payable, accrued liabilities and long-term debt are designated as other financial liabilities and are recorded at amortized cost. Accounts receivable and accounts payable and accrued liabilities use cost as the estimate of fair value because the difference between cost and amortized cost using the effective interest method has been assessed as insignificant.

As at September 30, 2011, the fair values of cash and cash equivalents, restricted cash, short-term deposits, receivables, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.

(c) Credit Risk:

The Company restricts investment of cash balances to financial institutions with high credit standing. To date, these concentrations of credit risk have not had any effect on the Company’s financial position or results of operations.

(d) Liquidity Risk:

Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 11. The Company has $7,052,909 of working capital as at September 30, 2011 (2010 - $3,225,718). Accounts payable and accrued liabilities, current portion of notes payable and current taxes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in Notes 5 and 10.

20



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

(e) Foreign Currency Risk:

The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

The following table summarizes, in Canadian dollar equivalents, the Company’s major foreign currency exposures as of September 30, 2011:

Cash $ 6,778,674  
Accounts receivable   602,556  
Accounts payable and accrued liabilities   712,414  
Capital lease obligations   1,118  
   Total $ 8,094,762  

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at September 30, 2011 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

          Increase (decrease) in net  
    Change for Sensitivity Analysis     income  
Strengthening net earnings   +1% change in U.S. dollar   $80,948  
Weakening net earnings   -1% change in U.S. dollar     ($80,948)

(f) Interest rate risk:

The Company is not exposed to any significant interest rate risks.

13. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the presentation adopted in the current year.

14. SUBSEQUENT EVENTS

Skidmore Property Acquisition

On October 14, 2011, the Company agreed to purchase the mining lease and all related data for the Skidmore Property, located in San Juan County, Utah, from Nuclear Energy Corporation, LLC for US$1,500,700. Consideration of US$500,000 was paid at closing and US$125,000 was paid in November 2011, with the balance due in equal interest-free installments over the next four years. This property is in the designated area of interest of the Colorado Plateau Partners LLC joint venture (“CPP”). In accordance with the terms of the CPP joint venture agreement, in October 2011 the Company proposed to assign the Skidmore Lease to CPP. On November 23, 2011, Lynx-Royal declined the offer to participate. As a result, the remaining acquisition payments, development costs and production expenditures related to the Skidmore Lease will be paid 100% by EFI.

21



ENERGY FUELS INC.
(A development stage company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

14. SUBSEQUENT EVENTS (continued)

Titan Uranium Inc. Merger

On December 5, 2011 the Company and Titan Uranium Inc. ("Titan") entered into an Business Combination Agreement (“Merger Agreement”) whereby EFI will acquire, by way of a plan of arrangement, all of the outstanding common shares of Titan (the "Transaction"). Upon closing of the Transaction, Titan shareholders will receive 0.68 common shares of EFI for each whole common share of Titan and will own approximately 42% of the issued and outstanding common shares of EFI.

The execution of the Merger Agreement followed satisfactory completion of the following conditions:

(1)

Satisfactory completion of due diligence investigations by the both parties.

(2)

Execution of support agreements with all directors and officers of Titan and with the two largest shareholders of Titan .

(3)

Execution of support agreements with all directors and officers of EFI and with the two largest shareholders of EFI .

(4)

Approval by the Board of Directors of each of Titan and EFI.

The Merger Agreement also provides that, upon signing of the Agreement and satisfaction of certain conditions, EFI will lend Titan up to US$1,500,000 in the form of a secured bridge loan. The loan is secured by Titan’s Sheep Mountain Project and would bear interest at a rate of 5% per annum payable at maturity and would mature upon the earlier of (i) the closing of the Transaction and (ii) March 1, 2012. The Merger Agreement also permits Titan to obtain interim debt financing of up to $1,000,000 prior to the closing of the Transaction.

The Merger Agreement contains customary deal protection mechanisms, including a break fee payable in certain events, non-solicitation provisions and rights to match a superior proposal. Completion of the Transaction is also subject to the following additional conditions:

(1)

Sale of Titan’s Canadian mineral properties on terms acceptable to EFI.

(2)

Approval of the Transaction by Titan shareholders.

(3)

Approval of the Transaction by EFI shareholders.

(4)

Receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange and TSX Venture Exchange.

(5)

Court approval of the plan of arrangement.

The Company has prepared a post-close business plan that addresses working capital requirements and current and future capital project requirements for the combined entities, should the Transaction successfully close.

To support the combined business plan at the desired level of budgeted activities, the Company will seek additional outside financing. While the Company is evaluating several financing alternatives, there is no assurance that such financing can be obtained on acceptable terms. Accordingly, while the Company is conducting the financing process, the planned operating activities for both entities will be moderated to ensure that adequate working capital is available beyond calendar year 2012.

22



Exhibit 99.5


Management’s
Discussion
&
Analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

December 17, 2011

INTRODUCTION

The following discussion and analysis, which is the responsibility of management, should be read in conjunction with the Consolidated Financial Statements and accompanying notes of Energy Fuels Inc. (the “Company” or “Energy Fuels”) for the years ended September 30, 2011 and September 30, 2010. This discussion contains certain forward-l ooking information and statements. Please see “Risk Factors” and “Cautionary Statement on Forward -Looking Information and Statements” for a discussion of the risks, uncertainties and assumptions relating to this information and these statements. These are subject to significant risks and uncertainties that may cause projected results or events to differ materially from actual results or events.

In this discussion, the terms “Company”, “we”, “us” and “our” refer to the Company and, as applicable, the Compan y’s wholly-owned subsidiaries Energy Fuels Resources Corporation (“EFRC”) , Energy Fuels Exploration Inc., Magnum Uranium Corp. (“Magnum Uranium ”) and its wholly-owned subsidiary Magnum Minerals USA Corp. as a group. All financial information in this discussion and analysis is presented in Canadian dollars unless otherwise stated and have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”).

Additional Information

Additional information relating to Energy Fuels Inc., including all public filings and financial statements, are available on SEDAR at www.sedar.com , and on the Company’s website at www.energyfuels.com .

Stephen P. Antony, P.E., President & CEO of the Company, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the exploration information and technical disclosure in this MD&A.

 
MD&A YEAR ENDED SEPTEMBER 30, 2011



ENERGY FUELS INC. 2

FISCAL YEAR 2011 SIGNIFICANT EVENTS

  •  
  • On March 31, 2011, the Company completed a public offering for net proceeds of $10,123,000, net of cash costs totalling $1,377,000. A total of 23,000,000 units were issued at a price of $0.50 each, with each unit comprising one Common Share and one-half of a warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.65 per share until March 31, 2015. The proceeds are being used to continue advancing the Piñon Ridge Mill licensing and construction planning process, to maintain existing permits and facilities, for resource expansion on currently owned mineral properties and to continue evaluation and possible acquisition of additional mineral properties as part of the Company’s property consolidation strategy.

         
  •  
  • On December 5, 2011 the Company and Titan Uranium Inc. ("Titan") entered into a Business Combination Agreement (“Merger Agreement”) whereby EFI will acquire, by way of a plan of arrangement, all of the outstanding common shares of Titan (the "Transaction"). Upon closing of the Transaction, Titan shareholders will receive 0.68 common shares of EFI for each whole common share of Titan and will own approximately 42% of the issued and outstanding common shares of EFI.

         
  •  
  • The Company advanced the strategic objective to become a fully integrated producer with milestones related to the licensing process for the proposed Piñon Ridge Mill (“Mill”) as follows:

         
      o License/Permits --

    > On January 5, 2011 received conditional approval and on March 7, 2011, received final approval by the Colorado Department of Public Health and Environment (“CDPHE”) for a Radioactive Materials License (“License”) for the 500 ton per day Mill facility, allowing the Corporation to build and operate the first conventional uranium mill in the U.S. in thirty years.

         

    > On October 27, 2011, received approval from the Environmental Protection Agency (“EPA”) for the construction of the tailings impoundment and evaporation pond facilities for the Mill. These facilities will manage the tailings and wastewater produced by the Mill. Radon emissions from uranium tailings and wastewater are regulated by the EPA under the National Emission Standards for Hazardous Air Pollutants (“NESHAPS”).

         

    > The remaining primary permit to be received is the air quality permit from the Colorado Air Pollution Control Division (“CAPCD”). The decision on this permit is expected during the 1 st calendar quarter of 2012.

         
      o Litigation --

    > On February 4, 2011, Judge James Schum of the State of Colorado District Court in Montrose County denied the legal challenge by Sheep Mountain Alliance (“SMA”) of the decision by the Montrose County Board of County Commissioners (“MCBOCC”) to approve the Special Use Permit for the Company’s Mill, originally approved on September 30, 2009. On March 18, 2011, SMA appealed the District Court’s decision to the Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals upheld the District Court’s decision. SMA has 15 days to request a rehearing on the case or alternatively, SMA can petition the Colorado Supreme Court to hear the case. SMA is a non-governmental organization based in Telluride, Colorado.

         

    > On February 8, 2011, SMA filed a complaint in District Court, City and County of Denver, Colorado, that names CDPHE as Defendant and EFRC as a party whose rights are directly affected by the disposition of the case and alleges improprieties in the January 5, 2011, issuance of the License to EFRC by CDPHE for the Company’s Mill. On February 23, 2011, CDPHE filed a comprehensive Motion to Dismiss SMA’s lawsuit. On March 10, 2011, the Company filed its own Motion to Dismiss SMA’s lawsuit. On May 25, 2011, motions by CDPHE and the Company to dismiss the complaint filed by SMA against the CDPHE were denied by the District Court in the City and County of Denver. The decision by the court addressed issues of jurisdiction and standing of the Plaintiffs and notably did not review or address any facts or substantive aspects of the complaint.


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 3

    FISCAL YEAR 2011 SIGNIFICANT EVENTS (continued)

      o Financial --

    > Posted a surety bond in the amount of US$1.37 million with CDPHE on May 6, 2011 for the 1 st instalment of the Decommissioning Funding Plan (“DFP”) required by the License. In March 2011, the Company transferred US$844,400 in cash to CDPHE for the Long-term Care fund component.

       

    o

    Construction Planning -- > Completed Phase 1 of the process to develop detailed engineering construction drawings. The Company incurred approximately $575,000 for this first phase.

       

  •  
  • Advanced the strategic objective of expanding and consolidating assets located in the Western U.S. in the historic Colorado Plateau uranium/vanadium mining district as follows:

       

      o

    La Sal-Energy Queen District --

    > Expanded the uranium property position adjoining the Energy Queen Mine by acquiring two Utah State Mineral Leases and 13 unpatented claims from Uranium One Inc. in November 2010.

       

      o

    San Rafael District --

    > In February 2011, the Company issued 1,046,067 common shares valued at US$1.2 million to purchase the rights for ten Hollie claims, located in Emery County, Utah from Titan Uranium USA, Inc. The Hollie claims are located about 120 highway miles from the site of the proposed Piñon Ridge Mill and are surrounded by claims owned by the Company in the San Rafael uranium district.

       

      o

    Colorado Plateau Partners LLP joint venture (La Sal-Energy Queen District) --

    > In November 2010, Colorado Plateau Partners (“CPP”) acquired 94 contiguous mining claims (1,942 acres) in the Sage Plain area of Utah and Colorado at the south end of the Uravan Mineral Belt, along with a Utah State Mineral Lease on two nearby properties (733 acres). All of these properties were acquired from Uranium One. They are located in close proximity to two other Utah State leases already owned by CPP and are about 70 highway miles from Energy Fuels’ proposed Mill. The properties were acquired for a nominal cash payment and overriding royalties.

       

    > In February 2011, the Company issued 1,064,895 common shares valued at US$1.0 million to purchase the mining lease and all related data for the Calliham Mine, located in San Juan County, Utah from Nuvemco LLC. This property is in the designated area of interest of the CPP. The property was contributed to the CPP joint venture after the Company’s partner, Lynx-Royal JV LLC (“Lynx- Royal”), agreed to the contribution.

       

    > In July 27, 2011, the Company paid $500,000 to purchase the mining lease and all related data for the Crain Property, located in San Juan County, Utah from UEC Resources Ltd. This property is in the designated area of interest of CPP. The property was contributed to the joint venture after Lynx- Royal agreed to the contribution.

       

    > In October 2011, the Company purchased a 20-year mining lease (the “Skidmore Lease”) in southeast Utah’s Sage Plain District from privately held Nuclear Energy Corporation for US$1,500,700. The Skidmore Lease, located on approximately 709 acres in San Juan County, Utah, includes large portions of the historic Calliham Mine and is adjacent to the Calliham Lease, the Crain Lease, the Sage Properties, and other mining claims already owned or controlled by Energy Fuels through CPP. With this acquisition, Energy Fuels has assembled sufficient contiguous historical resource acreage to begin permitting a uranium and vanadium mine in the Uravan Mineral Belt with Utah’s Department of Oil, Gas, and Minerals. This has the potential to be the third mine permitted to feed Energy Fuels’ proposed Mill near Naturita, Colorado.


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 4

    OPERATIONS AND PROJECTS

  •  
  • Piñon Ridge Mill Licensing Process -
      o Incurred costs of $1,144,000 for activities related to the License received from CDPHE.
      o Incurred costs of $575,000 for Phase 1 activities for detailed engineering construction drawings.
         
  •  
  • Development of permitted mines -

    o

    Whirlwind Mine – incurred costs of $754,000 for property holding, exploration and permit compliance activities.

      o Energy Queen Mine – incurred costs of $267,000 for exploration and permit compliance activities.
         
  •  
  • Exploration Projects –

    o

    Arizona Strip Partners Joint Venture – managed the joint venture exploration activities on the Arizona Strip with costs in the amount of $462,000 funded by the joint venture partner for earn-in credit.

    FINANCIAL CONDITION & LIQUIDITY

  •  
  • The Company’s cash expenditures during the fiscal year ended September 30, 2011 were $7,664,000 of which $1,610,000 was used for collateral for surety bonds posted primarily for the DFP required under the License, $2,585,000 was invested primarily in mineral properties and mill licensing, $3,082,000 was used for general operations including management and staff salaries, facility costs, investor relations, professional fees and corporate governance costs, and $387,000 in working capital reductions.

     

  •  
  • On March 31, 2011, the Company completed a public offering for net proceeds of $10,123,000, net of cash costs totalling $1,377,000.

     

  •  
  • Cash reserves were $7,225,000 at September 30, 2011.


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 5

    OUTLOOK

  •  
  • The spot uranium price per lb. of U 3 O 8 increased from US$46.75 per lb. at September 30, 2010 to US $52.50 per lb. at December 8, 2011, a 12% increase. While there has been a downward impact on market prices from the market tumult caused by the severe damage to Japan’s Fukushima Daiichi I and II Nuclear Power Plants in March, 2011, most forecasts continue to predict long-term upward trending uranium market prices as China, India, Russia and other Pacific Rim countries with expansive nuclear plant construction programs begin to bring plants on-line.

     

  •  
  • With this market forecast in mind, the Company’s goal is to have fully integrated production capability in place during 2013-2014, subject to the timing of completion of litigation activities related to the License and the Montrose County Special Use Permit and the Company’s ability to obtain financing on acceptable terms.

     

  •  
  • The Piñon Ridge Mill license application was conditionally approved by CDPHE on January 5, 2011, with final approval granted on March 7, 2011. As a result of the approval, the Company has started engineering activities to prepare detailed plans for construction of the mill complex.

     

  •  
  • The Company will continue the Colorado Plateau consolidation strategy by funding exploration activities on its mineral property portfolio and pursuing other property merger and acquisition opportunities.

     

  •  
  • While management believes the long-term outlook remains favourable, the economic uncertainty and financial market volatility that could impact the long-term financial condition, liquidity and future prospects of the Company cannot be ignored. The Company will continue to look for opportunities to reduce costs and defer projects that do not offer immediate return on investment.

     

  •  
  • The Company’s ability to continue as a going concern is dependent upon its ability to finance its current and future operations and future capital expenditures. The Company will continue to review and evaluate financing options based on market conditions, including capital raised through the public equity markets or strategic partner(s) for continued investment in the Colorado Plateau mining infrastructure. However, there is no assurance that equity or any other type of funding will be available to Energy Fuels at the times or amounts required to fund the Company’s activities beyond the end of FY 2012.

    OVERVIEW AND DESCRIPTION OF BUSINESS

    Energy Fuels is a Toronto, Ontario based uranium and vanadium exploration and mine development company listed on the Toronto Stock Exchange; trading symbol: ‘EFR’. The Company’s mission has been to build a fully integrated uranium and vanadium production company through exploration, development, mining, milling and sales, primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado, Utah and Arizona) and in the broader western United States.

    The Colorado Plateau is the highest producing and highest grade uranium region in the United States. In the 42 years between 1948 and 1990, approximately 250 million pounds of natural uranium (“U 3 O 8 ”) were produced from Colorado and Utah, an average of about 6 million pounds per year. This production ceased only because uranium prices would no longer support the costs of production, not because of resource depletion.

    The Company has focused its core strategy on the Colorado Plateau for the following reasons:

  •  
  • Reserve and grade risk – the reserve base and mining history for the Colorado Plateau region is well documented.

  •  
  • Process risk – the ore feedstock recovered from conventional mining techniques combined with a well-proven milling process facilitates production of consistent recoveries of yellowcake.


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 6

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

  •  
  • Permitting and regulatory risk – the state of Colorado and the state of Utah natural resource regulatory agencies are objective and sophisticated in managing their regulatory programs; in addition, Colorado is an “Agreement State” for mill licensing, whereby the licensing authority is the CDPHE instead of the federal Nuclear Regulatory Commission.

     

  •  
  • Market risk – The Colorado Plateau uranium ore deposits also include recoverable quantities of vanadium which are marketed to the steel industry as an alloying agent and is utilized in vanadium batteries; vanadium is recovered as a by-product in the milling process providing a second commodity for a market not related to the uranium market.

     

  •  
  • Country risk – The location of mineral properties in the United States present little risk of government expropriation.

    The Company currently has two permitted mines in its mineral property portfolio. The Whirlwind Mine is located in the Upper Uravan Mineral Belt approximately 4 miles southwest of Gateway, Colorado and received its final permit approval from local, state and federal regulators in September 2008. The Energy

    Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah. Energy Queen’s permit was transferred by Denison Mines (USA) to Energy Fuels in January 2008.

    In July 2007, Energy Fuels acquired an 880 acre site approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which to build its Piñon Ridge uranium mill. The Piñon Ridge mill site is large enough to accommodate a mill to meet the needs of the Company for at least 40 years of mill operation from the milling of 500 tons per day (“tpd”) of ore, which could be supplied from this regional resource base. While the mill complex and site are designed for the milling of 500 tpd of ore, it could be expanded to a 1,000 tpd production rate if market conditions warrant. However, expansion to 1,000 tpd would require application for a permit modification and be subject to the regulatory process associated therewith.

    After acquisition of the land in July 2007, work started immediately to gather the necessary environmental baseline and site characterization data to support the license application. Basic engineering design of the mill was initiated soon afterward in the fall of 2007.

    In July of 2008, the Company applied to Montrose County, Colorado, for its Special Use Permit, requesting that the land use designation for the 880 acre mill site be changed from “General Agricultural” to “Mineral Resource Operation Facility”. The county permitting process required Energy Fuels to work through three levels of County regulation including the West End Planning Advisory Committee, the Montrose County Planning Commission, and the Board of County Commissioners. There were a total of six public meetings with three separate project presentations and more than 30 hours of testimony from over 300 interested parties, including residents of Montrose County, and many from outside the County. On September 30, 2009, the Special Use Permit was unanimously approved by the Montrose County Board of County Commissioners (“MCBOCC”).

    The application for the license was submitted to CDPHE on November 18, 2009 and CDPHE found it to be complete on December 18, 2009. Technical review of the license application started immediately, and on April 21, 2010, CDPHE issued a news release establishing a deadline of January 17, 2011, for them to issue a decision on the license application.

    In addition to the public hearings held as part of the Montrose County Special Use Permit approval, the CDPHE held seven meetings in western Colorado during its review process to obtain public input on Energy

    Fuels’ license application. As part of their technical review, CDPHE issued four separate comprehensive requests for additional information that were addressed by Energy Fuels in detailed response documents.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 7

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    On January 5, 2011, Energy Fuels was granted conditional approval by CDPHE for a Radioactive Materials License for the 500 ton per day Piñon Ridge Mill facility. The conditional approval granted Energy Fuels 60 days to review the License and to decide whether to request a formal hearing on any terms and conditions of the License. Energy Fuels did not request a hearing and accordingly, the CDPHE License approval became final on March 7, 2011.

    The Company’s property acquisition and exploration activities have been oriented in the short-term to expanding the current resource base in the Colorado Plateau and in the long-term to exploring the Arizona Strip located in northern Arizona for its high grade ore deposits. The Company will continue to pursue opportunities to consolidate and grow the resource position within the Colorado Plateau as they become available and as capital permits. For risk sharing and capital preservation purposes, the exploration activities in the Arizona Strip are now conducted through a joint venture with Royal USA Inc., a subsidiary of Royal Resources Limited based in West Perth, Australia.

    Management will continue to pursue and evaluate strategic options, including partnerships, joint ventures and acquisition opportunities that enhance shareholder value and which fit within the Company’s mineral resource development strategy. In the past, funding for exploration and development operations has been obtained through equity offerings. Future operations (and the ability to meet mineral property option commitments) are dependent upon the Company’s continuing ability to finance expenditures and achieve profitable operations. The Company continues to evaluate other funding sources such as debt, joint ventures, non-core asset divestitures, strategic partnerships and project financing to finance its growth.

    PIÑON RIDGE MILL LICENSING

    On January 5, 2011, Energy Fuels was granted conditional approval by the CDPHE for a Radioactive Materials License for the 500 ton per day Piñon Ridge Mill facility to be constructed twelve miles west of Naturita, Colorado in western Montrose County. The License approval was the most significant hurdle to be completed before Energy Fuels is allowed to build and operate the first conventional uranium mill to be constructed in the US in 30 years. The remaining primary permit to be received is an air quality permit from the CAPCD. The decision on this permit is expected during the first calendar quarter of 2012.

    The significant terms and conditions of the License are as follows:

    Authorized Radioactive Material and Uses

  •  
  • Authorized to possess and use not more than 100,000 short tons of unrefined and unprocessed ore containing source material in any form for the commercial processing and recovery of uranium. The ore shall contain, on average, 0.23% uranium by weight.

  •  
  • Authorized to process, store, and distribute to authorized recipients concentrated uranium product in the form of yellowcake (U 3 O 8 , UO 2 , UO 3 , and UO4).

  •  
  • Authorized to possess and store yellowcake in quantities not to exceed 150 metric tons (330,690 pounds).

  •  
  • Authorized to possess and store within the CDPHE approved designated on-site impoundments not more than 1,850,000 cubic yards of tailings or wastes produced by the extraction or concentration of uranium from ore processed primarily for its source material content.

  •  
  • Authorized to operate the mill at a capacity up to 500 short tons of uranium ore processed per day.

    Pre-Construction

  •  
  • Obtain all applicable permits and other authorizations of local, state and federal agencies with authority over health, safety and environmental protection.

  •  
  • Obtain CDPHE approval of final design and construction plans, including plans for quality assurance and quality control.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 8

    PIÑON RIDGE MILL LICENSING (continued)

    Financial Assurance
  •  
  • Shall comply with the financial assurance requirements of both Part 3, Sections 3.9.5, 3.9.6, and Part 18 of the Colorado Radiation Control Act, Title 25, Article 11, Colorado Revised Statutes and the State of Colorado Rules and Regulations Pertaining to Radiation Control as follows:

         
    o CDPHE approved financial warranty for decommissioning which shall remain in effect for the duration of the License in the amount of US$11,070,890.
    o A long-term care fund in the amount of US$844,400 deposited with the state treasury at license issuance.
      o A CDPHE approved decommissioning funding plan.
    o Annual review of the financial assurance agreement and instruments for adequacy based on annual updated cost estimates.

    The Piñon Ridge Mill, when constructed, will create 85 direct jobs at the site paying $40,000 to $70,000 per year in this economically depressed region of Colorado, along with 230 new jobs to be created in mining, transportation, and support services. It will produce about 850,000 lbs. per year of yellowcake or U 3 O 8 , enough to provide the annual fuel requirement for 2000 megawatts of power which would supply a city 1 ½ times the size of Denver, Colorado. Additionally, the mill will produce about 3.7 million lbs. per year of vanadium pentoxide (V 2 O 5 ), a material used primarily as an alloying agent in steelmaking and finding new application as an electrolyte in high capacity batteries for use in storing power generated by wind farms and solar generators in the renewable energy industry.

    On February 4, 2011, the state District Court in Montrose County, Colorado denied a legal challenge by SMA of the decision by the MCBOCC to approve a Special Use Permit for the Company’s Piñon Ridge Mill, originally approved on September 30, 2009. On March 18, 2011, SMA appealed the District Court’s decision to the

    Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals upheld the District Court’s decision. SMA has 15 days to request a rehearing on the case or alternatively, SMA can petition the Colorado Supreme Court to hear the case.

    On February 8, 2011, SMA filed a complaint in state District Court, City and County of Denver, Colorado, against CDPHE and named the Company’s wholly-owned subsidiary, EFRC, as a party whose rights are directly affected by the disposition of the case. The complaint seeks to invalidate the issuance of the License to EFRC by CDPHE and alleges that the License was issued without compliance with the substantive and procedural requirements of Colorado Radiation Control Act and the federal Atomic Energy Act, both of which are implemented by the CDPHE. The Company believes that this lawsuit is without merit and intends to vigorously oppose it.

    On February 23, 2011, CDPHE filed a comprehensive Motion to Dismiss SMA’s lawsuit. In its Motion to Dismiss, CDPHE argued that SMA’s complaint fails to state any claim over which the Denver District Court has jurisdiction to grant relief. Moreover, CDPHE argued that SMA lacks standing to sue the State regarding this license decision because SMA has failed to show an injury in fact to any interest protected by law. The court hearing to consider such Motion has not been scheduled. On March 10, 2011, the Company filed its own

    Motion to Dismiss SMA's lawsuit. The Company’s motion joins in the arguments presented in CDPHE's motion and specifically asks the Court to dismiss SMA’s First Claim for Relief, which alleges that CDPHE issued the Company’s radioactive materials license without conducting the necessary administrative procedures. The Company’s Motion to Dismiss argues that SMA’s interpretation of the applicable statutes, as set forth in its First Claim for Relief, is legally incorrect, and that, as a result, the Court must dismiss that claim. On May 25, 2011, the motions to dismiss the complaint were denied by the Denver District Court.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 9

    PIÑON RIDGE MILL LICENSING (continued)

    During the year ended September 30, 2011, the Company expended $1,719,000 for activities related to the mill licensing process, with costs of $1,144,000 for activities related to the License and costs of $575,000 for Phase 1 activities for detailed engineering construction drawings. Since acquisition of the mill property and inception of the mill permitting process in July 2007, the Company has spent $13.3 million on the licensing process through the fiscal year ended September 30, 2011. These expenditures have been capitalized in Mineral Properties and Deferred Costs on the balance sheet and are comprised of $1.4 million for property acquisition costs and $11.9 million for costs related to developing the data required for the License, including site and environmental baseline characterization data, facility design and construction engineering plans, and costs for obtaining other key permits such as the Special Use Permit from Montrose County and the air quality permits from the CAPCD.

    MINE DEVELOPMENT AND MINERAL PROPERTIES

    Mine Development

    Whirlwind Mine

    The Whirlwind Mine is a permitted mine that consists of 216 leased unpatented lode claims and a Utah State lease (approx. 4,700 acres) in Mesa County, Colorado and Grand County, Utah. The mine’s portal is located approximately 4 miles southwest of Gateway, Colorado. The NI 43-101 indicated mineral resource at the Whirlwind Mine is 187,849 tons containing 1,095,422 lbs U 3 O 8 (0.30%) and 3,598,438 lbs. V 2 O 5 (0.97%) and the NI 43-101 inferred mineral resource is 437,100 tons containing 2,000,000 lbs U 3 O 8 (0.23%) and 6,472,000 lbs. V2O5 (0.72%) .

    The Company continued to perform environmental and permit compliance activities, safety inspections, and equipment and facilities maintenance. During the year ended September 30, 2011, the Company incurred $754,000 in expenditures at the Whirlwind Mine, which was comprised of development/standby and permit compliance costs of $257,000 and payment of an advance royalty in the amount of $497,000.

    The Whirlwind Mine is currently in a position to “turn-on” and can begin ramping up toward full production within approximately 60 - 90 days of a decision to proceed. Such a decision will be based on the prevailing market conditions for uranium and vanadium and the Company’s ability to secure an acceptable milling agreement. In addition, the requisite financing must be available to the Company before it can move into production.

    Further details on the Whirlwind Mine may be obtained on the Company’s web site www.energyfuels.com .

    Energy Queen Mine

    The Energy Queen Mine is a permitted mine located near the west end of the La Sal Mineral Belt, some three miles west of the town of La Sal, Utah. It consists of 702 acres of leased land. The mine has the head-frame, a 785-foot deep shaft, hoist, and other infrastructure in place as a result of mine development activities by prior owners. Bids for refurbishing the in-place facilities and cost estimates for materials and supplies have been obtained and developed into a total cost of rehabilitating the Energy Queen Mine. The NI 43-101 measured mineral resource at the Energy Queen Mine is 136,870 tons containing 789,960 lbs. U 3 O 8 (0.29%) and 3,446,690 lbs. V 2 O 5 (1.26%), the indicated mineral resource is 86,820 tons containing 605,925 lbs. U 3 O 8 (0.35%)and 2,582,950 lbs. V 2 O 5 (1.49%) and the NI 43-101 inferred mineral resource is 67,780 tons containing 366,250 lbs U 3 O 8 (0.27%) and 1,804,460 lbs. V 2 O 5 (1.33%) .

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 10

    MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Energy Queen Mine (continued)

    The Company continued to perform all environmental and permitting compliance activities, safety inspections, equipment and facilities maintenance, and security at the mine site. During the year ended September 30, 2011, the Company expended $267,000 at the Energy Queen Mine, which was comprised of advance royalties of $61,000 and development/standby and permit compliance costs of $206,000.

    Further details on the Energy Queen Mine may be obtained on the Company’s web site www.energyfuels.com .

    Sage Plain Project

    In FY 2011 the Company, along with its CPP joint venture partner, Lynx-Royal, acquired several close-spaced and contiguous properties in the area of south eastern Utah-south western Colorado known as the Sage Plain. These properties are located in the southern end of the Uravan Mineral Belt containing historic resources of sandstone-hosted uranium-vanadium deposits. The Sage Plain Project contains two historic producing mines, the Calliham and the Sage and the Company has now assembled sufficient contiguous historical resource acreage to begin permitting and developing a mine. The permit application and mine operating plans will be submitted to Utah’s Department of Oil, Gas, and Minerals, who has regulatory oversight.

    The Sage Plain Project is comprised of 5,635 acres of the property, including approximately 1,680 acres of fee land (Calliham Lease-acquired January 2011, Crain Lease-acquired May 2011, and Skidmore Lease-acquired October 2011), about 2,013 acres of Utah State Lease land, and approximately 1,942 acres of BLM land covered by the unpatented claims. All of these properties, with the exception of the Skidmore Lease, are owned by CCP.

    In accordance with the terms of the CPP joint venture agreement, in October 2011 the Company proposed to assign the Skidmore Lease to CPP. On November 23, 2011, Lynx-Royal declined the offer to participate. As a result, the development and production expenditures related to the Skidmore Lease will be paid 100% by Energy Fuels, while the development and production expenditures related to the Calliham, Crain and Sage Leases will be shared 50/50 by the partners of CPP. As the contractual operator of any mines developed by CPP, Energy Fuels will have the authority to direct all production from the Sage Plain Project as feed for the Piñon Ridge Mill.

    Historic resource estimates for the area are based on 1991 and 1994 internal reports by Umetco Minerals Corporation (“Umetco”), successor to Union Carbide Corporation. Umetco was a prior operator of the Calliham and other successful mines and a mill in the region. Umetco did not use categories of reserves that conform to the current CIM definitions, thus are not NI43-101 compliant. A Technical Report which will meet NI43-101 standards is underway. CPP is conducting verification/exploration drilling in the fall of 2011.

    The 1994 report prepared by Umetco states that the Skidmore, Crain, Calliham, Sage, and other nearby properties, collectively referred to as the “Sage Plain Project Area” by Energy Fuels, which is all owned or controlled by the Company through CPP, contain 627,850 tons of historical “mineable” and “potential” uranium and vanadium resources at grades of 0.21% U 3 O 8 (2,636,620 lbs.) and 1.268% V 2 O 5 (15,921,780 lbs.).

    The Company intends to begin permitting and development activities for the Sage Plain Project during FY 2012. The Company has budgeted approximately US$540,000 for permitting and development work on the Sage Plain Project during FY 2012. Permitting activities are budgeted for $400,000 and are primarily for monitoring wells and construction of water treatment facilities. Development work is budgeted at US$140,000 and will be primarily activities related to underground maintenance and repairs.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 11

    MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Titan Uranium Inc. Merger

    On December 5, 2011 the Company and Titan Uranium Inc. ("Titan") entered into an Business Combination Agreement (“Merger Agreement”) whereby EFI will acquire, by way of a plan of arrangement, all of the outstanding common shares of Titan (the "Transaction"). Upon closing of the Transaction, Titan shareholders will receive 0.68 common shares of EFI for each whole common share of Titan and will own approximately 42% of the issued and outstanding common shares of EFI.

    The execution of the Merger Agreement followed satisfactory completion of the following conditions:

    (1)

    Satisfactory completion of due diligence investigations by the both parties.

    (2)

    Execution of support agreements with all directors and officers of Titan and with the two largest shareholders of Titan .

    (3)

    Execution of support agreements with all directors and officers of EFI and with the two largest shareholders of EFI .

    (4)

    Approval by the Board of Directors of each of Titan and EFI.

    The Merger Agreement also provides that, upon signing of the Agreement and satisfaction of certain conditions, EFI will lend Titan up to US$1.5 million in the form of a secured bridge loan. The loan is secured by Titan’s Sheep Mountain Project and would bear interest at a rate of 5% per annum payable at maturity and would mature upon the earlier of the closing of the Transaction and March 1, 2012. The Merger Agreement also permits Titan to obtain interim debt financing of up to $1.0 million prior to the closing of the Transaction.

    The Merger Agreement contains customary deal protection mechanisms, including a break fee payable in certain events, non-solicitation provisions and rights to match a superior proposal. Completion of the Transaction is also subject to the following additional conditions:

    (1)

    Sale of Titan’s Canadian mineral properties on terms acceptable to EFI.

    (2)

    Approval of the Transaction by Titan shareholders.

    (3)

    Approval of the Transaction by EFI shareholders.

    (4)

    Receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange and TSX Venture Exchange.

    (5)

    Court approval of the plan of arrangement.

    The Company believes that the Transaction will provide a number of significant benefits to the shareholders of both companies, including the following:

  •  
  • Increased scale and market presence in the uranium sector.
  •  
  • Substantial NI 43-101 compliant resource (37 million pounds U 3 O 8 Measured + Indicated, 4.3 million pounds U 3 O 8 Inferred).
  •  
  • Enhanced near-term production profile.
  •  
  • Focus on US production with low political risk.
  •  
  • Creation of a strong platform for continued uranium consolidation within the US.
  •  
  • Combined management experience and expertise.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 12

    MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Titan Uranium Inc. Merger (continued)

    The Company has prepared a post-close business plan that addresses working capital requirements and current and future capital project requirements for the combined entities, should the Transaction successfully close. To support the combined business plan at the desired level of budgeted activities, the Company will seek additional outside financing. While the Company is evaluating several financing alternatives, there is no assurance that such financing can be obtained on acceptable terms. Accordingly, while the Company is conducting the financing process, the planned operating activities for both entities will be moderated to ensure that adequate working capital is available beyond calendar year 2012.

    Mineral Properties

    The Company holds mineral properties in the Western U.S. and in Saskatchewan as follows:

    MINERAL PROPERTIES   CLAIMS     APPROX. ACRES  
    COLORADO PLATEAU (1)   854     30,918  
    ARIZONA STRIP   170     3,400  
    OTHER U.S.   18     1,500  
    CANADA   23     33,504  
    TOTAL -- MINERAL PROPERTIES   1,065     69,322  

    (1) Includes Whirlwind Mine, Energy Queen Mine and Sage Plain properties discussed above.

    The Colorado Plateau

    As noted, the Company’s strategic plan is to become a fully integrated U.S. uranium and vanadium producer, primarily from properties located on the Colorado Plateau in the states of Colorado, Utah and Arizona. Mineral properties in Colorado are located primarily within the Uravan Mineral Belt. The Company’s Utah mineral properties are located in the La Sal Creek District, the Moab District and the San Rafael District. In the state of Arizona, the exploration activities are conducted by the Arizona Strip Partners LLC (“ASP”), a joint venture with Royal USA Inc., formed in June 2008. ASP’s mineral properties are comprised solely of claims located on property in northern Arizona.

    During the fiscal year ended September 30, 2011, the Company’s investment in its Colorado mineral properties totalled $1,205,000, of which $754,000 related to the Whirlwind Mine activities discussed above. Net investment in the Utah properties totalled $1,550,000, of which $267,000 related to the Energy Queen Mine activities and $1,215,000 related to purchase of the Hollie Claims in the San Rafael District. Total net investment in the Colorado Plateau properties was $2,755,000. Net investment includes property holding costs, advance royalties, mine development costs, drilling and other exploration activities, less property write-downs for abandoned claims.

    The Arizona Strip

    In June 2011, the partners of ASP approved the FY 2012 (July 2011 – June 2012) budget with expenditures totalling US$580,000. The expenditures are primarily for Time Domain ElectroMagnetic surveys and funding for four (4) drill holes on targets sited from the results of the seismic surveys. The funding for the FY 2012 budget will be provided by Royal for earn-in credit.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 13

    MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mineral Properties (continued)

    Cash expenditures for the ASP during the Company’s fiscal year ended September 30, 2011 were $462,000. These expenditures were primarily for drilling activities on the last of four holes drilled pursuant to the FY 2011 budget. These expenditures were funded by Royal for their earn-in credit as required by the joint venture agreement. At September 30, 2011, Royal had funded US$1.53 million of their US$1.9 million earn-in obligation.

    Other Mineral Properties

    Wyoming - 35-75 Property

    Magnum Uranium acquired a 1,080 acre land package in Converse County, Wyoming via a combination of staking and leasing. The property is comprised of 26 federal lode mining claims and 2 private leases. During 2006, Magnum Uranium purchased geological data on the 35-75 property for US$200,000. In November 2007, Magnum Uranium announced a large and statistically significant radon anomaly on its 35-75 property. The alpha track radon survey discovered an anomaly which is approximately 2,500 feet long and 2,000 feet wide covering an area of 87 acres.

    This property is immediately adjacent to Cameco Corporation’s Smith Ranch ISR operation. During fiscal year 2010, the Company had discussions with several parties regarding sale of the property. None of the discussions resulted in an offer to purchase the property, and accordingly, the Company concluded that $404,600 in acquisition and deferred exploration costs associated with this property was written off at the end of fiscal year 2010. The Company still maintains legal rights to the property and continues to market the property for sale.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 14

    SELECTED ANNUAL INFORMATION

        2011     2010     2009  
    $000, except per share data $     $     $    
    Interest income   11     13     31  
    Net loss   (3,524 )   (4,494 )   (7,550 )
    Basic & diluted net loss per share   (0.03 )   (0.05 )   (0.13 )
    Total assets   45,115     34,519     36,044  
    Total long-term liabilities   401     340     294  
    Cash dividends declared per share   Nil     Nil     Nil  

    RESULTS OF OPERATIONS

    The Company recorded a net loss of $3,523,700 for the year ended September 30, 2011 (the “Current Year”) compared to a net loss of $4,493,600 for the prior year ended September 30, 2010 (the “Prior Year”), which represents a comparative decrease of $969,900.

    Expenses include general and administrative expense, amortization, stock-based compensation and write-down of mineral property costs. Combined, these expenses decreased by $359,800 compared to the Prior Year, primarily due to the mineral property write-offs in FY 2010.

    General and administrative (“G&A”) expense is comprised of the Company’s administration, investor relations, and professional fees. Combined, these expenses decreased by $75,100 compared to the Prior Year, the primary reason being reduced consulting fees and commercial insurance costs.

    The increase in non-cash stock-based compensation expense of $373,700 in the Current Year was primarily the result of a higher stock price at valuation date compared to the Prior Year.

    Mineral property write-downs were $Nil in the Current Year, representing a decrease of $638,400 compared to the Prior Year. The majority of the Prior Year write-off was $404,600 related to the 35-75 property, a former Magnum Uranium property located in Wyoming.

    The Company recorded a foreign currency gain of $378,700 in the Current Year, compared to a foreign currency loss of $231,500 in the Prior Year, a change of $610,200. This large change in the foreign currency translation gain/loss between years is the combination of (1) a realized gain of $245,900 on foreign currency translation as the result of converting CAD$9.0 million received from the public offering closed on March 31, 2011 into USD and (2) the Prior Year foreign currency loss which was caused by the change in the CAD/USD exchange rate from an average rate of 1.18 over the 12 months of FY2010 to an average rate of 1.04 over the 12 months of FY2009.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 15

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with the quarter ended September 30, 2011 are:

        Sept 30     June 30     Mar 31     Dec 31  
        2011     2011     2011     2010  
    $000, except per share data $     $     $     $    
    Interest income   5     4     1     1  
    Net loss   (255 )   (2,263 )   (292 )   (714 )
    Basic & diluted net loss per share   0.00     (0.02 )   0.00     (0.01 )
    Cash used in operations   (707 )   (2,042 )   274     (683 )

        Sept 30     June 30     Mar 31     Dec 31  
        2010     2010     2010     2009  
    $000, except per share data $     $     $     $    
    Interest income   1     0     8     4  
    Net income   (1,751 )   (602 )   (1,128 )   (1,013 )
    Basic & diluted net loss per share   (0.02 )   (0.01 )   (0.01 )   (0.01 )
    Cash used in operations   (621 )   (360 )   (1,717 )   (831 )

    RESULTS OF OPERATIONS

    Three Months Ended September 30, 2011 Compared with the Three Months Ended September 30, 2010

    For the quarter ended September 30, 2011 (the “Current Quarter”), the Company recorded a net loss of $254,500, a decrease of $1,496,100 compared to $1,750,500 recorded in the prior year quarter ended September 30, 2010 (the “Prior Quarter”).

    The underlying factors for the decrease in the loss in the Current Quarter include the combination of:

  •  
  • An increase of $146,600 in general and administrative expenses from $752,800 in 2010 to $899,400 in 2011, primarily due to higher employee salaries and wages and higher investor relation costs.

     

  •  
  • A decrease of $323,600 in stock-based compensation (non-cash item) from $297,300 in 2010 to a credit of $26,300 in 2011, due primarily to the issuance of 1,755,000 stock options in the Prior Quarter compared to no stock options issued in the Current Quarter.

     

  •  
  • Mineral property write-downs were $Nil in the Current Quarter, a $638,400 decrease compared to the Prior Quarter. The majority of the Prior Quarter write-off was $404,600 related to the 35-75 property, a former Magnum Uranium property located in Wyoming.

     

  •  
  • The Company recorded a foreign currency gain of $637,000 in the Current Quarter, compared to a foreign currency loss of $85,400 in the Prior Quarter, a change of $722,400. The large gain in the Current Quarter is primarily due the change in the period end USD/CAD currency translation rate from 0.964 at June 30, 2011 to 1.039 at September 30, 2011.


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 16

    RESULTS OF OPERATIONS (continued)

    Use of Net Proceeds from Equity Financing

    The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the equity financing net proceeds received from the issuance of 23,000,000 Common Shares on March 31, 2011 as compared to the actual expenses incurred to September 30, 2011.

    Use of Equity Financing Net Proceeds   Estimated     Actual Costs  
    (excluding General Working Capital)   Allocation of Net     Incurred to  
        Proceeds     September 30, 2011  
       Piñon Ridge Mill detailed engineering $ 1,400,000   $ 575,000  
       Piñon Ridge Mill financial warranty   1,375,000     721,400  
       Piñon Ridge Mill legal costs   500,000     251,500  
       Whirlwind Property-exploration drilling   300,000     29,800  
       Energy Queen-exploration drilling   250,000     29,200  
       Additional Colorado Plateau property acquisitions   2,250,000     360,100  
       Resource verification and expansion   950,000     189,100  
      $ 7,025,000   $ 2,156,100  

    LIQUIDITY AND CAPITAL RESOURCES

    The Company has financed its operations from inception primarily through the issuance of equity securities and currently has no sources of cash flow from operations. In order to finance its activities and working capital requirements, the Company will need to raise sufficient funding through share offerings, debt, from future profitable production or, alternatively, from the proceeds received from the disposition of the properties.

    On March 31, 2011, the Company completed a public offering for net proceeds of $10,123,000, net of cash costs totaling $1,377,000. A total of 23,000,000 units were issued at a price of $0.50 each, with each unit comprising one Common Share and one-half of a warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.65 per share until March 31, 2015. The proceeds are being used to continue advancing the Mill licensing and construction planning process, to maintain existing permits and facilities, for resource expansion on currently owned mineral properties and to continue evaluation and possible acquisition of additional mineral properties as part of the Company’s property consolidation strategy.

    The Company’s cash resources at September 30, 2011 were $7.22 million. Budgeted cash expenditures for the fiscal year 2012 will range from $5.0 - $5.5 million, which will fund property holding costs; fulfill property work commitments; maintain the current management group; fund permit compliance requirements for the Whirlwind and Energy Queen Mines; fund the Mill license review process; fund investor relations activities and allow the Company to continue the evaluation of consolidation opportunities and continue evaluating capital raise alternatives for long term financing of the construction of the Mill. At the Company’s current budgeted cash utilization rate of approximately $450,000 per month, the Company’s cash resources, will allow it to execute its business plan beyond fiscal year 2012.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 17

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Cash and Financial Condition

    As at September 30, 2011, the Company had cash resources, consisting of cash, deposits and short-term investments of $7,225,000, an increase of $3,486,000 compared to the September 30, 2010 balance of $3,739,000.

    During the year ended September 30, 2011, the Company used $3,073,000 of its cash resources to fund operating activities and $4,180,000 for investing activities primarily on its mineral properties and for deposit of cash collateral in support of the surety bond for the DFP required under the Mill License, and generated cash resources of $10,740,000 from financing activities primarily from the public equity offering which closed on March 31, 2011.

    The Company’s working capital as at September 30, 2011 was $7,053,000 compared to working capital of $3,226,000 on September 30, 2010. The $3,827,000 increase was due primarily to the equity financing completed on March 31, 2011.

    Operating Activities

    Operating activities used $3,073,000 of net cash resources during the Current Year, compared to cash used of $3,529,000 for the Prior Year. The $456,000 decrease in net cash resources used for operating activities is due to a decrease of general and administrative expenses of $75,000, an increase of foreign currency translation gains of $610,000, and cash used by working capital sources of $265,000.

    Investing Activities

    The Company’s investing activities are for mineral properties, licensing activities for the Mill site, bonding deposits and capital assets. Investing activities used $4,180,000 of cash resources during the Current Year, as compared to $2,726,000 for the Prior Year, an increase of $1,454,000. This increase was primarily due to the posting of cash bonds in the amount of $1,610,000 primarily for the DFP required under the Mill License, and a decrease in cash expenditures for mineral properties and plant and equipment of $344,000.

    Financing Activities

    Financing activities provided net cash resources of $10,740,000 during the Current Year, compared to cash resources provided of $2,739,000 in the Prior Year. The significant financing activity during the Current Year was the completion of the public equity offering on March 31, 2011 which provided net proceeds of $10,123,000.

    Going Concern

    These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) applicable to a going concern. The use of Canadian GAAP applicable to a going concern assumes the Company will be able to finance its operations and capital expenditures, realize the value of its assets, pay its liabilities and meet future obligations in the normal course of business. Accordingly, the accompanying financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    As is typical of a development stage company, the Company’s ability to continue as a going concern is dependent upon obtaining outside financing to fund its working capital and current and future capital project requirements. On March 31, 2011, the Company completed an equity financing issuing 23,000,000 shares of common stock at a price of $0.50 per share, for gross proceeds of $11.5 million. The additional cash resources have allowed the Company to continue its mineral property consolidation activities and will continue evaluating capital raise alternatives for long term financing of the construction of the Piñon Ridge Mill now that the Company has received the Radioactive Material License from the Colorado Department of Public Health & Environment.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 18

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Going Concern (continued)

    As noted above, with the approval of the License, the Company has begun the process of seeking project financing for the construction of the mill facility and for funding the decommissioning warranty that must be provided to CDPHE by the Company before and during construction of the Mill. Under the current terms of the License, during FY 2012, the Company will be required to provide prepayments of the decommissioning warranty in the amount of $9.7 million. However, due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013. Accordingly, the Company will likely seek a deferral of these prepayments until FY 2013. The Company believes that CDPHE will agree to such deferral request since there has been, and will be, no activities on the mill site property that create decommissioning or reclamation liability until the litigation is resolved.

    With the net proceeds of the equity financing discussed above, and with its continued focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2012, assuming successful deferral of the decommissioning warranty. Also see Mine Development and Mineral Properties Titan Uranium Inc. Merger above for discussion of the impact on the Company’s business plan should a proposed merger transaction with a public junior mining company successfully close in early calendar year 2012.

    The Company’s ability to obtain additional project financing and deferral of the decommissioning warranty creates a significant doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these consolidated financial statements then, adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications would be necessary. These adjustments could be material.

    Contractual Obligations

    The Company’s contractual obligations by fiscal year at September 30, 2011:

        2012     2013 - 2016     Thereafter     Total     Interest  
      $     $     $     $       Rates  
    Capital lease obligations   1,118                 1,118     3.00%  
    Interest payment obligations   5                 5        
        1,123                 1,123        
    Operating lease obligations   84,519     28,416           112,935     n/a  
    Mill license bonding commitments (1)   9,661,957     412,246     -     10,074,203     n/a  
    Mineral property commitments   857,597     2,181,986     3,032,029     6,071,612     n/a  
            Total   10,605,196     2,622,648     3,032,029     16,259,873        

    (1) Mill License Bonding Commitments

    The terms of the License issued to the Company by the CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Mill. To date, the Company has transferred US$844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of US$1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 19

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Contractual Obligations (continued)

    Three prepayments of the decommissioning warranty remain to be completed under the terms of the License. In August 2011, CDPHE approved the Company’s request to defer its remaining financial assurance payments until next construction season. The revised timetable for submitting the remaining payments are March 7, 2012 (USD$2,898,260), September 7, 2012 (USD$6,401,920) and March 7, 2013 (USD$396,810). These scheduled instalments are based on construction activities beginning in FY 2012. However, due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013. Accordingly, the Company will likely seek a second deferral of these prepayments until FY 2013. The Company anticipates CDPHE’s agreement to such deferral request since there has been, and will be, no activities on the mill site property that create decommissioning or reclamation liability until the litigation is resolved.

    Under the terms of the surety bond arrangement with the third-party provider, the Company deposited US$686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s balance sheet and should be considered not available for general working capital purposes.

    The Company will continue to prudently evaluate its contractual obligations with respect to mineral properties as well as other associated commitments with an eye towards deferring those expenses which do not meet certain criteria. In addition, since the majority of the exploration commitments are optional, the Company could choose to mitigate or eliminate the obligation by opting out of the lease or claim.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to have the ability to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OFF BALANCE SHEET TRANSACTIONS

    The Company did not enter into any off balance sheet transactions during the Current Year, nor were there any such transactions in existence as at September 30, 2011.

    RELATED PARTY TRANSACTIONS

      1)

    During the year ended September 30, 2011, the Company incurred management consultation expenses of $nil (2010 – $134,196) for the services of its former Chief Executive Officer.

         
      2)

    During the year ended September 30, 2011, the Company incurred management consultation expenses of $nil (2010 – $104,099) for the services of its Chief Operating Officer.

         
      3)

    During the year ended September 30, 2011, the Company incurred expenditures of $nil (2010 – $42,665) to the spouse of the former Chief Executive Officer of the Company for administrative services.


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 20

    RELATED PARTY TRANSACTIONS (continued)

      4)

    During the year ended September 30, 2011, the Company incurred rent expenditures of $nil (2010 – $16,968) for rental space controlled by the former Chief Executive Officer of the Company.

         
      5)

    During the year ended September 30, 2011, the Company completed a public equity offering that was managed by a lead underwriting agent who is an associate of a shareholder of EFI.

    These transactions occurred in the normal course of operations and are measured at the exchange value.

    CHANGES IN ACCOUNTING POLICIES

    The Company did not have any changes in accounting policies during the fiscal year ended September 30, 2011, other than noted below.

    FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

    Financial Instruments Recognition and Measurement

    The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, debt, and capital stock. As required by CICA, the Company adopted CICA Handbook Section 3855 – Financial Instruments – Recognition and Measurement, whereby all financial assets and liabilities be classified as one of five categories: held for trading, available for sale, held to maturity, loans and receivables, or other financial liabilities. Cash and cash equivalents are designated as held for trading, and are measured at fair value at the consolidated balance sheet date. Accounts payable and accrued liabilities and long-term debt are designated as other financial liabilities and are recorded at amortized cost. The carrying value of long-term debt approximates fair value and has been adjusted for the financing and transaction costs associated with the arrangement of the long-term debt. Accounts payable and accrued liabilities use cost as the estimate of fair value because the difference between cost and amortized cost using the effective interest method has been assessed as insignificant.

    In July 2009 the CICA amended Handbook Section 3855 with regard to determining when a prepayment option in a host debt instrument is closely related to the host instrument. This pronouncement is effective for fiscal years beginning January 1, 2011. The amendment states that if the exercise price of a prepayment option compensates the lender for an amount equivalent to the present value of the lost interest for the remaining term of the host instrument, the feature is considered closely related to the host contract in which it is embedded. The Company does not expect the adoption of this pronouncement to have a material impact on its consolidated financial statements.

    Financial Instruments Disclosures

    Amendments to CICA Handbook Section 3862 require enhanced disclosures for fair value measurement of financial instruments and liquidity risk effective for fiscal years ending after September 30, 2009. Enhanced fair value measurements include disclosure relating to the level of the fair value hierarchy into which the fair value measurements are categorized, disclosure of significant transfers between levels of the hierarchy including reasons for the transfers, and a reconciliation of the beginning balances to the ending balances for those fair value measurements that result from the use of significant unobservable inputs in valuation techniques. The amendment clarifies that liquidity risk relates to financial liabilities that are settled by delivering cash or another financial asset. Enhanced liquidity risk disclosures include a maturity analysis for derivative financial liabilities based on how an entity manages liquidity risk. The Company is currently considering the impact of the adoption of this pronouncement.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 21

    OUTSTANDING SHARE INFORMATION

    As at December 17, 2011, there were 123,999,665 common shares, 6,620,300 stock options and 13,110,000 warrants outstanding. All stock options and warrants are each exercisable for one common share.

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES

    The preparation of the Company’s financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses.

    Mineral Properties and Deferred Costs

    The Company capitalizes exploration and development expenditures related to mineral properties at cost. Depreciation of assets used in connection with capitalized exploration and development activities is also capitalized. These deferred costs are either amortized against future production upon the commencement of commercial production, or written off to the extent that the properties are sold, allowed to lapse, abandoned or determined to be of no economic benefit. General exploration, overhead and administration costs are expensed in the period incurred.

    The estimated fair values of the mineral properties are individually assessed regularly by management. This assessment may be estimated by quantifiable geological evidence of a commodity resource or reserve or the

    Company’s assessment of its ability to sell the property for an amount greater or less than the carrying value. If the carrying values exceed the estimated recoverable value, the costs are written down to the estimated recoverable value.

    Asset Retirement Obligations

    The Company’s asset retirement obligation (“ARO”) relates to expected mine reclamation and closure activities, as well as costs associated with exploration drilling. An ARO is recognized initially at fair value with a corresponding increase in the related assets. The ARO is accreted to full value over time through periodic accretion charges recorded to operations. The Company periodically adjusts the carrying amounts of the ARO and the related asset for changes in estimates of the amount or timing of underlying future cash flows.

    Stock-based Compensation

    Stock-based compensation is accounted for at fair value as determined by the Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of the Company’s stock, the expected lives of awards of stock-based compensation, the fair value of the Company’s stock, and the risk-free interest rate.

    The fair value of all stock options granted is recorded as a charge to operations or an addition to exploration properties and deferred exploration and development expenditures as the stock options vest, and a credit to contributed surplus in shareholders’ equity. Stock option expense is added to the properties in a consistent manner in which exploration wages have been added to the properties. Any consideration paid on the exercise of stock options is credited directly to share capital.

    Foreign Exchange

    The Company’s reporting and measurement currency is the Canadian dollar. EFRC’s balances are denominated in U.S. dollars. EFRC is financially and operationally interdependent with the Company and as such, is deemed to be an integrated foreign operation for purposes of currency translation. Accordingly, EFRC’s balances are translated into Canadian Dollars as follows:

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 22

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

    Monetary assets and liabilities at period-end rates;
    All other assets and liabilities at historical rates;
    Revenue and expense transactions at the average rate of exchange prevailing during the period.

    Exchange gains and losses arising on these transactions are reflected in income in the period incurred.

    Income Taxes

    The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on the differences between the carrying amount of the assets and liabilities on the balance sheet and their corresponding tax values, using the substantively enacted tax rates expected to apply when these temporary differences are expected to reverse. Future income tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is more likely than not that they will be realized.

    Accounting Principles Issued but not yet Implemented

    Adoption of International Financial Reporting Standards

    In February 2008, the Canadian Accounting Standards Board confirmed that International Financial Reporting Standards (“IFRS”) will replace current Canadian GAAP for publicly accountable profit oriented enterprises. For these entities, IFRS will be required for interim and annual financial statements for fiscal years beginning on or after January 1, 2011. Accordingly, IFRS will be required for Energy Fuels interim and annual consolidated financial statements for the fiscal year beginning on October 1, 2011. The Company’s first quarterly filing under IFRS will be for the three months ended December 31, 2011. As such, these interim financial statements will be prepared in accordance with IFRS on a comparative basis with the three months ended December 31, 2010. The Company will be required to prepare an opening IFRS statement of financial position as at October 1, 2010, the Company’s “Transition date.”

    While IFRS uses a conceptual framework similar to Canadian GAAP, there are significant differences in recognition, measurement and disclosures. As noted below, the Company has developed a detailed plan for IFRS convergence and a project team was formed in the 4 th fiscal quarter of 2010 to execute the plan. Additionally, the Company will seek assistance from independent consultants to provide technical accounting advice and project management guidance, if deemed necessary. The Company will implement a comprehensive IFRS conversion plan, which takes into account matters such as changes in accounting policies, restatement of comparative periods, organizational and internal controls and any required changes to business processes and an assessment of any impact on the Company’s business activities as a result of adoption of IFRS. Regular reporting will be provided by the project team to the audit committee as well as to senior management.

    IFRS Convergence Plan

    Phase 1 - Review and Assessment

    Performance of a detailed review of all relevant IFRS standards to identify differences with the Company’s current accounting policies and practices; the separate consideration of one-time accounting policy alternatives that must be addressed at the changeover date (IFRS 1 considerations), and adoption of accounting policies that will be applied on an ongoing basis in periods subsequent to the changeover to IFRS; the prioritization of those differences that could have a significant impact on our financial statements, business processes and management information systems. The Company has completed this phase.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 23

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

    Accounting Principles Issued but not yet Implemented (continued)

    Adoption of International Financial Reporting Standards (continued)

    Phase 2 - Design

    Evaluation of accounting policy alternatives and investigation, development and documentation of solutions to resolve differences identified in phase 1, reflecting changes to existing accounting policies and practices, business processes, management information systems, internal controls and disclosure controls and procedures. The Company has completed this phase.

    Phase 3 - Implementation

    Implementation of the changes to affected accounting policies and practices, business processes, systems, internal controls and disclosure controls and procedures. The changes will be tested prior to the formal reporting requirements under IFRS to ensure all significant differences are properly addressed in time for the changeover. The implementation phase will culminate with the collection of financial information necessary to prepare IFRS financial statements and the audit committee’s approval of such financial statements. The Company’s expected timing for conduct of Phase 3 is over the period beginning fiscal Q4 and ending fiscal Q1 (July 1, 2011 to December 31, 2011).

    The Company will conduct training sessions targeted to various levels of the organization. The Company will also provide training to key implementation personnel who will monitor and manage the impacts of adoption of IFRS on the Company’s business processes and information systems, and who will develop a broader external communication plan. The Board of Directors and the Audit Committee have been regularly updated on the progress of the IFRS conversion plan, and made aware of the evaluation to date of the key aspects of IFRS affecting the Company. The Company’s transition plans are on schedule and further updates on the status of key activities for this project will be provided in subsequent interim and annual Management’s Discussion & Analysis.

    Potential Impact of IFRS Implementation

    As part of its analysis of potential changes to significant accounting policies, the Company is assessing what changes may be required to its accounting systems and business processes. The Company believes that the changes identified to date are minimal and the systems and processes can accommodate the necessary changes. To date, the Company has not identified any contractual arrangements that may be affected by potential changes to significant accounting policies. In addition, the Company also does not expect any change in internal controls over financial reporting as a result of the transition to IFRS.

    The following areas have been identified as having the highest potential impact on the Company’s financial reporting. The list and components below should not be regarded as a complete list of changes that will result from the transition to IFRS and will be reviewed and updated in subsequent interim and annual Management’s Discussion and Analysis.

    First-time Adoption of IFRS (IFRS-1)

    IFRS 1 provides guidance for an entity’s adoption of IFRS for the first time. IFRS-1 generally requires retrospective application of IFRS, effective at the end of its first annual IFRS reporting period. However IFRS-1 also provides a number of optional exemptions and mandatory exceptions, in certain areas. The purpose of the options is to provide relief to companies and simplify the conversion process by not requiring them to

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 24

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

    Accounting Principles Issued but not yet Implemented (continued)

    Adoption of International Financial Reporting Standards (continued)

    recreate information that may not exist or may not have been collected at the inception of the transaction. We have analyzed the various exemptions available and are working towards implementing those most appropriate in our circumstances.

    The most significant IFRS-1 exemptions which we are considering applying in the preparation of our first consolidated financial statements under IFRS are as follows.

    1.

    IFRS-2 Share - based Payments The Company will apply this standard only to equity instruments issued after November 7, 2002, and that had not vested by the Transition date, October 1, 2010.

       
    2.

    IFRS-3 Business Combinations The Company has an option to apply this standard prospectively from the Transition date. Accordingly, the Company expects to apply the standard prospectively, thus not restating business combinations that took place prior to October 1, 2010.

    Prior to reporting interim financial statements in accordance with IFRS for the quarter ending December 31, 2011, the Company may decide to apply other optional exemptions contained in IFRS-1.

    IFRS-1 does not permit changes to estimates that have been made previously. Accordingly, estimates used in the preparation of the Company’s opening IFRS statement of financial position as at the Transition date will be consistent with those made under current Canadian GAAP. If necessary, estimates will be adjusted to reflect any difference in accounting policy.

    Impact of Adopting IFRS on the Company’s Financial Statements

    The adoption of IFRS will result in some changes to the Company's accounting policies that are applied in the recognition, measurement and disclosure of balances and transactions in its financial statements. The following provides a summary of the Company's evaluation to date of potential changes to accounting policies in key areas based on the current standards and guidance within IFRS. This is not intended to be a complete list of areas where the adoption of IFRS will require a change in accounting policies, but to highlight the areas the Company has identified as having the most potential for a significant change. The International Accounting Standards Board has a number of ongoing projects, the outcome of which may have an effect on the changes required to the Company’s accounting policies on adoption of IFRS. At the present time, however, the Company is not aware of any significant expected changes prior to its adoption of IFRS that would affect the summary provided below.

    1.

    Exploration and Evaluation Expenditures - Subject to certain conditions, IFRS currently allows an entity to determine an accounting policy that specifies the treatment of costs related to the exploration for and evaluation of mineral resources. In accordance with IFRS-6, an entity can continue to use accounting policies applied immediately before adopting IFRS. The Company’s current policy is to capitalize exploration and development expenditures related to mineral properties at cost. The Company is in the process of evaluating any changes to its accounting policies related to exploration and evaluation expenditures that would result in a material change to its financial statements at the Transition date.

       
    2.

    Impairment of (Non - financial) Assets - IFRS requires a write down of assets if the higher of the fair market value and the value in use of a group of assets is less than its carrying value. Value in use is determined using discounted estimated future cash flows. Under Canadian GAAP, a write down is required when the


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 25

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

    Accounting Principles Issued but not yet Implemented (continued)

    Adoption of International Financial Reporting Standards (continued)

    estimated fair value, determined using undiscounted estimated future cash flows of a group of assets, is less than its carrying value.

       

    This may result in more frequent write-downs where carrying amounts of assets were previously supported under Canadian GAAP on an undiscounted cash flow basis, but could not be supported on a discounted basis. However, the extent of any asset write-downs may be partially offset by the requirement under IFRS to reverse any previous impairment losses where circumstances have changed such that the impairments have been reduced. Canadian GAAP does not permit reversal of impairment losses.

       

    The Company's accounting policies related to impairment of non-financial assets will be changed to reflect these differences. However, the Company does not expect that this change will have an immediate impact on the carrying value of its assets. The Company will perform impairment assessments in accordance with IFRS at the transition date.

       
    3.

    Share - based Payments - In certain circumstances, IFRS requires a different measurement of stock-based compensation related to stock options than current Canadian GAAP. The Company does not expect any changes to its accounting policies related to share-based payments that would result in a material change to its consolidated financial statements.

       
    4.

    Asset Retirement Obligations (Decommissioning Liabilities) - IFRS requires the recognition of a decommissioning liability for legal or constructive obligations, while current Canadian GAAP only requires the recognition of such liabilities for legal obligations. A constructive obligation exists when an entity has created reasonable expectations that it will take certain actions. The Company's accounting policies related to decommissioning liabilities will be changed to reflect these differences. However, the Company does not expect this change will have an immediate impact on the carrying value of its assets.

       
    5.

    Property and Equipment - IFRS contains different guidance related to recognition and measurement of property and equipment than current Canadian GAAP. The Company does not expect any changes to its accounting policies related to property and equipment that would result in a material change to its consolidated financial statements.

       
    6.

    Income Taxes - In certain circumstances, IFRS contains different requirements related to recognition and measurement of future (deferred) income taxes. The Company does not expect any changes to its accounting policies related to income taxes that would result in a material change to its consolidated financial statements.

       
    7.

    Foreign Currency - IFRS requires that the functional currency of Energy Fuels and its subsidiaries be determined separately, and the factors considered to determine functional currency are somewhat different than current Canadian GAAP. The Company is in the process of evaluating any changes to its accounting policies related to foreign currency that would result in a material change to its financial statements at the Transition date.


     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 26

    RISK FACTORS

    A number of factors could cause actual results to differ materially from the results discussed in this management’s discussion and analysis (MD&A), including, but not limited to, fluctuation in the spot prices of uranium and/or vanadium, risks associated with the exploration, development and operation of uranium and vanadium properties, costs associated with bringing any of the Company’s properties into production or with the milling of ores produced from the Company’s properties, the reliability of any resource estimates obtained by the Company, environmental risks, foreign exchange rates, competition, the Company’s ability to manage operations and execute strategies and government regulation of uranium exploration, production and sales, including the export of uranium.

    Energy Fuels is dependent upon the services of its existing personnel and its continued development will be dependent on its capacity to attract and retain qualified key personnel at all levels of the Company. The Company will need to raise additional funds to support its operations and to further develop its properties.

    The future of Energy Fuel’s liquidity and capital requirements is dependent upon numerous factors, including market conditions, competition and the market price of uranium. Energy Fuels may be required to raise additional funds through public or private financing, strategic relationships or other arrangements. There can be no assurance that such additional funding, if needed, will be available on terms attractive to Energy Fuels, or at all. Furthermore, such additional equity funding may be dilutive to existing shareholders, and debt financing, if available, may involve restrictive covenants. If adequate funds are not available on acceptable terms, this could have a material adverse effect on the Company’s business, financial condition and operating results.

    Exploration for and development of mineral properties involves significant financial risks, that even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of an ore body may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling, constructing mining and process facilities at a site, developing metallurgical processes and extracting uranium and other metals from ore.

    Resource estimates quoted herein are based on prior data and reports obtained and prepared by previous operators, as well as on NI 43-101 compliant technical reports completed by Landy A. Stinnett, PE, of FGM Consulting Group, and Douglas C. Peters, CPG, of Peters Geosciences. These technical reports were referred to above with respect to the Company’s Whirlwind and Energy Queen Mines. With regard to all other remaining properties, the Company is not treating the mineral resource estimates as NI 43-101 defined resources verified by a Qualified Person at this time.

    DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

    The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the issuer. They are assisted in this responsibility by the Management team. The Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at September 30, 2011, have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiary would have been known to them.

    During the Current Year, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    ENERGY FUELS INC. 27

    CORPORATE GOVERNANCE POLICIES

    The disclosure required pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices has been made by the Company in its Management Information Circular dated February 9, 2011, which was distributed to shareholders and filed on SEDAR for internet access for public viewing.

    OUTLOOK

    The Company’s long-term objective is to bring its uranium and vanadium properties into profitable production by acquiring and refurbishing previously producing mines in the western United States. To complement this objective, the Company has acquired approximately 880 acres to build its own uranium and vanadium milling complex west of Naturita, Colorado and adjacent to a US Department of Energy site in the Paradox Valley in order to secure long-term access to milling facilities and to minimize any reliance on third party ore processing mills.

    While management believes the long-term outlook remains favourable, the economic uncertainty and financial market volatility that is currently impacting the financial condition, liquidity and future prospects of the Company cannot be ignored. The Company will continue to look for opportunities to reduce costs and defer projects that do not offer immediate return on investment. The Company’s ability to continue as a going concern is dependent upon its ability to finance its current and future operations and future acquisition costs. Although the Company has been successful in raising funds to date, there is significant doubt that adequate funding will be available in the future, or available under terms acceptable to the Company.

    Absent additional financing, the Company has sufficient funds to carry out its business plan beyond its fiscal year 2012. In order to accomplish planned exploration and development, pay for administrative costs, pay for costs associated with the Radioactive Material License and fund mill construction expenditures beyond this timeframe, the Company will pursue long-term financing prior to the end of FY 2012.

    CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION AND STATEMENTS

    Certain information in this MD&A contains management’s assessment of the Company’s future plans and may constitute ‘‘forward-looking information’’ under applicable securities laws. Such information may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, achievements, or opportunities expressed or implied by such forward-looking information. This forward-looking information includes estimates, forecasts and statements as to management’s and others’ expectations with respect to, among other things, exploration, development and production strategies and the outlook for the Company and the uranium exploration and mining industry.

    When used in this MD&A, such information uses words such as ‘‘may’’, ‘‘will’’, ‘‘estimate’’, ‘‘expect’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘plan’’, ‘‘could’’ and other similar terminology. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this MD&A. Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors discussed under ‘‘Risk Factors’’. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, the Company cannot assure that actual results will be consistent with this forward-looking information. This forward-looking information is made as of the date of this MD&A, and the Company assumes no obligation to update or revise it to reflect new events or circumstances except as required by law. Forward-looking information and statements for time periods subsequent to fiscal 2011 involve greater risks and require longer-term assumptions and estimates than those made prior, and are consequently subject to greater uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such long-term forward-looking information and statements.

     
    MD&A YEAR ENDED SEPTEMBER 30, 2011



    Exhibit 99.6


    ENERGY FUELS INC.

    2011 ANNUAL INFORMATION FORM

     

     

    December 17, 2011


    ENERGY FUELS IN C .

    ANNUAL INFORMATION FORM

    TABLE OF CONTENTS

    ITEM 1 - CORPORATE STRUCTURE 8
    1.1      NAME, ADDRESS AND INCORPORATION 8
    1.2      INTER-CORPORATE RELATIONSHIPS 8
    ITEM 2 - G ENERAL DEVELOPMENT OF THE BUSINESS 8
    2.1      THREE YEAR HISTORY 8
    2.2      SIGNIFICANT ACQUISITIONS 13
    ITEM 3 - DESCRIPTION OF THE BUSINESS 13
    3.1      GENERAL 13
    3.2      RISK FACTORS 15
    3.3      MINERAL PROJECTS 26
    3.4      PIÑON RIDGE MILL 27
    3.5      MARKETING 29
    ITEM 4 - WHIRLWIND MINE 30
    4.1      PROPERTY DESCRIPTION AND LOCATION 30
    4.2      ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 30
    4.3      HISTORY 31
    4.4      GEOLOGICAL SETTING 31
    4.5      MINERALIZATION 32
    4.6      DRILLING 32
    4.7      SAMPLING, ANALYSIS AND DATA VERIFICATION 33
    4.8      EXPLORATION AND DEVELOPMENT 33
    4.9      MINERAL RESOURCES 34
    ITEM 5 - ENERGY QUEEN MINE 34
    5.1      PROPERTY DESCRIPTION AND LOCATION 34
    5.2      ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 35
    5.3      HISTORY 36
    5.4      GEOLOGICAL SETTING 36
    5.5      MINERALIZATION 36
    5.6      DRILLING 37
    5.7      SAMPLING, ANALYSIS AND DATA VERIFICATION 38
    5.8      EXPLORATION AND DEVELOPMENT 38
    5.9      MINERAL RESOURCES 38
    ITEM 6 - SAN RAFAEL URANIUM PROJECT 39
    6.1      TECHNICAL REPORT SUMMARY 39
    ITEM 7 - SAGE PLAIN PROJECT 40
    7.1      TECHNICAL REPORT SUMMARY 41
    ITEM 8 - NON- MATERIAL MINERAL PROJECTS 43
    ITEM 9 - DIVIDENDS 47

    2



    ITEM 10 - DESCRIPTION OF CAPITAL S TRUCTURE 47
    10.1 GENERAL DESCRIPTION OF CAPITAL STRUCTURE 47
    10.2 RIGHTS PLAN 47
    ITEM 11 - MARKET FOR SECURITIES 48
    ITEM 12 - DIRECTORS AND OFFICERS 48
    12.1 NAME, OCCUPATION AND SECURITY HOLDING 48
    12.2 CEASE TRADE ORDERS AND BANKRUPTCIES 51
    12.4 CONFLICTS OF INTEREST 53
    ITEM 13 - AUDIT C OMMITTEE 53
    13.1 AUDIT COMMITTEE CHARTER 53
    13.2 COMPOSITION OF THE AUDIT COMMITTEE 53
    13.3 RELEVANT EDUCATION AND EXPERIENCE 53
    13.4 RELIANCE ON CERTAIN EXEMPTIONS 54
    13.5 AUDIT COMMITTEE OVERSIGHT 54
    13.6 PRE-APPROVAL POLICIES AND PROCEDURES 54
    13.7 EXTERNAL AUDITOR SERVICE FEES 54
    ITEM 14 - LEGAL PROCEEDINGS AND REGULATORY ACTIONS 55
    ITEM 15 - INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 55
    ITEM 16 - TRANSFER AGENTS AND REGISTRARS 55
    ITEM 17 - MATERIAL CONTRACTS 55
    ITEM 18 - INTERESTS OF EXPERTS 56
    18.1 NAMES OF EXPERTS 56
    18.2 INTERESTS OF EXPERTS 56
    ITEM 19 - ADDITIONAL INFORMATION 57
    AUDIT COMMITTEE CHARTER 58

    3


    Documents Incorporated by Reference

    The following documents are specifically incorporated by reference in this Annual Information Form:

    1.

    The consolidated financial statements of Energy Fuels Inc. for the year ended September 30, 2011 prepared in accordance with Canadian generally accepted accounting principles and the auditors' report thereon (the “2011 Annual Financial Statements”);

       
    2.

    Management’s Discussion and Analysis of Energy Fuels Inc. for the year ended September 30, 2011 (the “2011 Annual MD&A”);

       
    3.

    Technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind

       

    Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado (the “Whirlwind Technical Report”) in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators (“NI 43-101”);

       
    4.

    Technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Property, San Juan County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado (the “Energy Queen Technical Report”) in accordance with NI 43-101;

       
    5.

    Technical report dated March 21, 2011 entitled “NI 43-101 Technical Report on San Rafael Uranium Project (including the Deep Gold Uranium Deposit and the Down Yonder Uranium

       

    Deposit) Emery County, Utah”, prepared by O. Jay Gatten, Utah Professional Geologist (the “ San Rafael Technical Report ”) in accordance with NI 43-101.

       
    6.

    Technical report dated December 16, 2011 entitled “Technical Report on Colorado Plateau

       

    Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (Including the Calliham Mine and Sage Mine), San Juan County, Utah and San Miguel County,

       

    Colorado” prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado (the “Sage Plain Technical Report”) in accordance with

       

    NI 43-101;

    The above documents are available for review on the System for Electronic Data Analysis and Retrieval (“SEDAR”), which may be accessed on the Internet at website: www.sedar.com.

    Currency

    In this Annual Information Form, references to “US$” are to United States dollars, and references to “$” are to Canadian dollars. The nominal noon rate of exchange on September 30, 2011 (the last day of the Corporation’s most recently completed financial year), as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$1.00 = $1.0389. The nominal noon rate of exchange on December 16, 2011, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$1.00 = $1.037.

    4


    Forward-Looking Statements

    This Annual Information Form contains “forward-looking statements”. Forward-looking statements include, but are not limited to, statements with respect to the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.  Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    Such factors include, among others, risks related to international operations; actual results of planned expansion activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in grade or recovery rates; accidents, labour disputes and other risks of the mineral exploration and mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed under “Description of the Business – Risk Factors”. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

    5


    Glossary of Terms

    In this Annual Information Form, in addition to the terms which are defined parenthetically, the following terms shall have the following means respectively:

    “ASP” means Arizona Strip Partners LLC, a joint venture between Energy Fuels and Royal USA;

    “BLM” means the Bureau of Land Management;

    “CDPHE” means the Colorado Department of Public Health & Environment;

    “Common Shares” means common shares in the capital of the Corporation, as constituted on the date hereof;

    “Corporation” means Energy Fuels Inc.;

    “CPP” means Colorado Plateau Partners LLC, a limited liability company owned as 50% by Energy Fuels and 50% by Lynx-Royal;

    “DOE” means the U.S. Department of Energy;

    “Dundee” means Dundee Resources Limited, a subsidiary of Dundee Corporation;

    “EFRC” means Energy Fuels Resources Corporation, a wholly-owned subsidiary of the Corporation;

    “Energy Fuels” means, collectively, the Corporation and its subsidiaries;

    “EPA” means the Environmental Protection Agency of the United States;

    “FY 2010” means the fiscal year of the Corporation ended September 30, 2010;

    “FY 2011” means the fiscal year of the Corporation ended September 30, 2011;

    “License” means the Radioactive Materials License issued by the CDPHE in respect of the Piñon Ridge Mill;

    “Lynx-Royal” means Lynx-Royal JV LLC, which is a member of Colorado Plateau Partners LLC;

    “Magnum” means Magnum Uranium Corp., a wholly-owned subsidiary of the Corporation;

    “Magnum USA” means Magnum Minerals USA Corp., a wholly-owned subsidiary of the Corporation;

    “MCBOCC” means the Montrose County Board of County Commissioners;

    “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects , adopted by the Canadian Securities Administrators;

    6


    “Piñon Ridge Mill” or “Mill” means the proposed Piñon Ridge Mill, which is located near Naturita, Colorado;

    “Royal USA” means Royal USA Inc., a subsidiary of Aldershot Resources Ltd;

    “SMA” means Sheep Mountain Alliance, a non-governmental organization based in Telluride, Colorado, which has commenced litigation seeking to invalidate the SUP and the License.

    “SUP” means the Special Use Permit for the Piñon Ridge Mill;

    “Titan” means Titan Uranium Inc.;

    “tpd” means tons per day;

    “TSX” means the Toronto Stock Exchange;

    “West Lisbon” means West Lisbon JV LLC, a joint venture between Energy Fuels and Mesa Uranium Company;

    7



    ITEM 1 - CORPORATE STRUCTURE

    1.1

    Name, Address and Incorporation

    The Corporation was incorporated on June 24, 1987 in the Province of Alberta under the name Volcanic Metals Exploration Inc. On September 2, 2005, the Corporation was continued under the Business Corporations Act (Ontario). Volcanic Metals Exploration Inc. changed its name to Energy Fuels Inc. on May 26, 2006.

    The registered office of the Corporation is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6. The principal office of the Corporation’s U.S. subsidiaries is located at Suite 600, 44 Union Blvd., Lakewood, Colorado, 80228 USA.

    1.2

    Inter-Corporate Relationships

    The following chart lists all of the Corporation’s material subsidiaries, their respective jurisdictions of incorporation, and the Corporation’s ownership interest in each:


    ITEM 2 - GENERAL DEVELOPMENT OF THE BUSINESS

    2.1

    Three Year History

    Energy Fuels is a Toronto, Ontario based uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico through its wholly-owned Canadian subsidiary Magnum, its wholly-owned U.S. subsidiaries EFRC and Magnum USA, and by way of joint venture interests in Arizona Strip Resources JV LLC (a Delaware LLC, 50% interest), Arizona Strip Partners LLC (a Delaware LLC, 50% interest), Colorado Plateau Partners LLC (a Delaware LLC, 50% interest) and West Lisbon LLC (a Delaware LLC, 50% interest).

    8


    Developments in Fiscal Year Ended September 30, 2009

    Energy Fuels implemented a capital preservation program in November 2008 for purposes of ensuring adequate funding to pursue approval of permits and licenses for the Piñon Ridge Mill (pre-construction) and to maintain the Whirlwind Mine and Energy Queen Mine on a standby basis while meeting permit compliance requirements. Specifically, Energy Fuels continued with pumping and water treatment, environmental and permit compliance activities, safety inspections, equipment and facilities maintenance, and security at both mines.

    Effective June 30, 2009, the Corporation acquired Magnum, adding approximately $3.09 million of cash reserves and mineral properties located in the Western United States and the Athabasca Basin in Saskatchewan.

    Energy Fuels advanced its strategic objective of expanding and consolidating assets located in the Western U.S. in the historic Colorado Plateau uranium/vanadium mining district as follows:

    In furtherance of its strategic objective to become a fully integrated producer, the Corporation obtained approval of a Special Use Permit (“SUP”) for the proposed Piñon Ridge Mill from the Montrose County Board of County Commissioners (“MBOCC”) on September 30, 2009.

    Developments in Fiscal Year Ended September 30, 2010

    On July 7, 2010, the Corporation issued 19,250,000 common shares at a price of $0.16 per share for gross proceeds of $3.08 million, by way of private placement to Dundee Resources Limited (“Dundee”), a subsidiary of Dundee Corporation. Following the close of the transaction, Dundee owned 19.8% of the outstanding common shares of the Corporation. The private placement was subject to a 5% finder’s fee payable to an arm’s length party. Transaction costs, including the finder’s fee, totalled $192,000. In the subscription agreement entered into in connection with the private placement, the Corporation agreed that the Board of Directors shall consist of no more than seven members and that, subject to the fiduciary obligation of the Board of Directors of the Corporation to act in the best interests of the Corporation and its shareholders, the Board of Directors shall appoint two nominees of Dundee to the Board and to the Audit Committee and Consolidation Committee of the Board.

    The Corporation continued its capital preservation program in FY 2010 for purposes of ensuring adequate funding to pursue approval of permits and licenses for the Piñon Ridge Mill (pre-construction) and to maintain the Whirlwind Mine and Energy Queen Mine on a standby basis while meeting permit compliance requirements. Specifically, Energy Fuels continued to perform environmental and permit compliance activities, safety inspections, equipment and facilities maintenance, and security at both mines.

    9


    Energy Fuels advanced its strategic objective of expanding and consolidating assets located in the Western U.S. in the historic Colorado Plateau uranium/vanadium mining district during FY2010 as follows:

    In furtherance of its strategic objective to become a fully integrated producer, the Corporation achieved the following milestones related to its licensing process for the proposed Piñon Ridge Mill during FY 2010:

    On October 30, 2009, a complaint was filed by SMA, an environmental non-governmental organization, against the MBOCC citing technical deficiencies that could, if accepted, disqualify the issuance of the SUP. The complaint names EFRC as an indispensable party whose rights are directly affected by the disposition of the case. In August 2010, a court ordered mediation hearing was conducted which resulted in no agreement between the parties. While there is no monetary damage asserted in the complaint that would give rise to a contingent liability to EFRC, should the plaintiffs prevail, the licensing process would be impacted.

    Developments in Fiscal Year Ended September 30, 2011

    10


    Energy Fuels advanced its strategic objective of expanding and consolidating assets located in the Western U.S. in the historic Colorado Plateau uranium/vanadium mining district during FY 2011 as follows:

  •  
  • La Sal-Energy Queen District --

    > Expanded the uranium property position adjoining the Energy Queen Mine by acquiring two Utah State Mineral Leases and 13 unpatented claims from Uranium One in November 2010.

     

     

  •  
  • San Rafael District --

    > In February 2011, the Corporation issued 1,046,067 common shares valued at US$1.2 million to purchase the rights for ten Hollie claims, located in Emery County, Utah from Titan Uranium USA, Inc. The Hollie claims are located about 120 highway miles from the site of the proposed Piñon Ridge Mill and are surrounded by the Corporation’s claims in the San Rafael uranium district.

     

     

  •  
  • CPP joint venture (La Sal-Energy Queen District) --

    > In November 2010, CPP, in which Energy Fuels holds a 50% interest, acquired 94 contiguous mining claims (1,942 acres) in the Sage Plain area of Utah and Colorado at the south end of the Uravan Mineral Belt, along with a Utah State Mineral Lease on two nearby properties (733 acres). All of these properties were acquired from Uranium One Inc. They are located in close proximity to two other Utah State leases already owned by CPP and are about 70 highway miles from Energy Fuels’ proposed Piñon Ridge Mill. The properties were acquired for a nominal cash payment and overriding royalties.

     

     

    > In February 2011, the Corporation issued 1,064,895 common shares valued at US$1.0 million to purchase the mining lease and all related data for the Calliham Mine, located in San Juan County, Utah from Nuvemco LLC. This property is in the designated area of interest of the CPP. The property was contributed to the CPP joint venture after Energy Fuels’ partner, Lynx-Royal JV LLC (“Lynx-Royal”), agreed to a contribution plan to reimburse EFRC for the contribution. The Calliham Mine now forms part of the Sage Plain Project, described in ITEM 7 -below.

    11


    > In July 27, 2011, EFRC paid $500,000 to purchase the mining lease and all related data for the Crain Property, located in San Juan County, Utah from Uranium Energy Corporation. This property is in the designated area of interest of CPP. The property was contributed to the CPP joint venture after Lynx-Royal agreed to the contribution and paid EFRC $250,000 for its share of the cost. The Crain Property now forms part of the Sage Plain Project, described in ITEM 7 -below.

    > In October 2011, EFRC purchased a 20-year mining lease (the “Skidmore Lease”) in southeast Utah’s Sage Plain District from privately held Nuclear Energy Corporation for US$1,500,700. The Skidmore Lease is located on approximately 709 acres in San Juan County, Utah, and includes large portions of the historic Calliham Mine that is adjacent to the Calliham Lease, the Crain Lease, the Sage Properties, and other mining claims already owned or controlled by Energy Fuels through CPP. With this acquisition, Energy Fuels has assembled sufficient contiguous historical resource acreage to begin permitting a uranium and vanadium mine in the Uravan Mineral Belt with Utah’s Department of Oil, Gas, and Minerals. The Skidmore Lease now forms part of the

    Sage Plain Project, described in ITEM 7 -below.

    In furtherance of its strategic objective to become a fully integrated producer, Energy Fuels achieved the following milestones related to its licensing process for the proposed Piñon Ridge Mill (“Mill”) during

    FY 2011:

  •  
  • License/Permits --

    > On January 5, 2011 received conditional approval and on March 7, 2011, received final approval by the CDPHE for a Radioactive Materials License (“License”) for the 500 ton per day Piñon Ridge Mill facility, allowing Energy Fuels to build and operate the first conventional uranium mill in the U.S. in thirty years.

     

     

    > On October 27, 2011, received approval from the Environmental Protection Agency (“EPA”) for the construction of the tailings impoundment and evaporation pond facilities for the Mill. These facilities will manage the tailings and wastewater produced by the Mill. Radon emissions from uranium tailings and wastewater are regulated by the EPA under the National Emission Standards for Hazardous Air Pollutants (“NESHAPS”).

     

     

    > The remaining primary permit to be obtained is the air quality permit from the Colorado Air Pollution Control Division (“CAPCD”). The decision on this permit is expected during the first calendar quarter of 2012.

     

     

  •  
  • Litigation --

    > On February 4, 2011, Judge James Schum of the State of Colorado District Court in Montrose County denied the legal challenge by SMA of the decision by the Montrose County Board of County Commissioners (“MCBOCC”) to approve the Special Use Permit for the Piñon Ridge Mill, originally approved on September 30, 2009. On March 18, 2011, SMA appealed the District Court’s decision to the Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals upheld the District Court’s decision. SMA has 15 days to request a rehearing on the case or alternatively, SMA can petition the Colorado Supreme Court to hear the case.

     

     

    > On February 8, 2011, SMA filed a complaint in District Court, City and County of Denver, Colorado, that names CDPHE as Defendant and EFRC as an indispensable party whose rights are directly affected by the disposition of the case and alleges improprieties in the January 5, 2011 issuance of the License to EFRC by CDPHE for the Mill. On February 23, 2011, CDPHE filed a comprehensive motion to dismiss SMA’s lawsuit. On March 10, 2011, EFRC filed its own motion to dismiss SMA’s lawsuit. On May 25, 2011, the motions by CDPHE and EFRC to dismiss the complaint filed by SMA against the CDPHE were denied by the District Court in the City and County of Denver. The decision by the court addressed issues of jurisdiction and standing of the plaintiffs and did not review or address any facts or substantive aspects of the complaint.

    12



  •  
  • Financial --

    > Posted a surety bond in the amount of US$1.37 million with CDPHE on May 6, 2011 for the first installment of the Decommissioning Funding Plan (“DFP”) required by the License. In March 2011, EFRC transferred US$844,400 in cash to CDPHE for the long-term care fund component.

     

     

  •  
  • Construction Planning --

    > Completed Phase 1 of the process to develop detailed engineering construction drawings. EFRC incurred approximately $575,000 for this first phase.

     

     

  •  
  • Expended $1,719,000 for activities related to the mill licensing process, with costs of $1,144,000 for activities related to the License and costs of $575,000 for Phase 1 activities for detailed engineering construction drawings. Since acquisition of the mill property and inception of the mill permitting process in July 2007, Energy Fuels has spent $13.3 million on the licensing process through the fiscal year ended September 30, 2011.


    2.2

    Significant Acquisitions

    There were no significant acquisitions during the year ended September 30, 2011.

    ITEM 3 - DESCRIPTION OF THE BUSINESS

    3.1

    General

    Summary

    The Corporation is a Toronto, Ontario based uranium and vanadium exploration and mine development company listed on the Toronto Stock Exchange; trading symbol: ‘EFR’. The Corporation’s mission has been to build a fully integrated uranium and vanadium production company through exploration, development, mining, milling and sales; primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado and Utah) and in the broader western United States.

    Energy Fuels currently has two permitted mines in its mineral property portfolio. The Whirlwind Mine is located in the Upper Uravan Mineral Belt approximately 4 miles southwest of Gateway, Colorado and received its final permit approval from local, state and federal regulators in September 2008. The Energy Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah. Energy Queen’s permit was transferred by Denison Mines (USA) to Energy Fuels in January 2008.

    The Corporation’s property acquisition and exploration activities have been oriented in the short-term to expanding the current resource base in the Colorado Plateau and in the long-term to exploring the Arizona Strip located in northern Arizona for its high grade ore deposits. The Corporation will continue to pursue opportunities to consolidate and grow the resource position within the Colorado Plateau as they become available and as capital permits. For risk sharing and capital preservation purposes, the exploration activities in the Arizona Strip are now conducted through a joint venture with Royal USA Inc., a subsidiary of West Perth, Australia based Royal Resources Limited.

    13


    The Corporation also contacted eight of the largest U.S. nuclear power plant operators, representing over 70% of the nuclear generating capacity in the U.S. Meetings were held to discuss the Corporation’s plans and schedule to supply uranium, establish the Corporation as a viable bidder and thereby, get on the distribution list for future Requests for Proposal to supply uranium concentrates for the manufacture of nuclear fuel to these utilities.

    During FY 2011, the Corporation completed multiple trips to Asia in search of strategic partnering opportunities to assist in the financing of the Piñon Ridge Mill. Management will continue to pursue and evaluate strategic options, including partnerships, joint ventures and acquisition opportunities that enhance shareholder value and which fit within the Corporation’s mineral resource development strategy. In the past, funding for exploration and development operations has been obtained through equity offerings. Future operations (and the ability to meet mineral property option commitments) are dependent upon the Corporation’s continuing ability to finance expenditures and achieve profitable operations. The Corporation continues to evaluate other funding sources such as debt, joint ventures, non-core asset divestitures, strategic partnerships and project financing to finance its growth.

    Going Concern

    The Corporation’s ability to continue as a going concern assumes it will be able to finance its operations and capital expenditures, realize the value of its assets, pay its liabilities and meet future obligations in the normal course of business. Although the Corporation has been successful in raising funds to date, there is significant doubt that adequate funding will be available in the future, or available under terms acceptable to the Corporation.

    With the approval of the Radioactive Material License from CDPHE, the Corporation has begun the process of seeking project financing for the construction of the Mill and for funding the decommissioning warranty that must be provided to CDPHE before and during construction of the Mill. Under the current terms of the License, during FY 2012, the Corporation will be required to provide prepayments of the decommissioning warranty in the amount of $9.7 million. However, due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013. Accordingly, the Corporation will likely seek a deferral of these prepayments until FY 2013. The Corporation believes CDPHE will agree to such deferral request since there has been, and will be, no activities on the mill site property that create a decommissioning or reclamation liability until the litigation is resolved.

    Budgeted cash expenditures for the fiscal year 2012 will range from $5.0 - $5.5 million, which will fund property holding costs; fulfill property work commitments; maintain the current management group; fund permit compliance requirements for the Whirlwind and Energy Queen Mines; fund the Mill license review process; fund investor relations activities and allow the Corporation to continue the evaluation of consolidation opportunities and continue evaluating capital raise alternatives for long term financing of the construction of the Mill. At the current budgeted cash utilization rate of approximately $450,000 per month, and assuming successful deferral of the decommissioning warranty, the Corporation’s cash resources will allow it to execute its business plan beyond fiscal year 2012.

    14


    Specialized Skill and Knowledge
    Management of Energy Fuels is composed of a team of individuals who have proven expertise in mine financing and development. Management is complemented by an experienced Board of Directors with expertise in the uranium industry.

    Competitive Conditions
    The mineral exploration and mining business is highly competitive. The Corporation competes with numerous other companies and individuals in the acquisition, exploration, financing and development of mineral properties. Many of these companies are larger and better capitalized than the Corporation. There is significant competition for the limited number of uranium acquisition and exploration opportunities that are available. The Corporation’s competitive position depends on its ability to successfully and economically explore, acquire and develop new and existing mineral properties. Factors that allow producers to remain competitive in the market over the long term include the quality and size of ore bodies, costs of operation and the acquisition and retention of qualified employees. The Corporation competes with other mining companies for skilled mining engineers, mine and processing plant operators and mechanics, geologists, geophysicists and other technical personnel. When the Corporation begins producing uranium, it will also compete with other producers and traders selling into the spot and contract markets.

    Environmental Protection
    The current and future operations of the Corporation, including development activities on the properties or areas in which it has an interest, are subject to laws and regulations governing exploration, development, tenure, production, taxes, labour standards, occupational health, waste disposal, protection and remediation of the environment, reclamation, mine safety, toxic substances and other matters. Environmental protection requirements have not had a material effect on the capital expenditures, earnings and competitive position of the Corporation in the current financial year.

    However, under the current terms of the License, during FY 2012, EFRC will be required to provide prepayments of the decommissioning warranty in the amount of $9.7 million. Due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013. As noted above, EFRC will likely seek a deferral of these prepayments until FY 2013. The Corporation believes that CDPHE will agree to such deferral request since there has been, and will be, no activities on the mill site property that create decommissioning or reclamation liability until the litigation is resolved.

    Employees
    As at September 30, 2011, Energy Fuels had 12 employees and 2 full-time contract consultants located in Colorado and Utah.

    Foreign Operations
    The Corporation’s principal assets are located outside of Canada, in the United States.

    3.2

    Risk Factors

    An investment in the securities of the Corporation is speculative and involves a high degree of risk. The operations of the Corporation are highly speculative due to the high-risk nature of its business, which include the acquisition, financing, exploration and development of mineral properties. The risks and uncertainties set out below and incorporated by reference herein are not the only ones facing the Corporation. Additional risks and uncertainties not currently known to the Corporation, or that the Corporation currently deems immaterial, may also impair the Corporation’s operations. Additional risks and uncertainties not currently known to the Corporation, or that are currently deemed immaterial, may also materially and adversely affect the Corporation’s business operations.

    15


    If any of the risks actually occur, Energy Fuels’ business, financial condition and operating results could be adversely affected. As a result, the trading price of the Corporation’s securities could decline and investors could lose part or all of their investment.

    In addition to matters set out elsewhere in this Annual Information Form, the following are risks related to the Corporation and its business:

    General Risks

    The securities of the Corporation may be subject to wide fluctuations in their trading price and volume.
    The Common Shares are listed on the TSX. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continued fluctuations in price will not occur, which may result in losses to investors.

    The trading price of the Common Shares may increase or decrease in response to a number of events and factors, including: the Corporation’s operating performance and the performance of competitors and other similar companies; volatility in uranium, vanadium and other metal prices; the public’s reaction to the Corporation’s press releases, other public announcements and the Corporation’s filings with the various securities regulatory authorities; the failure of the Corporation to meet the reporting and other obligations under Canadian securities laws or imposed by the TSX; changes in recommendations by research analysts who track the common shares or the shares of other companies in the resource sector; a reduction in coverage by such research analysts; changes in general economic and/or political conditions; the arrival or departure of key personnel; and acquisitions, strategic alliances or joint ventures involving the Corporation or its competitors, which, if involving the issuance of Common Shares, or securities exercisable or exchangeable for or convertible into Common Shares, would result in dilution to present and prospective holders of Common Shares. In addition, the market price of the Common Shares is affected by many variables not directly related to the Corporation’s success and are, therefore, not within the Corporation’s control, including other developments that affect the market for all resource sector securities, the breadth of the public market for the common shares and the attractiveness of alternative investments.

    Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

    Uranium and Vanadium price fluctuations materially affect the results of the Corporation’s operations.
    The results of the Corporation’s operations are significantly affected by the market price of uranium and vanadium which are cyclical and subject to substantial price fluctuations. The Corporation’s earnings are and will be particularly sensitive to the change in the market price of uranium and vanadium. Market prices can be affected by numerous factors beyond the Corporation’s control, including levels of supply and demand for a broad range of industrial products, substitution of new or different products in critical applications for the Corporation’s existing products, expectations with respect to the rate of inflation, the relative strength of the US dollar and of certain other currencies, interest rates, global or regional political or economic crises and sales of uranium and vanadium by holders in response to such factors. If prices should decline below the Corporation’s cash costs of production and remain at such levels for any sustained period, the Corporation may determine that it is not economically feasible to continue commercial production at any or all of the Corporation’s mines and may also be required to look for alternatives other than cash flow to maintain the Corporation’s liquidity until prices recover.

    16


    The recent fluctuations in the price of many commodities is an example of a situation over which the Corporation has no control and which could materially adversely affect the Corporation in a manner for which it may not be able to compensate. The supply of and demand for commodities are affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any minerals produced from the Corporation’s properties will be such that any deposits can be mined at a profit.

    If production is commenced, the Corporation’s profitability will be directly related to the market price of uranium and vanadium produced. The Corporation may from time to time undertake commodity and currency hedging programs, with the intention of maintaining adequate cash flows and profitability to contribute to the long-term viability of the business.

    The Corporation anticipates selling forward in the ordinary course of business if, and when, the Corporation has sufficient assets and production to support forward sale arrangements. There are, however, risks associated with forward sale programs. If the Corporation does not have sufficient production to meet its forward sale commitments, it may have to go into the spot market and buy or borrow (for later delivery back from production) sufficient product to deliver under the forward sales contracts, possibly at higher prices than provided for in the forward sales contracts.

    Actual capital costs, operating costs and expenditures, economic returns may differ significantly from those the Corporation has anticipated.
    The Corporation’s expected operating costs and expenditures, economic returns and other projections from a mining project which are contained in this document and in any technical reports or other studies prepared for or by the Corporation are based on assumed or estimated future metals prices, cutoff grades, operating costs, capital costs, and expenditures and other factors that each may prove to be inaccurate. Therefore, such studies and reports may prove to be unreliable.

    For example, significant declines in market prices for uranium and vanadium or extended periods of inflation would have an adverse effect on any economic projections. In addition, any material reductions in estimates of mineralization or increases in capital costs and expenditures, or in the Corporation’s ability to maintain a projected budget or renew a particular mining permit, could also have a material adverse effect on projected production schedules and economic returns, as well as on the Corporation’s overall results of operations or financial condition. There is also a risk that rising costs for labour and material could have an adverse impact on forecasted construction costs and that shortages of labour and material could have a negative impact on any mine development schedule.

    17


    The Corporation’s operating costs are affected by the cost of commodities and goods such as steel, fuel, electrical power and supplies. Management of the Corporation prepares its cost and production guidance and other forecasts based on its review of current and estimated future costs, and management assumes that the materials and supplies required for operations will be available for purchase. An increase in any of these costs, or a lack of availability of commodities and goods, may have an adverse impact on the Corporation’s financial condition.

    Recent market events and conditions and the deterioration of general economic indicators have led to a loss of confidence in global credit and financial markets, restricted access to capital and credit, and increased counterparty risk.

    Beginning in 2007, the U.S. credit markets began to experience and continue to experience serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, sub-prime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. These problems led to a slow-down in residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions continued and worsened in 2008, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. In addition, general economic indicators have deteriorated, including declining consumer sentiment, increased unemployment and declining economic growth and uncertainty about corporate earnings.

    These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and several financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities. Access to capital and credit has been negatively impacted. These disruptions could, among other things, make it more difficult for the Corporation to obtain, or increase its cost of obtaining, capital and financing for its operations. The Corporation’s access to additional capital may not be available on terms acceptable to it or at all. Failure to raise capital when needed or on reasonable terms may have a material adverse effect on the Corporation’s business, financial condition and results of operations. In addition, recent market events and conditions have significantly raised the risk of counterparty default. The Corporation is subject to counterparty risk and may be impacted in the event that a counterparty, including suppliers and joint venture partners, becomes insolvent.

    Exploration, development and mining of minerals are subject to extensive governmental regulation.
    Exploration, development and mining of minerals are subject to extensive federal, state, provincial, territorial and local laws and regulations governing, among other things, acquisition of the mining interests, maintenance of claims, tenure, expropriation, prospecting, development, mining, production, price controls, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, water use, land use, aboriginal land claims, environmental protection and remediation, endangered and protected species, mine safety and other matters. There can be no assurance that future changes in applicable regulation will not adversely affect the operations or financial condition of the Corporation. Any mining activities on any mineral property must conform to applicable governmental regulations in

    18


    force at the time such activities are undertaken. New laws and regulations, amendments to existing laws and regulations or more stringent implementation of existing laws and regulations could have a material adverse impact on the Corporation, increase costs, cause a reduction in levels of, or suspension of, production and/or delay or prevent the development of new mining properties.

    Mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to the Corporation’s ownership of a property. To the extent that the Corporation is subject to uninsured environmental liabilities, the payment of such liabilities would reduce otherwise available earnings and could have a material adverse effect on the Corporation. Should the Corporation be unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect on us. In addition, the Corporation does not have coverage for certain environmental losses and other risks as such coverage cannot be purchased at a commercially reasonable cost. Compliance with applicable environmental laws and regulations requires significant expenditures and increases mine development and operating costs

    The mining industry is subject to significant risks and hazards, most of which are beyond the Corporation’s control.
    The mining industry is subject to significant risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected geological conditions, labour force disruptions, unavailability of materials and equipment, weather conditions, pit wall failures, rock bursts, ground falls, slope failures, cave-ins, flooding, seismic activity, water conditions and other natural or man-provoked incidents that could affect the mining of ore, most of which are beyond the Corporation’s control. These risks and hazards could result in: damage to, or destruction of, mineral properties or production facilities; personal injury or death; environmental damage; delays in mining; and monetary losses and possible legal liability. As a result, production may fall below historic or estimated levels and the Corporation may incur significant costs or experience significant delays that could have a material adverse effect on the Corporation’s financial performance, liquidity and results of operations. To minimize risks in these areas, the Corporation provides training programs for employees and has joint management-worker committees to review work practices and environment.

    Competition from better- capitalized companies affects prices and the Corporation’s ability to acquire properties and personnel.
    There is global competition for uranium properties, capital, customers and the employment and retention of qualified personnel. In the production and marketing of uranium, there are a number of producing entities, some of which are government controlled and most of which are significantly larger and better capitalized than the Corporation. Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources than the Corporation.

    The Corporation’s proposed uranium production will also compete with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantlement of United States and Russian nuclear weapons and imports to the United States of uranium from the former Soviet Union and from the sale of uranium inventory held by the United States Department of Energy. In addition, there are numerous entities in the market that compete with the Corporation for properties and are attempting to become licensed to operate uranium mining facilities. If the Corporation is unable to successfully compete for properties, capital, customers or employees or alternative uranium sources, it could have a materially adverse effect on the Corporation’s results of operations.

    19


    Factors beyond the control of the Corporation may affect commodity prices in the marketplace.
    Factors beyond the control of the Corporation may affect the market price of uranium, vanadium or any other metals contained in minerals discovered. Such factors include demand, inflation, market fluctuation, currency exchange rates, interest rates, forward sales by producers, global or regional political or financial events, natural disasters, production and cost levels in major producing regions, proximity and capacity of natural resource markets and processing equipment and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Resource prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. There can be no assurance that current commodity price levels will continue to prevail if and when the Corporation enters production. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors may result in the Corporation not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Corporation may result.

    The only significant market for uranium is to fuel nuclear power plants world-wide, and there are a limited number of customers.
    If the Corporation begins to produce uranium, it will be dependent on a limited number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of the Corporation’s business.

    The price of alternative energy sources affects the demand for and price of uranium.
    The attractiveness of uranium as an alternative fuel to generate electricity may to some degree be dependent on the relative prices of oil, gas, coal and hydro-electricity and the possibility of developing other low cost sources for energy. If the price of alternative energy sources decreases or new low-cost alternative energy sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium.

    Public acceptance of nuclear energy is uncertain.
    Maintaining the demand for uranium at current levels and any future growth in demand will depend upon acceptance of nuclear technology as a means of generating electricity. Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and potentially increase the regulation of the nuclear power industry.

    On March 11, 2011, a serious earthquake struck the northeast coast of Japan, producing a tsunami and causing massive damage and destruction along the Pacific coastline of Japan. This included damage to the Fukushima Daiichi I and II Nuclear Power Plants, located in the town of Okuma, about 210 kilometers north of Tokyo. The plants suffered a series of power and equipment failures affecting cooling water systems and released radioactive material into the environment. The incidents at the Fukushima Daiichi I and II Nuclear Power Plants have called into question public confidence in nuclear energy in Japan and elsewhere around the world. This had an immediate negative impact on the market share price of companies engaged in the exploration and development of uranium and other materials related to the nuclear industry and nuclear related commodity prices generally. The Corporation cannot predict whether this trend will continue.

    20


    Foreign currency risks.
    The Corporation’s operations are subject to foreign currency fluctuations. The Corporation’s operating expenses are primarily incurred in U.S. dollars. If the Corporation commences production of uranium and vanadium, its revenues will also be primarily in U.S. dollars. The fluctuation of the Canadian dollar in relation to the U.S. dollar, will consequently have an impact upon the profitability the Corporation and may also affect the value of the Corporation’s assets and the value of shareholders’ equity.

    Risks relating to the Corporation

    Litigation commenced by SMA may delay or prohibit construction of the Piñon Ridge Mill.
    The Corporation has not commenced construction on, and currently there is no mill at, the Pi&ntilde;on Ridge site. SMA has filed a complaint in State District Court against CDPHE, in which EFRC is named as an indispensable party, seeking to invalidate the License, as described under Item 3.4 - “Piñon Ridge Mill”. Although the Corporation believes that the complaint is without merit, and intends to vigorously oppose it, there is no assurance that the complaint will not succeed. Even if CDPHE and the Corporation are ultimately successful in opposing SMA’s complaint, commencement of construction of the Piñon Ridge Mill may be delayed pending resolution of the lawsuit and any further appeals.

    The Corporation has not recorded any revenues, other than interest income, and has no dividend record, and there can be no assurance that the Corporation will generate any revenues or achieve profitability.
    As of the date hereof, the Corporation has not recorded any revenues, other than interest income and investment income, and has no dividend record. The Corporation has not commenced commercial production on any of its mineral resource properties. There can be no assurance that significant losses will not occur in the near future or that the Corporation will be profitable in the future. The Corporation’s operating expenses and capital expenditures may increase in the future as consultants, personnel and equipment costs associated with advancing exploration, development and commercial production of the Corporation’s properties increase. The Corporation expects to continue to incur losses unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Corporation’s properties will require the commitment of substantial resources to conduct time-consuming development. There can be no assurance that the Corporation will generate any revenues or achieve profitability. The Corporation does not have a dividend policy and has never declared or paid any dividends to its shareholders. The Corporation intends to invest all available funds toward the development and growth of its business and does not expect to pay any cash dividends for the foreseeable future. The payment of any cash dividend to shareholders of the Corporation in the future will be at the discretion of the directors of the Corporation and will depend on, among other things, the financial condition, capital requirements and earnings of the Corporation, and any other factors that the directors of the Corporation may consider relevant.

    The exploration and development of mineral deposits involve significant financial risks and are subject to all of the hazards and risks normally incidental to exploration and development of mineral properties.
    Energy Fuels’ mineral properties are in the exploration stage. Development of any of the properties in which Energy Fuels has an interest will only follow upon obtaining satisfactory exploration results. The exploration and development of mineral deposits involve significant financial risks over an extended period of time which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish mineral resources and mineral reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on Energy Fuels’ mineral resource properties will result in a profitable commercial mining operation.

    21


    Energy Fuels’ operations are subject to all of the hazards and risks normally incidental to exploration and development of mineral properties, including environmental hazards, industrial accidents, labour disputes, encountering unusual or unexpected geologic formations, rock bursts, pressures, cave-ins, flooding and periodic interruptions due to inclement or hazardous weather conditions. Such risks could result in damage to, or destruction of, mineral properties, facilities and equipment, personal injury, death, environmental damage, delays in mining, monetary losses and potential legal liability. While the Corporation may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks are such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Corporation cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings, financial position and competitive position of the Corporation.

    Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things, the particular attributes of the deposit, such as its size and grade, ability to economically recover commercial quantities of the minerals, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on invested capital.

    Energy Fuels’ mineral resources are estimates, and no assurance can be given that the estimated reserves and resources are accurate.
    Mineral resources are statistical estimates of mineral content and ore based on limited information acquired through drilling and other sampling methods and require judgmental interpretations of geology. Successful extraction requires safe and efficient mining and processing. Energy Fuels’ mineral resources are estimates, and no assurance can be given that the estimated resources are accurate or that the indicated level of uranium or vanadium will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production is possible, and during that time the economic feasibility of exploiting a discovery may change.

    Mineral resource estimates for properties that have not commenced production are based, in many instances, on limited and widely spaced drill hole information, which is not necessarily indicative of the conditions between and around drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomes available or as actual production experience is gained. An investor should not assume that all or any part of Energy Fuels’ mineral resources constitutes or will be converted into reserves. Market price fluctuations of uranium or vanadium as applicable, as well as increased production and capital costs or reduced recovery rates, may render Energy Fuels’ proven and probable reserves unprofitable to develop at a particular site or sites for periods of time or may render mineral reserves containing relatively lower grade mineralization uneconomic.

    22


    There is no assurance that Energy Fuels will be able to obtain or comply with all required permits and licenses.
    The operations of Energy Fuels require licenses and permits from various governmental authorities. Energy Fuels currently holds all necessary licenses and permits required to carry on with activities which it is currently conducting under applicable laws and regulations and is in compliance in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to changes in regulations and in various operating circumstances. There can be no assurance that Energy Fuels will be able to obtain all necessary licenses and permits required to carry out exploration, development and mining operations on its mineral properties or that Energy Fuels will be able to comply with all such necessary licenses and permits in an economically viable manner.

    Energy Fuels’ operations are subject to environmental regulatory requirements and risk.
    Energy Fuels is required to comply with environmental protection laws and regulations and permitting requirements, and the Corporation anticipates that it will be required to continue to do so in the future. The Corporation has expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and anticipates that it will be required to continue to do so in the future. The material laws and regulations within the U.S. with which Energy Fuels must comply include the Atomic Energy Act, Uranium Mill Tailings Radiation Control Act of 1978, or UMTRCA, Clean Air Act, Clean Water Act, Safe Drinking Water Act, Federal Land Policy Management Act, and state environmental and mined land reclamation laws and regulations delegating those federal programs to such state or as otherwise applicable, including the Colorado Radiation Control Act.

    Energy Fuels is required to comply with the Colorado Radiation Control Act, and regulations promulgated thereunder, when applying for and maintaining an operating license for a uranium mill in the State of Colorado. Uranium mill operations must conform to the terms of such license, which include provisions for protection of human health and the environment from endangerment due to radioactive materials. Energy Fuels intends to utilize specific employees and consultants in order to comply with and maintain compliance with the above laws and regulations. Mining and mill operations may be subject to other laws administered by the federal Environmental Protection Agency and other state and federal agencies.

    The uranium industry is subject not only to the worker health and safety and environmental risks associated with all mining businesses, but also to additional risks uniquely associated with uranium mining and milling. The possibility of more stringent regulations exists in the areas of worker health and safety, storage of hazardous materials, standards for heavy equipment used in mining or milling, the disposition of wastes, the decommissioning and reclamation of exploration, mining and in-situ sites, climate change and other environmental matters, each of which could have a material adverse effect on the cost or the viability of a particular project.

    The Corporation cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation, generally, is toward stricter standards, and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect Energy Fuels’ results of operations and business or may cause material changes or delays in Energy Fuels’ intended activities.

    23


    Energy Fuels’ operations may require additional analysis in the future including environmental, cultural and social impact and other related studies. Certain activities require the submission and approval of environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers, and employees. The Corporation cannot provide assurance that it will be able to obtain or maintain all necessary permits that may be required to continue operations or exploration and development of its properties or, if feasible, to commence construction or operation of mining facilities at such properties on terms that enable operations to be conducted at economically justifiable costs. If Energy Fuels is unable to obtain or maintain permits or water rights for development of its properties or otherwise fails to manage adequately future environmental issues, its operations could be materially and adversely affected.

    Energy Fuels’ inability to obtain financial surety would threaten its ability to continue in business.
    Bonding requirements to comply with federal and state environmental and remediation requirements and to secure necessary licenses and approvals will increase significantly when future development and production occurs at Energy Fuels’ sites in Colorado, Utah and Arizona. The amount of the bonding for each producing property is subject to annual review and revision by regulators. The Corporation expects that the issuer of the bonds will require Energy Fuels to provide cash collateral equal to the face amount of the bond to secure the obligation. In the event the Corporation is not able to raise, secure or generate sufficient funds necessary to satisfy these bonding requirements, it will be unable to develop its sites and bring them into production, which inability will have a material adverse impact on Energy Fuels’ business and may negatively affect its ability to continue to operate.

    Opposition to mining may disrupt business activity.
    In recent years, governmental and non-governmental agencies, individuals, communities and courts have become more vocal and active with respect to their opposition of certain mining and business activities. This opposition may take on forms such as road blockades, applications for injunctions seeking work stoppages, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages, issuances of unfavourable laws and regulations, and rulings contrary to an entity’s interest. These actions can occur in response to current activities or in respect of mines that are decades old. Opposition to Energy Fuels’ business activities are beyond the Corporation’s control. Any opposition to Energy Fuels’ business activities may cause a disruption to Energy Fuels’ business activities and may result in increased costs and this could have a material adverse effect on Energy Fuels’ business and financial condition.

    The validity of mining interests held by Energy Fuels can be uncertain and may be contested, and there can be no assurance that Energy Fuels will continue to be able to compete successfully with its competitors in acquiring such properties and assets or in attracting and retaining skilled and experienced employees.
    The validity of mining interests held by Energy Fuels can be uncertain and may be contested. Acquisition of title to mineral properties is a very detailed and time-consuming process, and Energy Fuels’ title to its properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of Energy Fuels’ licenses will need to be renewed, and on renewal the license may cover a smaller area. There is a risk that Energy Fuels may not have clear title to all its mineral property interests, or they may be subject to challenge or impugned in the future.

    24


    Although Energy Fuels has attempted to acquire satisfactory title to its properties, some risk exists that some titles, particularly title to undeveloped properties, may be defective. A successful challenge to Energy Fuels’ title to its properties could result in Energy Fuels being unable to operate on its properties as anticipated or being unable to enforce its rights with respect to its properties which could have a material and adverse effect on the Corporation.

    The Corporation competes with other mining companies and individuals for mining interests on exploration properties and the acquisition of mining assets, which may increase its cost of acquiring suitable claims, properties and assets, and the Corporation also competes with other mining companies to attract and retain key executives and employees. There can be no assurance that the Corporation will continue to be able to compete successfully with its competitors in acquiring such properties and assets or in attracting and retaining skilled and experienced employees. The mining industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labour and these shortages have caused unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules.

    Energy Fuels is subject to the risk of litigation, the causes and costs of which cannot be known.
    In addition to the litigation described in “ Litigation commenced by SMA may delay or prohibit construction of the Piñon Ridge Mill ” above, Energy Fuels is subject to litigation arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price or failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty. If Energy Fuels is unable to resolve these disputes favourably, it may have a material adverse impact on the Corporation’s financial performance, cash flow and results of operations.

    In the event of a dispute involving the foreign operations of the Corporation, the Corporation may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Corporation’s ability to enforce its rights could have an adverse effect on its future cash flows, earnings, results of operations and financial condition.

    The activities of the Corporation depend, to a substantial degree, on adequate infrastructure.
    Mining, processing, development and exploration activities depend, to a substantial degree, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs. The Corporation considers the existing infrastructure to be adequate to support its proposed operations. However, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the operations, financial condition and results of operations of the Corporation.

    The Corporation is dependent on a relatively small number of key personnel.
    The Corporation is dependent on a relatively small number of key employees, directors, officers, consultants and advisers, the loss of any of whom could have an adverse effect on its operations. Investors must be willing to rely to a significant extent on management’s judgment and decisions. The

    25


    Corporation does not have key person insurance on such individuals, which insurance would provide the Corporation with insurance proceeds in the event of their death. Without key person insurance, the Corporation may not have the financial resources to develop or maintain its business until it replaces the individual. The development of the business of the Corporation is dependent on its ability to attract and retain highly qualified management and mining personnel. The Corporation faces competition for personnel from other employers. If the Corporation is unable to attract or retain qualified personnel as required, it may not be able to adequately manage and implement its business plan.

    The other interests of management of the Corporation may conflict with the interests of the Corporation.
    The directors and officers of the Corporation may serve as directors or officers of other resource companies or have significant shareholdings in other resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interests of the Corporation. In the event that such a conflict of interest arises at a meeting of the directors of the Corporation, a director is required to disclose the conflict of interest to the board of directors and to abstain from voting on the matter.

    Future sales of the Corporation’s currently outstanding Common Shares could cause the market price of the Common Shares to decrease significantly, even if the Corporation’s business is doing well.
    Sales of a significant number Common Shares, or the perception that these sales could occur, particularly with respect to sales by affiliates, directors, executive officers or other insiders, could materially and adversely affect the market price of the Corporation’s Common Shares and impair the Corporation’s ability to raise capital through the sale of additional equity securities.

    Risk of Dilution from Further Equity Financings or Exercise of Options.
    If the Corporation raises additional funding by issuing additional equity securities, such financing may substantially dilute the interests of the Corporation’s shareholders and reduce the value of their investment. Such additional financing may result in a substantial dilution to the Corporation’s shareholders and decrease the value of the Corporation’s securities.

    Possible Need for Additional Financing.
    The Corporation may need additional financing, including through the sale of assets, royalty agreements and/or the issue and sale of equity or debt securities if various events alone or combination occur. There can be no assurance that the Corporation will be able to obtain necessary financing in a timely manner or on acceptable terms, if at all.

    3.3

    Mineral Projects

    The Whirlwind Mine, the Energy Queen Mine, the San Rafael Uranium Project and the Sage Plain Project are the four mineral properties which are currently considered material to the Corporation. The other current mineral properties of the Corporation, being the Farmer Girl Mine, Torbyn Mine and Willhunt properties are not currently considered material to the Corporation, but may become material based upon results of the ongoing exploration programs on those properties.

    Commencing in November 2008, Energy Fuels adopted a capital preservation strategy whereby it reduced its rate of spending by placing the recently permitted Whirlwind Mine as well as the Energy Queen Mine on standby. Energy Fuels has continued with pumping and water treatment, environmental and permit compliance activities, safety inspections, equipment and facilities maintenance, and security at both the Whirlwind and Energy Queen Mines.

    26


    During FY 2011, Energy Fuels added the Hollie Claims to the land position at the San Rafael Uranium Project. No further activities were conducted on this project during the year. See ITEM 6 -below for further discussion of the San Rafael Uranium Project. Activities at the Sage Plain Project included the consolidation of several contiguous claims and leases and the start of permitting activities. See ITEM 7 -below for further discussion of the Sage Plain Project.

    3.4

    Piñon Ridge Mill

    On July 18, 2007, EFRC acquired an 880 acre site approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which it intends to build the Piñon Ridge Mill. The site is large enough to accommodate a mill to meet the needs of the Corporation for at least 40 years of mill operation.

    Initial engineering studies indicate the Mill will be designed with a capacity of 500 tpd of ore throughput, with a design footprint that can be expanded to 1,000 tpd if market conditions warrant and subject to the regulatory approval process for permit modification. In addition, the mines in the local region (the Uravan Mining District) produce vanadium (V 2 O 5 ) as an associated mineral with uranium. Vanadium is a metal used primarily for alloying in high strength steels. The presence of vanadium in these deposits effectively lowers the cost of uranium extraction. At historical U 3 O 8 and V 2 O 5 grades typical for the region, this mill will be designed to produce between 1.6 million and 2.0 million pounds of U 3 O 8 (yellowcake) and 5 million to 8 million pounds of V 2 O 5 per year.

    In July of 2008, EFRC applied to Montrose County, Colorado, for its Special Use Permit, requesting that the land use designation for the 880 acre mill site be changed from “General Agricultural” to “Mineral Resource Operation Facility”. The county permitting process required Energy Fuels to work through three levels of County regulation including the West End Planning Advisory Committee, the Montrose County Planning Commission, and the Montrose County Board of County Commissioners. There were a total of six public meetings with three separate project presentations and more than 30 hours of testimony from over 300 interested parties, including residents of Montrose County, and many from outside the County. On September 30, 2009, the Special Use Permit was unanimously approved by the MCBOCC. On October 30, 2009, a complaint was filed by SMA, an environmental non-governmental organization, against the MCBOCC citing technical deficiencies in the permitting process. On February 4, 2011, Judge James Schum of the State of Colorado District Court in Montrose County denied the legal challenge by SMA. On March 18, 2011, SMA appealed the District Court’s decision to the Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals upheld the District Court’s decision. At this point, SMA has 15 days to request a rehearing on the case or alternatively, SMA can petition the Colorado Supreme Court to hear the case.

    On November 18, 2009, EFRC filed its application with the CDPHE for a Radioactive Materials License (“License”) for the Mill. On December 18, 2009, EFRC was notified by CDPHE that the License application was determined to be complete. That decision moved the application into the technical adequacy review process, which is driven by compliance with applicable regulations and based on design and findings of fact regarding environmental impacts, operations, and health and safety for the community and mill employees.

    27


    During the technical review phase of the license application review process, EFRC received four Requests for Information (“RFI”) from the CDPHE regarding technical questions on the mill license application. This is standard process and EFRC submitted its final response to the RFI’s on November 12, 2010. EFRC also conducted the two mandatory public hearings required during the technical adequacy review phase. The first meeting was held on January 21, 2010 in Nucla, Colorado and the second meeting was held on February 17, 2010 in Montrose, Colorado. CDPHE held five additional public hearings in towns located in Montrose and San Miguel counties during June 2010 and July 2010. All meetings were well attended with testimony presented by both supporters and opponents.

    On April 19, 2010, Montrose County submitted its comments to the CDPHE regarding the Environmental Report on the Mill. This action established the statutory deadline of January 17, 2011 for a decision by CDPHE on the License application. On January 5, 2011, Energy Fuels was granted conditional approval by CDPHE for the License. The conditional approval granted Energy Fuels 60 days to review the License and to decide whether to request a formal hearing on any terms and conditions of the License. Energy Fuels did not request a hearing and accordingly, the CDPHE License approval became final on March 7, 2011. The License approval was the most significant hurdle to be completed before Energy Fuels is allowed to build and operate the first conventional uranium mill to be constructed in the U.S. in 30 years.

    The remaining primary permit to be received is an air quality permit from the Colorado Air Pollution Control Division (“CAPCD”). After submittal of the Reasonably Available Control Technology Report on April 29, 2010 and the Air Dispersion Modeling Report on May 28, 2010, the air quality permit application which was determined to be complete. The decision on this permit is expected during the first calendar quarter of 2012.

    The significant terms and conditions of the License are as follows:

    Authorized Radioactive Material and Uses

    Pre-Construction

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    Financial Assurance

  •  
  • Shall comply with the financial assurance requirements of both Part 3, Sections 3.9.5, 3.9.6, and Part 18 of the Colorado Radiation Control Act, Title 25, Article 11, Colorado Revised Statutes and the State of Colorado Rules and Regulations Pertaining to Radiation Control as follows:

     

    o

    CDPHE approved financial warranty for decommissioning which shall remain in effect for the duration of the License in the amount of US$11,070,890.

    o

    A long-term care fund in the amount of US$844,400 deposited with the state treasury at license issuance.

     

    o

    A CDPHE approved decommissioning funding plan.

    o

    Annual review of the financial assurance agreement and instruments for adequacy based on annual updated cost estimates.

    On February 8, 2011, SMA filed a complaint in State District Court, City and County of Denver, Colorado, against CDPHE and named the Corporation’s wholly-owned subsidiary, EFRC, as an indispensable party whose rights are directly affected by the disposition of the case. The complaint seeks to invalidate the issuance of the License to EFRC by CDPHE and alleges that the License was issued without compliance with the substantive and procedural requirements of Colorado Radiation Control Act and the federal Atomic Energy Act, both of which are implemented by the CDPHE. The Corporation believes that this lawsuit is without merit and intends to vigorously oppose it.

    On February 23, 2011, CDPHE filed a comprehensive motion to dismiss SMA’s lawsuit. On March 10, 2011, EFRC filed its own motion to dismiss SMA’s lawsuit. On May 25, 2011, the motions by CDPHE and

    EFRC to dismiss the complaint filed by SMA against the CDPHE were denied by the District Court in the City and County of Denver. The decision by the court addressed issues of jurisdiction and standing of the plaintiffs and did not review or address any facts or substantive aspects of the complaint.

    During FY 2011, Energy Fuels expended $1,719,000 for activities related to the Mill licensing process, with costs of $1,144,000 for activities related to the License and costs of $575,000 for detailed engineering construction drawings. Since acquisition of the Mill property and inception of the Mill permitting process in July 2007, Energy Fuels has spent $13.3 million on the licensing process through the FY 2011. These expenditures are comprised of $1.4 million for property acquisition costs and $11.9 million for costs related to developing the data required for the License, including site and environmental baseline characterization data, facility design and construction engineering plans, and costs for obtaining other key permits such as the SUP from Montrose County and the air quality permits from the CAPCD.

    3.5

    Marketing

    During FY 2011, the Corporation completed multiple trips to Asia in search of strategic partnering opportunities to assist in the financing of the Piñon Ridge Mill. The Corporation also contacted eight of the largest U.S. nuclear power plant operators, representing over 70% of the nuclear generating capacity in the U.S. Meetings were held to discuss the Corporation’s plans and schedule to supply uranium, establish the Corporation as a viable bidder and thereby, get on the distribution list for future Requests for Proposal to supply uranium concentrates for the manufacture of nuclear fuel to these utilities.

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    ITEM 4 - WHIRLWIND MINE

    In November, 2008, the Whirlwind Mine was placed on standby resulting in a headcount reduction of 6 employees. During the fiscal year ended September 30, 2011, EFRC continued to perform environmental and permit compliance activities, safety inspections, equipment and facilities maintenance. The Corporation expended $754,000 on activities at the Whirlwind Mine including property holding costs and advance royalties ($497,000) and standby and permit compliance costs ($257,000).

    The Whirlwind Mine currently remains in a position to “turn-on” and begin ramping up toward full production within approximately 60-90 days of a decision to proceed. Such a decision will be based on the prevailing market conditions for uranium and vanadium and the Corporation’s ability to secure an acceptable milling agreement. In addition, the requisite financing must be available to the Corporation before it can move into production.

    Unless otherwise stated, the following description of the Whirlwind Mine is derived from the Whirlwind Technical Report. The author of the Whirlwind Technical Report is a “qualified person” and is “independent” of the Corporation within the meaning of NI 43-101.

    4.1

    Property Description and Location

    The Whirlwind Mine project is located in the Beaver Mesa District of the Uravan Mineral Belt, along the Colorado-Utah state line four miles southwest of Gateway, Colorado. The current land position consists of 216 unpatented claims, the Whirlwind, Crosswind, and Far West Wind groups, covering approximately 4,380 acres, and Utah State Mineral lease #ML-49312 for a total of about 4,700 acres. The property is held under four mining leases with 10-year to 20-year terms, which can be extended. The area was claimed at earlier times by Umetco Minerals (“Union Carbide”), Atlas Minerals, Climax Uranium, and Pioneer Uravan, as well as smaller companies including Beaver Mesa Uranium, Inc., and Rajah Ventures, Ltd.

    Permitting
    On September 10, 2008, the Whirlwind permitting process was completed with the approval by the Bureau of Land Management (“BLM”) of Energy Fuels’ Plan of Operations for the Whirlwind Mine. Construction of the mine facilities has been completed with the installation of an equipment shop, shower room, office and water treatment plant. Additionally all mine ventilation equipment and utilities are installed to the working faces and all roof bolting and ground control work is complete underground.

    4.2

    Accessibility, Climate, Local Resources, Infrastructure and Physiography

    The Whirlwind Mine portal is centrally located for the combined properties, being in the north central part of the Whirlwind claim group. It is accessed by driving 0.8 mile on Colorado Highway 141 south of the Gateway Post Office to Mesa County Road 4 4/10, the road that goes south into John Brown Canyon, then by following Road 4 4/10 for 7.4 miles to the intersection with Mesa County Road 5/10, and then proceeding north and west on Road 5/10 for 3.2 miles to the mine site. These county roads are mostly graded dirt with short graveled sections. They are not presently maintained by the county for their entire lengths during winter months. However, snowfall is usually small enough to be manageable for year-round access by a private concern. Energy Fuels made improvements to Road 5/10 during 2007 and will be responsible for winter maintenance. No permanent structures exist at the site. A fabric/metal frame shop building was erected in 2007. Phone and power lines are within a few hundred feet of the portal area; however the power lines are not energized. Energy Fuels will be using generators until the transmission line to the area is upgraded. Water needed for underground mining is anticipated to be encountered in the form of ground water during the development and extraction phases. Presently, inflow is approximately the needed amount for mining purposes. Additional water, if needed, can easily be hauled to the site.

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    Gateway, Colorado is a very small town currently undergoing a transition from agriculture to a tourist-based economy. Recently completed construction includes a grocery store, recreational store and tour center, motel, restaurant, car museum, small convention center, and employee housing for part of the facility staff. Additional resort type facilities are being built, and many more are planned by Gateway Canyons Development.

    The region is characterized by mesas cut by deep canyons. There are narrow benches on the mesa shoulders in some areas and near-vertical, 500-foot cliffs elsewhere. Elevations within the claim group range from 7,900 feet in the southwestern part to 6,800 feet near the canyon rim in the northeast part. The elevation at Gateway, Colorado, where Highway 141 crosses the Dolores River, is approximately 4,560 feet.

    The area is semi-arid. All elevations support moderate growths of juniper and piñon in rocky soils along with sage and other brush, forbs, and grasses. Where soils are rich at the higher elevations and on northern slopes, there are stands of ponderosa pine and oak brush.

    4.3

    History

    This district has seen production of radium, vanadium, and uranium ores since early in the 20 th century. Numerous underground mines on the Whirlwind property, and surrounding within one mile of the claim group perimeter, have produced in excess of 7,000,000 lbs. U 3 O 8 and nearly 24,000,000 lbs. V 2 O 5 . Production derived from fluvial sandstones, mostly in the upper part of the Salt Wash Member of the Morrison Formation of Jurassic age. The last production was in 1990, which ceased due to inadequate uranium prices.

    In addition to the older mines on the property, the Whirlwind Mine was started in 1979 by Pioneer Uravan (known then as the Urantah Mine). Pioneer stopped the project in 1981, shortly after completion of the access decline, with only minor production. Drilling by Pioneer and others, plus Energy Fuels drilling in 2007 and 2008, indicate remaining resources at the Whirlwind Mine and adjoining leases of nearly 860,400 lbs. U 3 O 8 and 2.9 million lbs. V 2 O 5 . This is contained in some 214,600 tons of material at a grade diluted to mining thickness of 0.20% U 3 O 8 and 0.68% V 2 O 5 . There aresignificant, but unquantified resources remaining in the drift ribs and pillars of several old mines within the three claim groups. The potential to substantially increase this resource is quite reasonable. In addition to the Indicated Mineral Resource, the Whirlwind Technical Report discusses the areas which contain a total Inferred Mineral Resource of 2 million lbs. U 3 O 8 and 6.47 million lbs. V 2 O 5 .

    4.4

    Geological Setting

    The Colorado Plateau covers nearly 130,000 square miles in the Four Corners region, where the state boundaries of Colorado, New Mexico, Arizona, and Utah meet. The Whirlwind and other properties currently held by Energy Fuels lie in the Canyon Lands Section in the central and east-central part of the Plateau in Utah and Colorado. The Plateau’s basement rocks are mostly Proterozoic metamorphic and igneous intrusions.

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    4.5

    Mineralization

    The uranium and vanadium bearing minerals occur as fine grained coatings on the detrital grains, they fill pore spaces between the sand grains, and they replace carbonaceous material and some detrital grains.

    The primary uranium mineral is uraninite (pitchblende) (UO2) with minor amounts of coffinite (USiO4OH). Montroseite (VOOH) is the primary vanadium mineral, along with vanadium clays and hydro mica. Traces of metallic sulfides occur. In outcrops and shallow oxidized areas of the older mines, the weathered minerals now exposed are the calcium and potassium uranyl vanadates, tyuyamunite and carnotite. The remnant deposits in the ribs and pillars of the old mines show a variety of oxidized minerals common in the Mineral Belt. These brightly-colored minerals result from the moist-air oxidation of the primary minerals. Minerals from several oxidation stages are seen in the Packrat Mine, including corvusite, rauvite, and pascoite. Exposures in the Whirlwind rarely show the colorful oxides because it was standing full of water until recently.

    Some stopes in old mines are over 1,000 feet long and several hundred feet wide. More often they are 400 feet to 600 feet long and 100 feet to 200 feet wide. The indicated resources of the Whirlwind Mine are of similar size. Individual mineralized beds vary in thickness from several inches up to 4 feet to 5 feet. Locally, two or more mineralized horizons separated by thin waste layers will make a thick mineable zone of 15 feet to 18 feet.

    4.6

    Drilling

    Much of the drilling on the Whirlwind property was performed by previous operators. Although not actually counted, it is believed that over 1,000 holes have been drilled on the Whirlwind property, and the Crosswind property has a similar number.

    Energy Fuels conducted a small drilling project in the summer of 2007 to verify some of the older drilling, explore for additional resources, and to obtain stratigraphic information for mine planning, particularly for a proposed drift to connect the Whirlwind Mine to the Packrat Mine. This project consisted of 14 holes in Colorado on the Whirlwind 2, 3, 4, and 13 claims and 14 holes in Utah on the Whirlwind 7, 7 Extension, 8, and 14 claims. The holes totaled 18,580 feet of drilling. Twenty-five of the holes penetrated the Burro Canyon, Brushy Basin, and Top and Middle rims of the Salt Wash. The other three holes, numbers WW-07-12, WW-07-13, and WW-07-14 stopped after penetrating the Top Rim sandstones of the Salt Wash, which is the host horizon of the bulk of the known resources. Cuttings were logged with particular attention to sandstone color, carbon content, and interbedded mudstone characteristics. The holes were probed using a natural gamma tool along with resistivity and spontaneous potential logs when the holes contained water. An induction tool was used in holes that were dry. All holes were also logged with a deviation tool. It is believed that previous operators also used this method, or a close variant of it. The Colorado Plateau logging tools were calibrated at the U.S. DOE test pits in Grand Junction, Colorado in May of 2007. A follow-up calibration run at the Grand Junction pits in October 2007 showed no statistical difference between calibrations.

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    In October 2008, Energy Fuels conducted a small drilling project on the Colorado and Utah portions of the Whirlwind property and a portion of the Far West lease located within the Whirlwind property permit boundary. Eleven holes, totaling 3,060 feet, were completed in the Far West lease area and served to meet the work commitment of the Far West lease, explore for resources in the Lumsden Mine area, and give stratigraphic information in the vicinity of a planned monitor well. There were three barren holes, four with mineralization from trace to 0.01%, and three with mineralization between 0.02 and 0.06% . The other hole found 2.5’ -0.12%, but this intercept was in a Brushy Basin sandstone, some 120 feet to 130 feet above the Top Rim.

    There were ten holes, totaling 6,600 feet, drilled on the Colorado portion of the Whirlwind lease. Three holes were exploring east of the Whirlwind deposit, closer to the decline. These were barren with thin Top and Middle Rim sandstones. The other seven holes were offsets in the area of a good hole drilled in 2007, WW-07-10 (1.5’ -0.53%) . Of these, three encountered ore-grade intercepts, the best being 1.5’ -0.67% in the Top Rim. Two found low-grade mineralization and the other two had a trace. Three of these holes also found the Middle Rim to be very favorable, including mineralization up to 0.03% .

    Five holes were drilled on Utah Section 16 lease. Two holes were completed by the end of October 2008, totaling 1,340 feet. A third hole was abandoned because the down-hole hammer broke, leaving metal in the hole. An offset to this and two other holes were drilled in early November (2,060 feet.) to conclude the 2008 drilling at the Whirlwind property. This third hole encountered 1.0’ -0.11% U 3 O 8 in the Top Rim along with 2.0’ -0.02% a couple feet above. Holes four and five were drilled just west of the “B” Area part of the Whirlwind property. Hole 4 had 1.5’ -0.13% U 3 O 8 and 1.5’ -0.04% U 3 O 8 in the Top Rim. The last hole drilled was barren.

    4.7

    Sampling, Analysis and Data Verification

    Energy Fuels has not conducted widespread and definitive sampling on the Whirlwind and adjoining properties. Previous underground activity, which resulted in driving the decline and short development headings, did encounter strong mineralization in one area, but this has not been available for sampling until recently due to water in the mine. However, the estimation of resources in this report has relied upon documentation from earlier operators. Energy Fuels has employed a conventional combination of channel sampling, radiometric scanning, and long-hole drilling since the completion of the rehabilitation of the Whirlwind Decline early in 2008. Exploration drilling from the surface will continue to be mostly rotary with down hole electric and radiometric logging, with an occasional core hole likely.

    4.8

    Exploration and Development

    Work has proceeded on the permitting, design, and rehabilitation of the Whirlwind Mine, including acquisition and refurbishment of mining equipment and timbering, bolting, and arch-set replacement to ready the Whirlwind decline for production. A mining permit application was prepared and submitted on July 2, 2007, to the Colorado Division of Reclamation, Mining, and Safety. A US Bureau of Land Management Plan of Operations was submitted July 5, 2007. A water discharge permit has been issued for the Whirlwind Mine and construction of a water treatment plant and settling tanks has been completed. Mine dewatering is complete and intermittent pumping currently keeps the mine workings dry. On September 10, 2008, the Whirlwind permitting process was completed with the approval by the US Bureau of Land Management of Energy Fuels’ Plan of Operations for the Whirlwind Mine. Construction of all surface facilities (clearing, top soil stockpiling, drainage control structures, etc.) necessary for mine development and production to begin has been completed.

    33


    In April 2007, Energy Fuels announced the lease of 157 uranium lode claims in two separate blocks containing about 3,200 acres adjacent to and contiguous with the initial 1,181 acre Whirlwind Mine claims leased in December of 2006. These newly acquired properties are among those identified in the first technical report relating to the Whirlwind Property filed by Energy Fuels on January 3, 2007, as having the potential to significantly expand the mineral resources in the area of the Whirlwind Mine.

    4.9

    Mineral Resources

    The Whirlwind Technical Report covering all the leased claims comprising the Whirlwind Mine property estimated an indicated mineral resource of 187,849 tons of mineralized material grading 0.29% U 3 O 8 and 0.86% V 2 O 5 containing 1.1 million lbs. of U 3 O 8 and 3.6 million lbs. of V 2 O 5 . The Whirlwind Technical Report also states that the inferred resources on the Whirlwind Mine property are 437,100 tons grading 0.23% U 3 O 8 and 0.72% V 2 O 5 containing 2.0 million lbs. of U 3 O 8 and 6.47 million lbs. of V 2 O 5 .

    ITEM 5 - ENERGY QUEEN MINE

    As with the Whirlwind Mine, on November 21, 2008, EFRC suspended all development work at the Energy Queen, beyond permitting. EFRC continued to perform all environmental and permit-related compliance activities, safety inspections, equipment and facilities maintenance, and security at the mine site. The Corporation expended $267,000 on activities at the Energy Queen Mine including property holding costs ($61,000) and standby and permit compliance costs ($206,000).

    Unless otherwise stated, the following description of the Energy Queen Mine is derived from the Energy Queen Technical Report. The author of the Energy Queen Technical Report is a “qualified person” and is “independent” of the Corporation within the meaning of NI 43-101.

    5.1

    Property Description and Location

    The Energy Queen Mine project is located near the west end of the La Sal Mineral Belt, some three miles west of the town of LaSal, Utah. It consists of private and State of Utah leases on land in sections 2, 6, 7, 36, in San Juan County, Utah. The private leases consist of 702 acres held under a surface lease from Markle Ranch Holding, LLC and a mineral lease with Superior Uranium Inc. for a 20-year term, which can be extended. The area was leased from the 1970s through 1997 by Hecla Mining Corporation in a joint venture with Umetco Minerals Corporation (Union Carbide) and its successor, International Uranium Corporation (“IUC”). It was then known as the Hecla Shaft. The State of Utah leases comprise 1,124 acres that were purchased from Uranium One Inc. in December 2010.

    Permitting
    Water discharge permits to allow initial and ongoing discharge of underground mine water were approved by the Utah Water Quality Division. The surface discharge permit has also been approved. A Mine Reclamation Plan amendment was approved by the Utah Division of Oil, Gas and Mining on September 22, 2009. This amendment allows the Corporation to install the facilities for mine production of up to 250 tpd.

    34



    5.2

    Accessibility, Climate, Local Resources, Infrastructure and Physiography

    The Energy Queen Mine shaft is located in the extreme northeast corner of the lease (NE1/4 NE1/4 sec. 6). It is accessed from Utah State Highway 46, either 5.5 miles east of U.S. Highway 191 at La Sal Junction or 3.3 miles west of the La Sal post office. The headframe of the shaft is visible for a considerable distance from any direction. The headframe is located only 500 feet south of Highway 46 and is accessed by a gravel road.

    All State and U.S. highways in this area are paved roads with weight limits of 85,000 lbs. and are maintained year round. Permanent structures existing at the site include the headframe and a metal building containing an office, shop, showers, warehouse, and the hoist. The compressor is located in a separate building. A small water treatment building and settling ponds are located on the permit portion in section 5. During earlier operations, water was treated with barium chloride to remove radium. Water encountered during mining will be in excess of the amount needed for the mining activity. Presently, inflow (once the mine is dewatered) is expected to be approximately 65 gallons per minute, based on Umetco pumping records from 1990. Phone and power lines are present; however, the power is currently deactivated. Diesel generators are being utilized during rehabilitation work.

    La Sal, Utah is a very small town, currently home to some 200 people. It has been a hub to area ranchers, uranium and copper miners, and oil drillers for many years, as well as a supply stop for recreationists. A small grocery store and post office are located on the highway. The bulk of the residential sites are within the first mile south of the highway and two miles west of the store. The State of Utah and San Juan County both have road maintenance shops here. There are two churches, a fire station, and several small businesses in the community. Larger population centers of Moab and Monticello, Utah are 22 miles north and 34 miles south, respectively, from La Sal Junction on Highway 191.

    The region is characterized by a broad shallow valley of hay fields and pasturelands at an elevation between 6,400 and 6,700 feet. The north side of the La Sal area slopes southwest, radially away from the La Sal Mountains, which attain an elevation of 11,817 feet at South Mountain, six miles to the north (even higher elevations are found farther north). The slope consists of bouldery gravels shed from the mountains, variably covered by wind-blown sandy loam. Underlying sedimentary rocks dip to the southwest, ranging from steep dips near the mountains to shallow dips near Highway 46. The shaft at the Energy Queen Mine is near to and on the south side of the axis of a northwest-trending syncline, so the underlying rocks are dipping slightly to the northeast with northeasterly dip increasing progressively southward within the lease. The near-surface gravels are thinner and finer-grained in the lease area; however, the area still is covered by thick soils. To the west and northwest, the sedimentary rocks are exposed in hills cut by small canyons due to moderate uplifting and faulting with a few hundred feet displacement related to the northwest extension of the Lisbon Valley salt-cored anticline. The surface of the lease is drained by small tributaries to West Coyote Creek, which flows westerly to Hatch Creek, thence northwesterly to Kane Spring Creek and, ultimately, to the Colorado River.

    The area is semi-arid. All elevations within 4 miles of the Energy Queen property support moderate growths of sage and rabbitbrush along with other brush, forbs, cactus, yucca, and grasses. Higher elevations contain juniper and piñon in the rocky soils to the west and southwest and scrub oak to the northeast.

    35


    The 785-foot deep shaft of the Energy Queen Mine, along with the hoist, water treatment, and other surface facilities, will be repaired as needed to access and rehabilitate the working level drifts. Energy Fuels plans to pursue acquisition of, or joint venturing, adjoining leases which could logically be produced from the shaft. Verification drilling as well as exploration drilling was completed in 2008.

    5.3

    History

    This portion of the La Sal Mineral Belt has seen production of uranium since the mid-20 th century. Numerous underground mines near outcrops in the eastern La Sal District extracted vanadium and uranium from the early 1900s. Deeper deposits of the central La Sal Trend were discovered in the 1960s and developed for production in the 1970s through vertical shafts. The district production through 1980 amounted to about 6,426,000 lbs. U 3 O 8 (0.32% U 3 O 8 ) and nearly 29,000,000 lbs. V 2 O 5 (1.46% V 2 O 5 ). Production was derived from fluvial sandstones, mostly in the upper part of the Salt Wash Member of the Morrison Formation of Jurassic age. Production in the district ceased about 1991. Recently, Denison Mines (which merged with IUC in late 2006) has been producing again from the Pandora Mine located six miles east of the Energy Queen, as well as from the Beaver Shaft located to the west of the Pandora.

    The Energy Queen Mine was started in 1979 by the Union Carbide-Hecla Joint Venture. The mine stopped production in 1983 due to inadequate uranium prices. Historic drilling by Hecla, Umetco, and others along with drilling completed by Energy Fuels suggests remaining measured resources at the Energy Queen Mine of 615,000 lbs. U3O8and 2.4 million lbs. V 2 O 5 . This is contained in roughly 96,000 tons of material at a grade of 0.32% U 3 O 8 and 1.24% V 2 O 5 . Additionally, indicated resources are projected at 600,000 lbs. U3O8and 2.5 million lbs. V 2 O 5 contained in about 85,000 tons of material.

    5.4

    Geological Setting

    The Colorado Plateau covers nearly 130,000 square miles in the Four Corners region. The Energy Queen and other properties currently held by Energy Fuels lie in the Canyon Lands Section in the central and east-central part of the Plateau in Utah and Colorado. The Plateau’s basement rocks are mostly Proterozoic metamorphics and igneous intrusions.

    5.5

    Mineralization

    The uranium and vanadium-bearing minerals occur as fine grained coatings on the detrital grains, they fill pore spaces between the sand grains, and they replace some carbonaceous material and detrital quartz and feldspar grains.

    The primary uranium mineral is uraninite (pitchblende) (UO2) with minor amounts of coffinite (USiO4OH). Montroseite (VOOH) is the primary vanadium mineral, along with vanadium clays and hydromica. Traces of metallic sulfides occur. In outcrops and shallow oxidized areas of older mines in the surrounding areas, the minerals now exposed are the calcium and potassium uranyl vanadates, tyuyamunite, and carnotite. The remnant deposits in the ribs and pillars of the old mines likely would show a variety of oxidized minerals common in the Mineral Belt. These brightly-colored minerals result from the moist-air oxidation of the primary minerals. Minerals from several oxidation stages will be seen, including corvusite, rauvite, and pascoite. The Energy Queen has been standing full of water since 1993, so no direct observations have been made of the mine openings.

    36


    Some stoping areas in the mines to the east are well over 1,000 feet long and several hundred feet wide. The Indicated Resources of the Energy Queen Mine identified through drilling are of similar size. Individual mineralized beds vary in thickness from several inches to over 6 feet. Throughout much of the Energy Queen deposit there are two horizons in the Top Rim that host the mineralization, which are located 25 feet to 40 feet apart.

    The lithology of Energy Fuels’ new drilling program correlated well with the old Union Carbide drilling.

    The grades, position, and alteration correlate well with the old holes. The old drilling provided the best guide to drill offset holes. Energy Fuels drilling discovered uranium grades comparable to past production in 10 of the 19 holes completed. This proves the accuracy of the old drilling data. The deposit is strong in lateral extent; the new drilling was done at 100 feet or greater centers. This is exceptional for Salt Wash uranium deposits.

    5.6

    Drilling

    Much of the drilling on the Energy Queen property was performed by previous operators, namely Union Carbide in 1977-1980. There have been approximately 160 holes drilled on the leased land of the Energy Queen property, and many hundreds more on adjoining property to the west, north, and east.

    Energy Fuels conducted a drilling project to verify some of the older drilling, to obtain additional stratigraphic information for mine planning, and to add more resources to the mine inventory. Twenty holes were drilled by Energy Fuels at the Energy Queen from October 2007 to January 2008, totaling 14,450 feet. The drilling was successful in meeting the objectives of verifying the resource and adding 134,614 lbs. U 3 O 8 to the Measured and 308,131 lbs. to the Indicated resources, with 10 holes containing mineralization greater than 1.0 foot of 0.10% U 3 O 8 . Cuttings were logged with particular attention to sandstone color, carbon content, and interbedded mudstone characteristics. The holes were probed using a natural gamma tool along with resistivity and spontaneous potential logs when the holes contained water. An induction tool was used in holes that were dry. All holes were also logged with a deviation tool. Even though the digitally recorded data displays estimated U 3 O 8 content, the gamma logs were interpreted and mineralization calculated using the proven AEC method (area under the curve times the k factor equals the grade times thickness (Scott et al., 1960)). It is believed that previous operators also used this method, or a close variant of it. The Colorado Plateau Logging, LLC tools were calibrated in May 2007 at the U.S. Department of Energy test pits located in Grand Junction, Colorado. A follow-up calibration run at the Grand Junction pits in October 2007 showed no statistical difference between calibrations.

    The following conclusions can be drawn by analyzing this current phase of drilling using the two cross-sections:

    37


    5.7

    Sampling, Analysis and Data Verification

    Energy Fuels has not conducted widespread and definitive sampling on the Energy Queen property. Previous underground mining activity, which resulted in development drifting and stoping of one area will not be available for sampling until the mine is dewatered and shaft rehabilitation is done. The estimation of resources in this report has relied upon documentation from earlier operators and the Energy Fuels 2007-2008 drilling program. Energy Fuels employed a conventional combination of rotary drilling, geologic logging, and downhole electric and radiometric logging during its 2007-2008 drilling program.

    5.8

    Exploration and Development

    The Energy Queen Mine has been extensively evaluated to determine the condition of the existing headframe, shaft, hoist, and other infrastructure. Bids for refurbishing the in-place facilities and cost estimates for materials and supplies have been obtained, and developed into a total cost of rehabilitating the Energy Queen Mine. Energy Queen permitting efforts to date consist of obtaining a water discharge permit, ground water monitoring, and completing transfer of the existing mine permit from Denison Mines to Energy Fuels. Energy Fuels has applied for amendments to the permit to better facilitate ore storage and construction of the water treatment plant. Rehabilitation efforts at Energy Queen will commence upon a recovery in the market price for uranium.

    5.9

    Mineral Resources

    The Energy Queen Technical Report estimates the following mineral resources:

    Category
    Mass
    (tons)
    Grade (1) Contained Material
    %U 3 O 8 %V 2 O 5 lbs. U 3 O 8 lbs. V 2 O 5
    Measured 136,870 0.29 1.26 789,960 3,446,690
    Indicated 86,820 0.35 1.49 605,925 2,582,950
    Inferred 67,780 0.27 1.33 366,250 1,804,460

    (1)

    The measured mineral resource grade has been diluted to a mining thickness of 3.0 feet, and the indicated mineral resource has been diluted to a mining thickness of 4.0 feet.

    38



    ITEM 6 - SAN RAFAEL URANIUM PROJECT

    Unless otherwise stated, the following summary of the San Rafael Uranium Project is derived from the San Rafael Technical Report. The author of the San Rafael Uranium Technical Report is a “qualified person” and is “independent” of the Corporation within the meaning of NI 43-101. The San Rafael Technical Report is available at www.sedar.com under the Corporation’s profile and is incorporated by reference (see “Documents Incorporated by Reference” above).

    6.1

    Technical Report Summary

    The San Rafael Uranium Project, located in east-central Emery County, Utah, is owned by the Corporation through its subsidiaries Magnum USA and EFRC. The San Rafael Uranium Project land position is comprised of a contiguous claim block covered by 171 BM unpatented federal lode mining claims, 10 Hollie unpatented federal lode mining claims, and the State Section 36 Mineral Lease area.

    Magnum USA’s interest in the San Rafael Uranium Project was obtained on November 19, 2006, via a joint venture (“JV”) agreement with Energy Metals Corporation (“EMC”), the underlying property owner. Magnum USA spent in excess of US$1,000,000 in work-related expenses and issued 850,000 treasury shares, thereby meeting all the requirements to complete an 80% earn-in. Subsequently, Magnum USA’s interest increased to 100%, with EMC’s interest diluted to a non-participatory 2% Net Smelter Royalty (NSR). After the signing of the Magnum USA/EMC JV agreement, EMC was acquired by Uranium One. EFI became the owner of Magnum USA as a result of a merger in June 2009 whereby Magnum USA became a wholly-owned subsidiary of EFI.

    The two core uranium deposits of the San Rafael Project, the Down Yonder and Deep Gold were originally discovered by Continental Oil Company (“Conoco”) and Pioneer Uravan geologists in the late 1960s and 1970s to early 1980s, respectively. Exploration drilling was conducted just east of the core of the Tidwell Mineral Belt and north-northeast of the Acerson Mineral Belt. The area containing the deposits was considered to contain highly prospective paleo trunk stream channel trends. Some of the larger historic producing mines in the area were Atlas Minerals’ Snow, Probe, and Lucky Mines. The deposits in the San Rafael Project are peneconcordant, channel-controlled, sandstone-hosted, trend type, with mineralization hosted in the upper sandstone sequence of the Salt Wash Member of the Upper Jurassic Morrison Formation.

    In addition to Conoco, Pioneer Uravan, and Atlas Minerals, the US Atomic Energy Commission and other companies (Union Carbide, Energy Fuels Nuclear, and others) conducted exploration drilling and mining in the area. Some of these companies performed historic resource estimates on both the Down Yonder and Deep Gold deposits, but, they are not considered compliant with NI 43-101 standards. These resource estimates are of historical importance, were generated by senior mining companies with significant uranium exploration and production experience and are considered as relevant checks to the San Rafael Technical Report.

    The San Rafael Technical Report updates information set out in two technical reports previously filed by Magnum USA. Those reports are “Down Yonder Uranium Project Emery County, Utah USA” prepared by Laurence E. Pancoast, Reg. Prof. Geol. #790, State of Idaho, dated March 3, 2008 and “Amended Technical Report on Magnum Uranium Corp.’s Deep Gold Uranium Deposit Emery County, Utah” prepared by Steve R. Sturm, CPG #08776, dated May 21, 2009. The San Rafael Technical Report combines the descriptions of the two deposits in the previous reports and includes discussions of all other known mineralized areas within the San Rafael Project area. Subsequent to the May 2009 Technical Report on the Deep Gold deposit, Energy Fuels purchased the Hollie claims from Titan Uranium (January, 2011), giving Energy Fuels the rights to 100% of the Deep Gold deposit.

    39


    Approximately 450,000 feet of historic drilling, conventional and core, from about 450 holes, was conducted in the areas of the Deep Gold and Down Yonder deposits. Depth to mineralization at the Deep Gold in Section 23 averages 800 feet, with hole depths averaging approximately 1,000 feet. The depth to mineralization at the Down Yonder in Section 36 averages 970 feet, with hole depths averaging approximately 800 feet in Section 35 and about 1,100 feet in Section 36. Magnum purchased and otherwise acquired most of the available historic exploration data produced by the previous operators. A 100 hole, 100,000 foot drilling program is warranted to discover and define additional uranium resources. Total cost for this work would be $US 1.3 million to $US 1.5 million, based on an all-inclusive cost of $US 15/foot.

    The Tidwell Mineral Belt and the San Rafael Uranium District have been the sites of considerable historic exploration drilling and production, with over 4 million pounds of uranium and 5.4 million pounds of vanadium produced. Production from the Snow, immediately up dip of the Deep Gold deposit, which produced for nine years, starting in March 1973 and ending in January, 1982 consisted of 650,292 pounds of U 3 O 8 contained in 173,330 tons of material at an average grade of 0.188% U 3 O 8 ,

    Although historic mining in the Tidwell Mineral Belt and at Atlas’s Snow, Lucky, and Probe Mines, immediately adjacent to Energy Fuels’ land position boundary has been by conventional underground methods, the possibility exists that In-situ Leaching (ISL) techniques for extraction of sandstone-hosted uranium at Energy Fuels’ Deep Gold and Down Yonder deposits may be feasible. To this end, preliminary data collection and hydrologic evaluation to study the viability of ISL has been recommended.

    For purposes of the Technical Report, no economic evaluation of the mineral resources was performed. Thus, the following estimate is solely a Mineral Resource. The combined Indicated Mineral Resource for the entire San Rafael Project comprises a resource of 758,000 tons @ 0.225% U 3 O 8 containing 3,404,600

    lbs. U 3 O 8 and an Inferred Mineral Resource of 453,800 tons @ 0.205% U 3 O 8 containing 1,859,600 lbs. U 3 O 8 . Using the historic District average recovered U 3 O 8 : V 2 O 5 ratio of 1:1.35, this same tonnage could yield Indicated Mineral Resources of approximately 4,596,000 pounds V2O5at an average grade of 0.30% V 2 O 5 . The same Inferred Mineral Resource tonnage could yield approximately 2,510,000 pounds V 2 O 5 at an average grade of 0.28% V 2 O 5 .

    ITEM 7 - SAGE PLAIN PROJECT

    In FY 2011, EFRC along with Lynx-Royal, its CPP joint venture partner, acquired several close-spaced and contiguous leases and mining claims in the area of south eastern Utah-south western Colorado known as the Sage Plain. These leases and claims are located in the southern end of the Uravan Mineral Belt containing historic resources of sandstone-hosted uranium-vanadium deposits. The Sage Plain Project contains two historic producing mines and EFRC has now assembled sufficient contiguous historical resource acreage to begin the process of obtaining a permit from Utah’s Department of Oil, Gas, and Minerals to begin developing a mine.

    Unless otherwise stated, the following description of the Sage Plain Project is derived from the Sage Plain Project Technical Report. The author of the Sage Plain Project Technical Report is a “qualified person” within the meaning of NI 43-101. The author is “independent” of the Corporation within the meaning of NI 43-101. The Sage Plain Project Technical Report is available at www.sedar.com under EFI’s profile and is incorporated by reference (see “Documents Incorporated by Reference” above).

    40



    7.1

    Technical Report Summary

    CPP’s Sage Plain Project is located near the southwest end of the Uravan Mineral Belt. The property lies about 14-19 miles northeast of Monticello, Utah. It consists of three private mineral leases, four Utah State Land mineral leases, and 94 unpatented mining claims on land administered by the U.S. Bureau of Land Management (BLM). There are two historic uranium-vanadium mines within the project area, the Calliham Mine, which accesses the three private leases, and the Sage Mine, which produced from the unpatented claims. The combined 5,635 acres of the property is comprised of approximately 1,680 acres of fee land, about 2,013 acres of Utah State School and Institutional Trust Lands Administration (“SITLA”) land and approximately 1,942 acres of BLM land covered by the unpatented claims in San Juan County, Utah and San Miguel County, Colorado.

    Most of the project (the private and state leases, plus 44 of the claims) is in San Juan County, Utah and the other 50 claims are in San Miguel County, Colorado. All of the property, except one private lease, is held by CPP. CPP is a 50:50 joint venture between EFRC and Lynx-Royal. EFRC is a Colorado based subsidiary of Energy Fuels Inc. and Lynx-Royal is a joint venture between Lynx and Royal USA, Inc. Royal USA is a subsidiary of Aldershot Resources Ltd. The other private lease is held solely by EFRC.

    The two historic mines have been idle for about 20 years. Both mines were operated in the 1970s to early 1980s by Atlas Minerals. The Calliham Mine was acquired by Umetco Minerals in 1988 and operated briefly in 1990-1991. Both mines ceased production due to depressed uranium and vanadium prices, not because they were depleted.

    The various parcels of the project were acquired in stages. EFRC was successful bidder on two SITLA mineral leases in 2007. A third lease was awarded to EFRC in March 2011. These were subsequently assigned to CPP. CPP purchased 94 claims and another SITLA lease from Uranium One in November 2010. EFRC purchased the lease on the private Calliham parcel in February 2011 from Nuvemco, LLC and the Crain lease in July 2011 from Uranium Energy Corporation. Both of these leases have been assigned to CPP. The final acquisition in the project area, the Skidmore lease covering land owned by J.H. Ranch, Inc., was acquired in October 2011 from a private group that had an option to lease with J.H. Ranch. Lynx-Royal declined to participate in this acquisition. This parcel is an indispensable part of the Project, but EFRC will retain a 100% interest unless Lynx-Royal chooses to buy-in at a later date.

    The Sage Plain District, also referred to as the Egnar District or Summit Point District, is a portion of the greater Slick Rock District. It is the southwest continuation into Utah of the Uravan Mineral Belt. Here, the host sandstones of the Salt Wash Member of the Jurassic-aged Morrison Formation are not exposed. They are covered by Cretaceous-aged sediments or the upper Morrison Formation’s Brushy Basin Member. Therefore, discovery of economic deposits here lagged many years behind the production from the same host rocks elsewhere in the Slick Rock District a few miles to the northeast in Colorado. At Slick Rock, mining and milling of radium-uranium-vanadium ores has occurred since 1901. This part of  the Uravan Mineral Belt has a significantly higher ratio of U 3 O 8 :V 2 O 5 in the ore than the deposits farther north.

    41


    Historic drilling from the surface by previous operators (including Hecla, Atlas, Truchas, Pioneer Uravan, and Umetco), long-hole drilling within the underground mines, and verification and fill-in exploration drilling in 2011 by CPP suggest remaining Measured and Indicated Mineral Resources at the Sage Plain Project of approximately 2,833,795 lbs. U 3 O 8 and 17,829,289 lbs. V 2 O 5 . This is contained in roughly 642,971 tons of material at an in-place grade of 0.220% U 3 O 8 and 1.39% V 2 O 5 . Additionally, Inferred Mineral Resources are estimated at 49,136 tons with an in-place grade of 0.184%U 3 O 8 and 1.89% V 2 O 5 (181,275 lbs. U 3 O 8 and 1,854,034 lbs. V 2 O 5 ). This resource estimate for the Sage Plain Project is divided into the particular leases and claims for reporting in this Technical Report. The resources of the Calliham, Crain, and Skidmore leases are accessible through the Calliham Mine. The Sage Mine will be used to access the resources on the Sage claims. Mineral resources on the other claims and those on the Utah State Land leases will likely require new mine entries to be exploited.

    The ownership interest of the two partners in CPP is shown in the first column of Table. The EFR portion of the combined Measured and Indicated Mineral Resources listed above is 439,093 tons containing 1,975,704 lbs. U 3 O 8 (0.225% U 3 O 8 ) and 12,224,227 lbs. V 2 O 5 (1.39% V 2 O 5 ). The Lynx-Royal portion is 203,879 tons containing 858,092 lbs. U 3 O 8 (0.21% U 3 O 8 ) and 5,605,062 lbs. V 2 O 5 (1.38% V2O5). The Inferred Mineral Resources are split 50:50 between the partners since there are no Inferred Mineral Resources on the Skidmore parcel. Each partners’ share of the Inferred Mineral Resource is 24,568 tons containing 90,638 lbs. U 3 O 8 (0.184% U 3 O 8 ) and 927,017 lbs. V 2 O 5 (1.89% V 2 O 5 ).

    Table – Summary of Measured, Indicated, and Inferred Mineral Resources for the Sage Plain Project; rounded.


    Resource
    Type

    Measured
    Mineral
    Resources
    (grade and
    tons)
    Measured
    Mineral
    Resources
    (lbs.)
    Indicated
    Mineral
    Resources
    (grade and
    tons)
    Indicated
    Mineral
    Resources
    (lbs.)
    Inferred
    Mineral
    Resources
    (grade and
    tons)
    Inferred
    Mineral
    Resources
    (lbs.)
    Calliham
    Lease 50/50
    EFRC/Royal
    0.201% U 3 O 8
    1.26% V 2 O 5
    224,998 tons
    905,410 U 3 O 8
    5,665,534
    V 2 O 5
    0.153% U 3 O 8
    0.96% V 2 O 5
    9,660 tons
    29,556 U 3 O 8
    184,726 V 2 O 5
    0.140% U 3 O 8
    0.88% V 2 O 5
    1,533 tons
    4,292 U 3 O 8
    26,825 V 2 O 5
    Skidmore
    Lease 100%
    EFRC
    0.237% U 3 O 8
    1.40% V 2 O 5
    228,222 tons
    1,083,398
    U 3 O 8
    6,405,329
    V 2 O 5
    0.245%U 3 O 8
    1.53% V 2 O 5
    6,992 tons
    34,214 U 3 O 8
    213,836 V 2 O 5







    Crain Lease
    50/50
    EFRC/Royal
    0.171% U 3 O 8
    1.07% V 2 O 5
    63,408 tons
    216,740 U 3 O 8
    1,354,624
    V 2 O 5
    0.541%U 3 O 8
    3.38% V 2 O 5
    9,688 tons
    104,835 U 3 O 8
    655,216 V 2 O 5
    0.433% U 3 O 8
    2.71% V 2 O 5
    6,322 tons
    54,718 U 3 O 8
    341,986
    V 2 O 5
    Sage Claims
    50/50
    EFRC/Royal
    0.228% U 3 O 8
    1.67% V 2 O 5
    98,992 tons
    451,410 U 3 O 8
    3,298,574
    V 2 O 5
    0.407%U 3 O 8
    2.54% V 2 O 5
    1,011 tons
    8,232 U 3 O 8
    51,450 V 2 O 5

    0.148% U 3 O 8
    1.80% V 2 O 5
    41,281tons
    122,265
    U 3 O 8
    1,485,223
    V 2 O 5
    TOTALS


    0.216% U 3 O 8
    1.36% V 2 O 5
    615,620 tons
    2,656,958
    U 3 O 8
    16,724,061
    V 2 O 5
    0.323% U 3 O 8
    2.02% V 2 O 5
    27,351 tons
    176,837 U 3 O 8
    1,105,228
    V 2 O 5
    0.184% U 3 O 8
    1.89% V 2 O 5
    49,136 tons
    181,275
    U 3 O 8
    1,854,034
    V 2 O 5

    42



    Notes:

     

    1)

    Grades and tonnages shown as undiluted amounts .

    2)

    Vanadium grades are based on assays where known, otherwise estimated at the average V 2 O 5 :U 3 O 8 ratios for the individual properties used by previous operators based on past production.


    ITEM 8 - NON-MATERIAL MINERAL PROJECTS

    The Corporation holds mineral properties in the Western U.S. and in Saskatchewan as follows:

    Mineral Properties   Claims     Approximate Acres  
    Colorado Plateau (1)   854     30,918  
    Arizona Strip   170     3,400  
    Other U.S.   18     1,500  
    Canada   23     33,504  
    Total Mineral Properties   1,065     69,322  

    (1) Includes Whirlwind Mine, Energy Queen Mine, San Rafael Project and Sage Plain Project properties discussed above.

    The Colorado Plateau
    As noted, the Corporation’s strategic plan is to become a fully integrated U.S. uranium and vanadium producer, primarily from properties located on the Colorado Plateau in the States of Colorado, Utah and Arizona. Mineral properties in Colorado are located primarily within the Uravan Mineral Belt. The Corporation’s Utah mineral properties are located in the La Sal Creek District, the Moab District and the San Rafael District. In the State of Arizona, the exploration activities are conducted by the Arizona Strip Partners LLC (“ASP”), a joint venture with Royal USA Inc. (“Royal”), formed in June 2008. ASP’s mineral properties are comprised solely of claims located on property north and south of the Grand Canyon.

    In November 2010 the CPP acquired 94 contiguous mining claims (1,942 acres) in the Sage Plain area of Utah and Colorado at the south end of the Uravan Mineral Belt, along with a Utah State Mineral Lease on two nearby properties (733 acres). All of these properties were acquired from Uranium One. They are located in close proximity to two other Utah State leases already owned by Colorado Plateau Partners Joint Venture (“CPP”) and are about 70 highway miles from Energy Fuels’ proposed Piñon Ridge Mill. The properties were acquired for a nominal cash payment and overriding royalties. EFRC is a 50% partner in CPP.

    On January 12, 2011, the Corporation signed a purchase agreement with Titan Uranium, Inc whereby the Corporation will issue 1,046,067 of the Corporation’s common shares valued at $1.2 million USD to purchase the rights for ten Hollie claims, located in Emery County, Utah. The Hollie Claims, located about 120 miles from the site of Energy Fuels’ proposed Piñon Ridge Mill, are surrounded by claims in the San Rafael uranium district acquired by the Corporation from Magnum Uranium in the merger completed June 30, 2009.

    On February 10, 2011, the Corporation acquired, through EFRC, a mining lease for a property known as the Calliham Mine from Nuvemco, LLC. The purchase price for the mining lease was satisfied by the issuance of 1,064,895 Common Shares. The Calliham Mine property covers approximately 320 acres in San Juan County, Utah. The property borders the 94 contiguous mining claims (1,942 acres) and a 733 acre Utah State Mineral Lease recently acquired by the Colorado Plateau Partners Joint Venture (“CPP”) in the Sage Plain area of Utah and Colorado at the south end of the Uravan Mineral Belt. CPP is a joint venture between EFRC and Royal. The block of properties are about 70 highway miles from the proposed Piñon Ridge Mill. Under the terms of the CPP joint venture agreement, participation in the Calliham Mine property will be offered to Royal. At Royal’s option, the property may be assigned to CPP, with Royal paying to EFRC one-half of the cost of the property.

    43


    On July 27, 2011, the Corporation acquired, through EFRC, a mining lease for a property known as the Crain Property from UEC Resources LLC. The cash purchase price for the mining lease was $500,000. The Crain Property covers approximately 640 acres in San Juan County, Utah. The property borders the 94 contiguous mining claims (1,942 acres) and a 733 acre Utah State Mineral Lease recently acquired by CPP in the Sage Plain area of Utah and Colorado at the south end of the Uravan Mineral Belt. The block of properties are about 70 highway miles from the proposed Piñon Ridge Mill. Under the terms of the CPP joint venture agreement, participation in the Crain Property was offered to Royal. Royal agreed to the contribution. As a result, Royal paid EFRC $250,000 and each partner will record a $250,000 credit to its capital account.

    During FY 2011, EFRC’s net investment in its Colorado mineral properties totalled $1.2 million. Net investment in the Utah properties totalled $1.6 million, for a total net investment of $2.8 million in the Colorado Plateau properties. Net investment includes property holding costs, advance royalties, mine development costs, drilling and other exploration activities, less property write-downs for abandoned claims. Exploration activities conducted by ASP, funded entirely by Royal as their earn-in credit, was $0.46 million. The following discussion describes the activities conducted:

    The Arizona Strip
    On November 15, 2006, the Corporation entered into a joint venture agreement with High Plains Uranium, Inc., to explore 192 unpatented mining claims in Coconino and Mohave Counties, Arizona. The Corporation’s initial interest in the JV is 50%, which can be increased to 80% as a result of certain events and expenditures by the Corporation.

    In March 2008, the drilling program on the Weap Project recommenced and concluded with the completion of three new holes totalling 3,543 feet, and the deepening of one hole by 140 feet. None of these four holes intersected uranium mineralization. The Corporation holds a total of 24 separate claim blocks on the Arizona Strip. During 2008 detailed geological mapping on 24 claim blocks was completed.

    On June 30, 2008 the Corporation along with Royal USA Inc. completed the formation of the Arizona Strip Partners LLC, a joint venture company created to explore uranium properties on the Arizona Strip located in Northern Arizona. The Corporation’s interest in the JV is 50%, subject to adjustments based on future expenditures. Energy Fuels contributed the Arizona acreage currently controlled by the Corporation and the 192 unpatented claims initially held under the High Plains JV. Energy Fuels is the manager of this joint venture and the operator of the exploration programs and any mines developed by the joint venture. As a result of the agreed-to-value of the assigned 192 claims initially held under the High Plains JV and subsequently transferred to the Arizona Strip Partners LLC, the Corporation, in fiscal 2008, wrote off $1,184,842 related to its interest in the High Plains claims.

    In November 2008, 19 of the 24 claim blocks were flown by Geotech Ltd. to conduct geophysical surveys in order to identify anomalous signatures that typically indicate the presence of possible breccia pipes.

    44


    Interpretation of this geophysical survey data, in conjunction with the detailed geological mapping of the claim blocks, were used to prioritize the claim blocks for further exploration.

    In February 2009, the final processing of the filtered data and the producing of maps was completed. During the second quarter of calendar 2009 further interpretation was undertaken to identify geophysical signatures indicating the possible presence of a breccia pipe.

    In March 2009, the Corporation resolved the issue with High Plains in which 22 of the original 192 claims were discovered to be null and void as the BLM didn’t retain the mineral rights to these properties. Negotiations were conducted with Uranium One to resolve the issue of these null and void claims being contributed to the JV. The result of that negotiation was a reduction in the annual minimum expenditure requirement to $188k from $250k, and a reduction in the total expenditures to earn an 80% interest in the JV to $4.50 million from $6.00 million.

    During FY 2010, ASP’s activities were primarily related to processing and modeling interpretation of the data collected from the helicopter-borne Versatile Time Domain Electromagnetic geophysical survey taken in 2008 and 2009 and expenditures for 3D seismic surveys. These expenditures were funded by Royal for their earn-in credit as required by the joint venture agreement. In June 2010, the partners of ASP approved the FY 2011 (July 2010 – June 2011) budget with expenditures totalling $690,000. The expenditures are primarily for 3D seismic surveys and funding for four drill holes on targets sited from the results of the seismic surveys.

    During FY 2011, ASP’s activities were primarily related to completing two drill holes on the Pocket 2 claims in northern Arizona, which clearly confirmed the presence of a very large breccia pipe structure. Neither hole intersected the pipe throat where uranium mineralization is most likely to occur. However, the results did confirm the successful application of two geophysical exploration techniques (the Helicopter-borne Time Domain Electromagnetic Geophysical Survey with a VTEM-M system and the 3-D Seismic Survey) to locate breccia pipe targets in the Arizona Strip.

    In June 2011, the partners of ASP approved the FY 2012 (July 2011 – June 2012) budget with expenditures totalling $580,000. The expenditures are primarily for Time Domain ElectroMagnetic surveys and funding for four (4) drill holes on targets sited from the results of the seismic surveys. The funding for the FY 2012 budget will be provided by Royal for earn-in credit.

    Cash expenditures for the ASP during the Corporation’s fiscal year ended September 30, 2011 were $462,000. These expenditures were primarily for drilling activities on the last of four holes drilled pursuant to the FY 2011 budget. These expenditures were funded by Royal for their earn-in credit as required by the joint venture agreement. At September 30, 2011, Royal had funded US$1.53 million of their US$1.9 million earn-in obligation.

    Other Properties

    Wyoming - 35-75 Property
    Magnum Uranium acquired a 1,080 acre land package located in Converse County, Wyoming via a combination of staking and leasing. The property is comprised of 26 federal lode mining claims and two private leases. During 2006, Magnum Uranium purchased geological data on the 35-75 property for US $200k. In November 2007, Magnum Uranium announced a large and statistically significant radon anomaly on its 35-75 property. The alpha track radon survey discovered an anomaly which is approximately 2,500 feet long and 2,000 feet wide covering an area of 87 acres.

    45


    This property is immediately adjacent to Cameco Corporation’s Smith Ranch ISR operation. During FY 2010 the Corporation conducted discussions with several parties regarding the sale of the property, however, the Corporation did not receive any offers for the property and, accordingly, wrote off $404,000 in acquisition and deferred costs associated with this property.

    Burnt Pond, Newfoundland
    Energy Fuels holds a 100% interest in the Newfoundland property known as Burnt Pond which is prospective for both zinc and copper, consisting of 20 mining claims totalling 725 hectares. The property is located approximately 38 kilometers east of Buchans and approximately 55 kilometers west of Grand Falls in the Tally Pond Belt of volcanic and sedimentary rocks of central Newfoundland. In April 2008, the Burnt Pond mining claims were transferred to Energy Fuels Exploration, Inc. a 100%-owned subsidiary of Energy Fuels Inc.

    In August 2008, Energy Fuels personnel reviewed core data samples held by the Canadian Government and were granted permission to access raw data from a forthcoming survey to be completed by adjacent property holders. Following the review and interpretation of such data, the Corporation explored the possibility of optioning the property to another mining company for further exploration. There is no expenditure commitment on this property. The annual cost to maintain this property is approximately $600.

    Due to uncertainty regarding the ability to sell the property or enter into a joint venture with another mining company operating in the same area, the Corporation chose to write-off all costs incurred to date in the amount of $0.68 million.

    Athabasca Basin, Saskatchewan
    In January 2006, Magnum Uranium completed the acquisition of a 100% interest in 416,000 acres in Saskatchewan, Canada. Since that time, the property position has been reduced to less than 50,000 acres. The Athabasca Basin is host to the largest uranium deposits in the world. Since 1968, 18 deposits totalling over 1.4 billion lbs. of uranium have been found in the Athabasca Basin, and Canada currently accounts for 32% of the world’s uranium supply, almost all of it from this region. The property acquired by Magnum Uranium has an estimated maximum depth to the Basin floor at the western edge of 600 meters.

    In May 2007, Magnum Uranium entered into a Joint Venture Agreement with Triex Minerals Corporation (“Triex”) providing Triex with the right to acquire up to a 70% interest in a portion of the Athabasca claim position known as the Stony Road. As of April 30, 2009, Triex had incurred exploration expenditures of approximately $2.00 million earning its first option and a 60% interest in the property. At that point, Triex notified Magnum Uranium that it did not intend to exercise its second option for an additional 10% interest and accordingly, a 60/40 joint venture will go forward with Triex as operator.

    In March 2009, Triex completed drilling on a high priority target identified by programs conducted by Magnum Uranium during the years 2007 to 2008. The results reported by Triex from the drilling did not yield results that encouraged continued investment in the Stony Road property, therefore Triex wrote off their costs invested in Stony Road in the amount of $2.07 million at the end of their fiscal year ended July 31, 2009.

    46


    As a result of the Triex write-off and the fact that the Corporation’s Athabasca Basin properties fall outside its core area of interest, the Corporation elected to write-off all costs associated with the Athabasca Basin properties, which totalled $2.85 million.

    ITEM 9 - DIVIDENDS

    The Corporation has not paid dividends in the past and it does not expect to have the ability to pay dividends in the near future. If the Corporation generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Corporation will determine if and when dividends will be declared and paid in the future based on the Corporation’s financial position at the relevant time.

    ITEM 10 - DESCRIPTION OF CAPITAL STRUCTURE

    10.1

    General Description of Capital Structure

    The authorized capital of the Corporation consists of an unlimited number of Common Shares, an unlimited number of Preferred Shares issuable in series, and an unlimited number Series A Preferred Shares.

    The holders of Common Shares are entitled to vote, to receive dividends and to receive, subject to the right of holders of any other class of shares, the remaining property of the Corporation upon liquidation, dissolution or winding up of the Corporation. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the board of directors of the Corporation approving their issuance, subject to the Corporation’s Articles of Incorporation. The Series A Preferred Shares are non-redeemable, non-callable, non-voting and do not have a right to dividends.

    As of December 15, 2011, there were 123,999,665 Common Shares issued and outstanding.

    In addition, (i) 6,620,300 Common Shares are issuable pursuant to currently outstanding stock options granted pursuant to the Corporation’s Stock Option Plan and in connection with the acquisition of Magnum, which options are exercisable at prices ranging from $0.16 to $2.25, (ii) 11,500,000 Common Shares are issuable pursuant to currently outstanding warrants, which warrants are exercisable at $0.65 per share until March 15, 2015, and (iii) 1,610,000 Common Shares are issuable pursuant to agents’ compensation warrants, which compensation warrants are exercisable at $0.50 per share until September 30, 2012.

    10.2

    Rights Plan

    A shareholder rights plan (the “Rights Plan”) was approved by the Board of Directors on February 3, 2009 and adopted by the shareholders of the Corporation on March 19, 2009.

    The Rights Plan has an initial term of three years. The provisions of the Rights Plan are set out in an agreement dated as of February 2, 2009 between the Corporation and CIBC Mellon Trust Company, as Rights Agent, as previously filed by the Corporation. The Rights Plan will expire at the next annual meeting of shareholders of the Corporation, unless a renewal of the Rights Plan is approved by shareholders of the Corporation. The Board of Directors of the Corporation intends to request that shareholders of the Corporation approve the renewal of the Rights Plan at the next annual meeting.

    47


    The Rights Plan is designed to ensure the fair treatment of shareholders in connection with any take-over bid for Common Shares of the Corporation. The Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board with more time to fully consider an unsolicited take-over bid and, if applicable, to explore other alternatives to maximize shareholder value.

    ITEM 11 - MARKET FOR SECURITIES

    The Common Shares in the capital of the Corporation are listed for trading on the Toronto Stock Exchange under the symbol “EFR”. Prior to March 19, 2007, the Common Shares were listed and traded on the TSX Venture Exchange.

    The table below sets out the low and high prices for the securities of the Corporation on the TSX for the calendar months commencing October 1, 2010 and ending September 30, 2011 along with the volume of common shares traded for the months indicated:


    Month

    Low ($)

    High ($)
    Volume Traded
    (Daily Average)
    October 2010 $0.315 $0.68 548,840
    November 2010 $0.55 $0.75 348,703
    December 2010 $0.61 $0.95 430,731
    January 2011 $0.81 $1.45 1,140,453
    February 2011 $1.11 $1.59 867,418
    March 2011 $0.415 $1.14 2,346,760
    April 2011 $0.44 $0.60 503,654
    May 2011 $0.365 $0.485 240,876
    June 2011 $0.315 $0.42 177,510
    July 2011 $0.36 $0.435 200,464
    August 2011 $0.285 $0.385 162,642
    September 2011 $0.22 $0.33 117,687
    October 2011 $0.20 $0.465 193,446
    November 2011 $0.295 $0.415 91,945

    ITEM 12 - DIRECTORS AND OFFICERS

    12.1

    Name, Occupation and Security Holding

    The following table sets forth the name and municipality of residence, the office (if any) held with the Corporation, the Common Shares of the Corporation beneficially owned or controlled, directly or indirectly, for each of the officers and directors of the Corporation:

    48





    Name and
    Municipality of Residence



    Office Held


    Director
    Since (1)
    Number of Common Shares
    Beneficially Owned or Over
    Which Control or
    Direction is Exercised (2)
    J. Birks Bovaird
    Ontario, Canada
    Chairman and Director
    2006
    103,500
    Robert J. Leinster (3)
    Ontario, Canada
    Director
    2006
    7,988
    Bruce D. Hansen (3) (4)
    Colorado, USA
    Director
    2007
    130,000
    Douglas McIntosh (4)
    Colorado, USA
    Director
    2007
    Nil
    Paul A. Carroll (3)
    Ontario, Canada
    Director
    2010
    100,000
    Mark E. Goodman (3) (4)
    Ontario, Canada
    Director
    2010
    Nil
    Stephen P. Antony
    Colorado, USA
    President, CEO and Director
    2009
    201,100
    Jeffrey L. Vigil
    Colorado, USA
    Chief Financial Officer
    N/A
    Nil
    Gary R. Steele
    Colorado, USA
    Corporate Secretary, VP –
    Corporate Marketing
    N/A
    130,000

    Notes:
    (1)

    Directors are elected annually and hold office until a successor is elected at a subsequent annual meeting of the Corporation, unless a director’s office is earlier vacated in accordance with the by-laws of the Corporation.

    (2)

    The information as to shares beneficially owned or over which they exercise control or direction not being within the knowledge of the Corporation has been furnished by the respective nominees individually.

    (3)

    Member of Audit Committee.

    (4)

    Member of the Governance, Compensation and Nominating Committee.

    J. Birks Bovaird , is the Chairman of the Corporation. He has been involved in the financial services industry since the early 1970’s and for a majority of his career has been involved with providing financial advisory consulting. He also is the Chief Executive Officer of Richmond Minerals Inc. a Canadian mining exploration company focused on certain properties in the Provinces of Quebec and Ontario. Additionally he sits on several boards of mining exploration and development companies. He was previously the Vice President of Corporate Finance providing financial advisory services for the clients of one of Canada’s major accounting firms.

    Robert J. Leinster , is a Chartered Accountant, his entire career having been engaged in public practice with an international accounting firm until his retirement. His preferred areas of professional practice is in the areas of corporate valuations, mergers and acquisitions which include experience in valuations of private and public companies including appearing as a professional witness in corporate litigation cases. Prior to specializing in these areas he practiced as an assurance engagement partner and served in administrative positions as both Toronto and eastern regional managing partner including serving on national executive committees. Presently Mr. Leinster is Chairman of the Board and Chair of the Audit Committee of Cenit Corporation a Canadian holding listed on the TSX Venture Exchange and a director and Chairman of the Audit Committee of Energy Fuels Inc., a listed company on the TSX exchange.

    49


    Bruce D. Hansen , is currently the Chief Executive Officer of General Moly Inc. a molybdenum development company (NYSE: Amex, TSX). Previously, Mr. Hansen was Senior Vice-President, Operations Services and Development with Newmont Mining Corporation until November, 2006. He worked with Newmont for ten years holding increasingly senior roles including CFO from 1999 to 2005. Prior to joining Newmont, Mr. Hansen spent 12 years with Santa Fe Pacific Gold where he held increasingly senior management roles including VP Corporate Development and VP Finance. Mr. Hansen holds a Masters of Business Administration from the University of New Mexico and a Bachelors of Science Degree in Mining Engineering from the Colorado School of Mines.

    Douglas McIntosh , is currently an independent consultant to natural resource companies in the area of mergers, divestitures, acquisitions financing and asset valuation. From 1985 to 2000, when he resigned as a Vice President, Mr. McIntosh held investment and corporate banking positions with JP Morgan & Company advising US and international clients on M&A and corporate finance transactions. Prior to joining JP Morgan, he held senior engineering positions with Exxon Minerals Company, Kaiser Engineers Inc. and Granby Mining Corporation. Mr. McIntosh holds a Masters of Business Administration from the University of British Columbia and Bachelors of Science Degree in Mining Engineering from the Colorado School of Mines.

    Paul A. Carroll, is President of Carnarvon Capital Corporation, a corporate management and investment company, and is President and CEO of World Wide Minerals Ltd., a former uranium mining and marketing company. He has had a lengthy career in the legal and mining fields and has been a director of many publicly traded and privately held companies, including Dundee Corporation, International Corona Corp. and Zemex Corp.

    Mark E. Goodman, is the Executive Chairman of the Board of Cogitore Resources Inc. and is a member of the board of several publicly traded and privately held companies, including Valdez Gold Inc., Odyssey Resources Ltd., Corona Gold Corp. and the Dynamic Venture Opportunities Fund.

    Stephen P. Antony, is the President and Chief Executive Officer of the Corporation. Mr. Antony is a registered professional engineer in all states in which the Corporation holds properties. He is a graduate of the Colorado School of Mines and also holds an MBA from the University of Denver. Over the last 33 years Mr. Antony has held increasingly senior positions in both the technical and managerial sectors of the mining business, including both base and precious metals, and energy minerals. He first entered the uranium business with Mobil Oil’s Mining and Mineral group in the mid-1980’s, during which time he developed the reclamation plan for Mobil’s El Mesquite ISL operation in south Texas. He joined Energy Fuels Nuclear, Inc. (“EFN”) in 1986 as the company was growing to become the largest U 3 O 8 producer in the USA peaking at more than 5 million lbs. annually. Mr. Antony served as director of Technical Services for the company where he authored many of the feasibility studies which provided justification for EFN’s expansion of their highly successful Breccia Pipe Mine projects in the Arizona Strip. Subsequent to his employment with EFN, Mr. Antony held a brief position with Power Resources, Inc (“PRI”) as Vice President of Business Development. He then consulted to Cameco Corp. on due diligence prior to their acquisition of PRI, which Cameco undertook as part of their strategy to become a significant uranium producer in the US. Mr. Antony works closely with the Board on establishing growth strategy and long term objectives for the Corporation and is currently responsible for the daily operations of Energy Fuels, including all aspects of uranium property exploration, future ore production and future mill processing.

    50


    Jeffrey L. Vigil , is a mining industry financial veteran with significant CFO experience. He is a graduate of the University of Wyoming with a BS Accounting and is a licensed Certified Public Accountant in the State of Colorado. He was formerly Vice President - Finance for Energy Fuels Corporation (EFC), and through EFC’s subsidiary Energy Fuels Nuclear, Inc., worked on the team which then included Stephen Antony, the Corporation’s CEO. From 1996 to 2007, Mr. Vigil served as CFO for Koala Corporation; a public company traded on the NASDAQ exchange, with approximately 350 employees and operating divisions in New York, Florida, Texas, Oregon, Colorado and British Columbia, managing the full range of CFO responsibilities including financial and management reporting, bank and equity financings, tax planning and compliance, treasury, and risk management. He was instrumental in the acquisition of six companies by Koala and the divestiture of five operating divisions between 1997 and 2007. Mr. Vigil pursued varied finance and accounting consulting assignments in 2007 and 2009, including assisting Energy Fuels in its early design and installation of accounting systems and software.

    Gary R. Steele , is a registered professional engineer and an engineering graduate of the Colorado School of Mines. He also holds a MSc. in Mineral Economics from Colorado School of Mines. Over a 39 year career Mr. Steele has held a wide range of responsible positions providing a broad technical and commercial view of the mining business. During 20 years in the coal industry, he worked in engineering and operating roles, both underground and surface, and was Director of Utility Marketing for a large Powder River Basin, Wyoming coal producer, negotiating fuel supply and transportation contracts with major U.S. utilities. He was also designated a member of the corporate M&A due diligence team. This mining experience was followed by 15 years in the investment management business, and the establishment of Steele Capital Advisors, an advisory firm managing investment portfolios for private clients, and specializing in mineral industry opportunities. He was the Director of Engineering for a mining and earthmoving contractor, KGL Associates, from May 2004 to December 2006. Mr. Steele joined the Corporation in 2006 and, drawing on his complementary mix of experience, is responsible for investor relations, economic and project evaluation, and utility marketing. In November 2008, he was also appointed as Corporate Secretary for the Corporation.

    As at December 17, 2011, the directors and senior officers of the Corporation, as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 672,588 Common Shares, representing approximately 0.54% of the currently outstanding Common Shares.

    12.2

    Cease Trade Orders and Bankruptcies

    Except as set out below, to the knowledge of the Corporation no director or executive officer of the Corporation is, as at the date of this Annual Information Form or has been, within the 10 years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company that:

    (a)

    was subject to a cease trade or order similar to a cease trade order, or an order that denied the relevant company access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or

    51



    (b)

    was subject to an cease trade or order similar to a cease trade order, or an order that denied the relevant company access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

    Mr. J. Birks Bovaird was an independent director of Exploration Brex Inc. in 2001, when such company was the subject of a cease trade order as a result of its failure to meet its timely disclosure filing obligations. Exploration Brex Inc. was dissolved on May 4, 2001. Mr. Bovaird was also a director of HMZ

    Metals Inc. (“HMZ”) at the time a cease trade order was issued on September 6, 2005 requiring the directors, officers and insiders of HMZ to cease all trading in, or acquisition of, the securities of HMZ due to HMZ's failure to file its interim financial statements for the six month period ended June 30, 2005 and a cease trade order was issued on April 17, 2006 as a result of HMZ's failure to file its audited annual financial statements for the fiscal year ended December 31, 2005 and management's discussion and analysis thereon. The cease trade order issued on September 6, 2005 expired on October 20, 2005. The cease trade order issued on April 17, 2006 expired on June 2, 2008.

    Mr. Carroll was an independent director of Argus Corporation Limited (“Argus”) from April 2004 to November 2004 and of Hollinger Inc. (“Hollinger”) from August 2004 to July 2005. In those capacities he was subject to a management cease trade order issued by the Ontario Securities Commission on June 3, 2004, as varied, in respect of Argus, and June 1, 2004, as varied, in respect of Hollinger. Both management cease trade orders were issued because of Argus' and Hollinger's failure to file their respective financial statements and other requisite reports. Argus and Hollinger were not able to file such financial statements and reports as a result of the non-filing of financial statements by their subsidiary Hollinger International, Inc. (now Sun-Times Media Group, Inc.).

    Except as set out below, to the knowledge of the Corporation, no director or executive officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:

    (a)

    is, as at the date of this Annual Information Form or has been, within the 10 years before the date of this Annual Information Form, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or

       
    (b)

    has, within the 10 years before the date of the Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

    52


    Mr. Jeffrey L. Vigil was an executive officer of Koala Corporation from May 15, 1996 to March 19, 2007. On March 23, 2007 Koala Corporation filed a voluntary petition for bankruptcy protection under Chapter 11 in the U.S. Bankruptcy Court for the District of Colorado. Koala Corporation’s Plan of Reorganization was confirmed pursuant to an Order entered by the U.S. Bankruptcy Court on August 28, 2007.

    12.3

    Penalties or Sanctions

    To the knowledge of the Corporation, no director or officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

    12.4

    Conflicts of Interest

    Certain of the Corporation’s directors and officers serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting issuer companies and, to the extent that such other companies may participate in ventures in which the Corporation may participate, the directors of the Corporation may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Corporation’s directors, a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms.

    ITEM 13 - AUDIT COMMITTEE

    13.1

    Audit Committee Charter

    A copy of the Corporation’s Audit Committee Charter is annexed to this Annual Information Form as Appendix “A”.

    13.2

    Composition of the Audit Committee

    The current members of the Audit Committee of the Corporation are Robert J. Leinster, Bruce D. Hansen, Paul A. Carroll and Mark E. Goodman. Robert J. Leinster is the Chairman of the Audit Committee. The directors of the Corporation have determined that each member of the Audit Committee is considered to be “independent” and “financially literate” within the meaning of Multilateral Instrument 52-110 – Audit Committees (the “Instrument”).

    13.3

    Relevant Education and Experience

    Robert J. Leinster , is a Chartered Accountant, his entire career having been engaged in public practice with an international accounting firm until his retirement.

    53


    Bruce D. Hansen , holds a Masters of Business Administration from the University of New Mexico and a Bachelors of Science Degree in Mining Engineering from the Colorado School of Mines. He was Senior Vice-President, Operations Services and Development with Newmont Mining Corporation until November, 2006. He worked with Newmont for ten years holding increasingly senior roles including CFO from 1999 to 2005.

    Paul A. Carroll, is President of Carnarvon Capital Corporation, a corporate management and investment company, and President and CEO of World Wide Minerals Ltd., a former uranium mining and marketing company. He is a member of the Ontario Bar and has had a 45 year legal career, commencing in 1965 when he joined Smith Lyons, which grew to become a major Toronto law firm. In 2001, Smith Lyons was merged into Gowling Lafleur Henderson LLP, which was then Canada’s largest law firm. Mr. Carroll retired from the active practice of law in 2003. He has been a director and officer of many publicly traded and privately held companies, in the mining, oil and gas, real estate and financial services industries, including Dundee Corporation, World Wide Minerals Ltd., International Corona Corp. and Zemex Corp.

    Mark E. Goodman, is Executive Chairman of the Board of Cogitore Resources Inc. and is a member of the board of several publicly traded and privately held companies, including Valdez Gold Inc., Odyssey Resources Ltd., Corona Gold Corp. and the Dynamic Venture Opportunities Fund.

    13.4

    Reliance on Certain Exemptions

    During the Corporation’s most recently completed financial year, the Corporation has not relied on the exemptions contained in sections 2.4, 3.2, 3.3(2), 3.4, 3.5, 3.6, 3.8 or Part 8 of Multilateral Instrument 52-110.

    13.5

    Audit Committee Oversight

    At no time since the commencement of the most recently completed financial year of the Corporation was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the directors of the Corporation.

    13.6

    Pre-Approval Policies and Procedures

    The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

    13.7

    External Auditor Service Fees

    The aggregate fees billed to the Corporation by the Corporation’s external auditors in each of the last two fiscal years for (i) audit services (Audit Fees), (ii) assurance and related services by the external auditor that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and that are not included in Audit Fees (Audit-Related Fees), (iii) professional services rendered by the Corporation’s external auditor for tax compliance, tax advice, and tax planning (Tax Fees), and (iv) products and services provided by the Corporation's external auditor, other than Audit Fees, Audit-Related Fees and Tax Fees (All Other Fees), are as follows:

    54



    Year Ended
    September 30 th

    Audit Fees (1)
    Audit-Related
    Fees (2)

    Tax Fees (3)

    All Other Fees (4)
    2011 $92,000 $10,000 $33,900 Nil
    2010 $70,000 $35,280 $93,318 Nil

    (1)

    Aggregate fees billed for services provided in auditing the Corporation’s annual financial statements.

    (2)

    Aggregate fees not included in “audit fees” that are billed by the auditors for the assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s statements or as related to a prospectus.

    (3)

    Aggregate fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning.

    (4)

    Aggregate fees billed by the auditors for products and services not included in the foregoing categories.

    Pursuant to the Audit Committee Charter, the Audit Committee has the responsibility to review and approve the fees charged by the external auditors for audit services, and to review and approve all services other than audit services to be provided by the external auditors, and associated fees.

    ITEM 14 - LEGAL PROCEEDINGS AND REGULATORY ACTIONS

    Except for the complaints filed by the Sheep Mountain Alliance against the MBOCC, CDPHE, and EFRC related to the approval of the Special Use Permit for the Piñon Ridge Mill described above, there are no material legal proceedings involving the Corporation or its properties as at the date of this Annual Information Form and the Corporation knows of no such proceedings currently contemplated. The Corporation is not subject to any penalties or sanctions and has not entered into any settlement agreements with a court or securities regulatory authority.

    ITEM 15 - INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

    Other than as disclosed above and elsewhere in this Annual Information Form, no insider of the Corporation has any interest in material transactions involving the Corporation.

    ITEM 16 - TRANSFER AGENTS AND REGISTRARS

    The registrar and transfer agent for the Common Shares of the Corporation is CIBC Mellon Trust Company, at its offices in Toronto, Ontario.

    ITEM 17 - MATERIAL CONTRACTS

    The following are material contracts of the Corporation, other than contracts entered into in the ordinary course of business, that are material to the Corporation and which were entered into within the most recently completed financial year, or before the most recently completed financial year but are still in effect as of the date of this Annual Information Form:

    1.

    The Corporation is party to an agency agreement dated March 24, 2011 with Dundee Securities Ltd., Haywood Securities Inc., Scotia Capital Inc., Versant Partners Inc., Cormark Securities Inc. and Toll Cross Securities Inc. (collectively, the “Agents”) whereby the Corporation appointed the

       

    Agents as exclusive agents to offer for sale by way of short form prospectus, on a best efforts basis, up to 23,000,000 units at an offering price of $0.50 per unit for gross proceeds of $11,500,000.

    55



    2.

    Radioactive Materials License granted to Energy Fuels Resources Corporation by the Colorado Department of Public Health and Environment on March 7, 2011, as amended August 19, 2011.

       
    3.

    On November 1, 2008, EFRC along with Lynx-Royal JV LLC (Lynx-Royal) finalized the formation of Colorado Plateau Partners LLC, to acquire, explore, evaluate and, if justified, mine uranium properties located in the states of Colorado and Utah. As its initial contribution, EFRC contributed certain mineral leases located in the states of Colorado and Utah, which are currently controlled by the Corporation. Lynx-Royal’s initial contribution was 82 claims also located in the states Colorado and Utah. Colorado Plateau Partners LLC will initially be owned 50:50 by each party, subject to changes in ownership interests based on future expenditures.

       
    4.

    On June 30, 2008, EFRC along with Lynx-Royal JV LLC completed the formation of the Arizona Strip Partners LLC, a joint venture company created to explore uranium properties in the Arizona Strip region of Northern Arizona. EFRC’s interest in the JV is 50%, subject to adjustments based on future developments. EFRC contributed the Arizona acreage currently controlled by the Corporation and 172 unpatented claims from the High Plains JV.

       
    5.

    On May 22, 2008, EFRC completed the formation of West Lisbon JV LLC a joint venture with Mesa Uranium Company (“Mesa”) to explore Mesa’s 60 DAR claims located about two miles south of the Energy Queen Mine. West Lisbon contemplates a 50-50 shared expenditure agreement to conduct exploration drilling on the DAR property.

       
    6.

    Joint Venture Agreement dated November 15, 2006 between the Corporation and High Plains Uranium, Inc. to explore 172 unpatented mining claims in Coconino and Mohave Counties in Arizona. The Corporation’s initial interest in the joint venture is 50%, which interest may be increased to 80% as a result of certain events and expenditures by the Corporation.


    ITEM 18 - INTERESTS OF EXPERTS

    18.1

    Names of Experts

    Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado prepared the Whirlwind Technical Report, the Energy Queen Technical Report and the Sage Plain Project Technical Report.

    O. Jay Gatten, Professional Geologist, of North American Exploration, Inc. prepared the San Rafael Technical Report, filed on SEDAR on March 24, 2011.

    18.2

    Interests of Experts

    To the best knowledge of management of the Corporation, as at the date hereof, none of the experts, or designated professionals of the experts (as that term is defined in NI 51-102F2), named above under “ Names of Experts ” had any registered or beneficial interest, direct or indirect, in any securities or other property of the Corporation or its associates or affiliates when the experts prepared their respective reports and did not receive any such interests after the date of their respective technical reports.

    56



    ITEM 19 - ADDITIONAL INFORMATION

    Additional information relating to the Corporation may be found on SEDAR at www.sedar.com.

    Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Corporation’s securities, options to purchase securities and interests of insiders in material transactions, where applicable, is contained in the management information circular of the Corporation dated February 9, 2011, which was distributed in connection with the annual meeting of shareholders of the Corporation held on March 9, 2011. Additional financial information is provided in the 2011 Annual Financial Statements and 2011 Annual MD&A.

    57


    APPENDIX “A”

    ENERGY FUELS INC.

    AUDIT COMMITTEE CHARTER

    The responsibilities and composition requirements of audit committees are as set out in the Canadian Securities Administrators’ Multilateral Instrument 52-110-Audit Committees (“MI 52-110”).

    Audit Committee Mandate

    The Audit Committee ("Committee") is appointed by the Board to assist the Board in fulfilling its oversight responsibilities of the Corporation. In so doing, the Committee provides an avenue of communication among the external auditors, management, and the Board. The Committee's purpose is to ensure the integrity of financial reporting and the audit process, and that sound risk management and internal control systems are developed and maintained. In pursuing these objectives the Audit Committee oversees relations with the external auditors, and reviews the effectiveness of the internal audit function.

    Responsibilities

    The Committee's primary duties and responsibilities are as follows:

    1.

    Review and recommend to the Board:

    (i)

    the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation; and

    (ii)

    the compensation to be paid to the external auditor.

    2.

    Assume direct responsibility for overseeing the work of the external auditors engaged to prepare or issue an audit report or perform other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting.

    3.

    Review the Corporation's financial statements, Management Discussion and Analysis and annual and interim earnings press releases before such documents are publicly disclosed by the Corporation.

    4.

    The Committee must satisfy itself that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than the public disclosure referred to in 3 above, and must periodically assess the adequacy of those procedures.

    5.

    Establish procedures for:

    (i)

    the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

    (ii)

    the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

    6.

    Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

    58


    Authority of the Committee

    The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors engaged by it. The Committee shall also have the authority to communicate directly with the external auditors.

    Composition

    The Committee members shall meet the requirements of the OSC and the Toronto Stock Exchange. The Committee shall be comprised of three or more Directors as determined and appointed by the Board, each of whom shall be financially literate which entails an ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statement. Each Committee member shall also be independent as such term is defined in MI 52-110. The Board shall designate the Chairman of the Committee annually.

    Remuneration

    No member of the Committee may earn fees from the Corporation or any of its subsidiaries other than directors' fees or committee member fees (which fees may include cash, options or other in-kind consideration ordinarily available to directors). For greater certainty, no member of the Committee shall accept any consulting, advisory or other compensatory fee from the Corporation.

    Meetings & Operating Procedures

    59


    Review Procedures

    60



    Exhibit 99.7


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces Acquisition of Key Uranium and
    Vanadium Property in Utah’s Sage Plain District

    Toronto, Ontario – October 17, 2011

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) announced today that the Company purchased a 20-year mining lease (the “Skidmore Lease”) in southeast Utah’s Sage Plain District from privately held Nuclear Energy Corporation for US$1,500,702. With this acquisition, Energy Fuels has assembled sufficient contiguous historical resource acreage to begin permitting a uranium/vanadium mine in the Uravan Mineral Belt with Utah’s Department of Oil, Gas, and Minerals. This has the potential to be the third mine permitted to feed Energy Fuels’ proposed Piñon Ridge Uranium and Vanadium Mill near Naturita, Colorado, supplementing future production from the already permitted Whirlwind Mine near Gateway, Colorado, and the Energy Queen Mine near La Sal, Utah.

    Consideration of US$500,000 is payable at closing with the balance due in equal interest-free installments over the next four years. The Skidmore Lease is located on approximately 709-acres in San Juan County, Utah, and includes large portions of the historic Calliham Mine. It is also adjacent to the Calliham Lease, the Crain Lease, the Sage Properties, and other mining claims already owned or controlled by Energy Fuels through Colorado Plateau Partners, LLC, (“CPP”), a 50/50 joint venture joint venture of Energy Fuels and Lynx-Royal JV, LLC (“Lynx-Royal”).

    Energy Fuels intends to assign the Skidmore Lease to CPP, in exchange for Lynx-Royal paying US$250,000 to Energy Fuels, reducing Energy Fuels’ current net expenditure on the Skidmore property to US$250,000. In addition, the CPP joint venture will assume 100% of future monetary obligations for the purchase. As the contractual operator of any mines developed by CPP, Energy Fuels will receive all production from this property as feed for the Piñon Ridge Mill.

    The Skidmore Lease currently contains 184,000 tons of historic uranium and vanadium resources at grades of 0.20% eU 3 O 8 (729,000 lbs.) and 1.11% V 2 O 5 (4,072,400 lbs.). These historic estimates are categorized as “mineable” in a 1994 report by Umetco Minerals Corporation (“Umetco”), successor to Union Carbide Corporation, prepared after the most recent mining occurred on the property. The report categorizes an additional 50,000 tons of uranium and vanadium resources on the Skidmore Lease as “potential” at grades of 0.18% eU 3 O 8 (192,000 lbs.) and 1.26% V 2 O 5 (1,266,000 lbs.).

    This same 1994 Umetco report states that the Skidmore, Crain, Calliham, Sage, and other nearby properties, collectively referred to as the “Sage Plain Project Area” by Energy Fuels, which is all owned or controlled by the Company through CPP, contain 627,850 tons of historical “mineable” and “potential” uranium and vanadium resources at grades of 0.21% eU 3 O 8 (2,636,620 lbs.) and 1.268% V 2 O 5 (15,921,780 lbs.).


    While deemed reliable by Energy Fuels’ geologists, the 1994 Umetco (Union Carbide) report is not in compliance with NI 43-101, and the historical resource estimates should not be relied upon. In the opinion of Energy Fuels’ geologists, Umetco’s “mineable” category generally corresponds to the “measured and indicated” classification under NI 43-101, and the “potential” category generally corresponds to the “inferred” classification under NI 43-101. Umetco’s resource estimate is not supported by current technical reports, and a qualified person has not done the work necessary to verify the estimates under NI 43-101. Energy Fuels intends to undertake the work necessary over the next 18 months to establish a current mineral resource report on the property in compliance with NI 43-101.

    According to Stephen P. Antony, President and CEO of Energy Fuels, “The Skidmore Lease represents a major acquisition for Energy Fuels. The parcel has seen production in the recent past, and there are still considerable uranium and vanadium resources remaining on the property. Combining all of the Company’s recent resource acquisitions in the Sage Plain Project Area, the Energy Fuels team is optimistic that we can obtain a permit for a third mine to complete the mill feed requirement for the 500 ton per day Piñon Ridge Mill.”

    The Skidmore property is accessible through historic developed mine workings on Energy Fuels’ Calliham property acquired earlier this year. Engineering studies and drilling are currently underway to assess, rehabilitate, and develop the resources in this district.

    This third mine will be located within about 70 highway miles of Energy Fuels’ Piñon Ridge Mill. The mill received a Final Radioactive Materials License from the State of Colorado on March 7, 2011.

    Stephen P. Antony is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the content of this press release.

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. With more than 45,000 acres of highly prospective uranium and vanadium property located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned Colorado subsidiary, Energy Fuels Resources Corporation and its British Columbia subsidiary, Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.  
       
    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.8

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Titan Uranium Inc.
    sign Letter of Intent to Merge

    October 25, 2011

    Toronto, Ontario and Vancouver, British Columbia – Energy Fuels Inc. (“Energy Fuels” or “EFR”) (EFR:TSX) and Titan Uranium Inc. ("Titan") (TUE:TSX-V) today announced they have entered into a Letter of Intent (the "LOI") to pursue a transaction whereby EFR will acquire by way of a plan of arrangement all of the outstanding common shares of Titan (the "Transaction"). Upon completion of the Transaction, existing Titan shareholders will own approximately 42% of the issued and outstanding common shares of EFR, which will then own 100% of Titan.

    Energy Fuels and Titan believe that the Transaction will provide a number of significant benefits to the shareholders of both companies, including the following:

    On completion of the Transaction, Titan shareholders will receive 0.68 common shares of EFR for each whole common share of Titan. Based on the 20 day volume weighted average prices and the closing prices of each company’s common shares on the TSX and TSX-V, on October 24, 2011, this share exchange ratio represents a premium of 24.5% and 33.6%, respectively, to the Titan shareholders.

    Steve Antony, President and CEO of Energy Fuels commented, “Energy Fuels is very pleased to be able to add Titan’s very significant NI 43-101 mineral resource to our pool of assets, and to increase our presence in the conventional uranium mining space. Following the Transaction the combined company will have 37 million pounds of measured and indicated resources and 4.3 million pounds of inferred resources, placing the combined company among the largest holders of NI 43-101 compliant uranium resources in the US.”

    Chris Healey, President and CEO of Titan added, “We at Titan are excited at the potential to be part of a growing future producer, moving towards our stated goal of being part of a mid-tier uranium producer, with assets recoverable by conventional mining techniques and located in the US.”


    Overview of EFR and Titan and their Assets

    Energy Fuels Resources

    The Energy Fuels management team has extensive permitting and operating experience in conventional mining, and has concentrated on developing the first uranium mill to be licensed in the US in 30 years. Its Piñon Ridge uranium/vanadium mill, 12 miles west of Naturita in the Paradox Valley of western Colorado was granted its final radioactive materials license on March 7, 2011.

    At the same time the Energy Fuels team has assembled uranium properties in western Colorado, eastern Utah, and northern Arizona. Energy Fuels has filed NI 43-101 Technical Reports documenting 1,309,000 tons of measured and indicated resource at a grade of 0.25% (6,538,000 lbs. contained U 3 O 8 ) and 986,000 tons of inferred resource at a grade of 0.22% (4,346,000 lbs. contained U 3 O 8 ). Significant historical production in this region came from several miners including Union Carbide, Atlas Minerals, and Pioneer-Uravan and major historic resources also remain in place to be developed.

    Additionally, Energy Fuels has two fully permitted mines, the Whirlwind and Energy Queen Mines and has initiated permitting on two additional mines, the Calliham and the Sage, both in southeastern Utah.

    Stephen P. Antony, President and CEO of Energy Fuels, is Energy Fuels’ Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to EFR’s assets contained in this release.

    Titan Uranium Inc.

    Titan has focused on exploring and developing uranium properties in the western USA. Its major asset is a 100% interest in the Sheep Mountain uranium mine in the Crooks Gap Mining District of Fremont County, Wyoming. The Sheep Mountain mine has an NI 43-101 compliant Indicated Resource of 13,841,000 tons at an average grade of 0.110% eU 3 O 8 , (30.4 million pounds contained U 3 O 8 ). The technical report on the Sheep Mountain uranium project, dated January 20, 2011 was prepared for Titan by BRS Inc. Additional information including the estimation method and cut-off grade may be found in the report which has been filed on SEDAR.

    The Sheep Mountain project is currently at an advanced stage of permitting. Production expected to commence in 2014, with a peak production rate of 1.5 million pounds U 3 O 8 per year.

    Titan also has significant interests in uranium exploration projects in Utah, Wyoming, Arizona and Saskatchewan.

    The Titan management team brings extensive uranium exploration and production experience, including both conventional and in-situ recovery mining, to the company.

    Chris M. Healey, PG (Wyoming), President and CEO for Titan, is Titan’s Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to Titan’s assets contained in this release.

    Transaction Details

    Pursuant to the LOI, the parties have agreed to enter into exclusive negotiations with a view to entering into a definitive agreement in respect of the Transaction (the “Merger Agreement”). The execution of the Merger Agreement is subject to the following conditions:

      a)

    the entering into of support agreements with all directors and officers of Titan and with the two largest shareholders of Titan ;

      b)

    the entering into of support agreements with all directors and officers of Energy Fuels and with the two largest shareholders of Energy Fuels ;

      c)

    the prior approval by the boards of directors of each of Titan and Energy Fuels;

      d)

    the satisfaction of each party with the results of its due diligence investigations of the other party.



    The three largest shareholders of Titan, Pinetree Capital Ltd., Mega Uranium Ltd., together with their CEO Sheldon Inwentash, also the Chairman of the Board of Titan, who collectively own approximately 19% of Titan’s outstanding common shares, and the two largest shareholders of Energy Fuels, Dundee Resources Limited and Pinetree Capital Ltd., who collectively own approximately 24% of Energy Fuels’ outstanding common shares, have indicated their willingness to enter into support agreements in respect of the Transaction.

    The LOI also provides that, upon signing of the Merger Agreement and satisfaction of certain conditions, EFR will lend Titan up to US$1,500,000 in the form of a secured bridge loan. The loan would be secured against Titan’s Sheep Mountain project, bear interest a rate of 5% per annum payable at maturity and mature upon the earlier of (i) the closing of the Transaction and (ii) February 28, 2012. The LOI also permits Titan to obtain interim debt financing of up to US$1,000,000 prior to signing of the Merger Agreement.

    Following execution of the Merger Agreement, it is anticipated that completion of the Transaction will be subject to the following additional conditions:

      a)

    approval of the Transaction by Titan shareholders;

      b)

    approval of the Transaction by Energy Fuels shareholders;

      c)

    court approval of the plan of arrangement; and

      d)

    receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange and TSX Venture Exchange.

    The Merger Agreement will contain customary deal protection mechanisms, including a break fee payable in certain events, non-solicitation provisions and a right to match any superior proposal.

    Dundee Securities Ltd. is acting as financial advisor to Energy Fuels.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Titan, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Titan’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Titan’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and any other factors described in Energy Fuels’ and Titan’s most recent annual and quarterly financial reports.

    Energy Fuels and Titan assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Titan’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Titan relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.


    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey, President & CEO
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.9


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    EPA Approves Construction of Energy Fuels’ Pi ñon Ridge Mill

    Toronto, Ontario October 27, 2011

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) announced today that the United States Environmental Protection Agency (“EPA”) approved construction of the tailings impoundment and evaporation pond facilities for the Piñon Ridge Uranium and Vanadium Mill (“Mill”). These facilities will manage the tailings and wastewater produced by the Mill. Radon emissions from uranium tailings and wastewater are regulated by the EPA under the National Emissions Standards for Hazardous Air Pollutants (or “NESHAPs”). This is the only EPA approval required to construct and operate the Piñon Ridge Mill and follows Energy Fuels’ receipt of a Radioactive Materials License for the Mill from the State of Colorado in March of 2011. Permitting of the Mill is nearing completion with only the construction permit from the Colorado Air Pollution Control Division (APCD) for non-radioactive air emissions, still awaiting approval. This permit is in an advanced stage of review by the APCD.

    “With the EPA approval, the permitting and environmental risk to our project is now behind us,” said Stephen P. Antony, President and CEO of Energy Fuels. “This is significant for Energy Fuels and the domestic uranium industry, as it is the first EPA approval of a conventional mill tailings facility since the NESHAP regulations were revised. Achieving this milestone brings Energy Fuels one big step closer to production of American uranium and vanadium.”

    The EPA’s decision this week is the latest government approval issued to Energy Fuels, and further confirms the quality of the work done by the Company in designing its facilities and its commitment to the environment. On August 4, 2011, Energy Fuels received the required NESHAPs construction approval from the EPA for the Whirlwind Mine’s ventilation system. A similar approval was received for the Energy Queen Mine from the State of Utah Division of Air Quality on July 14, 2011. On September 26, 2011, the Company announced that it had entered into a legal settlement that clears the way for securing the water rights needed for Mill operations.

    The Piñon Ridge Mill will be located in the heart of the Uravan Mineral Belt, historically the most significant uranium and vanadium producing region in the United States. There is currently only one other uranium and vanadium processing facility operating in the United States. Energy Fuels has two fully-permitted, production-ready mines in the area (the Whirlwind and Energy Queen), and is acquiring, permitting, and rehabilitating additional mines in the region with significant remaining uranium and vanadium resources.

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The Mill will be the first uranium mill constructed in the United States in over 30 years.


    With more than 45,000 acres of highly prospective uranium and vanadium property located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned Colorado subsidiary, Energy Fuels Resources Corporation and its British Columbia subsidiary, Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:  
       
    Energy Fuels Inc.  
       
    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.10

    SUPPORT AGREEMENT

    December 5, 2011

    TO: THE PERSONS EXECUTING THE ACCEPTANCE ATTACHED HERETO
      (each such Person, a “ Securityholder ” and collectively the “ Securityholders ”)

         Pursuant to the terms and subject to the conditions of a business combination agreement dated as of December 5, 2011 (the “ Combination Agreement ”), between Energy Fuels Inc. (“ EFI ”) and Titan Uranium Inc. (“ Titan ”, and collectively with EFI, the “ Corporations ”), EFI will acquire all of the issued and outstanding common shares of Titan (“ Titan Common Shares ”) by way of a plan of arrangement (the “ Arrangement ”) and, upon the completion of the Arrangement, the holders of Titan Common Shares (each a “ Titan Shareholder ”) shall receive 0.68 common shares of EFI for each Titan Common Share held.

         Capitalized terms used in this support agreement (“ Support Agreement ”) and not otherwise defined herein that are defined in the Combination Agreement shall have the respective meanings ascribed thereto in the Combination Agreement, as it may be amended from time to time.

         This Support Agreement sets out the terms and conditions on which each Securityholder agrees:

      (i)

    to support the Arrangement;

         
      (ii)

    to vote, in favour of the EFI Resolution and other related matters to be considered at the EFI Meeting, all of the EFI Common Shares beneficially owned or controlled by such Securityholder, as listed immediately below the signature of the Securityholder evidencing such Securityholder’s acceptance of this Support Agreement (the “ Acceptance ”) and any additional EFI Common Shares which the Securityholder may acquire after the date hereof but prior to the record date for the EFI Meeting, or which are otherwise entitled to be voted at the EFI Meeting on the exercise, conversion of exchange of all EFI Options and EFI Warrants (the “ Convertible Securities ”) beneficially owned or controlled by the Securityholder, as listed immediately below such Securityholder’s Acceptance (collectively, all such EFI Common Shares being referred to as “ Subject Common Shares ”); and

         
      (iii)

    to comply with the restrictions, obligations and covenants of the Securityholder set forth herein.

    ARTICLE 1
    COVENANTS OF THE SECURITYHOLDER

    1.1

    The Securityholder acknowledges and agrees that he, she or it:



    - 2 -

      (a)

    has received a copy of the Combination Agreement and, in particular, has been made aware of the provisions of Section 6.1 and Schedule F of the Combination Agreement; and

         
      (b)

    will comply with the requirements of Section 6.1 and Schedule F of the Combination Agreement and, in particular, will not take any action which would, or would reasonably be expected to, cause EFI to be in breach of any of its obligations under such Section 6.1 and Schedule F, subject in each case to the other terms of the Combination Agreement and the terms of this Support Agreement.

    1.2 The Securityholder hereby covenants and agrees, from the date hereof until the earlier of: (i) the termination of this Support Agreement pursuant to Article 3 hereof; and (ii) the Effective Time, except in accordance with the terms of this Support Agreement:

      (a)

    to irrevocably vote or cause to be voted at the EFI Meeting (including at any adjournment or postponement thereof) the Subject Common Shares in favour of the EFI Resolution and other related matters or resolutions necessary or desirable to implement the Arrangement to be considered at the EFI Meeting;

         
      (b)

    not to exercise any dissent rights or any other rights available to the Securityholder to delay, upset or challenge the Arrangement;

         
      (c)

    not to exercise any shareholder rights or remedies available at common law pursuant to applicable securities or other Laws to delay, hinder, upset or challenge the Arrangement;

         
      (d)

    not to option, sell, assign, transfer, alienate, dispose of, gift, grant, pledge, create or permit an Encumbrance on, grant a security interest in or otherwise convey any Subject Common Shares or any voting rights attached thereto or any other right or interest therein, or agree to do any of the foregoing;

         
      (e)

    not to grant or agree to grant any proxy or other right to the Subject Common Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Subject Common Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof, other than in support of the EFI Resolution and other related matters to be considered at the EFI Meeting;

         
      (f)

    not to requisition or join in the requisition of any meeting of the shareholders of EFI for the purpose of considering any resolution;

         
      (g)

    not to, in any manner, directly or indirectly, including through any Representative, solicit, initiate, or knowingly encourage any inquiries, proposals, offers or public announcements (or the submission or initiation of any of the foregoing) from any person regarding any Superior Proposal, engage in any negotiations concerning, or provide any information to, or have any discussions with or otherwise cooperate with, any person relating to an Superior Proposal, or otherwise knowingly facilitate or knowingly encourage any effort or attempt to make or implement an Superior Proposal;



    - 3 -

      (h)

    not to solicit or arrange or provide assistance to any other person to arrange for the solicitation of, purchases of or offers to sell EFI Common Shares or act in concert or jointly with any other person for the purpose of acquiring EFI Common Shares for the purpose of affecting the control of EFI;

         
      (i)

    not to, except as required by applicable Laws, prior to the public announcement by EFI and Titan of the entering into of the Combination Agreement, directly or indirectly, disclose to any person (other than EFI, Titan and its financial and legal advisors) the existence of this Support Agreement or the terms and conditions of this Support Agreement, or the possibility of EFI and Titan entering into the Combination Agreement or any terms or conditions or other information concerning the Combination Agreement and the transactions contemplated therein;

         
      (j)

    not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Combination Agreement;

         
      (k)

    to immediately cease, cause its Representatives to cease and cause to be terminated any existing solicitations, discussions or negotiations with any parties (other than with EFI or Titan or any Representative of EFI or Titan) with respect to any Superior Proposal or any potential Superior Proposal;

         
      (l)

    to promptly notify EFI, at first orally and then in writing, of all Superior Proposals currently under consideration or of which the Securityholder is aware;

         
      (m)

    to immediately notify EFI of any proposal, inquiry, offer or request of which the Securityholder, to the knowledge of the Securityholder, any of its directors, officers, employees, representatives or agents becomes, directly or indirectly, aware: relating to an Superior Proposal or potential Superior Proposal; for discussions or negotiations in respect of an Superior Proposal or potential Superior Proposal; for non-public information relating to EFI; or any material amendments to the foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of, and the identity of the person making, such proposal, inquiry, offer or request and such other details of the proposal, inquiry, offer or request as EFI may reasonably request; and

         
      (n)

    not to take any action to encourage or assist any other person to do any of the prohibited acts referred to in the foregoing provisions of this Section 1.2.

    1.3 Nothing in this Article 1 shall prevent a Securityholder who is a member of the board of directors of Titan or is a senior officer of Titan from engaging, in such Securityholder’s capacity as a director or senior officer of the Company, in discussions or negotiations with a person in response to an unsolicited bona fide Superior Proposal made in writing to the board of directors of Titan by such person (which Superior Proposal did not result from a breach of this Support Agreement or the Combination Agreement) in circumstances where Titan is permitted by section 4 of Schedule F of the Combination Agreement to engage in such discussions or negotiations. For greater certainty, the Securityholder acknowledges that this Section 1.3 shall not affect such Securityholder’s obligation to vote the Subject Common Shares in favour of the Titan Resolution in accordance with the terms and conditions of this Support Agreement.


    - 4 -

    ARTICLE 2
    REPRESENTATIONS AND WARRANTIES

    2.1 The Securityholder by its acceptance hereof represents and warrants as follows and acknowledges that the Corporations are relying upon such representations and warranties in connection with entering into this Support Agreement and the Combination Agreement:

      (a)

    such Securityholder is the beneficial owner of or controls all of the EFI Common Shares and Convertible Securities set forth immediately below such Securityholder’s Acceptance and such Securityholder is the registered or beneficial owner of such EFI Common Shares and Convertible Securities;

         
      (b)

    (i) the only securities of EFI beneficially owned, directly or indirectly, or over which control or direction is exercised by such Securityholder are those listed immediately below such Securityholder’s Acceptance, and (ii) other than any Convertible Securities listed immediately below such Securityholder’s Acceptance and EFI Common Shares issuable on the exercise or conversion of such Convertible Securities, such Securityholder does not own, directly or indirectly, or control any convertible securities and has no other agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by such Securityholder or transfer to such Securityholder of additional securities of EFI;

         
      (c)

    such Securityholder has the sole right to vote all the Subject Common Shares now beneficially owned or controlled and will have the right to vote all the Subject Common Shares hereafter acquired by such Securityholder;

         
      (d)

    all the Subject Common Shares held by such Securityholder will, immediately prior to the Effective Time, be beneficially owned by such Securityholder with good and marketable title thereto, free and clear of any and all Encumbrances and are and will at such time be issued and outstanding as fully paid and non assessable shares in the capital of EFI;

         
      (e)

    such Securityholder has no agreement, option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from such Securityholder of any of the Subject Common Shares or any interest therein or right thereto, except pursuant to this Support Agreement;

         
      (f)

    such Securityholder has no voting trust, pooling or shareholder agreement, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a voting trust or pooling agreement, or other agreement or arrangement affecting the Subject Common Shares or the ability of such Securityholder to exercise all ownership rights thereto, including the voting of the Subject Common Shares;



    - 5 -

      (g)

    there are no legal proceedings in progress before any public body, court or authority or, to the knowledge of such Securityholder, pending or threatened against such Securityholder that would adversely affect in any manner the ability of such Securityholder to enter into this Support Agreement and to perform its obligations hereunder or the title of such Securityholder to any of the Subject Common Shares and there is no judgment, decree or order against such Securityholder that would adversely affect in any manner the ability of such Securityholder to enter into this Support Agreement and to perform its obligations hereunder or the title of such Securityholder to any of the Subject Common Shares;

           
      (h)

    if such Securityholder is a corporation, such Securityholder is validly existing under the laws of its jurisdiction of organization;

           
      (i)

    the execution and delivery by such Securityholder of this Support Agreement, the authorization of this Support Agreement by such Securityholder, and the performance by such Securityholder of its obligations under this Support Agreement:

           
      (i)

    do not require any authorization to be obtained by such Securityholder (other than such authorizations as have been obtained by such Securityholder on or before the date hereof); and

           
      (ii)

    will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (A) any applicable Laws; (B) any note, bond, mortgage, indenture, contract or agreement to which such Securityholder is party or by which such Securityholder or its assets is bound; (C) any judgment, decree, order or award of any Governmental Entity having jurisdiction over such Securityholder; or (D) if such Securityholder is a corporation, the constating documents, by-laws or resolutions of the board of directors or shareholders thereof; and

           
      (j)

    this Support Agreement has been duly executed and delivered by such Securityholder and constitutes a legal, valid and binding obligation of such Securityholder, enforceable against such Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.

    2.2 Each Corporation represents and warrants with respect to itself (but not with respect to the other Corporation) as follows and acknowledges that the Securityholder is relying upon such representations and warranties in connection with entering into this Support Agreement:


    - 6 -

      (a)

    such Corporation is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation or continuance and has the requisite corporate power and capacity to execute and deliver this Support Agreement, to enter into the Combination Agreement and to perform its obligations hereunder and under the Combination Agreement;

           
      (b)

    this Support Agreement has been duly executed and delivered by such Corporation and constitutes a legal, valid and binding obligation of such Corporation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and general principles of equity; and

           
      (c)

    neither the execution and delivery by the Corporation of this Support Agreement or the Combination Agreement, nor the performance by such Corporation of its obligations under this Support Agreement or the Combination Agreement shall result in the breach or violation of, or constitute a default under, or conflict with any provision of:

           
      (i)

    the constating documents, by-laws or resolutions of the board of directors (or any committee thereof) of the Corporation; or

           
      (ii)

    any Laws to which the Corporation is subject or by which the Corporation is bound,

    except where such breach or violation individually or in the aggregate would not reasonably be expected to materially adversely affect the Corporation’s ability to perform its obligations under this Support Agreement or the Combination Agreement.

    ARTICLE 3
    TERMINATION

    3.1 This Support Agreement may be terminated by notice in writing in respect of a Securityholder:

      (a)

    at any time by mutual consent of the Corporations and such Securityholder;

         
      (b)

    by the Securityholder if EFI has not complied in any material respect with its covenants contained in this Support Agreement or if any representation or warranty of EFI herein is untrue or incorrect in any material respect and, in each case, such non-compliance or inaccuracy is reasonably likely to prevent consummation of the Arrangement and is not curable or, if curable, is not cured by the earlier of: (A) the date which is five days from the date of written notice of such breach; and (B) the Business Day prior to the Effective Time; provided that at the time of such termination pursuant to this Section 3.1(b) by the Securityholder, the Securityholder is not in default in any material respect in the performance of its obligations under this Support Agreement;



    - 7 -

      (c)

    by the Securityholder if Titan has not complied in any material respect with its covenants contained in this Support Agreement or if any representation or warranty of Titan herein is untrue or incorrect in any material respect and, in each case, such non-compliance or inaccuracy is reasonably likely to prevent consummation of the Arrangement and is not curable or, if curable, is not cured by the earlier of: (A) the date which is five days from the date of written notice of such breach; and (B) the Business Day prior to the Effective Time; provided that at the time of such termination pursuant to this Section 3.1(b) by the Securityholder, the Securityholder is not in default in any material respect in the performance of its obligations under this Support Agreement; or

           
      (d)

    by the Corporations if:

           
      (i)

    the EFI Resolution is not approved by the requisite majority of EFI Shareholders; or

           
      (ii)

    the Combination Agreement is terminated in accordance with its terms.

    3.2 No termination pursuant to Section 3.1 shall prejudice the rights of a party as a result of any breach by any other party of its obligations hereunder.

    ARTICLE 4
    GENERAL

    4.1 In this Support Agreement, unless otherwise expressly stated or the context otherwise requires:

      (a)

    references to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Support Agreement and not to any particular Section of or Schedule to this Support Agreement;

         
      (b)

    references to an “Article” or a “Section” are references to an Article or a Section of this Support Agreement;

         
      (c)

    words importing the singular shall include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders;

         
      (d)

    the term “Business Day” shall have the meanings ascribed thereto in the Combination Agreement;

         
      (e)

    the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof; and

         
      (f)

    wherever the term “includes” or “including” is used, it shall be deemed to mean “includes, without limitation” or “including, without limitation”, respectively.

    4.2 The parties waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Support Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose counsel) prepared the executed agreement or any earlier draft of the same.


    - 8 -

    4.3 This Support Agreement shall become effective in respect of the Securityholder upon both: (a) execution and delivery thereof by such Securityholder; and (b) the execution and delivery of the Combination Agreement by EFI and Titan.

    4.4 This Support Agreement may be executed by facsimile or electronically and in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Support Agreement to produce more than one counterpart.

    4.5 Subject to the terms and conditions of this Support Agreement, the Securityholder agrees to cooperate in good faith and use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, desirable or advisable:

      (a)

    to facilitate the successful consummation of, and make effective as promptly as is practicable, the transactions contemplated by the Combination Agreement and this Support Agreement; and

         
      (b)

    for the discharge by the Securityholder of its obligations under this Support Agreement, including in each case the execution and delivery of such documents as EFI or Titan may reasonably require to discharge such obligations.

    4.6 The representations and warranties set forth in this Support Agreement shall survive the Arrangement and, notwithstanding such Arrangement, shall continue in full force and effect for the benefit of the party to whom such representations and warranties are given.

    4.7 The Securityholder consents to the disclosure of the substance of this Support Agreement in any press release or any circular relating to the Arrangement and to the filing of this Support Agreement as may be required pursuant to applicable Laws.

    4.8 This Support Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors, permitted assigns, heirs, executors and personal representatives. This Support Agreement shall not be assignable by any party except in accordance with Section 4.9.

    4.9 This Support Agreement and the rights hereunder are not transferable or assignable by a Securityholder, EFI or Titan, as applicable, without the prior written consent of the other (which consent may be withheld at the discretion of the other).

    4.10 Time shall be of the essence of this Support Agreement.

    4.11 If any term, provision, covenant or restriction of this Support Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Support Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this Support Agreement.


    - 9 -

    4.12 The Securityholder acknowledges that it:

      (a)

    has been advised by the Corporations to seek independent legal advice;

         
      (b)

    has sought such independent legal advice or deliberately decided not to do so;

         
      (c)

    understands its rights and obligations under this Support Agreement and the Combination Agreement; and

         
      (d)

    is executing this Support Agreement voluntarily.

    4.13 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if delivered or sent by facsimile transmission as follows:

      (a)

    in the case of a Securityholder, to the address set forth opposite such Securityholder’s Acceptance; and


      (i) if to EFI:  
           
        44 Union Blvd., Suite 600
        Lakewood, CO 80228
        Attention: Steve Antony, President and CEO
        Facsimile: 970-865-2416
           
      With a copy to:  
           
        Borden Ladner Gervais LLP
        Scotia Plaza, 40 King Street West
        Toronto, ON M5H 3Y4
        Attention: Mark F. Wheeler
        Facsimile: 416-361-7376
           
      (ii) if to Titan:  
           
        Suite 300, 235 - 15th Street
        West Vancouver, BC V7T 2X1
        Attention: Chris M. Healey, President and CEO
        Facsimile: 604-921-1898
           
      With a copy to:  
           
        MacPherson Leslie & Tyerman LLP
        1500, 410 – 22nd Street East
        Saskatoon, SK S7K 5T6
        Attention: Lynn E. Hnatick
        Facsimile: 306-975-7145


    - 10 -


      (b)

    at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this Section,

    and if so given shall be deemed to have been given on the date on which it was actually received at the address provided herein (if received on a Business Day, if not, the next succeeding Business Day) and if sent by facsimile transmission be deemed to have been given at the time of actual receipt of the complete facsimile transmission at the fax number provided herein (if actually received prior to 4:30 p.m. (local time at the point of receipt) on a Business Day, if not the next succeeding Business Day).

    4.14 This Support Agreement (together with all other documents and instruments referred to herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

    4.15 This Support Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of laws thereof which would result in the application of the Laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Support Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

    4.16 Each Securityholder recognizes and acknowledges that this Support Agreement is an integral part of EFI entering into the Combination Agreement, and that EFI would not contemplate proceeding with entering into the Combination Agreement unless this Support Agreement was entered into by the Securityholder, and that a breach by the Securityholder of any covenants or other commitments contained in this Support Agreement will cause EFI to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, the Securityholder agrees that, in the event of any such breach, EFI shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which they may be entitled, at law or in equity, and the Securityholder further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

    (remainder of page intentionally left blank)


    - 11 -

         If the foregoing accurately reflects the terms and conditions of our agreement, would you kindly indicate your acceptance hereof by signing, dating and returning to the undersigned the enclosed Support Agreement by facsimile or otherwise.

      ENERGY FUELS INC.
           
      By: (signed) “Stephen P. Antony”
        Name: Stephen P. Antony
        Title: President & Chief Executive
          Officer
           
           
      TITAN URANIUM INC.
           
      By: (signed) “Chris M. Healey”
        Name: Chris M. Healey
        Title: President & Chief Executive
          Officer


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 1    
        (signed) “J. Birks Bovaird”
       Name: J. Birks Bovaird

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    J. Birks Bovaird 103,350 5,000 450,000
           
    Total 558,350    

    ________________________________________________
    1
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 2    
               (signed) “Paul A. Carroll”
                       Name: Paul A. Carroll

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Both 100,000 0 250,000
           
    Total 350,000    

    _________________________________________________
    2
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 3    
                                  (signed) “Mark Goodman”
       Name: Mark Goodman

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Mark Goodman 0 0 250,000
           
    Total 250,000    

    __________________________________________________
    3
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 4    
                                           (signed) “Bruce D. Hansen”
                                  Name: Bruce D. Hansen

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Bruce D. Hansen 130,000 50,000 450,000
           
    Total 630,000    

    _______________________________________________
    4
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 5    
             (signed) “Robert J. Leinster”
       Name: Robert J. Leinster

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Robert J. Leinster 7,988 0 350,000
           
    Total 357,988    

    _______________________________________________
    5
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 6    
               (signed) “Douglas G. McIntosh”
       Name: Douglas G. McIntosh

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Douglas G. McIntosh 0 0 450,000
           
    Total 450,000    

    _________________________________________________
    6
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 7    
                                                                                                                                                (signed) “Stephen P. Antony”
                                                                                                                                                  Name: Stephen P. Antony

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Stephen P. Antony 201,100 26,000 1,050,000
           
    Total 1,277,100    

    _________________________________________________
    7
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 8    
              (signed) “Gary R. Steele”
           Name: Gary R. Steele

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Gary R. Steele 130,000 15,000 370,000
           
    Total 515,000    

    _________________________________________________
    8
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:    
         
    <> 9    
                  (signed) “Jeffrey L. Vigil”
         Name: Jeffrey L. Vigil

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Jeffrey L. Vigil 0 0 320,000
           
    Total 320,000    

    _________________________________________________
    9
    Personal addresses have been redacted.


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:   DUNDEE RESOURCES LIMITED
         
    1 Adelaide Street, East, Suite 2800    
    Toronto, Ontario M5Z 2V9   (signed) “Lucie Presot”
        Name: Lucie Presot, Chief Financial Officer

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Dundee Resources Limited 22,950,000 1,850,000 0
           
    Total 24,800,000    


    SECURITYHOLDER’S ACCEPTANCE

    Irrevocably accepted and agreed this 5 th day of December, 2011.

    Address for notice:   PINETREE CAPITAL LTD.
         
    130 King Street West, Suite 2500    
    Toronto, Ontario M5X 1A9   (signed) “Richard Patricio”
        Name: Richard Patricio, Vice President

        Number of Convertible
    Registered or Number of Securities
    Beneficial Holder Common Shares Warrants Options
           
    Pinetree Capital Ltd. 7,000,000 500,000 0
           
    Total 7,500,000    



    Exhibit 99.11

    Execution Version

    BUSINESS COMBINATION AGREEMENT

     between

    ENERGY FUELS INC.

    - and -

    TITAN URANIUM INC.

    December 5, 2011


    BUSINESS COMBINATION AGREEMENT

    THIS AGREEMENT is made as of December 5, 2011

    BETWEEN

    ENERGY FUELS INC., a corporation existing under the Business
    Corporations Act
    (Ontario)

    (“ EFI )

    AND

    TITAN URANIUM INC. , a corporation existing under the Canada
    Business Corporations Act

    (“ Titan )

    WHEREAS:

    A.

    The respective boards of directors of EFI and Titan have approved the combination of EFI and Titan pursuant to a Plan of Arrangement providing for, among other things, the acquisition by EFI of all of the issued and outstanding common shares of Titan;

       
    B.

    The Parties intend to carry out the proposed acquisition by way of a Plan of Arrangement under the provisions of the Canada Business Corporations Act ; and

       
    C.

    The board of directors of Titan has determined that the Plan of Arrangement is in the best interests of Titan, is fair to the shareholders of Titan and has recommended that the shareholders of Titan vote in favour of the Arrangement.

    NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), THE PARTIES AGREE AS FOLLOWS:

    ARTICLE 1- DEFINITIONS, INTERPRETATION AND SCHEDULES

    1.1

    Definitions

    In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

      (a)

    $ ” means Canadian dollars;

         
      (b)

    Acquisition Proposal ” shall have the meaning ascribed to such term in Section 1 of Schedule F;

    S-1



      (c)

    Agreement ” means this Business Combination Agreement, together with the schedules attached hereto, as amended, amended and restated or supplemented from time to time;

         
      (d)

    Arrangement ” means an arrangement under the provisions of Section 192 of the CBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment, variation or supplement thereto (i) made in accordance with ARTICLE 6 of the Plan of Arrangement or (ii) made at the direction of the Court in the Final Order and with the consent of EFI and Titan, each acting reasonably, or (iii) otherwise made in accordance with Section 7.1;

         
      (e)

    Bridge Loan ” means the secured bridge loan or loans to be made by EFI to Titan of up to US$1,500,000 bearing an annual interest rate of 5% to be secured against the Sheep Mountain Project of Titan and used for work done on the Sheep Mountain Project;

         
      (f)

    Business Day ” means any day, other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario or Vancouver, British Columbia;

         
      (g)

    Canadian Asset Sale ” means the potential sale of Titan’s Canadian assets including projects located in the Athabasca Basin, Thelon Basin and Cypress Hills to a third party;

         
      (h)

    Canadian GAAP ” means accounting principles generally accepted in Canada including, where applicable, IFRS;

         
      (i)

    CBCA ” means the Canada Business Corporations Act ;

         
      (j)

    Change in Recommendation ” shall have the meaning ascribed to such term in Section 2(b)(iv) of Schedule F;

         
      (k)

    Code ” means the United States Internal Revenue Code of 1986, as amended;

         
      (l)

    Completion Deadline ” means the date by which the transactions contemplated by this Agreement are to be completed, which date shall be March 1, 2012, or such other date that may be agreed to by the Parties;

         
      (m)

    Confidentiality Agreement ” means the confidentiality agreement dated as of April 4, 2011 between EFI and Titan;

         
      (n)

    Court ” in the context of Article 2 means the Supreme Court of British Columbia;

         
      (o)

    Depositary ” means such trust company, bank or financial institution that may be agreed to by the Parties;

         
      (p)

    Dissent Rights ” means the rights of dissent in respect of the Arrangement, as described in the Plan of Arrangement;

         
      (q)

    Effective Date ” means the Effective Date as defined in the Plan of Arrangement;

         
      (r)

    Effective Time ” means the Effective Time as defined in the Plan of Arrangement;

         
      (s)

    EFI Common Shares ” means common shares in the capital of EFI as constituted on the date hereof;

    - 2 -



      (t)

    EFI Disclosure Memorandum ” means the memorandum dated the date hereof delivered by EFI to Titan, as amended or supplemented from time to time in accordance with Section 3.3, with respect to certain matters in this Agreement;

         
      (u)

    EFI Entity ” means any one of EFI and the EFI Material Subsidiaries, and “ EFI Entities ” means EFI and the EFI Material Subsidiaries, collectively;

         
      (v)

    EFI Financial Statements ” shall have the meaning ascribed to such term in Section 3.1(l) of this Agreement;

         
      (w)

    EFI Material Subsidiaries ” means Energy Fuels Resource Corporation, a corporation incorporated under the laws of Colorado and Magnum Uranium Corp. a corporation incorporated under the laws of British Columbia;

         
      (x)

    EFI Meeting ” shall have the meaning ascribed to such term in Section 1(d) of Schedule B;

         
      (y)

    EFI Option Plan ” means the stock option plan of EFI ratified by EFI Shareholders on March 10, 2010;

         
      (z)

    EFI Options ” shall mean the issued and outstanding options to acquire EFI Common Shares issued pursuant to the EFI Option Plan;

         
      (aa)

    EFI Properties ” means the properties held by EFI relating to projects located in Colorado, Utah, Arizona, Wyoming, New Mexico and Saskatchewan, as described in the EFI Public Disclosure Documents;

         
      (bb)

    EFI Proxy Circular ” shall have the meaning ascribed to such term in Section 1(d) of Schedule B;

         
      (cc)

    EFI Public Disclosure Documents ” shall have the meaning ascribed to such term in Section 3.1(w) of this Agreement;

         
      (dd)

    EFI Resolution ” shall have the meaning ascribed to such term in Section 1(d) of Schedule B;

         
      (ee)

    EFI Shareholder Approval ” means the approval by ordinary resolution of the EFI Shareholders at the EFI Meeting of the acquisition of Titan by EFI pursuant to and in accordance with this Agreement and the Plan of Arrangement;

         
      (ff)

    EFI Shareholders ” means at any time the holders of EFI Common Shares;

         
      (gg)

    EFI Support Agreements ” means the support agreements entered into by Titan with Dundee Resources Limited, Pinetree Capital Ltd. and each of the directors and officers of EFI;

         
      (hh)

    EFI Warrants ” shall have the meaning ascribed to such term in Section 3.1(b);

         
      (ii)

    Encumbrance ” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

    - 3 -



      (jj)

    Environmental Approvals ” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions, orders, filings or approvals issued or required by any Governmental Entity pursuant to any Environmental Law;

         
      (kk)

    Environmental Laws ” means all applicable Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

         
      (ll)

    Final Order ” means the order of the Court pursuant to Subsection 192(4)(e) of the CBCA approving the Arrangement in a form acceptable to the Parties, as such order may be amended at any time prior to the Effective Date with the consent of the Parties, acting reasonably, or if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

         
      (mm)

    FSE ” means the Frankfurt Stock Exchange;

         
      (nn)

    Governmental Entity ” means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

         
      (oo)

    Hazardous Substance ” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material, finished product, intermediate product, by-product or any other material or article, that is listed or regulated under any Environmental Laws as a hazardous substance, toxic substance, waste or contaminant or is otherwise listed or regulated under any Environmental Laws because it poses a hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea formaldehyde foam insulation and lead-containing paints or coatings;

         
      (pp)

    IFRS ” means International Financial Reporting Standards, a system of accounting;

         
      (qq)

    Interim Order ” means the interim order of the Court in a form acceptable to the Parties providing for, among other things, the calling and holding of the Titan Meeting, as the same may be amended by the Court with the consent of the Parties, acting reasonably;

         
      (rr)

    Laws ” means all applicable Canadian and U.S. laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity;

         
      (ss)

    Liability ” of any person shall mean and include: (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

    - 4 -



      (tt)

    LOI ” means the letter of intent signed by EFI and Titan dated October 24, 2011 as amended by amending letters dated November 10, 2011 and November 18, 2011;

             
      (uu)

    Material Adverse Effect ” means, in respect of any Party, an effect that is material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), obligation, capitalization, condition (financial or otherwise), operations or results of operations of that Party and its material joint ventures taken as a whole, other than any change, effect, event or occurrence:

             
      (i)

    relating to the U.S., Canadian or global economy, political conditions or securities markets in general;

             
      (ii)

    affecting the worldwide uranium mining industries in general;

             
      (iii)

    relating to a change in the market trading price of publicly traded securities of that Party, either:

             
      A.

    related to this Agreement and the Arrangement or the announcement thereof, or

             
      B.

    primarily resulting from a change, effect, event or occurrence excluded from this definition of Material Adverse Effect under clauses (i), (ii), (iv), (v), (vi) or (vii) hereof;

             
      (iv)

    relating to any of the principal markets served by that Party's business generally or shortages or price changes with respect to raw materials or other products used or sold by that Party;

             
      (v)

    relating to the rate at which Canadian dollars can be exchanged for United States dollars or vice versa;

             
      (vi)

    relating to any generally applicable change in applicable laws or regulations (other than orders, judgments or decrees against that Party and/or any of its Subsidiaries and material joint ventures) or in Canadian GAAP; or

             
      (vii)

    attributable to the announcement or pendancy of this Agreement or the Arrangement, or otherwise contemplated by or resulting from the terms of this Agreement,

             
     

    provided, however, that such effect referred to in clauses (i), (ii), (iv) or (vi) above does not primarily relate only to (or have the effect of primarily relating only to) that Party and its material joint ventures, taken as a whole, or disproportionately adversely affect that Party and its material joint ventures taken as a whole, compared to other companies of similar size operating in the industry in which that Party and its material joint ventures operate;

    - 5 -



      (vv)

    Non-Terminating Party ” shall have the meaning ascribed to such term in Section 8 of Schedule F;

         
      (ww)

    Party ” means either of EFI or Titan and “ Parties ” means both of them;

         
      (xx)

    Pinetree Bridge Loan ” means the loan or loans made by Pinetree Resource Partnership or an Affiliate thereof to Titan in the principal amount of up to $1,000,000, of which $500,000 was advanced pursuant to the loan agreement dated October 27, 2011 between Titan and Pinetree Resource Partnership;

         
      (yy)

    Plan of Arrangement ” means the Plan of Arrangement set forth in Schedule A hereto;

         
      (zz)

    Release ” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered;

         
      (aaa)

    Remedial Action ” means any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean- up, remediation, closure, site restoration, remedial response or remedial work;

         
      (bbb)

    Section 3(a)10 Exemption ” has the meaning ascribed to such term in Section 2.8 of this Agreement;

         
      (ccc)

    Securities Authorities ” means the Ontario Securities Commission and the other securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan and Manitoba, collectively;

         
      (ddd)

    SEDAR ” means the System for Electronic Document Analysis and Retrieval;

         
      (eee)

    Share Exchange Ratio ” means 0.68 of an EFI Common Share for each Titan Common Share;

         
      (fff)

    Sheep Mountain Project ” means the mining claims and state mining leases comprising the Sheep Mountain uranium exploration property located in Fremont County, Wyoming, that is wholly owned, directly or indirectly, by Titan;

         
      (ggg)

    Subsidiary ” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment;

         
      (hhh)

    Superior Proposal ” shall have the meaning ascribed to such term in Section 1(d) of Schedule F;

    - 6 -



      (iii)

    Superior Proposal Notice ” shall have the meaning ascribed to such term in Section 5(c) of Schedule F;

         
      (jjj)

    Tax ” and “ Taxes ” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan premiums, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any Governmental Entity;

         
      (kkk)

    Tax Act ” means the Income Tax Act (Canada), as amended and the regulations thereunder, as amended;

         
      (lll)

    Tax Returns ” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any Governmental Entity or required to be made, prepared or filed with any Governmental Entity relating to Taxes;

         
      (mmm)

    Terminating Party ” shall have the meaning ascribed to such term in Section 8 of Schedule F;

         
      (nnn)

    “Titan Common Shares” means common shares in the capital of Titan as constituted on the date hereof;

         
      (ooo)

    Titan Disclosure Memorandum ” means the memorandum dated the date hereof delivered by Titan to EFI, as amended or supplemented from time to time in accordance with Section 3.3, with respect to certain matters in this Agreement;

         
      (ppp)

    “Titan Financial Statements” shall have the meaning ascribed to such term in Section 3.2(l) of this Agreement;

         
      (qqq)

    Titan Entity ” means any one of Titan and the Titan Material Subsidiaries, and “ Titan Entities ” means Titan and the Titan Material Subsidiaries, collectively;

         
      (rrr)

    Titan Material Subsidiaries ” means Titan Uranium USA Inc., a corporation incorporated under the laws of Nevada, and Uranium Power Corp., a corporation incorporated under the laws of British Columbia;

         
      (sss)

    Titan Meeting ” shall have the meaning ascribed to such term in Section 2(c) of Schedule B;

    - 7 -



      (ttt)

    Titan Nominees ” shall mean three individuals nominated by Titan, and approved by EFI, acting reasonably, prior to the Effective Date;

         
      (uuu)

    Titan Options ” shall have the meaning ascribed to such term in Section 3.2(b) of this Agreement;

         
      (vvv)

    Titan Option Plan ” means the amended and restated stock option plan of Titan dated January 25, 2011;

         
      (www)

    Titan Optionholders ” means, at any time, the holders of Titan Options outstanding at that time;

         
      (xxx)

    Titan Properties ” means all of the mineral properties held by Titan, including without limitation those property interests relating to the Sheep Mountain project located in Fremont County, Wyoming, the Athabasca Basin and Thelon Basin projects in Saskatchewan, the Green River South project in Emery County, Utah and the South Fork project located in Cypress Hills, Saskatchewan, as described in the Titan Public Disclosure Documents;

         
      (yyy)

    Titan Proxy Circular ” shall have the meaning ascribed to that term in Section 2(c) of Schedule B;

         
      (zzz)

    Titan Public Disclosure Documents ” shall have the meaning given to such term in Section 3.2(w) of this Agreement;

         
      (aaaa)

    Titan Resolution ” shall have the meaning ascribed to such term in Section 2(c) of Schedule B;

         
      (bbbb)

    Titan Shareholder Approval ” shall have the meaning ascribed to such term in Section 2.3(a)(ii) hereof;

         
      (cccc)

    Titan Shareholders ” means, at any time, the holders of Titan Common Shares outstanding at that time;

         
      (dddd)

    Titan Support Agreements ” means the support agreements entered into by EFI with each of Pinetree Capital Ltd., Mega Uranium Ltd., and each of the directors and officers of Titan;

         
      (eeee)

    Titan Warrants ” shall have the meaning ascribed to such term in Section 3.2(b) of this Agreement;

         
      (ffff)

    Titan Warrantholders ” means, at any time, the holders of Titan Warrants outstanding at that time;

         
      (gggg)

    TSX ” means the Toronto Stock Exchange;

         
      (hhhh)

    TSX-V ” means the TSX Venture Exchange;

         
      (iiii)

    U.S. Securities Laws” means all applicable U.S. federal and state securities laws and regulations, including, without limitation, the 1933 Act and the 1934 Act and the rules and regulations promulgated from time to time thereunder.

    - 8 -



      (jjjj)

    1933 Act ” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

         
      (kkkk)

    1934 Act ” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder; and

         
      (llll)

    1940 Act ” means the Investment Company Act of 1940, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder.


    1.2

    Interpretation Not Affected by Headings

    The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

    1.3

    Number, Gender and Persons

    In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter, and the word person and all words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any Governmental Entity, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

    1.4

    Date for any Action

    If the date on which any action is required to be taken hereunder by either Party is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

    1.5

    Statutory References

    Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

    1.6

    Currency

    Unless otherwise stated, all references in this Agreement to amounts of money are expressed in lawful money of Canada.

    1.7

    Invalidity of Provisions

    Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

    - 9 -



    1.8

    Accounting Matters

    Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under Canadian GAAP and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with Canadian GAAP.

    1.9

    Knowledge

    Where the phrases “to the knowledge of EFI” or “to EFI's knowledge” or “to the knowledge of Titan” or “to Titan's knowledge” are used: (i) in respect of EFI, and Titan, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon: (A) in the case of EFI, the collective actual knowledge (after reasonable enquiry of those who ought to know) of the President and Chief Executive Officer and the Chief Financial Officer; and (B) in the case of Titan, the collective actual knowledge (after reasonable enquiry of those who ought to know) of the President and Chief Executive Officer and the Chief Financial Officer.

    1.10

    Meaning of Certain Phrase

    In this Agreement the phrase “in the ordinary and regular course of business” shall mean and refer to those activities that are normally conducted by corporations engaged in the exploration for precious and base metals and in the construction and operation of precious and base metal mines.

    1.11

    Schedules

    The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

      Schedule Matter
         
      A Plan of Arrangement
      B Covenants
      C Mutual Conditions Precedent
      D Conditions to Obligations of EFI
      E Conditions to Obligations of Titan
      F Covenants Relating to Non-Solicitation and Break Fee

    ARTICLE 2- THE ARRANGEMENT

    2.1

    Arrangement

    At the Effective Time, the Plan of Arrangement shall become effective, with the result that, among other things, EFI will become the holder of all of the issued and outstanding Titan Common Shares with Titan becoming a wholly-owned Subsidiary of EFI and EFI shall issue EFI Common Shares to the Titan Shareholders on the basis of the Share Exchange Ratio, all as set forth in, and subject to the terms of, the Plan of Arrangement.

    - 10 -



    2.2

    Consultation

    Other than with respect to a press release by either Party announcing the termination of this Agreement in accordance with Section 6.2 of this Agreement and provided the other Party has been notified, EFI and Titan will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity, Securities Authority or stock exchange with respect thereto. Each of EFI and Titan shall use its commercially reasonable best efforts to enable each of the other of them to review and comment on all such press releases and filings prior to the release or filing, respectively, thereof.

    2.3

    Interim Order

           
    (a)

    Titan shall, as soon as reasonably practicable, apply to the Court pursuant to Subsection 192(3) of the CBCA for the Interim Order, which application shall request that the Interim Order provide:

           
    (i)

    for the class of persons to whom notice is to be provided in respect of the Arrangement and the Titan Meeting and for the manner in which such notice is to be provided;

           
    (ii)

    that the requisite approval for the Titan Resolution shall be 66 2/3 % of the votes cast on the Titan Resolution by the holders of Titan Common Shares present in person or by proxy at the Titan Meeting (the “ Titan Shareholder Approval ”);

           
    (iii)

    that in all other respects, the terms, conditions and restrictions of the Titan constating documents, including quorum requirements and other matters, shall apply in respect of the Titan Meeting;

           
    (iv)

    for the grant of Dissent Rights to the holders of Titan Common Shares;

           
    (v)

    for notice requirements with respect to the presentation of the application to the Court for the Final Order;

           
    (vi)

    that the Titan Meeting may be adjourned from time to time by management of Titan without the need for additional approval of the Court;

           
    (vii)

    that the record date for Titan Shareholders entitled to notice of and to vote at the Titan Meeting will not change in respect of any adjournment(s) of the Titan Meeting;

           
    (viii)

    notice to EFI of the Titan Meeting and the right of the representatives of EFI to attend such meeting;

           
    (ix)

    that the Plan of Arrangement may be amended as contemplated herein and in accordance with Section 7.1 without notice to or approval of any Titan Shareholders except as required by Section 7.1 or the Interim Order; and

           
    (x)

    any further provisions specified in Section 2.9.

    - 11 -



      (b)

    The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the Applications referred to in this Section shall be in a form satisfactory to EFI and Titan, acting reasonably.


    2.4

    Final Order

    If the Interim Order is obtained and Titan Shareholder Approval is obtained as provided for in the Interim Order and EFI Shareholder Approval is obtained, then subject to the terms of this Agreement, Titan shall apply to the Court for the Final Order and shall diligently pursue such Application. The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the Applications referred to in this Section shall be in a form satisfactory to EFI and Titan, acting reasonably.

    2.5

    Proxy Circulars

         
    (a)

    EFI shall prepare and file the EFI Proxy Circular, together with any other documents required by applicable Laws, in all jurisdictions where the EFI Proxy Circular is required to be filed, and mail the EFI Proxy Circular as soon as practicable, but in any event within the prescribed time in order to hold the EFI Meeting and in accordance with all applicable Laws, in and to all jurisdictions where the EFI Proxy Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable securities requirements, and not containing any material misrepresentation (as defined under applicable securities Laws) with respect thereto, other than with respect to any information relating to or provided by Titan. If, at any time prior to the Effective Date, EFI becomes aware that the EFI Proxy Circular contains a material misrepresentation, EFI shall promptly prepare a supplement or amendment to the EFI Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to EFI Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws. If, at any time prior to the Effective Date, Titan becomes aware that information relating to or provided by Titan contains a material misrepresentation, Titan shall immediately advise EFI and EFI shall promptly prepare a supplement or amendment to the EFI Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to EFI Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws.

         
    (b)

    Titan shall prepare and file the Titan Proxy Circular, together with any other documents required by applicable Laws, in all jurisdictions where the Titan Proxy Circular is required to be filed, and mail the Titan Proxy Circular as soon as practicable, but in any event within the prescribed time in order to hold the Titan Meeting and as ordered by the Interim Order, and in accordance with all applicable Laws, in and to all jurisdictions where the Titan Proxy Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable securities requirements, and not containing any material misrepresentation (as defined under applicable securities Laws) with respect thereto, other than with respect to any information relating to or provided by EFI. If, at any time prior to the Effective Date, Titan becomes aware that the Titan Proxy Circular contains a material misrepresentation, Titan shall promptly prepare a supplement or amendment to the Titan Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to Titan Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws. If, at any time prior to the Effective Date, EFI becomes aware that information relating to or provided by EFI contains a material misrepresentation, EFI shall immediately advise Titan and Titan shall promptly prepare a supplement or amendment to the Titan Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to Titan Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws.

    - 12 -



    2.6

    Effecting the Arrangement

    Subject to the rights of termination contained in Section 6.2 hereof, upon the Titan Shareholders providing Titan Shareholder Approval in accordance with the Interim Order, the EFI Shareholders providing EFI Shareholder Approval at the EFI Meeting, the Final Order being issued and satisfaction or waiver of the conditions precedent set forth in Schedules C, D and E, the Final Order shall be filed jointly by the Parties with the applicable government registrar together with such other documents as may be required to effect the Arrangement and from and after the Effective Time, the Plan of Arrangement shall have all of the effects contemplated by law, including the CBCA.

    2.7

    U.S. Tax Matters

    The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code and this Agreement is intended to be a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368(a) of the Code. Notwithstanding the foregoing, neither EFI nor Titan makes any representation or warranty to any Titan Shareholder or other holder of securities of Titan (including, without limitation, Titan Optionholders and Titan Warrantholders) regarding the United States tax treatment of this Agreement and the Arrangement, including but not limited to whether the Arrangement will qualify as a tax deferred plan of reorganization for purposes of United States federal, state or local income tax. Titan acknowledges that the Titan Shareholders, Titan Optionholders and Titan Warrantholders are relying solely on their own tax advisors in connection with this Agreement and the Arrangement and related transactions and agreements.

    2.8

    U.S. Securities Law Matters

    The parties agree that the Arrangement will be carried out with the intention that all EFI Common Shares issued on completion of the Arrangement to the Titan Shareholders will be issued by EFI in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the “ Section 3(a)(10) Exemption ”), will not be subject to registration under state “blue sky” or securities laws and will otherwise be in compliance with all U.S. Securities Laws. In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:

      (a)

    the Arrangement will be subject to the approval of the Court;

         
      (b)

    the Court will be advised as to the intention of the parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

         
      (c)

    the Court will be required to satisfy itself as to the fairness of the terms and conditions of the Arrangement to the Titan Shareholders;

    - 13 -



      (d)

    the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement are approved by the Court as being fair to the Titan Shareholders;

         
      (e)

    Titan will ensure that the Titan Shareholders, Titan Optionholders and Titan Warrantholders entitled to receive notice of the Titan Meeting will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; and

         
      (f)

    the Interim Order will specify that each Titan Shareholder, Titan Optionholder and Titan Warrantholder will have the right to appear before the Court so long as they enter an appearance within a reasonable time.


    2.9

    Options and Warrants

    Subject to subsection 2(v) of Schedule B and subsection 3.1(a) of Schedule A (as may be amended), the Parties intend that the Titan Options and Titan Warrants shall be dealt with as follows:

      (a)

    the Titan Options will expire on the Business Day immediately preceding the Effective Date; and

         
      (b)

    the holder of Titan Warrants exercised following the Effective Date shall be entitled to receive the same number of EFI Common Shares which such holder would have been entitled to receive as a result of the Share Exchange Ratio, if, on the Effective Date, the holder had been the registered holder of the number of Titan Common Shares which such holder was previously entitled to purchase.


    2.10

    Share Exchange Ratio

    The Parties intend that upon the completion of the Plan of Arrangement and the issuance of EFI Common Shares to the former Titan Shareholders pursuant to the Plan of Arrangement, Titan Shareholders will receive 0.68 of an EFI Common Share for each whole Titan Common Share owned as of the Effective Time.

    ARTICLE 3- REPRESENTATIONS AND WARRANTIES

    3.1

    Representations and Warranties of EFI

    EFI hereby represents and warrants to Titan as follows and hereby acknowledges that Titan is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:

      (a)

    Organization. Each EFI Entity has been duly incorporated and is validly subsisting under its jurisdiction of incorporation and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each EFI Entity is registered, licensed or otherwise qualified as an extra provincial corporation or a foreign corporation in each jurisdiction, as applicable, where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on EFI.

    - 14 -



      (b)

    Capitalization. EFI is authorized to issue an unlimited number of EFI Common Shares, as well as an unlimited number of preferred shares issuable in series, and an unlimited number series A preferred shares (the preferred shares collectively, the “ EFI Preferred Shares ”). As at the date hereof, there are: (i) 123,999,665 EFI Common Shares issued and outstanding; (ii) 6,620,300 EFI Options to acquire EFI Common Shares outstanding; and (iii) no EFI Preferred Shares are issued or outstanding; and (iv) 13,110,000 EFI Common Shares reserved for issuance upon the exercise of warrants (the “ EFI Warrants ”). The terms of the EFI Options and EFI Warrants are described in the EFI Disclosure Memorandum. Except for the EFI Options and EFI Warrants, and as set out in the EFI Disclosure Memorandum and pursuant to this Agreement and the transactions contemplated hereby, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating EFI to issue or sell any shares of EFI or any securities or obligations of any kind convertible into or exchangeable for any shares of EFI. All outstanding EFI Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. Except as disclosed in the EFI Disclosure Memorandum, there are no outstanding bonds, debentures or other evidences of indebtedness of EFI having the right to vote with the EFI Shareholders on any matter. Except as disclosed in the EFI Disclosure Memorandum, there are no outstanding contractual obligations of EFI to repurchase, redeem or otherwise acquire any outstanding EFI Common Shares or with respect to the voting or disposition of any outstanding EFI Common Shares.

             
      (c)

    Authority. EFI has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by EFI as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement and the EFI Disclosure Memorandum by EFI and the completion by EFI of the transactions contemplated by this Agreement have been authorized by the directors of EFI and no other corporate proceedings on the part of EFI are necessary to authorize this Agreement or to complete the transactions contemplated hereby or thereby. This Agreement and the EFI Disclosure Memorandum have been executed and delivered by EFI and constitute legal, valid and binding obligations of EFI, enforceable against EFI in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. Except as disclosed in the EFI Disclosure Memorandum, the execution and delivery by EFI of this Agreement and the EFI Disclosure Memorandum and the performance by EFI of its obligations hereunder and thereunder the completion of the Arrangement and the transactions contemplated hereby, do not and will not:

             
      (i)

    result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of:

             
      A.

    the articles or by-laws of EFI;

             
      B.

    any Law, with the exception of consents required by those laws and regulations identified in Section 3.1(d); or

    - 15 -



      C. any contract, agreement, licence or permit to which EFI is bound or is subject to or of which EFI is the beneficiary;
             
     

    in each case, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on EFI,

             
      (ii)

    give rise to or result in:

             
      A.

    any right of termination of any agreement to which an EFI Entity is a party;

             
      B.

    the cancellation, suspension or alteration in the terms of any material licence, permit or authority held by an EFI Entity; or

             
      C.

    any rights of first refusal, or trigger any provision of any agreement to which an EFI Entity is a party relating to either (A) a change in control or influence; or (B) any restriction or limitation under any agreement to which an EFI Entity is a party,

             
     

    in each case, which would, individually or in the aggregate, have a Material Adverse Effect on EFI;

             
      (iii)

    give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by an EFI Entity to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on EFI;

             
      (iv)

    result in the imposition of any Encumbrance upon any of the property or assets of the EFI Entities, restrict, hinder, impair or limit the ability of any EFI Entity to conduct the business of EFI as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on EFI; or

             
      (v)

    except as disclosed by EFI in the EFI Disclosure Memorandum, result in any material payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director or officer of an EFI Entity or increase any benefits otherwise payable under any pension or benefits plan of any EFI Entity or result in the acceleration of the time of payment or vesting of any such benefits.

             
      (d)

    Government Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by any EFI Entity (A) in connection with the execution and delivery of this Agreement or the consummation by EFI of the transactions contemplated hereby, or (B) in order that the authority of EFI to carry on its business in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the transactions contemplated herein and in the Plan of Arrangement, other than: (i) filings with and approvals required by Securities Authorities and stock exchanges; (ii) any other consents, waivers, permits, orders or approvals referred to in the EFI Disclosure Memorandum; and (iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on EFI.

    - 16 -



      (e)

    Directors' Approvals. The board of directors of EFI has received a verbal opinion from Dundee Securities Ltd., the financial advisor to EFI, that the Share Exchange Ratio pursuant to the Arrangement is fair, from a financial point of view, to the EFI Shareholders and the directors of EFI have unanimously:

           
      (i)

    determined that the Arrangement is fair to, and is in the best interests of, EFI; and

           
      (ii)

    authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.

           
      (f)

    EFI Material Subsidiaries. EFI directly owns 100% of the issued and outstanding shares of each of Energy Fuels Resources Corporation and Magnum Uranium Corp., constituting the EFI Material Subsidiaries.

           
      (g)

    Subsidiaries. Except for the EFI Material Subsidiaries or as disclosed in the EFI Disclosure Memorandum, EFI does not own a direct or indirect voting or equity interest of greater than 10% in any corporation, partnership, joint venture or other entity.

           
      (h)

    No Defaults. Except as disclosed in the EFI Disclosure Memorandum, no EFI Entity is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by an EFI Entity under any contract, agreement or licence that is material to the conduct of the business of EFI to which it is a party or by which it is bound that would, individually or in the aggregate, have a Material Adverse Effect on EFI.

           
      (i)

    Absence of Changes. Since September 30, 2009, except as set out in the EFI Disclosure Memorandum, the EFI Public Disclosure Documents or expressly contemplated by this Agreement:

           
      (i)

    each EFI Entity has conducted its business only in the ordinary and regular course of business consistent with past practice;

           
      (ii)

    EFI has not incurred or suffered a Material Adverse Effect;

           
      (iii)

    EFI has not effected any amendment to, or proposed to amend, its articles or bylaws;

           
      (iv)

    there has not been any acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the assets of or otherwise acquiring, any business or any corporation, partnership, association or other business organization or division thereof, which transaction would be material to EFI;

           
      (v)

    there has not been any sale, lease, transfer, mortgage, hypothecation or other disposition of any of its assets or properties, real, personal or mixed, immovable or movable (including securities), that are material, individually or in the aggregate, to EFI;

    - 17 -



      (vi)

    other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by any EFI Entity of any debt for borrowed money, any creation or assumption by an EFI Entity of any Encumbrance, any making by an EFI Entity of any loan, advance or capital contribution to or investment in any other person (other than the Bridge Loan, or loans and advances in an aggregate amount that do not exceed $25,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by an EFI Entity of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on EFI;

         
      (vii)

    other than in the ordinary and regular course of business consistent with past practice, there has not been, nor has any EFI Entity agreed to, any material increase in or modification of the compensation payable to or to become payable by an EFI Entity to any of its respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of EFI Options) made to, for or with any of such directors or officers;

         
      (viii)

    EFI has not effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the outstanding EFI Common Shares, declaration or payment of any dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares;

         
      (ix)

    other than the adoption of IFRS, EFI has not effected any material change in its accounting methods, principles or practices; and

         
      (x)

    No EFI Entity has adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.


      (j)

    Contracts and Commitments. Except as disclosed in this Agreement or in the EFI Disclosure Memorandum, all material agreements to which any EFI Entity is a party or by which it is bound: (i) are valid, binding, in full force and effect in all material respects and enforceable by such EFI Entity in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not, by their terms, require the consent of any of the parties thereto to the Arrangement or any of the transactions contemplated thereby. Except as disclosed in the EFI Disclosure Memorandum, no material agreement or other agreement to which any EFI Entity is a party commits such EFI Entity to a capital expenditure in excess of $25,000.

         
      (k)

    Employment Agreements. Other than as disclosed in the EFI Disclosure Memorandum:

    - 18 -



      (i)

    no EFI Entity is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of an EFI Entity that cannot be terminated without payment of a maximum of three (3) times such individual's monthly salary, recognising that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than three (3) times an individual's monthly salary;

         
      (ii)

    the EFI Entities do not have any employee or consultant whose employment or contract cannot be terminated without payment upon a maximum of three (3) months' notice;

         
      (iii)

    no EFI Entity is: (a) a party to any collective bargaining agreement, (b) to the knowledge of EFI, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement, or (c) subject to any current, or to the knowledge of EFI, pending or threatened strike or lockout;

         
      (iv)

    there are no severance payments or termination payments that any EFI Entity is obligated to pay as a result of completion of the Plan of Arrangement, including without limitation, to any consultants, directors, officers, employees or agents;

         
      (v)

    no EFI Entity is subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the knowledge of EFI, pending or threatened, or any litigation, actual or, to the knowledge of EFI, pending or threatened, relating to employment or termination of employment of employees or independent contractors; and

         
      (vi)

    the EFI Entities have operated in all material respects in accordance with all applicable Laws with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations and there are no current, or, to the knowledge of EFI, pending or threatened, material proceedings before any board or tribunal with respect to any of the above areas.


      (l)

    Financial Matters. The audited consolidated balance sheets, audited statement of operations and retained earnings (deficit) and audited consolidated statements of cash flows of EFI for the financial year ended September 30, 2010 and the unaudited consolidated balance sheets, unaudited statement of operations and retained earnings (deficit) and unaudited statements of cash flows of EFI for the nine months ended June 30, 2011 (the “ EFI Historic Financial Statements”) were, and the audited consolidated balance sheets, audited statement of operations and retained earnings (deficit) and audited consolidated statements of cash flows of EFI for the financial year ended September 30, 2011 (the “ EFI 2011 Annual Financial Statements ”, and collectively with the EFI Historic Financial Statements, the “ EFI Financial Statements ”) will be, when issued and filed, prepared in accordance with Canadian GAAP, consistently applied, and fairly present in all material respects the financial condition of EFI at the respective dates indicated and the results of operations of EFI for the periods covered on a consolidated basis. Except as disclosed in the EFI Historic Financial Statements, EFI has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring the EFI Properties), which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on EFI, and liabilities incurred by EFI related to the transaction contemplated by this Agreement.

    - 19 -



      (m)

    Books and Records. The corporate records and minute books of EFI have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not omit material information required to be included. Financial books and records and accounts of EFI in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of EFI; and (iii) accurately and fairly reflect the basis for the EFI Financial Statements.

         
      (n)

    Litigation. Except as disclosed in the EFI Disclosure Memorandum and except with respect to matters relating to the environment or Environmental Laws (which are addressed in subsection 3.1(s) below), there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of EFI, threatened against or relating to an EFI Entity or affecting any of its properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on EFI. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of EFI, threatened against or relating to any EFI Entity before any Governmental Entity. No EFI Entity or any of its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of an EFI Entity to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not have a Material Adverse Effect on EFI.

         
      (o)

    Title to Properties and Condition of Assets. Except as disclosed in the EFI Public Disclosure Documents, applying customary standards in the mining industry, the EFI Entities have sufficient title to or valid leasehold interests in the EFI Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Encumbrance, except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on EFI. Each lease and agreement granting rights to the EFI Properties is in full force and effect and constitutes a legal, valid and binding agreement of an EFI Entity and no EFI Entity is in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. Furthermore, all real and tangible personal property of the EFI Entities is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on EFI.

    - 20 -



      (p)

    Mineral Reserves and Resources. The most recent estimated measured, indicated and inferred mineral resources of the EFI Entities disclosed in the EFI Public Disclosure Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material reduction (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of the EFI Entities, taken as a whole, from the amounts disclosed in the EFI Public Disclosure Documents. The EFI Entities have no estimated proven or probable mineral reserves.

           
      (q)

    Operational Matters. Except as would not reasonably be expected to have a Material Adverse Effect on EFI:

           
      (i)

    all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of any EFI Entity have been properly and timely paid or accrued; and

           
      (ii)

    all mining-related activities where an EFI Entity is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws.

           
      (r)

    Insurance. Each EFI Entity, as applicable, maintains policies of insurance with reputable insurers and in amounts covering such risks and with those deductibles as are adequate and usual for companies of a similar size operating in the mining industry. The policies and the coverage provided thereunder are in full force and effect and the particular EFI Entity is in good standing under each policy. No EFI Entity has received notice of, nor has any knowledge of, any fact, condition or circumstance which might reasonably form the basis of any claim, dispute, liability, obligation, action, debt, proceeding or litigation against any EFI Entity which is not in all material respects covered by insurance (subject to standard deductibles) maintained by it and which could have a Material Adverse Effect on EFI.

           
      (s)

    Environmental.

           
     

    Except as disclosed in the EFI Public Disclosure Documents or in the EFI Disclosure Memorandum:

           
      (i)

    the EFI Entities have been and are operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI;

           
      (ii)

    all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any EFI Entity of the real property, assets, mines and other facilities owned or used by such EFI Entity and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of EFI, any pending or threatened legal or administrative proceedings, and there are to the knowledge of EFI, no proposals to amend, revoke or replace such material Environmental Approvals;

    - 21 -



      (iii)

    the EFI Properties have not been used by any EFI Entity, or to the knowledge of EFI, any other person previously or currently in control of the EFI Properties, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on EFI. No EFI Entity nor, to the knowledge of EFI, any other person in control of any of the EFI Properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of the EFI Properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of EFI's properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, there are no Hazardous Substances at, in, on, under or migrating from any of the EFI Properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on EFI;

         
      (iv)

    no EFI Entity nor any other person for whose actions EFI may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of EFI, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against any EFI Entity, except to the extent that any non-compliance would no reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, no site or facility now or previously owned, operated or leased by EFI is listed or, to the knowledge of EFI, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action;

         
      (v)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect on EFI, no EFI Entity nor any other person for whose actions any EFI Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the EFI Properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of EFI have a Material Adverse Effect on EFI; or (ii) would reasonably be expected to result in imposition of a lien, charge or other encumbrance or the expropriation on any of its properties or the assets of any EFI Entity; and

    - 22 -



      (vi)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to EFI and except as disclosed by EFI in the EFI Public Disclosure Documents, no EFI Entity has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.

           
      (t)

    Tax Matters. Except as disclosed in the EFI Public Disclosure Documents or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to EFI:

           
      (i)

    each EFI Entity has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

           
      (ii)

    each EFI Entity has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld all Taxes, payroll deductions and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it;

           
      (iii)

    the charges, accruals and reserves for Taxes reflected on the EFI Historic Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are adequate under Canadian GAAP to cover Taxes with respect to any member of the EFI Group, as applicable, accruing through the date hereof;

           
      (iv)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of EFI, threatened against any EFI Entity that propose to assess Taxes in addition to those reported in the Tax Returns; and

           
      (v)

    no waiver of any statute of limitations with respect to Taxes has been given or requested with respect to any EFI Entity.

           
      (u)

    Pension and Employee Benefits. Where applicable, each EFI Entity has complied with all of the terms of the pension and other employee compensation and benefit obligations of such EFI Entity, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon such EFI Entity, as the case may be, other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on EFI.

    - 23 -



      (v)

    Reporting Status. EFI is a reporting issuer or its equivalent in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The EFI Common Shares are listed on the TSX.

         
      (w)

    Reports. Since September 30, 2009, EFI has timely filed with the Securities Authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to herein as the “ EFI Public Disclosure Documents ”) . The EFI Public Disclosure Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation (as defined by Securities Authorities) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the requirements of applicable securities Laws, including the rules, policies and instruments of all Securities Authorities having jurisdiction over EFI. EFI has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self- regulatory authority which at the date hereof remains confidential.

         
      (x)

    Compliance with Laws. Except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.1(s) above), each EFI Entity has complied with and is not in violation of any applicable Law other than such non- compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on EFI.

         
      (y)

    Restrictions on Business Activities. Except as disclosed in the EFI Disclosure Memorandum, there is no agreement, judgment, injunction, order or decree binding upon EFI that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any material business practice of EFI, any acquisition of material property by EFI or the conduct of business by EFI as currently conducted.

         
      (z)

    No Cease Trade. EFI is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of EFI, no investigation or other proceedings involving EFI that may operate to prevent or restrict trading of any securities of EFI are currently in progress or pending before any applicable stock exchange or Securities Authority.

         
      (aa)

    No Option on Assets. Except as disclosed in the EFI Disclosure Memorandum, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from any EFI Entity of any of the material assets of such EFI Entity, other than as described or contemplated herein.

         
      (bb)

    Certain Contracts. Except as disclosed in the EFI Disclosure Memorandum, EFI is not a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to: (i) limit the manner or the localities in which all or any material portion of the business of EFI is conducted (ii) limit any business practice of EFI in any material respect; or (iii) restrict any acquisition or disposition of any property by EFI in any material respect.

    - 24 -



      (cc)

    No Indebtedness. EFI does not owe any money to, does not have any present loans to, has not borrowed any monies from, or is not otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm's length” (as such term is defined in the Tax Act) with EFI, except as set forth in the EFI Historic Financial Statements.

         
      (dd)

    No Agreement to Merge. Except for the LOI and this Agreement, EFI does not have any agreement of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations.

         
      (ee)

    No Significant Transactions. There are no “significant acquisitions”, “significant dispositions” and “significant probable acquisitions”, as such terms are defined in applicable securities Laws, for which EFI is required, pursuant to applicable securities Laws, to prepare financial disclosure.

         
      (ff)

    Disclosure Controls and Procedures. EFI has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by EFI under applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported within the time periods specified in the applicable Laws. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by EFI in EFI's reports and other filings under applicable laws (including applicable securities Laws) is accumulated and communicated to EFI's management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

         
      (gg)

    Accounting Controls. EFI maintains internal control over financial reporting. EFI believes such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (i) pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the assets of the EFI Entities; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP that the receipts and expenditures of EFI is being made only in accordance with authorizations of management and directors of EFI; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of EFI's assets that could have a material effect on its financial statements. There are no significant deficiencies in the design or operation of, or material weaknesses in, EFI's internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, and there is no known fraud that involves management or other employees who have a significant role in EFI's internal control over financial reporting. Since September 30, 2010, EFI has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of EFI regarding questionable accounting or auditing matters.

         
      (hh)

    Disclosure of Material Contracts. Since September 30, 2009, all contracts and agreements required to be filed by EFI on SEDAR pursuant to applicable securities Laws have been filed on SEDAR by EFI and, except as set out in the EFI Disclosure Memorandum, or as contemplated herein, EFI has not approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by EFI, whether by asset sale, transfer of shares or otherwise.

    - 25 -



      (ii)

    Foreign Private Issuer. EFI is a “foreign private issuer” as defined in Rule 405 under the 1933 Act.

         
      (jj)

    Investment Company Status. EFI is not registered, and is not required to be registered, as an “investment company” under the 1940 Act.

         
      (kk)

    Vote Required. EFI Shareholder Approval requires the approval of a majority of the votes cast on the matter by EFI Shareholders at the EFI Meeting and is necessary to approve the Arrangement.

         
      (ll)

    No Broker's Commission. Except as disclosed in the EFI Disclosure Memorandum, EFI has not entered into any agreement that would entitle any person to any valid claim against EFI for a broker's commission, finder's fee or any like payment in respect of the Arrangement or any other matter contemplated by this Agreement.

         
      (mm)

    Property and Related Payments. Except as disclosed in the EFI Disclosure Memorandum, no EFI Entity is required, pursuant to any agreement to which it is a party, to make any payment to earn or acquire an interest in any property or on account of any royalty in respect of any property, other than payments to Governmental Entities.

         
      (nn)

    1934 Act Matters. No securities of EFI or any of its subsidiaries are registered or required to be registered under Section 12 of the 1934 Act, and neither EFI nor any of its subsidiaries is required to file reports under Section 13 or Section 15(d) of the 1934 Act.


    3.2

    Representations and Warranties of Titan

    Titan hereby represents and warrants to EFI as follows and hereby acknowledges that EFI is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement as follows:

      (a)

    Organization. Each Titan Entity has been duly incorporated and is validly subsisting under its jurisdiction of incorporation, and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each Titan Entity is registered, licensed or otherwise qualified as an extra provincial corporation or a foreign corporation, as applicable, in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on Titan.

         
      (b)

    Capitalization. Titan is authorized to issue an unlimited number of Titan Common Shares. As at the date hereof, there are: (i) 129,787,967 Titan Common Shares issued and outstanding; (ii) pursuant to the Titan Option Plan, options to acquire an aggregate of 6,481,000 Titan Common Shares outstanding (the “ Titan Options ”); and (iii) 20,652,191 share purchase warrants to acquire Titan Common Shares, including warrants exercisable for one whole Titan Common Share and warrants exercisable to purchase units consisting of one Titan Common Share and one warrant to purchase Titan Common Shares (collectively the “ Titan Warrants ”). The exercise prices, expiration dates and terms of the Titan Options and Titan Warrants are described in the Titan Disclosure Memorandum. Except for the Titan Options and Titan Warrants, and as set out in the Titan Disclosure Memorandum and pursuant to this Agreement and the transactions contemplated hereby, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Titan to issue or sell any shares of Titan or any securities or obligations of any kind convertible into or exchangeable for any shares of Titan. All outstanding Titan Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. Except as disclosed in the Titan Disclosure Memorandum, there are no outstanding bonds, debentures or other evidences of indebtedness of Titan having the right to vote with the Titan Shareholders on any matter. Except as disclosed in the Titan Disclosure Memorandum, there are no outstanding contractual obligations of Titan to repurchase, redeem or otherwise acquire any outstanding Titan Common Shares or with respect to the voting or disposition of any outstanding Titan Common Shares.

    - 26 -



      (c)

    Authority. Titan has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Titan as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement and the Titan Disclosure Memorandum by Titan and the completion by Titan of the transactions contemplated by this Agreement have been authorized by the directors of Titan and no other corporate proceedings on the part of Titan are necessary to authorize this Agreement or to complete the transactions contemplated hereby or thereby. This Agreement and the Titan Disclosure Memorandum have been executed and delivered by Titan and constitute legal, valid and binding obligations of Titan, enforceable against Titan in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. Except as disclosed in the Titan Disclosure Memorandum, the execution and delivery by Titan of this Agreement and the Titan Disclosure Memorandum and the performance by Titan of its obligations hereunder and thereunder the completion of the Arrangement and the transactions contemplated hereby, do not and will not:

             
      (i)

    result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of:

             
      A.

    the articles or by-laws (or their equivalent) of any Titan Entity;

             
      B.

    any Law, with the exception of consents required by those laws and regulations identified in Section 3.2(d); or

             
      C.

    any contract, agreement, licence or permit to which Titan is bound or is subject to or of which Titan is the beneficiary;

             
     

    in each case, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Titan,

             
      (ii)

    give rise to or result in:

    - 27 -



      D.

    any right of termination of any agreement to which a Titan Entity is a party;

         
      E.

    the cancellation, suspension or alteration in the terms of any material licence, permit or authority held by a Titan Entity; or

         
      F.

    any rights of first refusal, or trigger any provision of any agreement to which a Titan Entity is a party relating to either (A) a change in control or influence; or (B) any restriction or limitation under any agreement to which a Titan Entity is a party,


     

    in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Titan;

         
      (iii)

    give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by a Titan Entity to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on Titan;

         
      (iv)

    result in the imposition of any Encumbrance upon any of the property or assets of the Titan Entities, restrict, hinder, impair or limit the ability of any Titan Entity to conduct its business of Titan as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Titan; or

         
      (v)

    except as disclosed by Titan in the Titan Disclosure Memorandum, result in any material payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director or officer of a Titan Entity or increase any benefits otherwise payable under any pension or benefits plan of any Titan Entity or result in the acceleration of the time of payment or vesting of any such benefits.


      (d)

    Government Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by any Titan Entity (A) in connection with the execution and delivery of this Agreement or the consummation by Titan of the transactions contemplated hereby, or (B) in order that the authority of Titan to carry on its business in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the transactions contemplated herein and in the Plan of Arrangement, other than: (i) filings with and approvals required by Securities Authorities and stock exchanges; (ii) any other consents, waivers, permits, orders or approvals referred to in the Titan Disclosure Memorandum; and (iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Titan..

         
      (e)

    Directors' Approvals. The board of directors of Titan has received a written opinion from Bayfront Capital Partners, the financial advisor to Titan, that the Share Exchange Ratio pursuant to the Arrangement is fair, from a financial point of view, to the Titan Shareholders and the directors of Titan have unanimously:

    - 28 -



      (i)

    determined that the consideration offered pursuant to the Arrangement is fair to the Titan Shareholders and the Arrangement is in the best interests of Titan;

           
      (ii)

    resolved to recommend that the Titan Shareholders vote in favour of the Titan Resolution; and

           
      (iii)

    authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.

           
      (f)

    Titan Subsidiaries. Titan directly owns 100% of the issued and outstanding shares of Uranium Power Corp., which in turn owns 100% of the issued and outstanding shares of Titan Uranium USA Inc., which two corporations constitute the Titan Material Subsidiaries.

           
      (g)

    No Other Subsidiaries. Except for the Titan Material Subsidiaries, or as disclosed in the Titan Disclosure Memorandum, Titan does not own a direct or indirect voting or equity interest of greater than 10% in any corporation, partnership, joint venture or other entity.

           
      (h)

    No Defaults . Except as disclosed in the Titan Disclosure Memorandum, no Titan Entity is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by a Titan Entity under any contract, agreement or licence that is material to the conduct of the business of that Titan Entity to which it is a party or by which it is bound that would, individually or in the aggregate, have a Material Adverse Effect on Titan.

           
      (i)

    Absence of Changes. Since August 31, 2009, except as disclosed in the Titan Disclosure Memorandum, in the Titan Public Disclosure Documents or expressly contemplated by this Agreement:

           
      (i)

    the Titan Entities have conducted their business only in the ordinary and regular course of business consistent with past practice;

           
      (ii)

    Titan has not incurred or suffered a Material Adverse Effect;

           
      (iii)

    Titan has not effected any amendment to, or proposed to amend, its articles or bylaws;

           
      (iv)

    there has not been any acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the assets of or otherwise acquiring, any business or any corporation, partnership, association or other business organization or division thereof, which transaction would be material to Titan;

           
      (v)

    there has not been any sale, lease, transfer, mortgage, hypothecation or other disposition of any of the assets or properties, real, personal or mixed, immovable or movable (including securities) of the Titan Entities, that are material, individually or in the aggregate, to Titan, except for the Canadian Asset Sale;

           
      (vi)

    other than in the ordinary and regular course of business consistent with past practice, and other than the Bridge Loan and Pinetree Bridge Loan, there has not been any incurrence, assumption or guarantee by a Titan Entity of any debt for borrowed money, any creation or assumption by a Titan Entity of any Encumbrance, any making by a Titan Entity of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount that does not exceed $25,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by a Titan Entity of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on Titan;

    - 29 -



      (vii)

    other than in the ordinary and regular course of business consistent with past practice, there has not been, nor has any Titan Entity agreed to, any material increase in or modification of the compensation payable to or to become payable by any Titan Entity to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of Titan Options) made to, for or with any of such directors or officers;

           
      (viii)

    Titan has not effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the outstanding Titan Common Shares, declaration or payment of any dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares;

           
      (ix)

    other than the adoption of IFRS, Titan has not effected any material change in its accounting methods, principles or practices; and

           
      (x)

    no Titan Entity has adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

           
      (j)

    Contracts and Commitments. Except as disclosed in this Agreement or in the Titan Disclosure Memorandum, all material agreements to which any Titan Entity is a party or by which it is bound: (i) are valid, binding, in full force and effect in all material respects and enforceable by such Titan Entity in accordance with their terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not, by their terms, require the consent of any of the parties thereto to the Arrangement or any of the transactions contemplated thereby. Except as disclosed in the Titan Disclosure Memorandum, no material agreement or other agreement to which Titan is a party commits Titan or to a capital expenditure in excess of $25,000.

           
      (k)

    Employment Agreements. Other than as disclosed in the Titan Disclosure Memorandum:

           
      (i)

    no Titan Entity is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of any Titan Entity that cannot be terminated without payment of a maximum of three (3) times such individual's monthly salary, recognising that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than three (3) times an individual's monthly salary;

    - 30 -



      (ii)

    no Titan Entity has any employee or consultant whose employment or contract with such Titan Entity cannot be terminated without payment upon a maximum of three (3) months' notice;

           
      (iii)

    no Titan Entity is subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the knowledge of Titan, pending or threatened, or any litigation, actual or, to the knowledge of Titan, pending or threatened, relating to employment or termination of employment of employees or independent contractors;

           
      (iv)

    the Titan Entities have operated in all material respects in accordance with all applicable Law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations and there are no current, or, to the knowledge of Titan, pending or threatened, material proceedings before any board or tribunal with respect to any of the above areas;

           
      (v)

    there are no severance payments or termination payments that any Titan Entity is obligated to pay, including without limitation, to any consultants, directors, officers, employees or agents; and

           
      (vi)

    no Titan Entity: (a) is a party to any collective bargaining agreement; (b) is, to the knowledge of Titan, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement; or (c) is subject to any current, or to the knowledge of Titan, pending or threatened, strike or lockout.

           
      (l)

    Financial Matters. The audited consolidated balance sheets, audited statement of operations and retained earnings (deficit) and audited consolidated statements of cash flows of Titan for the financial year ended August 31, 2010 and the unaudited consolidated balance sheets, unaudited statement of operations and retained earnings (deficit) and unaudited statements of cash flows of Titan for the nine months ended May 31, 2011 (the “ Titan Historic Financial Statements ”) were, and the audited consolidated balance sheets, audited statement of operations and retained earnings (deficit) and audited consolidated statements of cash flows of Titan for the financial year ended August 31, 2011 (the “ Titan 2011 Annual Financial Statements ”, and collectively with the Titan Historic Financial Statements, the “ Titan Financial Statements ”) will be, when issued and filed, prepared in accordance with Canadian GAAP, consistently applied, and fairly present in all material respects the financial condition of Titan at the respective dates indicated and the results of operations of Titan for the periods covered on a consolidated basis. Except as disclosed in the Titan Historic Financial Statements, Titan has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring the Titan Properties), which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Titan, and liabilities incurred by Titan related to the transaction contemplated by this Agreement.

    - 31 -



      (m)

    Books and Records. The corporate records and minute books of Titan have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not omit material information required to be included. Financial books and records and accounts of Titan in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Titan; and (iii) accurately and fairly reflect the basis for the Titan Historic Financial Statements.

         
      (n)

    Litigation. Except as disclosed in the Titan Disclosure Memorandum and except with respect to matters relating to the environment or Environmental Laws (which are addressed in subsection 3.2(s) below), there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Titan, threatened against or relating to a Titan Entity or affecting any of its respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Titan. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Titan, threatened against or relating to a Titan Entity before any Governmental Entity. No Titan Entity or any of its properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of the Titan Entity to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not have a Material Adverse Effect on Titan.

         
      (o)

    Title to Properties and Condition of Assets. Except as disclosed in the Titan Public Disclosure Documents, applying customary standards in the mining industry, the Titan Entities have sufficient title to or valid leasehold interests in the Titan Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Encumbrance, except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Titan. Each lease and agreement granting rights to the Titan Properties is in full force and effect and constitutes a legal, valid and binding agreement of a Titan Entity and such Titan Entity is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Titan. Furthermore, all real and tangible personal property of the Titan Entities is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on Titan.

    - 32 -



      (p)

    Mineral Reserves and Resources. The most recent estimated measured, indicated and inferred mineral resources and probable mineral reserves of the Titan Entities disclosed in the Titan Public Disclosure Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material reduction (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of the Titan Entities, taken as a whole, from the amounts disclosed in the Titan Public Disclosure Documents.

           
      (q)

    Operational Matters.

           
     

    Except as would not reasonably be expected to have a Material Adverse Effect on Titan:

           
      (i)

    all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of the Titan Entities have been properly and timely paid or accrued; and

           
      (ii)

    all mining-related activities where a Titan Entity is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws.

           
      (r)

    Insurance . Each Titan Entity, as applicable, maintains policies of insurance with reputable insurers and in amounts covering such risks and with those deductibles as are adequate and usual for companies of a similar size operating in the mining industry. The policies and the coverage provided thereunder are in full force and effect and the particular Titan Entity is in good standing under each policy. No Titan Entity has received notice of, nor has any knowledge of, any fact, condition or circumstance which might reasonably form the basis of any claim, dispute, liability, obligation, action, debt, proceeding or litigation against any Titan Entity which is not in all material respects covered by insurance (subject to standard deductibles) maintained by it and which could have a Material Adverse Effect on Titan.

           
      (s)

    Environmental.

           
     

    Except as disclosed in the Titan Public Disclosure Documents:

           
      (i)

    each Titan Entity has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Titan;

           
      (ii)

    all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any Titan Entity of the real property, assets, mines and other facilities owned or used by any Titan Entity and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of Titan, any pending or threatened legal or administrative proceedings, and there are to the knowledge of Titan, no proposals to amend, revoke or replace such material Environmental Approvals;

    - 33 -



      (iii)

    the Titan Properties have not been used by any Titan Entity, or to the knowledge of Titan, any other person previously or currently in control of the Titan Properties, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on Titan. No Titan Entity, nor, to the knowledge of Titan, any other person in control of any of the Titan Properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Titan Properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on Titan. To the knowledge of Titan, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of Titan Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Titan. To the knowledge of Titan, there are no Hazardous Substances at, in, on, under or migrating from any of Titan Properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on Titan;

         
      (iv)

    no Titan Entity nor any other person for whose actions Titan may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of Titan, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Titan, except to the extent that any non-compliance would no reasonably be expected to have a Material Adverse Effect on Titan. To the knowledge of Titan, no site or facility now or previously owned, operated or leased by Titan is listed or, to the knowledge of Titan, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action;

         
      (v)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect on Titan, no Titan Entity nor any other person for whose actions any Titan Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of Titan's properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of Titan have a Material Adverse Effect on Titan; or (ii) would reasonably be expected to result in imposition of a lien, charge or other encumbrance or the expropriation on any of its properties or the assets of any Titan Entity; and

    - 34 -



      (vi)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Titan and except as disclosed by Titan in the Titan Public Disclosure Documents, no Titan Entity has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.

             
      (t)

    Tax Matters. Except as disclosed in the Titan Public Disclosure Documents or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Titan:

             
      (i)

    each Titan Entity has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

           
    (ii)

    each Titan Entity has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld all Taxes and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it;

           
      (iii)

    the charges, accruals and reserves for Taxes reflected on the Titan Historic Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are adequate under Canadian GAAP to cover Taxes with respect to any Titan Entity accruing through the date hereof;

           
      (iv)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Titan, threatened against any Titan Entity that propose to assess Taxes in addition to those reported in the Tax Returns; and

           
      (v)

    no waiver of any statute of limitations with respect to Taxes has been given or requested with respect to any Titan Entity.

             
      (u)

    Pension and Employee Benefits. Where applicable, each Titan Entity has complied with all of the terms of the pension and other employee compensation and benefit obligations of such Titan Entity, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon such Titan Entity other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on Titan.

    - 35 -



      (v)

    Reporting Status. Titan is a reporting issuer or its equivalent in each of the Provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Titan Common Shares are listed on the TSX-V and the FSE.

         
      (w)

    Reports. Since August 31, 2009, Titan has filed with the Securities Authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to herein as the “ Titan Public Disclosure Documents ”). The Titan Public Disclosure Documents, at the time filed or, if amended, as of the date of such amendment: (a) did not contain any misrepresentation (as defined by Securities Authorities) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (b) complied in all material respects with the requirements of applicable securities Laws, including the rules, policies and instruments of all Securities Authorities having jurisdiction over Titan. Titan has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

         
      (x)

    Compliance with Laws. Except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.2(s) above), each Titan Entity has complied with and is not in violation of any applicable Law other than such non- compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Titan.

         
      (y)

    Restrictions on Business Activities. Except as disclosed in the Titan Disclosure Memorandum, there is no agreement, judgment, injunction, order or decree binding upon Titan that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any material business practice of Titan or any acquisition of material property by Titan or the conduct of business by Titan as currently conducted.

         
      (z)

    No Cease Trade. Titan is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of Titan, no investigation or other proceedings involving Titan that may operate to prevent or restrict trading of any securities of Titan are currently in progress or pending before any applicable stock exchange or Securities Authority.

         
      (aa)

    No Option on Assets. Except as disclosed in the Titan Disclosure Memorandum, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from any Titan Entity of any of the material assets of such Titan Entity, other than as described or contemplated herein.

         
      (bb)

    Certain Contracts. Except as disclosed in the Titan Disclosure Memorandum, Titan is not a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to: (i) limit the manner or the localities in which all or any material portion of the business of Titan; (ii) limit any business practice of Titan in any material respect; or (iii) restrict any acquisition or disposition of any property by Titan in any material respect.

    - 36 -



      (cc)

    No Indebtedness. Except for the Bridge Loan and Pinetree Bridge Loan and as disclosed in the Titan Disclosure Memorandum, Titan does not owe any money to, does not have any present loans to, has not borrowed any monies from, or is not otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm's length” (as such term is defined in the Tax Act ) with Titan, except as set forth in the Titan Historic Financial Statements.

         
      (dd)

    No Agreement to Merge. Except for the LOI and this Agreement, Titan does not have any agreement of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations.

         
      (ee)

    No Significant Transactions. There are no “significant acquisitions”, “significant dispositions” and “significant probable acquisitions”, as such terms are defined in applicable securities Laws, for which Titan is required, pursuant to applicable securities Laws, to prepare additional financial disclosure for the Titan Proxy Circular.

         
      (ff)

    Disclosure Controls and Procedures. Titan has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by Titan under applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported within the time periods specified in the applicable Laws. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Titan in Titan’s reports and other filings under applicable laws (including applicable securities Laws) is accumulated and communicated to Titan's management, including its President and Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

         
      (gg)

    Accounting Controls. Titan maintains internal control over financial reporting. Titan believes such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (i) pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the assets of the Titan Entities; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP that the receipts and expenditures of Titan being made only in accordance with authorizations of management and directors of Titan; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Titan’s assets that could have a material effect on its financial statements. There are no significant deficiencies in the design or operation of, or material weaknesses in, Titan’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, and there is no known fraud that involves management or other employees who have a significant role in Titan’s internal control over financial reporting. Since August 31, 2010, Titan has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of Titan regarding questionable accounting or auditing matters.

         
      (hh)

    Disclosure of Material Contracts. Except as set out in the Titan Disclosure Memorandum, since August 31, 2009 all contracts and agreements required to be filed on SEDAR by Titan pursuant to applicable securities Laws have been filed on SEDAR by Titan and, except as set out in the Titan Disclosure Memorandum, or as contemplated herein, Titan has not approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by Titan, whether by asset sale, transfer of shares or otherwise.

    - 37 -



      (ii)

    Foreign Private Issuer. Titan is a “foreign private issuer” as defined in Rule 405 under the 1933 Act.

           
      (jj)

    Investment Company Status. Titan is not registered, and is not required to be registered, as an “investment company”, under the 1940 Act.

           
      (kk)

    Vote Required. Subject to the Interim Order, the Titan Shareholder Approval is the only vote of the holders of any class or series of the Titan Common Shares, Titan Options or Titan Warrantholders, as applicable, necessary to approve this Agreement and the Arrangement.

           
      (ll)

    No Broker's Commission. Titan has not entered into any agreement that would entitle any person to any valid claim against Titan for a broker's commission, finder's fee or any like payment in respect of the Arrangement or any other matter contemplated by this Agreement, except for the fees and expenses disclosed by Titan.

           
      (mm)

    Property and Related Payments . Except as disclosed in the Titan Disclosure Memorandum, Titan is not required, pursuant to any agreement to which it is a party, to make any payment to earn or acquire an interest in any property or on account of any royalty in respect of any property, other than payments to Governmental Entities.

           
      (nn)

    1934 Act Matters. No securities of Titan or any of its subsidiaries are registered or required to be registered under Section 12 of the 1934 Act, and neither Titan nor any of its subsidiaries is required to file reports under Section 13 or Section 15(d) of the 1934 Act.

           
      (oo)

    HSR Act. Titan, including all entities “controlled by” Titan for purposes of the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 , as amended, and the rules and regulations promulgated from time to time thereunder, does not, and prior to completion of the Arrangement will not, hold assets located in the United States with a fair market value in excess of US$66 million in the aggregate, and does not, and prior to the completion of the Arrangement will not, have aggregate sales in or into the United States in excess of US$66 million during its most recently completed fiscal year.

           
      (pp)

    Canadian Exploration Expense. In connection with the private placement of flow- through shares completed by Titan on November 30, 2010 in respect of which Titan renounced, effective December 31, 2011, Canadian exploration expenditures (as defined in the Tax Act) totalling $1,825,725, Titan has:

           
      (i)

    made all such filings as are required under the Tax Act in respect of such private placement and such renunciation; and

           
      (ii)

    has incurred during the time period prescribed by the Tax Act and prior to the date hereof expenditures which qualify as “flow-through mining expenditures” for purposes of the Tax Act in an amount not less than the amount of Canadian exploration expenditures renounced to the subscribers for such flow-through shares.

    - 38 -



    3.3

    Additional Disclosures

    All exceptions to the warranties and covenants in this Agreement that refer to the EFI Disclosure Memorandum, the EFI Public Disclosure Documents, the Titan Disclosure Memorandum, or the Titan Public Disclosure Documents shall mean the information disclosed in such documents as at the date of this Agreement. No information disclosed in any additional public filings or amendments or supplements to any such disclosure documents or memoranda by a Party after the date of this Agreement shall be binding on the other Party unless the other Party otherwise agrees in writing. A Party may consent in writing to changes to the representations and warranties of the other Party after the date of this Agreement.

    3.4

    Survival of Representations and Warranties

    The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the Effective Date. Any investigation by EFI or Titan and their respective advisors shall not mitigate, diminish or affect the representations and warranties contained in this Agreement.

    ARTICLE 4 - COVENANTS

    4.1

    Covenants of EFI and Titan

    Each of the Parties hereby covenant as set forth in Schedule B hereof.

    ARTICLE 5- CONDITIONS

    5.1

    Mutual Conditions

    The respective obligations of the Parties to complete the transactions contemplated herein are subject to the fulfillment of the conditions set forth in Schedules C, D and E hereto.

    5.2

    Notice and Cure Provisions

    Each Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could:

      (a)

    cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;

         
      (b)

    result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party prior to the Effective Date; or

         
      (c)

    result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Schedules C, D and E hereto, as the case may be.

    - 39 -


    Neither Party may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in Schedules C, D and E hereto, as applicable, not being satisfied or waived or (b) exercise any termination right arising therefrom; unless (i) promptly and in any event prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Titan Meeting, then such meeting shall be adjourned or postponed until the expiry of such period.

    5.3

    Merger of Conditions

    Upon the issuance of the Final Order and the closing of the transaction contemplated in this Agreement and the Plan of Arrangement, the conditions set out in Schedules C, D and E hereto shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Effective Time.

    ARTICLE 6 - NON-SOLICITATION AND TERMINATION

    6.1

    Covenant Regarding Non-Solicitation

    The Parties covenant as set forth in Schedule F.

    6.2

    Termination

    Subject to Section 8 of Schedule F to this Agreement, this Agreement may be terminated at any time:

      (a)

    by mutual written agreement of the Parties;

           
      (b)

    by either EFI or Titan if:

           
      (i)

    the board of directors of Titan has made a Change in Recommendation; or

           
      (ii)

    Titan has entered into a definitive agreement with respect to a Superior Proposal;

           
      (c)

    by Titan in order for Titan to enter into a definitive written agreement with respect to a Superior Proposal;

           
      (d)

    subject to Section 5.2, by EFI if the required approval of Titan Shareholders is not obtained at the Titan Meeting;

           
      (e)

    subject to Section 5.2, by Titan if the required approval of EFI Shareholders is not obtained at the EFI Meeting;

           
      (f)

    subject to Section 5.2, by either Party if any of the mutual conditions precedent set forth in Schedule C hereto have not been satisfied by the Completion Deadline or where it is clear that the condition cannot be satisfied prior to the Completion Deadline;

           
      (g)

    subject to Section 5.2 and Schedule D, by EFI, if any condition precedent to its obligations set forth in Schedule D hereto have not been satisfied by the Completion Deadline or where it is clear that the condition cannot be satisfied prior to the Completion Deadline;

    - 40 -



      (h)

    subject to Section 5.2 and Schedule E, by Titan, if any condition precedent to its obligations set forth in Schedule E hereto have not been satisfied by the Completion Deadline or where it is clear that the condition cannot be satisfied prior to the Completion Deadline; or

         
      (i)

    subject to Section 5.2, by EFI if there is a material breach by Titan of its covenants under this Agreement,

         
      (j)

    subject to Section 5.2, by Titan if there is a material breach by EFI of its covenants under this Agreement,

         
      (k)

    by either Party, if the Effective Date of the Arrangement does not occur on or before the Completion Deadline,

    provided that any termination by a Party in accordance with paragraphs (b) to (j) above shall be made by such Party delivering written notice thereof to the other Party (to the extent not otherwise provided pursuant to Section 5.2) prior to the Effective Date and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

    ARTICLE 7 - AMENDMENT

    7.1

    Amendment

    This Agreement may, at any time and from time to time before or after the holding of the Titan Meeting, be amended by mutual written agreement of the Parties without, subject to applicable Law, further notice to or authorization on the part of the Titan Shareholders and any such amendment may, without limitation:

      (a)

    change the time for the performance of any of the obligations or acts of any Party;

         
      (b)

    waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

         
      (c)

    waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties; and

         
      (d)

    waive compliance with or modify any condition herein contained;

    provided, however, that notwithstanding the foregoing: (i) following the Titan Meeting, the Share Exchange Ratio shall not be amended without the approval of the Titan Shareholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court; and (ii) this Agreement and the Plan of Arrangement may be amended, in accordance with the Final Order but, in the event that the terms of the Final Order require any such amendment, the rights of the Parties under Schedules D, E and F and Section 7.2 hereof shall remain unaffected.

    7.2

    Mutual Understanding Regarding Amendments

         
    (a)

    In addition to the transactions contemplated hereby or at the request of a Party, the Parties will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable best efforts to maximize present and future planning opportunities for Titan, the Titan Shareholders and EFI as and to the extent that the same shall not prejudice any Party or the shareholders thereof. The parties will ensure that such planning activities do not impede the progress of the Arrangement in any material way.

    - 41 -



      (b)

    The Parties agree that, if either Party proposes to the other Party any amendment to this Agreement or the Plan of Arrangement, both Parties will reasonably consider such amendment. The Parties further agree that if neither Party nor its respective shareholders will be materially prejudiced, and the completion of the Arrangement will not be delayed, by reason of any such amendment, then the Parties will co-operate to, subject to applicable Laws, effect the amendment or amendments.

    ARTICLE 8 - GENERAL

    8.1

    Notices

    Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand to the Party to which the notice is to be given at the following address or sent by facsimile to the following numbers or to such other address or facsimile number as shall be specified by a party by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by facsimile be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 4:00 p.m. (Toronto time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

    The address for service of each of the parties shall be as follows:

      (a) if to EFI:  
           
        44 Union Blvd., Suite 600
        Lakewood, CO 80228
           
        Attention: Stephen Antony, President and Chief Executive Officer
        Facsimile: 970-865-2416
           
        With a copy to:  
           
        Borden Ladner Gervais LLP
        Scotia Plaza, 40 King Street West
        Toronto, ON M5H 3Y4
           
        Attention: Mark F. Wheeler
        Facsimile: 416-361-7376

    - 42 -



      (b) if to Titan:  
           
        Suite 300, 235 - 15th Street
        West Vancouver, BC V7T 2X1
           
        Attention: Chris M. Healey, President and Chief Executive Officer
        Facsimile: 604-921-1898
           
        With a copy to:  
           
        MacPherson Leslie & Tyerman LLP
        1500, 410 – 22 nd Street East
        Saskatoon, SK S7K 5T6
           
        Attention: Lynn E. Hnatick
        Facsimile: 306-975-7145

    8.2

    Remedies

    The Parties acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by either Party or its representatives and advisors and that such breach may cause the non-breaching Party irreparable harm. Each Party agrees that it will not request that the court find that its breach or threatened breach has not or will not cause the other Party irreparable harm and neither Party will lend assistance to such a request. The Parties agree that, in the event of any such breach or threatened breach of this Agreement by one of the Parties, Titan (if EFI is the breaching Party) or EFI (if Titan is the breaching Party) will be entitled to seek equitable relief, including interim, interlocutory and permanent injunctive relief and specific performance. Each Party agrees that it will not take the position in court or otherwise that its breach or threatened breach has not or will not cause the other Party irreparable harm and neither Party will lend assistance to such position.

    Each Party agrees that it will not request that the court require the Party or Parties seeking such relief to provide an undertaking as to damages or to post a bond or security as a condition of granting such relief. Without limiting the generality of the foregoing, the Parties acknowledge and agree that a mandatory order or other injunctive relief may be granted to enforce any negative covenant in this Agreement without the requirement to demonstrate irreparable harm or that the balance of convenience favours the Party seeking such relief. Subject to any other provision hereof including, without limitation, Section 8.2 hereof, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available hereunder at law or in equity to each of the Parties.

    8.3

    Expenses

    The Parties agree that, except for the Termination Payment provided for in Section 8 of Schedule F, each Party shall be responsible for its own expenses including all out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, the EFI Meeting, the Titan Meeting and the preparation and mailing of the EFI Proxy Circular and the Titan Proxy Circular, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses. The provisions of this Section 8.3 shall survive the termination of this Agreement.

    - 43 -



    8.4

    Time of the Essence

    Time shall be of the essence in this Agreement.

    8.5

    Entire Agreement

    The Confidentiality Agreement and this Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

    8.6

    Further Assurances

    Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Plan of Arrangement.

    8.7

    Governing Law

    This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario.

    8.8

    Execution in Counterparts

    This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or electronic scanned copy shall be effective as delivery of a manually executed counterpart of this Agreement, and either Party delivering an executed counterpart of the signature page to this Agreement by facsimile or electronic scanned copy to the other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

    8.9

    Waiver

    No waiver or release by either Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 7.1 hereof.

    8.10

    No Personal Liability

         
    (a)

    No director or officer of EFI shall have any personal liability whatsoever (other than in the case of fraud or wilful misconduct) to Titan under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of EFI.

    - 44 -



      (b)

    No director or officer of Titan shall have any personal liability whatsoever (other than in the case of fraud or wilful misconduct) to EFI under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of Titan.


    8.11

    Enurement and Assignment

    This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This Agreement may not be assigned by either Party without the prior written consent of each of the other Parties.

    (remainder of page intentionally left blank)

    - 45 -


    IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

      ENERGY FUELS INC.
         
         
         
      Per: (signed) “Stephen P. Antony”
      Name: Stephen P. Antony
      Title: President and Chief Executive Officer
         
         
         
         
      TITAN URANIUM INC.
         
         
         
      Per: (signed) “Chris M. Healey”
      Name: Chris M. Healey
      Title: President and Chief Executive Officer

    S-1


    SCHEDULE A

    PLAN OF ARRANGEMENT
    UNDER SECTION 192 OF THE
    CANADA BUSINESS CORPORATIONS ACT

    ARTICLE 1 - DEFINITIONS AND INTERPRETATION

    1.1

    Definitions

    In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

      (a)

    Arrangement ” means the arrangement under the provisions of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendment or supplement hereto made in accordance with the Business Combination Agreement, the provisions hereof or at the direction of the Court in the Final Order;

         
      (b)

    Business Combination Agreement ” means this business combination arrangement agreement dated as of December 5, 2011, between EFI and Titan, as amended, amended and restated or supplemented prior to the Effective Date;

         
      (c)

    Business Day ” means any day other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario or Saskatoon, Saskatchewan;

         
      (d)

    CBCA” means the Canada Business Corporations Act ;

         
      (e)

    Court ” in the context of this Plan of Arrangement means the Ontario Superior Court of Justice;

         
      (f)

    CRA ” means the Canada Revenue Agency;

         
      (g)

    Depositary ” means such trust company, bank or financial institution agreed to in writing between EFI and Titan for the purpose of, among other things, exchanging certificates representing Titan Common Shares for EFI Common Shares in connection with the Arrangement;

         
      (h)

    Dissent Right ” shall have the meaning ascribed thereto in Article 4.1;

         
      (i)

    Dissenting Shareholder” means a holder of Titan Common Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Titan Common Shares;

         
      (j)

    Effective Date ” means the date shown on the certificate of arrangement issued under the CBCA giving effect to the Arrangement;

         
      (k)

    Effective Time ” means 12:01 a.m. (Toronto Time) on the Effective Date;

         
      (l)

    EFI ” means Energy Fuels Inc., a corporation continued under the Business Corporations Act (Ontario);




      (m)

    EFI Common Shares ” means the issued and outstanding common shares of EFI as constituted on the date hereof;

         
      (n)

    Final Order ” means the final order of the Court made in connection with the approval of the Arrangement, including all amendments thereto made prior to the Effective Time;

         
      (o)

    Former Titan Shareholders ” means the holders of Titan Common Shares immediately prior to the Effective Time;

         
      (p)

    Interim Order ” means the interim order of the Court made pursuant to Section 192 of the CBCA in connection with the Arrangement, including any amendment thereto;

         
      (q)

    Plan of Arrangement ” means this plan of arrangement, as amended, modified or supplemented from time to time in accordance herewith, and in accordance with the Business Combination Agreement and any order of the Court;

         
      (r)

    Share Exchange Ratio ” means 0.68 of an EFI Common Share for each Titan Common Share;

         
      (s)

    Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

         
      (t)

    Titan ” means Titan Uranium Inc., a corporation existing under the Canada Business Corporations Act ;

         
      (u)

    Titan Common Shares ” means the common shares in the capital of Titan as constituted on the date hereof;

         
      (v)

    Titan Meeting ” means the special meeting of the holders of Titan Common Shares held to consider and approve, among other things, the Arrangement;

         
      (w)

    Titan Options ” means collectively the options to purchase Titan Common Shares issued pursuant to the stock option plan of Titan;

         
      (x)

    Titan Warrants ” means collectively the outstanding warrants to purchase Titan Common Shares as described in Section 3.2(b) of the Business Combination Agreement.

    In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein shall have the same meaning herein as in the CBCA unless the context otherwise requires.

    1.2

    Interpretation Not Affected by Headings

    The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof', “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

    1.3

    Number, Gender and Persons

    In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

    - 2 -



    1.4

    Date for any Action

    If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

    1.5

    Statutory References

    Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

    1.6

    Currency

    Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

    1.7

    Time of the Essence

    Time shall be of the essence with respect to every provision of this Plan of Arrangement.

    ARTICLE 2 - BUSINESS COMBINATION AGREEMENT

    2.1

    Business Combination Agreement

    This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Business Combination Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

    ARTICLE 3 - ARRANGEMENT

    3.1

    Arrangement

    At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:

      (a)

    each Titan Option will expire at the close of business on the Business Day immediately preceding the Effective Date;

         
      (b)

    each Titan Warrant that is not exercised prior to the Effective Date shall continue to exist and upon exercise of the Titan Warrant following the Effective Date, the holder shall be entitled to receive that number of EFI Common Shares which such holder would have been entitled to receive as a result of the Share Exchange Ratio, if, on the Effective Date, the holder had been the registered holder of that number of Titan Common Shares which such holder was previously entitled to purchase pursuant to the Titan Warrant;

         
      (c)

    each Titan Common Share held by a Dissenting Shareholder as at the Effective Time shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to EFI and Titan shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the central securities register as a holder of Titan Common Shares and Titan shall be recorded as the registered holder of the Titan Common Shares so transferred and shall be deemed to be the legal owner of such Titan Common Shares; and

    - 3 -



      (d)

    each Titan Common Share held by a Former Titan Shareholder (other than a Dissenting Shareholder or EFI) as at the Effective Time shall be transferred to EFI and in consideration therefor EFI shall issue and issue EFI Common Shares pursuant to the Share Exchange Ratio, subject to Sections 3.3 and Article 5 hereof.


    3.2

    Post-Effective Time Procedures

         
    (a)

    On or promptly after the Effective Date, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the EFI Common Shares required to be issued to Former Titan Shareholders and in accordance with the provisions of the Arrangement, which certificates shall be held by the Depositary as agent and nominee for such Former Titan Shareholders for distribution to such Former Titan Shareholders in accordance with the provisions of Article 5 hereof.

         
    (b)

    Subject to the provisions of Article 5 hereof, Former Titan Shareholders (other than Dissenting Shareholders and EFI) shall be entitled to receive delivery of the certificates representing the EFI Common Shares to which they are entitled pursuant to the Arrangement.

         
    3.3

    No Fractional EFI Common Shares

    No fractional EFI Common Shares shall be issued to Former Titan Shareholders. The number of EFI Common Shares to be issued to Former Titan Shareholders shall be rounded down to the nearest whole EFI Common Share in the event that a Former Titan Shareholder is entitled to a fractional share.

    3.4

    Share Exchange Ratio

    The Parties intend that upon the issuance of EFI Common Shares to the Former Titan Shareholders pursuant to Section 3.1(d) hereof, Titan Shareholders will receive 0.68 of an EFI Common Share for each whole Titan Common Share owned immediately prior to the Effective Date.

    ARTICLE 4- DISSENT RIGHTS

    4.1

    Dissent Rights

    Holders of Titan Common Shares may exercise rights of dissent (“ Dissent Rights ”) pursuant to and in the manner set forth under the CBCA, as modified by the Interim Order, with respect to Titan Common Shares in connection with the Arrangement, provided that holders who exercise such rights of dissent and who:

      (a)

    are ultimately entitled to be paid fair value for their Titan Common Shares, which fair value shall be the fair value of the Titan Common Shares immediately before the passing by the holders of the Titan Common Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Titan; and

    - 4 -



      (b)

    are ultimately not entitled, for any reason, to be paid fair value for their Titan Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Titan Common Shares and shall be entitled to receive only the consideration contemplated in Section 3.1 hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights,

    but in no case shall EFI, Titan or any other person be required to recognize holders of Titan Common Shares who exercise Dissent Rights as holders of Titan Common Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Titan Common Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Titan Common Shares at the Effective Time.

    ARTICLE 5- DELIVERY OF EFI COMMON SHARES

    5.1

    Delivery of EFI Common Shares

         
    (a)

    Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Titan Common Shares that were exchanged for EFI Common Shares in accordance with the Arrangement together with such other documents and instruments as would have been required to effect the transfer of the Titan Common Shares formerly represented by such certificate under the CBCA and the articles of Titan and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefore, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the EFI Common Shares that such holder is entitled to receive in accordance with the Arrangement.

         
    (b)

    After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate that immediately prior to the Effective Time represented one or more Titan Common Shares shall be deemed at all times to represent only the right to receive in exchange therefore a certificate representing the aggregate number of EFI Common Shares.

         
    5.2

    Lost Certificates

    In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Titan Common Shares that were exchanged for EFI Common Shares, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate representing the EFI Common Shares that such holder is entitled to receive in accordance with the Arrangement. When authorizing such delivery of a certificate representing the EFI Common Shares in exchange for such lost, stolen or destroyed certificate, the holder to whom a certificate representing such EFI Common Shares is to be delivered shall, as a condition precedent to the delivery of such EFI Common Shares, give a bond satisfactory to EFI and the Depositary in such amount as EFI and the Depositary may direct, or otherwise indemnify EFI and the Depositary in a manner satisfactory to EFI and the Depositary, against any claim that may be made against EFI or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Titan.

    - 5 -



    5.3

    Distributions with Respect to Unsurrendered Certificates

    No dividend or other distribution declared or made after the Effective Time with respect to EFI Common Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Titan Common Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the EFI Common Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofor paid with respect to such EFI Common Shares.

    5.4

    Withholding Rights

    EFI and the Depositary shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Former Titan Shareholder such amounts as EFI or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the Code or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Former Titan Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

    5.5

    Limitation and Proscription

    To the extent that a Former Titan Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is three years after the Effective Date (the “ final proscription date ”), then the EFI Common Shares that such Former Titan Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such EFI Common Shares shall be delivered to EFI by the Depositary and the share certificates shall be cancelled by EFI, and the interest of the Former Titan Shareholder in such EFI Common Shares shall be terminated as of such final proscription date.

    5.6

    Legality of EFI Common Shares forming the Share Exchange Ratio

    Notwithstanding anything else in this Plan of Arrangement, if it appears to EFI that it would be contrary to applicable law to issue EFI Common Shares to Former Titan Shareholders pursuant to the Arrangement to a person that is not a resident of Canada or the United States, the EFI Common Shares that otherwise would be issued or transferred, as the case may be, to that person will be issued or transferred, as the case may be, and delivered to the Depositary for sale of the EFI Common Shares by the Depositary on behalf of that person. The EFI Common Shares delivered to the Depositary will be pooled and sold as soon as practicable after the Effective Date, on such dates and at such prices as the Depositary determines in its sole discretion. The Depositary shall not be obligated to seek or obtain a minimum price for any of the EFI Common Shares sold by it. Each such person will receive a pro rata share of the cash proceeds from the sale of the EFI Common Shares sold by the Depositary (less commissions, other reasonable expenses incurred in connection with the sale of the EFI Common Shares and any amount withheld in respect of applicable taxes) in lieu of EFI Common Shares. The payment of the net proceeds will be subject to Section 5.4. None of EFI, Titan or the Depositary will be liable for any loss arising out of any such sales.

    - 6 -


    ARTICLE 6 – AMENDMENTS

    6.1

    Amendments to Plan of Arrangement

         
    (a)

    EFI and Titan reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by EFI and Titan, (iii) filed with the Court if required by the Interim Order and, if made following the Titan Meeting, approved by the Court, and (iv) communicated to holders or former holders of Titan Common Shares if and as required by the Court.

         
    (b)

    Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Titan at any time prior to the Titan Meeting provided that EFI shall have consented thereto in writing, and, if so proposed and accepted by the persons voting at the Titan Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

         
    (c)

    Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Titan Meeting shall be effective only if: (i) it is consented to in writing by each of EFI and Titan; and (ii) if required by the Court, it is consented to by holders of the Titan Common Shares voting in the manner directed by the Court.

    - 7 -


    SCHEDULE B

    COVENANTS

    1.

    Covenants of EFI:

    EFI hereby covenants and agrees with Titan as follows:

      (a)

    Provide Information. Subject to obtaining any required consents and subject to confidentiality obligations, EFI will promptly provide to Titan any information in the possession or control of EFI and relating to EFI that is reasonably requested by Titan or its counsel so that Titan may complete its due diligence investigations of EFI and prepare the Titan Proxy Circular.

         
      (b)

    Titan Proxy Circular. EFI hereby covenants that no information furnished by EFI in connection with the Titan Proxy Circular will contain, to the best of the knowledge of EFI, any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is provided.

         
      (c)

    Amendments to Titan Proxy Circular. In a timely and expeditious manner, EFI shall provide Titan with information relating to EFI as reasonably requested by Titan in order to prepare any amendments or supplements to the Titan Proxy Circular (which amendments or supplements shall be in a form satisfactory to EFI, acting reasonably) with respect to the Titan Meeting in accordance with the Interim Order.

         
      (d)

    EFI Meeting . EFI will convene and hold a special meeting of its shareholders (including any adjournment, the “ EFI Meeting ”) as soon as possible for the purpose of approving the Arrangement (the “ EFI Resolution ”) and in any event no later than February 17, 2012, or such other date that may be agreed to by EFI and Titan. Except as otherwise provided in this Agreement, EFI shall not adjourn or otherwise change the timing of the EFI Meeting without the prior written consent of Titan, such consent not to be unreasonably withheld. In connection with the EFI Meeting, as promptly as reasonably practicable, EFI shall prepare a management information circular including amendments thereto required as a result of the adjournment of the EFI Meeting (the “ EFI Proxy Circular ”) together with any other documents required by applicable Laws in connection with the approval of the EFI Resolution and EFI shall give Titan the opportunity to review and comment on the EFI Proxy Circular and all such other documents and the EFI Proxy Circular and all such other documents shall be reasonably satisfactory to Titan, acting reasonably, before they are filed or distributed to the shareholders of EFI, subject to any disclosure and filing obligations imposed by any Securities Authority or any stock exchange.

         
      (e)

    EFI Proxy Circular. EFI shall ensure that the EFI Proxy Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the EFI Proxy Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating solely to and provided by Titan, the accuracy of which information shall be the responsibility of Titan).




      (f)

    Ordinary Course. The EFI Entities shall conduct its business only in, and shall not take any action except in the usual, ordinary and regular course of the business of the EFI Entities, consistent with the past practices of EFI or as contemplated by the EFI Disclosure Memorandum, except as contemplated in this Agreement.

           
      (g)

    No Dividends, Amalgamation or Capital Reduction. EFI shall not, except as provided for in this Agreement or in the EFI Disclosure Memorandum, without prior consultation with and the consent of Titan, directly or indirectly do, agree to do, or permit to occur any of the following: (i) declare, set aside or pay any dividend or other distribution or payment in respect of any of the shares of EFI; (ii) adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of EFI or adopt any plan of liquidation; or (iii) reduce its stated capital.

           
      (h)

    Listing. EFI shall use its commercially reasonable best efforts to cause the EFI Common Shares issuable pursuant to the Arrangement to be issued to holders of Titan Common Shares as of the Effective Time and to cause such shares to be listed on the TSX.

           
      (i)

    Copy of Documents. Except for proxies and other non-substantive communications, EFI shall furnish promptly to Titan a copy of each notice, report, schedule or other document or communication delivered, filed or received by EFI in connection with this Agreement, the Arrangement, the Interim Order or any meeting at which the EFI Shareholders are entitled to attend relating to special business, any filings made under any applicable Law and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

           
      (j)

    Certain Actions Prohibited. Other than as disclosed in the EFI Disclosure Memorandum, or in contemplation of or as required to give effect to the transactions contemplated by this Agreement, EFI shall not, without the prior written consent of Titan, directly or indirectly do or permit to occur any of the following except where to do so would be in the ordinary course of business and consistent with past practice:

           
      (i)

    issue, sell, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, or encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, or encumber or create any Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, EFI, other than the issue of EFI Common Shares pursuant to the exercise of EFI Options or EFI Warrants, all as issued and outstanding on the date hereof in accordance with their terms as of the date hereof;

           
      (ii)

    other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons), sell, lease or otherwise dispose of any property or assets or enter into any agreement or commitment in respect of any of the foregoing;

           
      (iii)

    amend or propose to amend the Articles or by-laws (or their equivalent) of EFI or any of the terms of the EFI Options as they exist at the date of this Agreement;

           
      (iv)

    split, combine or reclassify any of the shares of EFI;

    - 2 -



      (v)

    redeem, purchase or offer to purchase any EFI Common Shares and, other than pursuant to the EFI Option Plan, any options or obligations or rights under existing contracts, agreements and commitments;

         
      (vi)

    acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity;

         
      (vii)

    return capital to its shareholders or repay any indebtedness for borrowed money before it is due;

         
      (viii)

    (A) satisfy or settle any claim or dispute, except such as have been included in the financial statements of EFI which are, individually or in the aggregate, in an amount in excess of $25,000; (B) relinquish any contractual rights that are, individually or in the aggregate, in an amount in excess of $25,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of business and not for speculative purposes;

         
      (ix)

    incur, authorize, agree or otherwise become committed to provide guarantees for borrowed money or incur, authorize, agree or otherwise become committed for any indebtedness for borrowed money;

         
      (x)

    enter into or amend any agreements, arrangements or transactions with any related entity;

         
      (xi)

    except as required by Canadian GAAP or any other generally accepted accounting principle to which EFI may be subject or any applicable Law, make any changes to the existing accounting practices of EFI or make any material tax election inconsistent with past practice; or

         
      (xii)

    enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (A) ordinary course expenditures; (B) expenditures required by law; and (C) expenditures made in connection with transactions contemplated in this Agreement.


      (k)

    Employment Arrangements. Except where the prior intention to do so has been disclosed by EFI in the EFI Disclosure Memorandum, EFI shall not, without the prior written consent of Titan and where applicable the TSX, enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of EFI.

         
      (l)

    Insurance. EFI shall use its commercially reasonable best efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of internationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect.

    - 3 -



      (m)

    Certain Actions. EFI shall:

           
      (i)

    carry out the terms of the Interim Order and the Final Order applicable to it and use its reasonable efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the transactions contemplated hereby and by the Arrangement;

           
      (ii)

    not take any action, or refrain from taking any action (subject to commercially reasonable best efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by EFI in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to commercially reasonable best efforts) as a result of this Agreement, in the event EFI immediately notifies Titan in writing of such circumstances; and

           
      (iii)

    promptly notify Titan of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

           
      (n)

    No Compromise. EFI shall not, settle or compromise any claim brought by any present, former or purported holder of any securities of EFI in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of Titan.

           
      (o)

    Contractual Obligations. EFI shall not, enter into, renew or modify in any respect any material contract, agreement, lease, commitment or arrangement to which EFI is a party or by which it is bound, except (i) in the ordinary course of business, (ii) with the consent of Titan, (iii) insofar as may be necessary to permit or provide for the completion of the Arrangement or (iv) where to do so would not have a Material Adverse Effect on EFI.

           
      (p)

    Satisfaction of Conditions. EFI shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its reasonable control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to:

           
      (i)

    obtain consents, approvals and authorizations as are required to be obtained by EFI under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on EFI;

    - 4 -



      (ii)

    effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any party before any Governmental Entity;

         
      (iii)

    oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the transactions contemplated hereby;

         
      (iv)

    fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by EFI; and

         
      (v)

    cooperate with Titan in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate EFI to pay or cause to be paid any monies to cause such performance to occur.


      (q)

    Keep Informed. Subject to applicable Laws, EFI shall use commercially reasonable best efforts to conduct itself so as to keep Titan reasonably informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

         
      (r)

    Cooperation. EFI shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

         
      (s)

    Representations. EFI shall use its commercially reasonable best efforts to conduct its affairs so that all of the representations and warranties of EFI contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date, unless Titan consents to a change to any representation or warranty.

         
      (t)

    Confirmatory Review. Subject to applicable Laws, EFI shall use its commercially reasonable best efforts to make available and cause to be made available to Titan and the agents and advisors thereto all documents, agreements, corporate records and minute books as may be necessary to enable Titan to effect a thorough examination of EFI and the business, properties and financial status thereof, including the provision of unaudited monthly financial statements of EFI, and shall cooperate with Titan in securing access for Titan to any documents, agreements, corporate records or minute books not in the possession or under the control of EFI. Subject to applicable Laws, upon reasonable notice, EFI shall, afford officers, employees, counsel, accountants and other authorized representatives and advisors of Titan reasonable access, during normal business hours from the date hereof until the earlier of the Effective Time or the termination of this Agreement, to the properties, books, contracts and records as well as to the management personnel of EFI and, during such period, EFI shall furnish promptly to Titan all information concerning the business, properties and personnel of EFI as Titan may reasonably request.

    - 5 -



      (u)

    Closing Documents. EFI shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by Titan or Titan’s counsel, all in form satisfactory to Titan or Titan’s counsel, acting reasonably.

         
      (v)

    Composition of Board. At the Effective Time, EFI shall take all actions necessary to reconfigure the board of directors to consist of eight (8) directors of whom three (3) will be the Titan Nominees.

         
      (w)

    Management Additions. EFI shall take all actions necessary to appoint management as may be agreed upon by the Parties prior to the Effective Time effective upon the completion of the Plan of Arrangement.

         
      (x)

    Completion Date. EFI shall use commercially reasonable efforts to complete the Arrangement on or prior to the Completion Deadline.

         
      (y)

    Agreements. EFI shall not release any third party from any confidentiality or standstill agreement to which EFI and such third party are parties or amend any of the foregoing, and shall exercise all rights to require the return of information regarding EFI previously provided to such parties and shall exercise all rights to require the destruction of all materials including or incorporating any information regarding EFI.

         
      (z)

    EFI Shareholder Approval . EFI shall call and hold the EFI Meeting of the EFI Shareholders to obtain their approval of the Arrangement or any aspect of the Arrangement.


    2.

    Covenants of Titan:

    Titan hereby covenants and agrees with EFI as follows:

      (a)

    Provide Information. Subject to obtaining any required consents and subject to any confidentiality obligations, Titan will promptly provide to EFI any information in the possession or control of Titan that is reasonably requested by EFI or its counsel so that EFI may complete its due diligence investigations of Titan.

         
      (b)

    EFI Proxy Circular . Titan hereby covenants that no information furnished by Titan in connection with the EFI Proxy Circular will contain, to the best of the knowledge of Titan, any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is provided.

         
      (c)

    Titan Meeting. Titan will convene and hold a special meeting of its shareholders (including any adjournment, the “ Titan Meeting ”) as soon as possible for the purpose of approving the Arrangement (the “ Titan Resolution ”) and in any event no later than February 17, 2012, or such other date that may be agreed to by EFI and Titan. Except as otherwise provided in this Agreement, Titan shall not adjourn or otherwise change the timing of the Titan Meeting without the prior written consent of EFI, such consent not to be unreasonably withheld. In connection with the Titan Meeting, as promptly as reasonably practicable, Titan shall prepare a management information circular including amendments thereto required as a result of the adjournment of the Titan Meeting (the “ Titan Proxy Circular ”) together with any other documents required by applicable Laws in connection with the approval of the Titan Resolution and Titan shall give EFI the opportunity to review and comment on the Titan Proxy Circular and all such other documents and the Titan Proxy Circular and all such other documents shall be reasonably satisfactory to EFI, acting reasonably, before they are filed or distributed to the shareholders of Titan, subject to any disclosure and filing obligations imposed by any Securities Authority or any stock exchange.

    - 6 -



      (d)

    Titan Proxy Circular. Titan shall ensure that the Titan Proxy Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Titan Proxy Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating solely to and provided by EFI, the accuracy of which information shall be the responsibility of EFI).

         
      (e)

    Ordinary Course. Each Titan Entity shall conduct its business only in, and shall not take any action except in the usual, ordinary and regular course of business of such Titan Entity and consistent with past practices of Titan or as contemplated in the Titan Disclosure Memorandum and except as contemplated by this Agreement.

         
      (f)

    No Dividends, Amalgamation, Financings or Capital Reduction. Titan shall not, except as provided for in this Agreement or in the Titan Disclosure Memorandum, without prior consultation with and the consent of EFI, directly or indirectly do, agree to do, or permit to occur any of the following: (i) declare, set aside or pay any dividend or other distribution or payment in respect of any of the shares of Titan; (ii) adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of Titan or adopt any plan of liquidation; (iii) enter into any agreement providing for the issuance of Titan Common Shares or Titan Warrants pursuant to a prospectus offering or a private placement offering; or (iv) reduce its stated capital.

         
      (g)

    Delisting from TSX-V and FSE. Titan shall cause the Titan Common Shares to be delisted from the TSX-V and the FSE as of the Effective Time.

         
      (h)

    Dissent Rights. Titan shall provide EFI with a copy of any purported exercise of the Dissent Rights and written communications with such Titan Shareholder purportedly exercising such Dissent Rights, and shall not settle or compromise any action brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement, including the Arrangement, without the prior consent of EFI.

         
      (i)

    Amendments. In a timely and expeditious manner, Titan shall prepare, (in consultation with EFI), and file any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to the Titan Proxy Circular (which amendments or supplements shall be in a form satisfactory to EFI, acting reasonably) with respect to the Titan Meeting and mail such amendments or supplements, as required by the Interim Order and in accordance with all applicable Laws, in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof.

    - 7 -



      (j)

    Copy of Documents. Except for proxies and other non-substantive communications, Titan shall furnish promptly to EFI a copy of each notice, report, schedule or other document or communication delivered, filed or received by Titan in connection with this Agreement, the Arrangement, the Interim Order or the Titan Meeting or any other meeting at which the Titan Shareholders are entitled to attend relating to special business, any filings made under any applicable Law and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

           
      (k)

    Certain Actions Prohibited. Other than as disclosed in the Titan Disclosure Memorandum, or in connection with the Bridge Loan, Pinetree Bridge Loan or the Canadian Asset Sale, or in contemplation of or as required to give effect to the transactions contemplated by this Agreement, Titan shall not, without the prior written consent of EFI, directly or indirectly do or permit to occur any of the following except where to do so would be in the ordinary course of business and consistent with past practice:

           
      (i)

    issue, sell, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, or encumber or create any Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, Titan, other than the issue of Titan Common Shares pursuant to the exercise of options, all as issued and outstanding on the date hereof in accordance with their terms as of the date hereof;

           
      (ii)

    other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons), sell, lease or otherwise dispose of any property or assets, including the Sheep Mountain Project, or enter into any agreement or commitment in respect of any of the foregoing;

           
      (iii)

    amend or propose to amend the Articles or by-laws (or their equivalent) of Titan or any of the terms of the Titan Options or Titan Warrants as they exist at the date of this Agreement;

           
      (iv)

    split, combine or reclassify any of the shares of Titan;

           
      (v)

    redeem, purchase or offer to purchase any Titan Common Shares and, other than pursuant to the Titan's share option plan, any options or obligations or rights under existing contracts, agreements and commitments;

           
      (vi)

    acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity;

           
      (vii)

    except as provided under the terms of the Titan's share option plan, agreements evidencing Titan Options and the Plan of Arrangement with respect to a change of control as a result of the Arrangement, whether through its board of directors or otherwise, accelerate the vesting of any unvested Titan Options, or otherwise amend, vary or modify the Titan's share option plan or any Titan Options;

    - 8 -



      (viii)

    return capital to its shareholders or repay any indebtedness for borrowed money before it is due;

           
      (ix)

    (A) satisfy or settle any claim or dispute, except such as have been included in the consolidated financial statements of Titan which are, individually or in the aggregate, in an amount in excess of $25,000; (B) relinquish any contractual rights that are, individually or in the aggregate, in an amount in excess of $25,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of business and not for speculative purposes;

           
      (x)

    incur, authorize, agree or otherwise become committed to provide guarantees for borrowed money or incur, authorize, agree or otherwise become committed for any indebtedness for borrowed money;

           
      (xi)

    enter into or amend any agreements, arrangements or transactions with any related entity;

           
      (xii)

    except as required by Canadian GAAP or any other generally accepted accounting principle to which any Titan may be subject or any applicable Law, make any changes to the existing accounting practices of Titan or make any material tax election inconsistent with past practice; or

           
      (xiii)

    enter into, new commitments of a capital expenditure nature or incur any new contingent liabilities other than (A) ordinary course expenditures; (B) expenditures required by law; and (C) expenditures made in connection with transactions contemplated in this Agreement.

           
      (l)

    Employment Arrangements. Except where the prior intention to do so has been disclosed in the Titan Disclosure Memorandum, Titan shall not, without the prior written consent of EFI and where applicable the TSX-V, enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of Titan.

           
      (m)

    Certain Actions. Titan shall:

           
      (i)

    carry out the terms of the Interim Order (including mailing the Titan Proxy Circular to Titan Shareholders as ordered by the Interim Order) and the Final Order applicable to it and use its reasonable efforts to comply promptly with all requirements which applicable Law may impose on Titan with respect to the transactions contemplated hereby and by the Arrangement;

           
      (ii)

    not take any action, or refrain from taking any action (subject to commercially reasonable best efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by Titan in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on Titan, provided that Titan may take any such action or refrain from taking such action (subject to commercially reasonable best efforts) as a result of this Agreement, in the event Titan immediately notifies EFI in writing of such circumstances; and

    - 9 -



      (iii)

    promptly notify EFI of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Titan; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by Titan of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of Titan contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.


      (n)

    No Compromise. Titan shall not, settle or compromise any claim brought by any present, former or purported holder of any securities of Titan in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of EFI.

           
      (o)

    Contractual Obligations. Titan shall not, enter into, renew or modify in any respect any material contract, agreement, lease, commitment or arrangement to which Titan is a party or by which it is bound, except with the consent of EFI or insofar as may be necessary to permit or provide for the completion of the Arrangement or where to do so would not have a Material Adverse Effect.

           
      (p)

    Satisfaction of Conditions. Titan shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to:

           
      (i)

    obtain the Titan Shareholder Approval in accordance with the provisions of the CBCA, the Interim Order and the requirements of any applicable regulatory authority;

           
      (ii)

    obtain all other consents, approvals and authorizations as are required to be obtained by Titan under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Titan;

           
      (iii)

    effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any party before any Governmental Entity;

    - 10 -



      (iv)

    oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the transactions contemplated hereby;

         
      (v)

    fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Titan; and

         
      (vi)

    cooperate with EFI in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Titan to pay or cause to be paid any monies to cause such performance to occur.


      (q)

    Keep Informed. Subject to applicable Laws, Titan shall use commercially reasonable best efforts to conduct itself so as to keep EFI reasonably informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

         
      (r)

    Cooperation. Titan shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

         
      (s)

    Representations. Titan shall use its commercially reasonable best efforts to conduct its affairs so that all of the representations and warranties of Titan contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date, unless EFI consents to a change to any representation or warranty.

         
      (t)

    Confirmatory Review. Subject to applicable Laws, Titan shall continue to make available and cause to be made available to EFI and the agents and advisors thereto all documents, agreements, corporate records and minute books as may be necessary to enable EFI to effect a thorough examination of Titan and the business, properties and financial status thereof, including the provision of unaudited monthly consolidated financial statements of Titan together with the consolidation therefore, and shall cooperate with EFI in securing access for EFI to any documents, agreements, corporate records or minute books not in the possession or under the control of Titan. Subject to applicable Laws, upon reasonable notice, Titan shall, afford officers, employees, counsel, accountants and other authorized representatives and advisors of EFI reasonable access, during normal business hours from the date hereof until the earlier of the Effective Time or the termination of this Agreement, to the properties, books, contracts and records as well as to the management personnel of Titan and, during such period, Titan shall, furnish promptly to EFI all information concerning the business, properties and personnel of Titan as EFI may reasonably request.

         
      (u)

    Closing Documents. Titan shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by EFI or EFI’s counsel, all in form satisfactory to EFI or EFI’s counsel, acting reasonably.

    - 11 -



      (v)

    Completion Date. Titan shall use commercially reasonable efforts to complete the Arrangement on or prior to the Completion Deadline.

         
      (w)

    Agreements. Titan shall not release any third party from any confidentiality or standstill agreement to which Titan and such third party are parties or amend any of the foregoing and shall exercise all rights to require the return of information regarding Titan previously provided to such parties and shall exercise all rights to require the destruction of all materials including or incorporating any information regarding Titan.

         
      (x)

    Canadian Asset Sale. Titan shall not negotiate or enter into an agreement in respect of the Canadian Asset Sale that would result in net proceeds of the sale to Titan of less than such amount as may be agreed to by EFI. Titan shall provide EFI with a reasonable opportunity to review and comment on draft documents relating to the Canadian Asset Sale.

         
      (y)

    Management. At or before the Effective Date, Titan shall have arranged to terminate the consulting services agreements with such of its executive officers and consultants as EFI and Titan may agree.

    - 12 -


    SCHEDULE C

    MUTUAL CONDITIONS PRECEDENT

    The obligations of EFI and Titan to complete the Arrangement shall be subject to the satisfaction of, among others, the following mutual conditions, which may be waived only with the consent of both of the Parties:

      (a)

    Orders. The Interim Order and the Final Order shall have been granted on terms acceptable to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably.

         
      (b)

    Titan Shareholder Approval. The shareholders of Titan shall have approved the Titan Resolution in accordance with the Interim Order and approved or consented to such other matters as EFI or Titan shall consider necessary or desirable in connection with the Arrangement in the manner required thereby.

         
      (c)

    EFI Shareholder Approval. The shareholders of EFI shall have approved the EFI Resolution and approved or consented to such other matters as Titan or EFI shall consider necessary or desirable in connection with the Arrangement in the manner required thereby.

         
      (d)

    Consents. All necessary consents, waivers, permits, exemptions, order and approvals of, and any registrations and filings with, any Governmental Entity, all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on either of EFI or Titan or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party.

         
      (e)

    No Lawsuits. Except for the matters disclosed in the EFI Disclosure Memorandum and the Titan Disclosure Memorandum, there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or other person, in each case that has a reasonable likelihood of success: (i) seeking to prohibit or restrict the acquisition by EFI of any Titan Common Shares, seeking to restrain or prohibit the consummation of the Plan of Arrangement or seeking to obtain from EFI or Titan any damages that are material in relation to Titan taken as a whole or material to EFI taken as a whole; (ii) seeking to prohibit or materially limit the ownership or operation by EFI of any material portion of the business or assets of Titan or to compel EFI to dispose of or hold separate any material portion of the business or assets of Titan as a result of the Plan of Arrangement; (iii) seeking to impose limitations on the ability of EFI to acquire or hold, or exercise full rights of ownership of, any Titan Common Shares, including the right to vote the Titan Common Shares purchased by it on all matters properly presented to the Titan Shareholders; (iv) seeking to prohibit EFI from effectively controlling in any material respect the business or operations of Titan; or (v) which otherwise is reasonably likely to have a Material Adverse Effect on EFI or Titan. However, prior to asserting this condition, the asserting party must be in compliance in all material respects with its obligations in Schedule B.




      (f)

    No Action. There shall have been no action taken under any applicable Law or by any government or governmental or regulatory authority which:

           
      (i)

    makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement; or

           
      (ii)

    results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which is, or could be, reasonably expected to have a Material Adverse Effect on EFI or Titan.

           
      (g)

    Prospectus Exemptions. The distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities Laws and shall not be subject to resale restrictions under applicable Canadian securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102).

           
      (h)

    U.S. Registration Exemption. The EFI Common Shares to be issued to holders of Titan Common Shares in connection with the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof, will not be subject to registration under state “blue sky” or securities laws and will otherwise be in compliance with all U.S. Securities Laws.

           
      (i)

    Listing of EFI Common Shares . The EFI Common Shares to be issued: (i) to holders of Titan Common Shares in connection with the Arrangement and (ii) upon the exercise of any Titan Warrants in connection with the Arrangement shall have been conditionally approved for listing on the TSX, subject to official notice of issuance and other normal conditions.

           
      (j)

    No Termination. This Agreement shall not have been terminated pursuant to Section 6.2 hereof.

    The foregoing conditions are for the mutual benefit of the Parties and may be waived in respect of a Party, in whole or in part by such Party in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the satisfaction thereof, then, subject to Section 5.2, Section 6.2 and Section 8 of Schedule F, either Party may terminate this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such Party.

    - 2 -


    SCHEDULE D

    CONDITIONS TO OBLIGATIONS OF EFI

    The obligations of EFI to complete the Arrangement shall be subject to the satisfaction of, among others, the following conditions, any of which may be waived by EFI:

      (a)

    Performance by Titan. Titan shall have performed and complied in all material respects with all of the covenants and obligations thereof required to be performed by Titan prior to the completion of the Arrangement.

         
      (b)

    Representations and Warranties. The representations and warranties made by Titan in this Agreement that are qualified by the expression “Material Adverse Effect” shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Titan in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, in the reasonable judgment of EFI, have a Material Adverse Effect on Titan, and Titan shall have provided to EFI a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by Titan hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the Titan Disclosure Memorandum, or provided for or stated to be exceptions under this Agreement.

         
      (c)

    No Material Adverse Effect . There shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect on Titan.

         
      (d)

    Support Agreements. Each of the Titan Support Agreements shall have been executed and delivered and each party who has entered into a Titan Support Agreement with EFI shall have complied in all material respects with its Support Agreement.

         
      (e)

    No Material Change in Employment Arrangements . There shall have been no material change in the existing employment or consulting arrangements of any senior officer of any Titan Entity from the date hereof and no Titan Entity shall have hired any additional senior officers.

         
      (f)

    Exercise of Dissent Rights. Holders of no more than 5% of the outstanding Titan Common Shares shall have dissented to the Arrangement.

         
      (g)

    No Modification . The board of directors of Titan shall not have modified or amended, in a manner adverse to EFI, prior to the Titan Meeting, its recommendation that Titan Shareholders vote in favour of the Titan Resolution.




      (h)

    Necessary Corporate Actions Taken . The board of directors of Titan shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Titan to permit the consummation of the Arrangement

         
      (i)

    Due Diligence . EFI shall be satisfied, in its sole and absolute discretion, with its due diligence investigation of Titan and Titan’s business, properties and financial status.

         
      (j)

    Titan Financing. Titan shall not have entered into any agreement, arrangement or understanding related to any private placement equity financing or prospectus equity financing.

         
      (k)

    Acceleration of Options. The board of directors of Titan will have exercised the acceleration of the expiry date provision under the Titan Option Plan.

         
      (l)

    Completion of Canadian Asset Sale. Titan shall have completed the Canadian Asset Sale on terms acceptable to EFI.

    The foregoing conditions are for the benefit of EFI and may be waived, in whole or in part, by EFI in writing at any time. If any of such conditions shall not be complied with or waived by EFI on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.2, EFI may terminate this Agreement by written notice to Titan in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by EFI.

    - 2 -


    SCHEDULE E

    CONDITIONS TO OBLIGATIONS OF TITAN

    The obligation of Titan to complete the Arrangement shall be subject to the satisfaction of, among others, the following conditions, any of which may be waived by Titan:

      (a)

    Performance by EFI. EFI shall have performed and complied in all material respects with all of the covenants and obligations thereof required to be performed by EFI prior to the completion of the Arrangement.

         
      (b)

    Representations and Warranties. The representations and warranties made by EFI in this Agreement that are qualified by the expression “Material Adverse Effect” shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by EFI in this Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, in the reasonable judgment of Titan, have a Material Adverse Effect on EFI, and EFI shall have provided to Titan a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date. No representation or warranty made by EFI hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the EFI Disclosure Memorandum, or provided for or stated to be exceptions under this Agreement.

         
      (c)

    No Material Adverse Effect. There shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect on EFI.

         
      (d)

    Composition of Board of EFI. On the Effective Date, the board of directors of EFI shall be comprised as provided in Section 1(u) of Schedule B.

         
      (e)

    Support Agreements. Each of the EFI Shareholders who has entered into an EFI Support Agreement with Titan shall have complied in all material respects with its EFI Support Agreement.

         
      (f)

    No Material Change in Employment Arrangements. There shall have been no material change in the existing employment arrangements of any senior officer of EFI from the date hereof and EFI shall not have hired any additional senior officers.

         
      (g)

    Necessary Corporate Actions Taken . The board of directors of EFI shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by EFI to permit the consummation of the Arrangement.

    The foregoing conditions are for the benefit of Titan and may be waived, in whole or in part, by Titan in writing at any time. If any of such conditions shall not be complied with or waived by Titan on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.2, Titan may terminate this Agreement by written notice to EFI in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Titan.


    SCHEDULE F

    COVENANTS RELATING TO NON-SOLICITATION AND BREAK FEE

    In this Schedule F, unless something in the subject matter or context is inconsistent therewith, terms shall have the meaning ascribed thereto in the Agreement to which this Schedule F forms part (the “ Agreement ”) and the following terms shall have the respective meanings set out in paragraph 1 below and grammatical variations shall have the corresponding meanings.

    1.

    Definitions

           
    (a)

    Acquisition Proposal ” means any inquiry or the making of any proposal or offer, or public announcement of an intention to make a proposal or offer, to Titan or its securityholders from any person or group of persons “acting jointly or in concert” (within the meaning of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids ) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

           
    (i)

    any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of Titan;

           
    (ii)

    any sale of assets (or any lease, long-term supply arrangement, licence or other arrangement having the same economic effect as a sale) of Titan or its Subsidiaries representing 20% or more of the consolidated assets, revenues or earnings of Titan, except as contemplated by the Canadian Asset Sale;

           
    (iii)

    any sale or issuance of shares or other equity interests (or securities convertible into or exercisable for such shares or interests) in Titan or any of its Subsidiaries representing 20% or more of the issued and outstanding equity or voting interests of Titan; and

           
    (iv)

    any arrangement whereby effective operating control of Titan is granted to another party);

           
    (b)

    Affiliate ” means an “affiliate” within the meaning of Part XX of the Securities Act (Ontario);

           
    (c)

    Representative ” means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

           
    (d)

    Superior Proposal ” means a bona fide Acquisition Proposal that is made in writing after the date hereof and did not result from the breach of Section 2 hereof by Titan or its Representatives and that the Titan board of directors determines in good faith after consultation with its legal and financial advisors:

    - 2 -



      (i)

    is made to all Titan Shareholders and in compliance with applicable securities Laws;

         
      (ii)

    that funds or other consideration necessary for the consummation of such Acquisition Proposal are available to ensure that the third party will have the funds necessary for the consummation of the Acquisition Proposal;

         
      (iii)

    if consummated in accordance with its terms, would result in a transaction financially superior for Titan and its securityholders than the transaction contemplated by this Agreement;

         
      (iv)

    is reasonably capable of completion in accordance with its terms taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; and

         
      (v)

    that the taking of action in respect of such Acquisition Proposal is necessary for the Titan board of directors in discharge of its fiduciary duties under applicable Laws.


    2.

    Covenants Regarding Non-Solicitation

           
    (a)

    Titan shall, and shall direct and cause its Representatives to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by Titan, and Titan shall request the return of information regarding Titan and its respective Subsidiaries previously provided to such parties and shall request the destruction of all materials including or incorporating any confidential information regarding Titan. Titan agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Titan further agrees not to release any third party from any standstill or similar agreement or obligation to which such third party is a party or by which such third party is bound (it being understood and agreed that the automatic termination of a standstill provision due to the announcement of the Arrangement or the entry into this Agreement shall not be a violation of this Section 2(a)).

           
    (b)

    Unless permitted pursuant to this Section 2, Titan agrees that it shall not, and shall not authorize or permit any of its Representatives, directly or indirectly, to:

           
    (i)

    make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;

           
    (ii)

    participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co-operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal;

           
    (iii)

    remain neutral with respect to, or agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 15 days following formal announcement of such Acquisition Proposal shall not be considered to be a violation of this paragraph (b)(iii));

    - 3 -



      (iv)

    withdraw, modify, qualify or change in a manner adverse to EFI, or publicly propose to or publicly state that it intends to withdraw, modify, qualify or change in a manner adverse to EFI the approval, recommendation or declaration of advisability of its board of directors of the Arrangement, as the case may be (a “ Change in Recommendation ”) (it being understood that failing to affirm the approval or recommendation of its board of directors of the Arrangement within three (3) days after an Acquisition Proposal relating to Titan has been publicly announced and, in circumstances where no Acquisition Proposal has been made, within two business days of being requested to do so by EFI, shall be considered an adverse modification);

         
      (v)

    enter into any agreement, arrangement or understanding related to any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the Arrangement, or providing for the payment of any break, termination or other fees or expenses to any person in the event that Titan or any of its Subsidiaries completes the Arrangement with EFI or any of its Affiliates agreed to prior to any termination of this Agreement; or

         
      (vi)

    make any public announcement or take any other action intended to be inconsistent with the recommendation of its board of directors to approve the Arrangement.

    Acquisition Proposals and Superior Proposals

    3.

    Titan shall promptly (and in any event within 24 hours) notify EFI, at first orally and then in writing, of any proposal, inquiry, offer or request received by Titan or its Representatives: (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or (iii) for non-public information relating to any Titan Entity, access to properties, books and records or a list of the holders of Titan Shares or the shareholders of any Titan Material Subsidiary. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions thereof and Titan shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that EFI may reasonably request. Titan shall keep EFI promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by EFI with respect thereto.

       
    4.

    Following the receipt by Titan of a bona fide written Acquisition Proposal made after the date of this Agreement (that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the date hereof in contravention of Section 2 of this Schedule F), Titan and its Representatives may:


      (a)

    contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

    - 4 -



      (b)

    if the board of directors of Titan (the “ Titan Board ”) determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal:

           
      (i)

    furnish information with respect to Titan and its Subsidiaries to the person making such Acquisition Proposal and its Representatives only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to Titan than those contained in the Confidentiality Agreement, and which also includes a standstill covenant that prohibits such person, for a period of 6 months, from acquiring, or offering to acquire, any Titan Common Shares, provided that Titan sends a copy of such confidentiality agreement to EFI promptly following its execution and EFI is promptly provided with a list of, and access to (to the extent not previously provided to EFI) the information provided to such person; and

           
      (ii)

    engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives provided that all such information access and discussions shall cease during the Match Period (as defined below).


    5.

    Notwithstanding Section 4 of this Schedule F, Titan may (i) enter into an agreement (other than a confidentiality agreement contemplated by Section 4(b)(i) hereof) with respect to an Acquisition Proposal that is a Superior Proposal and/or (ii) withdraw, modify or qualify its approval or recommendation of the Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided:

         
    (a)

    Titan shall have complied with its obligations the Agreement and under Section 2 of this Schedule F;

         
    (b)

    the Titan Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be a breach of its fiduciary duties;

         
    (c)

    Titan has delivered written notice to EFI of the determination of the Titan Board that the Acquisition Proposal is a Superior Proposal and of the intention of the Titan Board to approve or recommend such Superior Proposal and/or of Titan to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by Titan and a summary of the valuation analysis attributed by the Titan Board in good faith to any non- cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the “ Superior Proposal Notice ”);

         
    (d)

    at least seven Business Days have elapsed since the date the Superior Proposal Notice was received by EFI, which seven Business Day period is referred to as the “ Match Period ”;

         
    (e)

    if EFI has offered to amend the terms of the Arrangement and the Agreement during the Match Period pursuant to Section 6 below, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Arrangement and the Agreement offered by EFI at the termination of the Match Period; and

    - 5 -



    (f)

    Titan terminates the Agreement in compliance with the terms of Section 6.2 of the Agreement and Titan has previously paid or, concurrently with termination, pays in cash a break fee of $500,000 payable to EFI.

         
    6.

    During the Match Period, EFI shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and the Agreement and Titan shall cooperate with EFI with respect thereto, including negotiating in good faith with EFI to enable EFI to make such adjustments to the provisions of the Arrangement and the Agreement as EFI deems appropriate and as would enable EFI to proceed with the Arrangement on such adjusted provisions. The Titan Board shall review any such offer by EFI to amend the terms of the Arrangement and the Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether EFI’s offer to amend the Arrangement and the Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Arrangement and the Agreement offered by EFI. If the Titan Board determines that the Acquisition Proposal would cease to be a Superior Proposal, Titan and EFI shall enter into an amendment to the Agreement reflecting the offer by EFI to amend the terms of the Arrangement and the Agreement.

         
    7.

    Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Schedule B.

         
    8.

    Termination Payment

    In the event that the Agreement is terminated as a result of the events set forth in sections 6.2(b)(i), 6.2(b)(ii), 6.2(c), 6.2(d) or 6.2(e) then the Party whose conduct has resulted in the termination (the “ Terminating Party ”) shall pay to the other Party (the “ Non-Terminating Party ”) an aggregate amount in cash equal to $500,000 (any such payment, the “ Termination Payment ”) , in immediately available funds. In addition, if a Party terminates this Agreement pursuant to Section 6.2(i) or 6.2(j) as a result of the other Party's material breach of its covenants under this Agreement, then the Party whose breach gave rise to the termination shall pay to the other Party the Termination Payment in immediately available funds.

    The limit of each Party's liability for a breach of this Agreement shall be the Termination Payment. No Terminating Party shall be obligated to make payment greater in aggregate than such amount pursuant to this Section 8. Each of the Parties hereby acknowledges that the Termination Payment to which it may become entitled as a Non-Terminating Party is a payment of liquidated damages which is a genuine pre-estimate of the damages which such Non-Terminating Party will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is not a penalty. Each Party hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt by a Party of the Termination Payment to which such Party is entitled, such Party shall have no further claim against the Terminating Party in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude a Non-Terminating Party from seeking injunctive relief to restrain any breach or threatened breach by a Terminating Party of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith.

    In addition to the foregoing, if this Agreement is terminated pursuant to Section 6.2(d) hereof due to the failure by the Titan Shareholders to approve the Arrangement, and prior to such shareholder meeting, a bona fide Acquisition Proposal, or the intention to enter into a bona fide Acquisition Proposal with respect to Titan has been publicly announced and not withdrawn and within 12 months of the date of such termination:

    - 6 -



      (a)

    the person who made such Acquisition Proposal or an affiliate of such person:

           
      (i)

    directly or indirectly acquires Titan by takeover bid, arrangement, business combination or otherwise;

           
      (ii)

    directly or indirectly acquires the assets of Titan or one or more of its subsidiaries that constitute more than 50% of the consolidated assets of Titan;

           
      (iii)

    directly or indirectly acquires more than 50% of the voting or equity securities of Titan; or

           
      (iv)

    Titan enters into a definitive agreement in respect of or Titan’s board of directors approves or recommends a transaction contemplated by (A) above with the person or such affiliate that made such Acquisition Proposal and that transaction is consummated at any time thereafter,

    then Titan shall pay to EFI the Termination Payment.

    - 7 -



    Exhibit 99.12

    LOAN AGREEMENT

    This Loan Agreement (“Agreement”) is made and entered into this 5 th day of December 2011 by and between TITAN URANIUM USA INC., a Nevada corporation (“Borrower”), and ENERGY FUELS INC., a corporation organized under the laws of the Province of Ontario, Canada (“Lender”).

    WHEREAS, Borrower has requested that Lender make available, and Lender has agreed to provide, to Borrower a loan of up to ONE MILLION DOLLARS in U.S. currency (US$1,000,000.00) (the “Loan”), subject to the terms and conditions of this Agreement and the other agreements and documents referred to and incorporated herein;

    WHEREAS, through this Agreement, Borrower will provide to Lender a Secured Promissory Note (the “Note”), attached hereto as Exhibit A and incorporated herein by this reference, a Mortgage (the “Mortgage”) with respect to assets pledged as security by Borrower, attached hereto as Exhibit B and incorporated herein by this reference, a Guaranty Agreement (“Guaranty”) provided by TITAN URANIUM INC., a corporation organized under the laws of Canada, and such other documents as may be necessary to allow Lender to secure and perfect its security interest in the assets of Borrower;

    NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

    ARTICLE I
    DEFINITIONS

    1.1 Definitions.

    In addition to the terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

    Advance ” or “ Advances ” shall mean any disbursement of the proceeds of the Loan to Borrower by Lender pursuant to the terms of this Agreement.

    “Business Combination Agreement” shall mean that certain Business Combination Agreement of even date herewith by and between Lender and Titan Uranium Inc.

    Business Day ” shall mean any day other than Saturday, Sunday, or recognized national holiday in the United States and/or Canada.

    Draw Request ” shall mean a written request for any disbursement of Loan proceeds in the form attached hereto as Exhibit C or in such other format as is acceptable to Lender.

    Loan Document ” shall mean this Agreement, the Note, the Mortgage, the Guaranty and other documents or instruments ancillary thereto (collectively the “Loan Documents”).

    Maturity Date ” shall mean the earlier of the closing date of the Business Combination Agreement, or March 1, 2012.

    Obligations ” shall mean the unpaid principal and interest on the Loan and all other indebtedness, obligations and liabilities of Borrower hereunder, whether direct or indirect, absolute or contingent, due, or to become due, that may arise in connection with this Agreement or other Loan Document.

    1


    Sheep Mountain Property ” shall mean that certain property located in the County of Fremont, Wyoming, and described in Exhibit D attached hereto and by this reference incorporated herein.

    ARTICLE II
    LOAN & DISBURSEMENT TO BORROWER

    2.1 Agreement to Lend. Subject to the terms and conditions of this Agreement and satisfaction of all conditions precedent and relying upon the representations and warranties set forth in this Agreement, Borrower agrees to borrow the Loan from Lender and Lender agrees to lend the Loan to Borrower. The Loan shall be made through Advances from Lender to Borrower as more particularly set forth in Sections 2.5 and 2.6 below.

    2.2 Use of Proceeds . Borrower shall use the proceeds of the Loan solely for the direct maintenance, operation and benefit of the Sheep Mountain Property under the procedures set forth in Sections 2.5 and 2.6 below. Any other use of the proceeds of the Loan by Borrower must be authorized by Lender in writing.

    2.3 Note . Borrower shall execute and deliver to Lender the Note in the principal amount of the Loan in accordance with Section 4.2 below.

    2.4 Initial Advance. Lender’s initial Advance under this Agreement shall be made subsequent to or concurrently with Pinetree Resource Partnership’s (“Pinetree”) advance of the second installment in the amount of Five Hundred Thousand Dollars (US$500,000) of its One Million Dollar (US$1,000,000) loan to Titan Uranium Inc. (“Titan”), pursuant to that certain Pinetree Bridge Loan dated October 27, 2011 by and between Pinetree and Titan (“Pinetree Bridge Loan”).

    2.5 Procedure for Advances . Advances may be requested and made from time to time in accordance with the provisions set forth herein. To request an Advance, Borrower shall submit a completed Draw Request to Lender accompanied by the invoice(s) to be paid through the Advance. The Draw Request shall specify the amount of the Advance requested and shall reference the specific invoice(s) to which the Advance will be applied. In no event shall the Draw Request exceed the remaining available principal balance of the Loan. Together with such additional information as Lender may reasonably require, the Draw Request shall include a certification that, as of the date of the request, all representations and warranties contained in Article V of this Agreement continue to be true and correct, no Event of Default has occurred or is continuing hereunder, and Borrower continues to be in compliance in all respects with all other terms, covenants and conditions contained in the Loan Documents. The Draw Request shall be signed by a duly authorized representative of Borrower. The Draw Request shall be submitted to Lender not less than ten (10) Business Days prior to the earliest due date provided in the invoice(s) to which the Advance will be applied. Upon Lender’s review and approval of the Draw Request, Lender (at Lender’s sole discretion) shall make the Advance thereunder either directly to Borrower or by way of direct payment(s) on Borrower’s behalf to the payee(s) identified in the subject invoice(s). Any charges or fees for late payment of any invoice(s) shall be charged to the account of Borrower if and to the extent the late payment resulted from Borrower’s failure to follow the requirements of this Section 2.5. Each Draw Request shall be irrevocable once given and binding on the Borrower.

    2


    2.6 Frequency of Draw Requests and Advances . Unless otherwise authorized by the Lender in writing, Borrower may only submit one Draw Request to Lender each calendar month up to a maximum amount of US$500,000, and therefore, unless otherwise authorized by the Lender in writing, advances of the Loan shall be made no more frequently than once per calendar month.

    2.7 Interest Rate .

    (a) Interest Rate . Borrower shall pay interest on the unpaid principal balance of each Advance made by Lender for the period from and including the date of the making of such Advance to but excluding the Maturity Date at the Interest Rate calculated as set forth in Section 2.6(b) below.

    (b) Interest Calculation . Interest shall accrue on the unpaid principal balance of each Advance at the rate of five percent (5.0%) per annum. Interest shall be calculated based on a three hundred and sixty-five (365) day calendar year and shall commence accruing from the date of the Advance until paid in full.

    2.8 Repayment of Loan. Borrower shall pay the entire principal balance of the Loan together with all unpaid accrued interest and all other Obligations hereunder no later than the Maturity Date.

    2.9 Prepayments . The Loan shall not be subject to prepayment by Borrower, in full or in part, prior to the Maturity Date without the prior written consent of Lender.

    2.10 Method and Place of Payment or Advances.

    (a) Payment to Lender . All payments and prepayments under this Agreement to be made to Lender shall be made on the date when due and shall be made by wire transfer or certified check sent via overnight delivery to the address set forth in Section 10.5 of this Agreement per Lender’s instructions.

    (b) Advances to Borrower . All Advances under this Agreement to be made to Borrower shall be made on the date when due and shall be made by wire transfer or certified check sent via overnight delivery to the address set forth in Section 10.5 of this Agreement per Borrower’s instructions. However, in the event any representation or warranty made by Borrower in the Business Combination Agreement proves to be false or misleading in any material respect, or the Business Combination Agreement is terminated for any reason whatsoever, Lender shall not be required to make any further Advances hereunder and may pursue the remedies available in Section 9.2 of this Agreement.

    ARTICLE III
    SECURITY

    3.1 Security . Borrower's Obligations to Lender under the Loan Documents shall be secured at all times by:

    (a) a first priority Mortgage on that certain property located in Fremont County, Wyoming, and described in Exhibit D (the “Property”), together with all of Borrower’s right, title and interest in and to (i) all privileges, easements, rights of way, licenses, permits, water rights, minerals, franchises, tenements, improvements and appurtenances belonging or in any way appertaining to the Property; (ii) all rents, income, issues, profits, royalties and option payments in regard to the Property; (iii) all furniture, furnishings, fixtures, equipment, and all other personal property owned by Borrower now or hereafter located in, or on, used, or intended to be used in connection with the Property; (iv) all of the rights and interests of Borrower, whether now owned or hereafter acquired, in the Property; and (iv) the proceeds of any of the above (all of the foregoing are hereinafter referred to as the “Encumbered Property”); and

    3


    (b) The Guaranty by Titan Uranium Inc. (the “Guarantor”) attached hereto as Exhibit F and incorporated herein by this reference.

    ARTICLE IV
    CONDITIONS PRECEDENT

    Lender’s obligations under this Agreement, including without limitation Lender’s obligation to make any Advances of the Loan, shall be subject to the satisfaction of the following conditions precedent (unless otherwise waived in writing by Lender):

    4.1 Representations and Warranties . The representations and warranties set forth in this Agreement and all other Loan Documents shall be true and correct in all material respects on the date an Advance is made and during the term of this Agreement, and Borrower shall have performed all obligations that were to have been performed by it hereunder on or before the date the Advance is made.

    4.2 Deliveries . Borrower shall have executed and delivered to Lender (or shall have caused to be executed and delivered to Lender) the following (each of which shall be in form and substance satisfactory to Lender in the reasonable exercise of its judgment):

      (a)

    a fully executed counterpart of this Agreement;

      (b)

    an original, fully executed Note;

      (c)

    a fully executed Mortgage;

      (d)

    a fully executed Guaranty;

      (e)

    a form of Draw Request for each Advance desired pursuant to Section 2.4 of this Agreement; and

      (f)

    such other documents as Lender may reasonably request.

    4.3 No Default . No Event of Default shall have occurred and be then continuing.

    ARTICLE V
    REPRESENTATIONS AND WARRANTIES

    In order to induce Lender to enter into this Agreement and to make the Advances provided for herein, Borrower hereby represents and warrants to Lender, with the understanding that Lender is relying upon such representations and warranties, that the following statements are true and correct:

    5.1 Organization . Borrower is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and Borrower has all requisite power and authority to execute, deliver and perform this Agreement and the other Loan Documents.

    5.2 Authorization, Execution and Delivery; Enforceability . The execution, delivery and performance of this Agreement and each of the other Loan Documents to which Borrower is a party have been duly authorized by all requisite action required by Borrower’s organizational or constating documents. This Agreement and the other Loan Documents to which the Borrower is a party constitute the legal, valid and binding obligation of Borrower, enforceable in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

    4


    5.3 Non-contravention . The execution and delivery by Borrower of this Agreement and the other Loan Documents and the consummation by Borrower of the transactions contemplated hereby and thereby will not (a) conflict with or violate the organizational documents of Borrower, (b) conflict with or violate any law applicable to Borrower or any transactions contemplated hereunder; or (c) conflict with or violate any agreement by which Borrower is bound.

    5.4 No Litigation . There is no claim, action, suit, proceeding, inquiry, investigation, litigation or other proceeding, at law or in equity, pending or threatened in any court or other tribunal, state or federal, or before any arbitrator that in any manner raises any questions affecting the validity or enforceability of this Agreement or any other Loan Document or could materially or adversely affect the ability of Borrower to perform its obligations under this Agreement or any other Loan Document.

    5.5 No Liabilities. Neither Borrower nor any member, manager, employee, representative, agent or contractor of Borrower has engaged in any activities respecting the Property that might constitute in any material respect a violation of any federal, state or local laws, regulations, permits, licenses or ordinances regulating, without limitation, air pollution, soil and water pollution, and the use, generation, storage, treatment and removal, handling or disposal of solid, hazardous or toxic substances, pollutants, contaminants, wastes or other materials. Borrower has not received any notice or decree, written or otherwise, from any governmental or quasi-governmental agency requiring the correction of any condition with respect to the Property, or any part thereof.

    5.6 Title to Property . Borrower has good and valid title to the Encumbered Property free and clear of all liens, claims or encumbrances. Prior to entering into this Agreement, Borrower has not conveyed or attempted to convey the Encumbered Property or any right, title or interest therein to any person other than Lender.

    5.7 Discharge of Liens and Taxes . Borrower has duly filed, paid and/or discharged all taxes or other claims that may be, constitute or become a lien on any of the Property or assets.

    5.8 No Insolvency . Borrower is not insolvent, nor will it be rendered insolvent by the transactions contemplated by the Loan Documents. Borrower has never commenced a voluntary case, or been subject to an involuntary proceeding, or has never filed a petition seeking to take advantage of any law relating to bankruptcy, insolvency, reorganization or composition or readjustment of debts or appointment of a custodian, receiver, trustee, liquidator or the like.

    5.9 No Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Loan or other transactions contemplated by this Agreement.

    5.10 Business Combination Agreement . Borrower is not aware of any facts or circumstances that currently, or with the passage of time, would cause any of the foregoing representations and warranties, or any of the representations or warranties of Titan set forth in the Business Combination Agreement, to be in any manner incorrect, false or misleading.

    ARTICLE VI
    AFFIRMATIVE COVENANTS

    From the date hereof and until final payment in full of the Obligations, Borrower agrees that it shall:

    5


    6.1 Business Continuity . Conduct its business in the ordinary course of business in substantially the same manner and locations as such business is now and has previously been conducted and maintain itself in good standing in the jurisdiction(s) in which it was formed and does business.

    6.2 Maintain and Insure Property . Maintain, preserve and keep its Property and assets in good repair, working order, condition and standing consistent with industry practice, making all needed replacements, additions and improvements thereto, to the extent allowed by this Agreement; and maintain adequate insurance policies on the Property as Borrower reasonably deems appropriate.

    6.3 Governmental Approvals . Maintain all governmental approvals, licenses, and permits necessary to carry out its operations and business in the ordinary course and timely make all filings and pay all fees necessary in order to maintain such approvals, licenses and permits in good standing.

    6.4 Compliance with Law and Other Agreements . Maintain compliance with all applicable laws (including without limitation, all environmental laws) in all material respects and comply with all terms and conditions contained in other material agreements of which Borrower is a party.

    6.5 Access to Books and Records . Allow Lender, or its agents, during normal business hours and upon prior written notice, access to the financial books, records and such other documents of Borrower as Lender shall reasonably require, and allow Lender, at Borrower's expense, to inspect, audit and examine the same and to make extracts therefrom and to make copies thereof.

    6.6 Additional Assurances . From time to time hereafter execute and deliver or cause to be executed and delivered, such additional instruments, certificates and documents and take all such actions as Lender may reasonably request for the purpose of implementing or effectuating the provisions of this Agreement and all other Loan Documents.

    6.7 Payment of Obligations . Pay and discharge when due all of its obligations, debts, expenses, taxes and liabilities except those which are being disputed in good faith.

    6.8 Certain Notices . Promptly notify Lender upon becoming aware of the existence of an Event of Default (defined below) or circumstances that, with the passage of time, may become an Event of Default and notify Lender of other circumstances that could reasonably be expected to have a material adverse effect on its business, properties or financial condition (including any challenge to Lender's rights and priorities under the Mortgage).

    ARTICLE VII
    NEGATIVE COVENANTS

    From the date hereof and until final payment in full of the Obligations, Borrower agrees that it shall not:

    7.1 Additional Indebtedness . Create or incur any new or additional indebtedness or liabilities, contingent or direct, other than the Pinetree Bridge Loan described in Section 2.4 hereof and amounts payable in the ordinary course of business without Lender’s prior written consent.

    7.2 Encumbrances . Create, assume or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other encumbrance on its Property or assets that have been pledged to Lender to secure its Obligations under any of the Loan Documents, whether now owned or hereafter acquired.

    6


    7.3 Other Agreements . Default on any other agreements or obligations or the Business Combination Agreement.

    ARTICLE VIII
    INDEMNIFICATION

    8.1 Indemnification . Borrower shall indemnify and hold harmless Lender and its affiliates, and Lender's officers, directors, employees, attorneys, agents and representatives (each, an "Indemnified Person"), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated in accordance with this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all environmental liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents; provided, Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense has been determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from that Indemnified Person's negligence or willful misconduct.

    ARTICLE IX
    EVENTS OF DEFAULT

    9.1 Event of Default. The Obligations, including the entire unpaid principal of the Loan and the interest then accrued thereon, shall become and be immediately due and payable upon the written demand of Lender without any other notice or demand of any kind or any presentment or protest, if any one of the following events (hereinafter an “Event of Default”) shall occur and be continuing at the time of such demand:

      (a)

    Non-Payment of Loan . Borrower fails to make full payment on the Obligations upon the Maturity Date.

         
      (b)

    Incorrect Representation or Warranty . Any representation or warranty made by Borrower in this Agreement or any other Loan Document or other instrument furnished in connection with this Agreement proves to be false or misleading in any material respect when made.

         
      (c)

    Default in Covenants . Borrower defaults in the performance in any material respect of any term, covenant or agreement contained in this Agreement or any other Loan Document or other instrument furnished in connection with this Agreement.

         
      (d)

    Voluntary Insolvency . Borrower becomes insolvent or ceases to pay its debts as they mature or voluntarily files a petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or corporate action is taken for the purpose of effecting any of the foregoing.

    7



      (e)

    Involuntary Insolvency . An involuntary petition is filed against Borrower seeking reorganization of Borrower or the appointment of a receiver, trustee, custodian or liquidator of Borrower or any material part of its Property or assets, or an involuntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect.

    9.2 Remedies . Upon the occurrence and during the continuance of an Event of Default, Lender may declare the Obligations (if not then due and payable) to be immediately due and payable, and upon such declaration, the same shall be immediately due and payable. Upon the occurrence and during the continuance of an Event of Default, Lender may proceed to protect and enforce its rights as a secured party under all applicable laws or under the Loan Documents by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy as Lender may deem most effective to protect and enforce such rights. Without limiting the generality of the foregoing, Lender shall have the right to bring a legal action to require Borrower to perform its obligations under this Agreement. Lender shall have all rights, powers and remedies available under the terms of the Loan Documents and applicable law.

    In the enforcement of any remedy under the Loan Documents, to the extent permitted by law, Lender shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any default becoming, and at any time remaining, due from Borrower for principal, interest or otherwise under any of the provisions of the Loan Documents then unpaid, with interest on overdue payments of principal and interest (to the extent permitted by law), together with any and all costs and expenses of collection and of all proceedings hereunder and under the Note (including, without limitation, reasonable legal fees in all proceedings, including administrative, appellate and bankruptcy proceedings), without prejudice to any other right or remedy of Lender, and to recover and enforce any judgment or decree against Borrower, but solely as provided herein and in the Note, for any portion of such amounts remaining unpaid and interest, costs, and expenses as above provided, and to collect in any manner provided by law, the monies adjudged or decreed to be payable.

    9.3 Remedies Not Exclusive . No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder.

    9.4 Waivers . No delay or omission of Lender to exercise any right or power accruing upon any Event of Default or other breach shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein; and every power and remedy given by this Agreement to Lender may be exercised from time to time and as often as may be deemed expedient.

    Lender may waive any Event of Default or other breach that in its opinion has been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Agreement or before the completion of the enforcement of any other remedy under this Agreement, but no such waiver shall be effective unless in writing and no such waiver shall extend to or affect any other existing or any subsequent Events of Default or impair any rights or remedies consequent thereon.

    ARTICLE X
    MISCELLANEOUS

    10.1 Covenants of Borrower; Successors . All of the covenants, stipulations, obligations and agreements contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of Borrower to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the successors or assigns thereof from time to time, and upon any officer, board, commission, authority, agency or instrumentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law.

    8


    10.2 Term of Agreement . This Agreement shall be in full force and effect from the date hereof until the Loan and all other Obligations, including interest, have been paid in full.

    10.3 Governing Law and Consent to Jurisdiction . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wyoming without giving effect to its conflict of laws provisions. Borrower hereby consents to jurisdiction of the state and federal courts of the State of Wyoming as to any and all matters arising in any way in connection with this Agreement, the Note, the Mortgage or any other instrument in connection herewith.

    10.4 Assignment . This Agreement shall not be assigned by Borrower (a) without the prior written consent of Lender which consent may be withheld for any reason in its sole discretion, and (b) without obtaining any regulatory approvals that may be required. This Agreement shall apply to, inure to the benefit of, and bind all parties hereto, and their respective successors and permitted assigns.

    10.5 Notices . All notices, requests, demands, claims, certificates and other communications hereunder shall be in writing and sufficiently given and shall be deemed given when hand delivered; delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery; delivered by facsimile transmission or delivered by email of a “.pdf” format data file to the appropriate part at the addresses, facsimile numbers and email addresses of the parties listed below:

      (a) As to Borrower: Titan Uranium USA Inc.
          c/o Titan Uranium Inc.
          3 rd Floor- Bellevue Centre
          235- 15 th Street
          West Vancouver, British Columbia V7T 2X1
          Attention: Chris M. Healey
          Facsimile: (604)-921-1898
          Email: cmhealey@titanuranium.com
           
      (b) As to Lender: Energy Fuels Resources Inc.
          44 Union Blvd. Suite 600
          Lakewood, Colorado 80228
          Attention: Stephen P. Antony
          Facsimile: (303)-974-2141
          Email: s.antony@energyfuels.com
           
      (c) As to Guarantor: Titan Uranium Inc.
          3 rd Floor- Bellevue Centre
          235- 15 th Street
          West Vancouver, British Columbia V7T 2X1
          Attention: Chris M. Healey
          Facsimile: (604)-921-1898
          Email: cmhealey@titanuranium.com

    9


    10.6 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. A facsimile transmission or e-mail delivery or a “.pdf” format data file shall be given the same legal force and effect as original signatures.

    10.7 Amendments . This Agreement may be amended or supplemented from time to time only by a writing duly executed by both Borrower and Lender.

    10.8 Severability . If any term or provision of this Agreement or any other Loan Document is held by a court of competent jurisdiction or other authority to be illegal or invalid, such illegality or invalidity shall not affect the legality or validity of the remaining terms and provisions of this Agreement or any other Loan Document. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision of this Agreement or any Loan Document is illegal or invalid, the parties agree that the court making such determination shall have the power to and shall, subject to the discretion of such court, reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any illegal or invalid term or provision with a term or provision that is legal and valid and that comes closest to expressing the intention of the illegal or invalid term or provision.

    10.9 Incorporation by Reference . This Agreement constitutes the full understanding between the parties hereto with respect to the subject matter hereof; and no statements, written or oral, made prior to or at the signing hereof shall vary or modify the terms hereof. No amendment, modification or release from any provision hereof shall be effective unless in writing and executed by the party to be charged therewith and shall be effective only in the specific instance and for the specific purpose for which given. All of the terms and obligations of the Exhibits hereto are hereby incorporated herein by reference as if all of the foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this Agreement are hereby incorporated herein by reference.

    10.10 ADVICE OF COUNSEL . EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT.

    10.11 WAIVER OF JURY TRIAL . LENDER AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT TO BORROWER, THAT LENDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

    [SIGNATURE PAGE FOLLOWS]

    10


    IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed as of the date first set forth herein.

      Borrower:
       
    TITAN URANIUM USA INC., a Nevada corporation
       
      By: (signed) “Chris M. Healey”                        
      Name: Chris M. Healey
      Title:   President and Chief Executive Officer
       
      Lender:
       
      ENERGY FUELS INC., an Ontario corporation
       
      By: (signed) “Stephen P. Antony”                      
      Name: Stephen P. Antony
      Title:   President and Chief Executive Officer

    11



    Exhibit 99.13

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Titan Uranium Inc. Finalize Business
    Combination Agreement

    Toronto, Ontario – December 6, 2011

    Energy Fuels Inc. (EFR:TSX) (“Energy Fuels”) and Titan Uranium Inc. (TUE:TSX-V) (“Titan”) are pleased to announce that the companies have entered into a definitive business combination agreement to implement the acquisition of Titan by Energy Fuels as originally announced on October 25, 2011. Pursuant to the agreement, the parties will complete a plan of arrangement whereby Energy Fuels will acquire all of the outstanding shares of Titan on the basis of 0.68 of an Energy Fuels share for each Titan share. Based on the currently outstanding shares of Titan, Energy Fuels would issue approximately 88.26 million shares to acquire all of the currently outstanding Titan shares. It is anticipated that the transaction will close during February, 2012.

    Steve Antony, President & CEO of Energy Fuels said, “With this acquisition, Energy Fuels can be counted among the largest holders of potentially recoverable uranium resource in North America. Adding Titan’s 31 million pounds of NI 43-101 Indicated Mineral Resource significantly enhances the attractiveness of Energy Fuels in this global uranium marketplace. ”

    In addition, Chris Healey, President & CEO of Titan stated, “The execution of the business combination agreement marks an important milestone for Titan and its shareholders. Our board of directors, being in receipt of an external fairness opinion, has unanimously concluded that this transaction is the best way to maximize the value of Titan’s assets. Post-arrangement, Titan shareholders will have exposure to a production-focused uranium company with conventional uranium mining expertise, an extensive asset base in the Western United States, and an approved license to construct and operate a new conventional uranium mill."

    The transaction is to be effected pursuant to a plan of arrangement under the Canada Business Corporations Act, which will require approval of the shareholders of Titan holding at least 66 2/3% of the votes cast at a shareholders meeting of Titan being in favour of the transaction.

    Dundee Securities Ltd. is acting as financial advisor to Energy Fuels. BayFront Capital Partners is acting as financial advisor to Titan.


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Titan, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Titan’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Titan’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and any other factors described in Energy Fuels’ and Titan’s most recent annual and quarterly financial reports.

    Energy Fuels and Titan assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Titan’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Titan relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey, President & CEO
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.14

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

       

    Energy Fuels Inc. (“ Energy Fuels ”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

       
    2.

    Date of Material Change:

       

    December 5, 2011

       
    3.

    News Release:

       

    The press release attached hereto as Schedule “A” was disseminated via Marketwire on December 6, 2011.

       
    4.

    Summary of Material Change:

       

    See the press release attached as Schedule “A.”

       
    5.

    Full Description of Material Change:

       

    Energy Fuels and Titan Uranium Inc. (“ Titan ”) announced that they have entered into a definitive business combination agreement pursuant to which Energy Fuels will acquire all of the issued and outstanding common shares of Titan. Pursuant to the business combination agreement, the parties will complete a plan of arrangement (the “Arrangement”) whereby (i) Energy Fuels will acquire all of the issued and outstanding shares of Titan on the basis of 0.68 of an Energy Fuels share for each Titan share (the “Exchange Ratio”); (ii) the expiry date of all previously granted Titan stock options will be accelerated to the close of business on the business day immediately preceding the effective date of the Arrangement, and (iii) after the effective date of the Arrangement, all warrants to acquire common shares of Titan will be exercisable for common shares of Energy Fuels on the basis of the Exchange Ratio. Based on the currently outstanding common shares of Titan, Energy Fuels will issue approximately 88.26 million common shares to acquire Titan.

       

    Completion of the Arrangement is conditional upon satisfaction of various conditions precedent, including (i) issuance by the Supreme Court of British Columbia of an interim order and then a final order approving the Arrangement, (ii) approval of the Arrangement by special resolution of the shareholders of Titan, (iii) approval of the Arrangement by ordinary resolution of the shareholders of Energy Fuels, (iv) receipt of all necessary regulatory consents and approvals. The business combination agreement contains customary non-solicitation and deal protection provisions.

       

    The two largest shareholders of Titan, the two largest shareholders of Energy Fuels, and all of the directors and senior officers of each of Titan and Energy Fuels, have entered into voting support agreements whereby each such party agreed to vote in favour of the Arrangement.




    In connection with the execution of the business combination agreement, Energy Fuels has agreed to lend up to US$1,000,000 by way of a bridge loan to a wholly-owned subsidiary of Titan, to fund expenditures incurred on Titan’s Sheep Mountain exploration property. The bridge loan is secured by a mortgage on the Sheep Mountain property, and is guaranteed by Titan. The bridge loan is repayable upon the earlier of (i) completion of the Arrangement, and (ii) March 1, 2012.

       

    The Arrangement is expected to be completed in February, 2012.

       
    6.

    Reliance on subsection 7.1(2) or (3) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.

       
    8.

    Executive Officer:

       

    The following executive officer of the Corporation is knowledgeable about the material change:

       

    Gary R. Steele, Vice President – Corporate Marketing & Secretary
    (303) 974-2147

       
    9.

    Date of Report:

       

    December 7, 2011



    Schedule “A”

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Titan Uranium Inc. Finalize Business
    Combination Agreement

    Toronto, Ontario – December 6, 2011

    Energy Fuels Inc. (EFR:TSX) (“Energy Fuels”) and Titan Uranium Inc. (TUE:TSX-V) (“Titan”) are pleased to announce that the companies have entered into a definitive business combination agreement to implement the acquisition of Titan by Energy Fuels as originally announced on October 25, 2011. Pursuant to the agreement, the parties will complete a plan of arrangement whereby Energy Fuels will acquire all of the outstanding shares of Titan on the basis of 0.68 of an Energy Fuels share for each Titan share. Based on the currently outstanding shares of Titan, Energy Fuels would issue approximately 88.26 million shares to acquire all of the currently outstanding Titan shares. It is anticipated that the transaction will close during February, 2012.

    Steve Antony, President & CEO of Energy Fuels said, “With this acquisition, Energy Fuels can be counted among the largest holders of potentially recoverable uranium resource in North America. Adding Titan’s 31 million pounds of NI 43-101 Indicated Mineral Resource significantly enhances the attractiveness of Energy Fuels in this global uranium marketplace. ”

    In addition, Chris Healey, President & CEO of Titan stated, “The execution of the business combination agreement marks an important milestone for Titan and its shareholders. Our board of directors, being in receipt of an external fairness opinion, has unanimously concluded that this transaction is the best way to maximize the value of Titan’s assets. Post-arrangement, Titan shareholders will have exposure to a production-focused uranium company with conventional uranium mining expertise, an extensive asset base in the Western United States, and an approved license to construct and operate a new conventional uranium mill."

    The transaction is to be effected pursuant to a plan of arrangement under the Canada Business Corporations Act, which will require approval of the shareholders of Titan holding at least 66 2/3% of the votes cast at a shareholders meeting of Titan being in favour of the transaction.

    Dundee Securities Ltd. is acting as financial advisor to Energy Fuels. BayFront Capital Partners is acting as financial advisor to Titan.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Titan, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Titan’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Titan’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and any other factors described in Energy Fuels’ and Titan’s most recent annual and quarterly financial reports.


    Energy Fuels and Titan assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Titan’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Titan relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey, President & CEO
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.15


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Colorado Court of Appeals Upholds Montrose County Special Use
    Permit for Energy Fuels’ Piñon Ridge Mill

    Toronto, Ontario – December 8, 2011

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) announced today that the Colorado Court of Appeals upheld the Montrose County Special Use Permit for the Piñon Ridge Uranium and Vanadium Mill. On March 3, 2011, the State of Colorado District Court in Montrose County denied a legal challenge by Sheep Mountain Alliance (“SMA”) seeking to overturn the Montrose County Board of County Commissioners’ decision to issue a Special Use Permit for the Piñon Ridge Mill. Today’s decision affirms the District Court’s decision to deny that legal challenge by SMA.

    “Energy Fuels is extremely pleased with today’s decision. This is another major step forward for the Piñon Ridge Mill and Energy Fuels,” stated Stephen P. Antony, President and CEO of Energy Fuels. “The Appellate Court’s well-reasoned decision verifies the quality of our project and the thoroughness of the regulatory review process.”

    SMA now has 45-days to request a rehearing on the case. SMA can also petition the Colorado Supreme Court to hear the case; however, the Colorado Supreme Court does not typically choose to hear cases on straightforward county land-use decisions. Energy Fuels believes that the narrow legal avenues still available to SMA have very little chance of success.

    SMA has also challenged the Radioactive Materials License for the Piñon Ridge Mill issued by the Colorado Department of Public Health and Environment. That challenge is currently being heard by the State of Colorado District Court in Denver.

    “Two State Courts have now upheld the Piñon Ridge Mill decision,” continued Mr. Antony. “We remain optimistic that the Colorado District Court in Denver will also uphold the Radioactive Materials License for the Piñon Ridge Mill which will allow Energy Fuels to move forward toward construction of this important project.”

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The Mill will be the first uranium mill constructed in the United States in over 30 years.

    With more than 45,000 acres of highly prospective uranium and vanadium property located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned Colorado subsidiary, Energy Fuels Resources Corporation and its British Columbia subsidiary, Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.  
       
    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.16

    TECHNICAL REPORT
    ON

    COLORADO PLATEAU PARTNERS LLC
    (ENERGY FUELS RESOURCES CORPORATION and LYNX-ROYAL JV)

    SAGE PLAIN PROJECT
    (Including the Calliham Mine and Sage Mine)

    San Juan County, Utah and
    San Miguel County, Colorado

    Prepared for COLORADO PLATEAU PARTNERS LLC, a Joint
    venture between subsidiaries of Energy Fuels Inc. and Aldershot Resources Ltd.
    In Compliance with Canadian National Instrument 43-101
    “Standards of Disclosure for Mineral Projects”

    By:
    Douglas C. Peters, Certified Professional Geologist
    NI 43-101 Qualified Person
    Peters Geosciences
    Golden, Colorado

    Report Date: December 16, 2011

    i


    Table of Contents

        Page
    1.0 Summary 1
    2.0 Introduction 3
    3.0 Reliance on Other Experts 4
    4.0 Property Description and Location 5
    5.0 Accessibility, Climate, Local Resources, Infrastructure and Physiography 8
    6.0 History 10
    7.0 Geological Setting and Mineralization 12
                7.1 Regional Geology 12
                7.2 Local Geologic Detail 14
                7.3 Mineralization 19
    8.0 Deposit Type 20
    9.0 Exploration 22
    10.0 Drilling 23
    11.0 Sample Preparation, Analyses and Security 24
    12.0 Data Verification 25
    13.0 Mineral Processing and Metallurgical Testing 26
    14.0 Mineral Resource Estimates 26

    ii



                14.1a Measured Mineral Resources on Calliham Lease 29
                14.1b Indicated Mineral Resources on Calliham Lease 30
                14.2a Measured Mineral Resources on Skidmore Lease 30
                14.2b Indicated Mineral Resources on Skidmore Lease 30
                14.3a Measured Mineral Resources on Crain Lease 30
                14.3b Indicated Mineral Resources on Crain Lease 31
                14.4a Measured Mineral Resources on Sage Claims 31
                14.4b Indicated Mineral Resources on Sage Claims 31
              14.5 Inferred Mineral Resources on Sage Plain Project Properties 32
                14.6 Historical Resources and Exploration Targets 32
    15.0 Mineral Reserve Estimates 34
    16.0 Mining Methods 34
    17.0 Recovery Methods 35
    18.0 Project Infrastructure 36
    19.0 Market Studies and Contracts 38
                19.1 Uranium 38
                19.2 Vanadium 38
    20.0 Environmental Studies, Permitting and Social or Community Impact 38
                20.1 Permitting History 38
                20.2 Current Sage Mine Status 39
                20.3 Sage Mine Permitting Requirements 40
                20.4 Current Calliham Mine Status 41
                20.5 Calliham Mine Permitting Requirements 41
                20.6 Permitting Informational Need 43
                20.7 Permitting Progress for Both Mines 43
                20.8 Permitting Approach 45
                20.9 Permitting Timeline 46
                20.10 Estimated Permitting Costs 46
    21.0 Capital and Operating Costs 47

    iii



    22.0 Economic Analysis 47
    23.0 Adjacent Properties 47
    24.0 Other Relevant Data and Information 48
    25.0 Interpretations and Conclusions 49
    26.0 Recommendations 50
    27.0 References 51
    28.0 Certificate of Qualifications and Signature 54
    Appendix 56

    List of Illustrations and Tables:

    Table 1.1 Summary of Measured, Indicated, and Inferred Mineral Resources for the Sage Plain Project 3
    Figure 4-1 Index Map Appendix
    Figure 4-2 Topographic Map Appendix
    Figure 4-3 Historical Mine Map Appendix
    Figure 4-4 Surface Ownership Map Appendix
    Figure 4-5 Mineral Ownership Map Appendix
    Figure 7-1 Principal Uranium Deposits & Major Structures of the Colorado Plateau Appendix

    iv



    Figure 7-2 Generalized Stratigraphic Section Appendix
    Figure 7-3 Index Map: Salt Wash Uranium-Vanadium Deposits in and Around the Uravan Mineral Belt  
    Figure 7-4 Geologic Map Appendix
    Figure 7-5 Cross Section A Appendix
    Figure 7-6 Major Salt Wash Stream Channels Appendix
    Figure 8-1 Measured, Indicated, and Inferred Resources of the Sage Plain Property Appendix
    Figure 8-2 Stratigraphc Cross Section, Calliham Mine A-A’ Appendix
    Figure 14-1 Measured, Indicated, and Inferred Resources of the Calliham Mine Complex Appendix
    Figure 14-2 Measured, Indicated, and Inferred Resources of the Sage Mine Property Appendix
    Table 14.1 Calliham Lease Measured and Indicated Mineral Resources Appendix
    Table 14.2 Skidmore Lease Measured and Indicated Mineral Resources Appendix
    Table 14.3 Crain Lease Measured and Indicated Mineral Resources Appendix
    Table 14.4 Sage Property Measured and Indicated Mineral Resources Appendix
    Table 14.5 Sage Plains Resources Inferred Mineral Resources Appendix

    v


    Technical Report on
    Colorado Plateau Partners LLC (Energy Fuel Resources
    Corporation/Lynx-Royal JV)

    Sage Plain Project
    San Juan County, Utah and
    San Miguel County, Colorado

    1.0 Summary

    The Colorado Plateau Partners LLC (CPP) Sage Plain Project is located near the southwest end of the Uravan Mineral Belt. The property lies some 14-19 miles northeast of Monticello, Utah. It consists of three private mineral leases, four Utah State Land mineral leases, and 94 unpatented mining claims on land administered by the U.S. Bureau of Land Management (BLM). There are two historic uranium-vanadium mines within the project area, the Calliham Mine, which accesses the three private leases, and the Sage Mine, which produced from the unpatented claims. The combined 5,635 acres of the property is comprised of approximately 1,680 acres of fee land in sections 21, 27, 28 and 29, T32S, R26E, SLPM, about 2,013 acres of Utah State School and Institutional Trust Lands Administration (SITLA) land in sections 16 and 32, T32S, R26E as well as sections 2 and 16, T33S, R26E, and approximately 1,942 acres of BLM land covered by the unpatented claims in sections 34 and 35, T32S, R26E, SLPM, San Juan County, Utah and sections 25 and 26, T43N, R20W, NMPM, San Miguel County, Colorado and sections 19, 29, 30, 31, and 32 T43N, R19W, NMPM.

    Most of the project (the private and state leases, plus 44 of the claims) is in San Juan County, Utah and the other 50 claims are in San Miguel County, Colorado. All of the property, except one private lease, is held by CPP. CPP is a 50:50 joint venture between Energy Fuels Resources Corporation (EFR) and Lynx-Royal JV (Lynx-Royal). EFR is a Colorado subsidiary of Energy Fuels Inc. and Lynx-Royal is a joint venture between Lynx and Royal USA, Inc. Royal USA is a subsidiary of Aldershot Resources Ltd. The other private lease is held solely by EFR.

    The two historic mines have been idle for about 20 years. Both mines were operated in the 1970s to early 1980s by Atlas Minerals. The Calliham Mine was acquired by Umetco Minerals in 1988 and operated briefly in 1990-1991. Both mines ceased production due to depressed uranium and vanadium prices, not because they were depleted.

    The various parcels of the project were acquired in stages. EFR was successful bidder on two SITLA mineral leases in 2007. A third lease was awarded to EFR in March 2011. These were subsequently assigned to CPP. CPP purchased the 94 claims and another SITLA lease from Uranium One in November 2010. EFR purchased the lease on the private Calliham parcel in February 2011 from NUVEMCO and the Crain lease in July 2011 from Uranium Energy Corporation. Both of these leases have been assigned to CPP.

    1


    The final acquisition in the project area, the Skidmore lease covering land owned by J.H. Ranch, Inc., was acquired in October 2011 from a private group that had an option to lease with J.H. Ranch. Lynx-Royal declined to participate in this acquisition. This parcel is an indispensable part of the Project, but EFR will retain a 100% interest unless Lynx-Royal chooses to buy-in at a later date.

    The Sage Plain District (also referred to as the Egnar District or Summit Point District) is a portion of the greater Slick Rock District. It is the southwest continuation into Utah of the Uravan Mineral Belt. Here, the host sandstones of the Salt Wash Member of the Jurassic-aged Morrison Formation are not exposed. They are covered by Cretaceous-aged sediments or the upper Morrison Formation’s Brushy Basin Member. Therefore, discovery of economic deposits here lagged many years behind the production from the same host rocks elsewhere in the Slick Rock District a few miles to the northeast in Colorado. At Slick Rock, mining and milling of radium-uranium-vanadium ores has occurred since 1901. This part of the Uravan Mineral Belt has a significantly higher ratio of V 2 O 5 :U 3 O 8 in the ore than the deposits farther north.

    Historic drilling from the surface by previous operators (including Hecla, Atlas, Truchas, Pioneer Uravan, and Umetco), longhole drilling within the underground mines, and verification and fill-in exploration drilling in 2011 by CPP support remaining Measured and Indicated Mineral Resources at the Sage Plain Project of approximately 2,833,795 lbs U 3 O 8 and 17,829,289 lbs V 2 O 5 . This is contained in roughly 642,971 tons of material at an in-place grade of 0.220% U 3 O 8 and 1.39% V 2 O 5 . Additionally, Inferred Mineral Resources are estimated at 49,136 tons with an in-place grade of 0.184% U 3 O 8 and 1.89% V 2 O 5 (181,275 lbs U 3 O 8 and 1,854,034 lbs V 2 O 5 ). This resource estimate for the Sage Plain Project is divided into the particular leases and claims for reporting in this Technical Report. The resources of the Calliham, Crain, and Skidmore leases are accessible through the Calliham Mine. The Sage Mine will be used to access the resources on the Sage claims. Mineral resources on the other claims and those on the Utah State Land leases will likely require new mine entries to be exploited, so are listed separately. The Mineral Resource totals for the entire project area are summarized in Table 1.1.

    The ownership interest of the two partners in CPP is shown in the first column of Table 1.1. The EFR portion of the combined Measured and Indicated Mineral Resources listed above is 439,093 tons containing 1,975,704 lbs U 3 O 8 (0.225% U 3 O 8 ) and 12,224,227 lbs V 2 O 5 (1.39% V 2 O 5 ). The Lynx-Royal portion is 203,879 tons containing 858,092 lbs U 3 O 8 (0.218% U 3 O 8 ) and 5,605,062 lbs V 2 O 5 (1.42% V 2 O 5 ). The Inferred Mineral Resources are split 50:50 between the partners because there are no Inferred Mineral Resources on the Skidmore parcel. Each partners’ share of the Inferred Mineral Resource is 24,568 tons containing 90,638 lbs U 3 O 8 (0.184% U 3 O 8 ) and 927,017 lbs V 2 O 5 (1.89% V 2 O 5 ).

    2


    Table 1.1 – Summary of Measured, Indicated, and Inferred Mineral Resources for the Sage Plain Project; rounded.

     

    Measured

    Measured

    Indicated

    Indicated

    Inferred

    Inferred

    Resource

    Mineral

    Mineral

    Mineral

    Mineral

    Mineral

    Mineral

    Type

    Resources

    Resources

    Resources

    Resources

    Resources

    Resources

     

    (grade and

    (lbs)

    (grade and

    (lbs)

    (grade and

    (lbs)

     

    tons)

     

    tons)

     

    tons)

     

    Calliham

    0.201% U 3 O 8

    905,410 U 3 O 8

    0.153% U 3 O 8

    29,556 U 3 O 8

    0.140% U 3 O 8

    4,292 U 3 O 8

    Lease 50/50

    1.26% V 2 O 5

    5,665,534

    0.96% V 2 O 5

    184,726

    0.88% V 2 O 5

    26,825 V 2 O 5

    EFR/Royal

    224,998 tons

    V 2 O 5

    9,660 tons

    V 2 O 5

    1,533 tons

     

    Skidmore

    0.237% U 3 O 8

    1,083,398

    0.245%U 3 O 8

    34,214 U 3 O 8

     

     

    Lease

    1.40% V 2 O 5

    U 3 O 8

    1.53% V 2 O 5

    213,836

     

     

    100%

    228,222 tons

    6,405,329

    6,992 tons

    V 2 O 5

     

     

    EFR

     

    V 2 O 5

     

     

     

     

    Crain

    0.171% U 3 O 8

    216,740 U 3 O 8

    0.541%U 3 O 8

    104,835

    0.433% U 3 O 8

    54,718 U 3 O 8

    Lease 50/50

    1.07% V 2 O 5

    1,354,624

    3.38% V 2 O 5

    U 3 O 8

    2.71% V 2 O 5

    341,986

    EFR/Royal

    63,408 tons

    V 2 O 5

    9,688 tons

    655,216

    6,322 tons

    V 2 O 5

     

     

     

     

    V 2 O 5

     

     

    Sage

    0.228% U 3 O 8

    451,410 U 3 O 8

    0.407%U 3 O 8

    8,232 U 3 O 8

    0.148% U 3 O 8

    122,265

    Claims

    1.67% V 2 O 5

    3,298,574

    2.54% V 2 O 5

    51,450 V 2 O 5

    1.80% V 2 O 5

    U 3 O 8

    50/50

    98,992 tons

    V 2 O 5

    1,011 tons

     

    41,281tons

    1,485,223

    EFR/Royal

     

     

     

     

     

    V 2 O 5

    TOTALS

    0.216% U 3 O 8

    2,656,958

    0.323%

    176,837

    0.184%

    181,275

     

    1.36% V 2 O 5

    U 3 O 8

    U 3 O 8

    U 3 O 8

    U 3 O 8

    U 3 O 8

     

    615,620 tons

    16,724,061

    2.02% V 2 O 5

    1,105,228

    1.89% V 2 O 5

    1,854,034

     

     

    V 2 O 5

    27,351 tons

    V 2 O 5

    49,136 tons

    V 2 O 5


    Notes: 1) Grades and tonnages shown as undiluted amounts
    2) Vanadium grades are based on assays where known, otherwise estimated at the average V 2 O 5 :U 3 O 8 ratios for the individual properties used by previous operators based on past production.

    2.0 Introduction

    Peters Geosciences was retained by CPP to prepare an independent Technical Report compliant with National Instrument 43-101 (NI 43-101) on the Sage Plain uranium-vanadium project. This report has been prepared to meet the requirements of NI 43-101 and Form 43-101F1.

    3


    Peters Geosciences understands that this report will be used in support of future public offerings by both partners of Colorado Plateau Partners LLC: Aldershot Resources Ltd (parent company of Lynx-Royal) and Energy Fuels Inc (parent company of Energy Fuels Resources Corporation).

    Douglas C. Peters, CPG (AIPG #8274) and RM (SME Member #2516800), and principal in Peters Geosciences, visited the Sage Plain property on December 6, 2011 during a tour of the property led by Dr. Kaiwen Wu and Mr. Jess Fulbright of EFR. In addition to viewing the surface conditions at the old mine portal areas, accessible (due to recent snow cover) drill-hole locations and related cuttings were visited as well. Mr. Peters traversed parts of the property and surrounding areas on accessible roadways. Only surface conditions and recent drill sites were observed because access to the underground mines was not possible due to the portals having been reclaimed (for the Calliham Mine) or blocked until reopening and rehabilitation is performed (for the Sage Mine). Consequently, depositional characteristics of the uranium were not directly seen and no in-place samples were collected. Likewise, historic drill sites were not visited due to snow cover that made finding them impossible within the time frame of the field visit.

    Relevant reports, maps, and data were reviewed and discussed with EFR staff, principally Mr. Richard White, who is serving as VP of Exploration for the company’s Colorado and Utah operations, Dr. Kaiwen Wu, Staff Geologist, and Mr. Bruce Norquist, Chief Mining Engineer, of EFR and with Mr. Ryan Weidert, Senior Geologist for Royal USA Inc. The References section of this report lists the reviewed documents of importance as cited in this report.

    Measurements are in English units (i.e., short tons, feet, or acres), and grades are expressed as percent of U 3 O 8 or V 2 O 5 .

    3.0 Reliance on Other Experts

    This report for CPP has been reviewed by Douglas C. Peters of Peters Geosciences for completeness and technical correctness for sections prepared by CPP staff. Text also has been added and modified by Peters Geosciences as part of the report preparation process for EFR. The information, conclusions, opinions, and estimates contained herein are based upon information available to Peters Geosciences at the time of report preparation. This includes certain data, maps, and other documents in the possession of CPP and reviewed with Mr. Richard White, CPG, Dr. Kaiwen Wu, Mr. Bruce Norquist, P.E. and other EFR staff at the Sage Plain property and in the EFR offices in Lakewood and Naturita, Colorado and with Mr. Ryan Weidert of Royal USA Inc. who supervised the 2011 CPP exploration drilling program. With the exception of results from 2011 drilling by CPP, most data used in this report are from earlier exploration and mining efforts conducted by previous companies in the immediate Sage Plain District.

    Dr. Wu and Mr. Jess Fulbright accompanied Mr. Peters for a field review on December 6, 2011 of the properties covered by this report. Dr. Wu, Mr. White, and Mr. Weidert were instrumental in assisting with the review, discussion, and understanding of both the general and site-specific geology of the Sage Plain mining district.

    4


    Mr. Peters did not investigate the legal title of claims and leases covering the Sage Plain and related properties. Likewise, Mr. Peters did not review the permitting and reclamation status of the Sage Plain property beyond basic discussions with Mr. White, Dr. Wu, Mr. Fulbright, Mr. Norquist, and Mr. Weidert.

    4.0 Property Description and Location

    The Colorado Plateau Partners LLC (CPP) Sage Plain Project is located near the southwest end of the Uravan Mineral Belt. The property lays some four-to-nine miles west and northwest of the town of Egnar, Colorado. This is also from 14-19 miles northeast of Monticello, Utah. It consists of three private mineral leases, four Utah State Land mineral leases, and 94 unpatented mining claims on land administered by the U.S. Bureau of Land Management (BLM). Most of the project (the private and state leases, plus 44 of the claims) is in San Juan County, Utah and the other 50 claims are in San Miguel County, Colorado. The combined 5,458 acres of the project properties is comprised of approximately 1,680 acres of fee land in sections 21, 27, 28 and 29, T32S, R26E, SLPM, about 2,013 acres of Utah State School and Institutional Trust Lands Administration (SITLA) land in sections 16 and 32, T32S, R26E as well as sections 2 and 16, T33S, R26E, and approximately 1,765 acres of BLM land covered by the unpatented claims in sections 34 and 35, T32S, R26E, SLPM, San Juan County, Utah and sections 25 and 26, T43N, R20W, NMPM and sections 19, 29, 30, 31, and 32 T43N, R19W, NMPM, San Miguel County, Colorado. See Figure 4-1 for the project location map, Figure 4-2 for a topographic map with historic mine workings shown, and Figure 4-3 for an aerial view of the project area with historic mine workings shown.

    All of the property, except one private lease, is held by CPP. CPP is a 50:50 joint venture between Energy Fuels Resources Corporation (EFR-a Colorado subsidiary of Energy Fuels Inc.-TSX:EFR) and the Lynx-Royal JV, LLC, which is a joint venture between Lynx2 LLC (10%) and Royal USA, Inc (90%). Royal is a wholly owned subsidiary of Aldershot Resources Ltd (TSX.V:ALZ). The other private lease is held solely by EFR. Under the operating agreement of CPP, Lynx-Royal is the manager during exploration phase work while EFR is the manager for projects that progress to a development or production stage. Therefore, Lynx-Royal managed the 2011 drilling program and the project management has now transitioned to EFR for mine design, production planning, and data collection and preparation of the numerous permit applications being readied for submittal to various county, state, and federal agencies. The surface ownership of the properties discussed below is shown in Figure 4-4 and the mineral ownership is depicted in Figure 4-5.

    The various parcels of the project were acquired in stages. EFR was the successful bidder on two SITLA mineral leases (ML-51145 and ML-51146) in December 2007. A third lease (ML-51963) was awarded to EFR in March 2011. These were subsequently assigned to CPP. CPP purchased the 94 claims and another SITLA lease (ML-49301) from Uranium One Exploration USA Inc. in November 2010. EFR purchased the lease on the private Calliham parcel in February 2011 from Nuvemco and the Crain lease in July 2011 from Uranium Energy Corporation (UEC). Both of these leases have been assigned to CPP. The final acquisition in the project area, the Skidmore lease covering land owned by J.H. Ranch, Inc., was acquired in October 2011 from a private group, Nuclear Energy Corporation (NUECO). NUECO had an option with J.H. Ranch to lease this and several other parcels. Lynx-Royal declined to participate in this acquisition, so it remains a 100% EFR lease, not part of CPP. Interests and expenses for all other parcels of the Project are shared 50/50 by the two partners. A brief description of each parcel follows:

    5


    6


    7


    There are two historic uranium-vanadium mines within the project area, the Calliham Mine which accesses the three private leases and the Sage Mine which produced from the claims. The Calliham Mine has been totally reclaimed. Because the portal closure consisted of back-filling for a short distance, it can easily be reopened and rehabilitated. The portal and reclaimed waste rock pile are located on private land that is not part of the Calliham lease. This land surface is owned by Umetco Minerals. EFR has been in negotiations with Umetco in order to purchase this parcel. The Sage Mine has an old permit through the State of Utah Division of Oil, Gas, and Mining (DOGM) still in effect, but has been inactive for about 20 years. Therefore, the permit will require an update before work can resume. It has not been reclaimed, but a large dirt pile was used to cover the portal to prevent access. Both mines are partially flooded, but can be dewatered once permits are obtained. Historic data indicate neither mine encountered enough water to be problematic when operating. See sections 6, 16, 18, and 20 of this report for more detail on the history of the mines, the future plans for rehabilitation, development, and production, and the current permitting process.

    5.0 Accessibility, Climate, Local Resources, Infrastructure, and Physiography

    The Sage Plain Project property can be accessed from the north, south, and east on paved, all-weather county roads. The nearest towns with stores, restaurants, lodging, and small industrial supply retailers are Monticello, Utah, 26 road miles to the west, and Dove Creek, Colorado, 20 road miles to the southeast. Larger population centers with more supplies and services are available farther away at Moab, Utah (61 road miles to the north) and Cortez, Colorado (54 road miles to the southeast). These towns and roads are shown in Figures 4-1 and 4-2.

    U.S. Highway 491 connects Monticello, Utah to Dove Creek and Cortez, Colorado. There are two routes north from this highway to the project. At one mile west of the Colorado/Utah state line (16 miles east of Monticello or 10 miles west of Dove Creek), San Juan County Road 370 goes north for 10 miles to the Calliham Mine portal site drive way. The mine portal is one-half mile east of Road 370, on a private road. An alternate route is to turn north on Colorado Highway 141(2 miles west of Dove Creek) for 9.5 miles to Egnar, Colorado, then turn west on San Miguel County Road H1. Road H1 crosses into Utah at 5.5 miles west of Egnar where it becomes San Juan County Road 356 for 1.2 miles before intersecting San Juan County Road 370. Road 370 would be taken north for 4 miles to the Calliham Mine portal site driveway. Road H1 from Egnar would also be used if one was traveling to the project on Highway 141from farther north in Colorado, such as the EFR field office located in Naturita, Colorado (a total of 62 miles away). EFR also will access the project from its shop at the Energy Queen Mine near La Sal, Utah to the north by traveling east on Utah Highway 46 for one mile from the Energy Queen Mine, then turning south on the Lisbon/Ucolo Road (which becomes San Juan County Road 370) arriving at the Calliham Mine portal site driveway in 33 total miles. Moab, Utah is 26 miles north of the Energy Queen Mine.

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    These highways and county roads are all well maintained year-round. State Highway shops are located in both Monticello and Dove Creek and there are county road shops in Monticello, La Sal, and Egnar.

    The region has a long history of mining, ranching, farming, and oil and gas production. Therefore, even though the regional towns are small, they have adequate services and supplies to support a project the size of the proposed Calliham and Sage Mines. CPP will be able to hire much of its mine labor from within the region. The regional grid of electrical transmission and distribution lines simultaneously supported the mines at the CPP project area plus the large Deremo Mine operated by Umetco Minerals, 2 miles to the southeast, and the Silver Bell and Wilson Mines, 1 ½ miles to the north.

    The area is semi-arid. Meteorological data from the Northdale, Colorado station, 10 miles south of the Sage Plain Project, show a recent 30-year normal mean temperature of 46 degrees F (range 31-61 degrees F). The mean annual precipitation for the same 30 years has been 12.26 inches. The closest station for wind data is in Big Indian Valley about 21 miles to the northwest. It shows the dominant directions for wind in the last 10 years is from the east (10.8% of the time) and from the south (8.1%) . The average wind speed is 6.9 miles per hour. All elevations within 4 miles of the Sage Plain Project property support moderate growths of sage and rabbitbrush along with other brush, forbs, cactus, yucca, and grasses. There are localized stands of juniper and piñon pine in the rocky soils and many patches of scrub oak where it has never been cleared. Some areas have no soil or vegetation at all, both in flat areas and in the walls of Summit and Bishop Canyons. Much of the private land has been cleared and is used for livestock grazing. Some land has been cultivated for dry land crops, mainly beans, wheat, or sunflowers. However, most of the cropland now lays fallow or has become overgrown and is used for grazing.

    The region of the Sage Plain Project is characterized by a relatively flat plain that is drained by three major regional rivers. Most of the private land is gently sloping, cut by small ephemeral streams that are tributary to Summit Canyon. The unpatented claims are located in the head of Summit Canyon and along the benches on the south side of that canyon easterly to its confluence with its tributary, Bishop Canyon, and continue southward on the west side of Bishop Canyon. Summit Canyon flows northeastwardly to join the Dolores River at Slick Rock, Colorado. The land south of Summit Canyon, including SITLA lease ML-49301, drains to Coal Bed Canyon, a tributary to larger canyons that flow to the San Juan River in southeastern Utah. The western part of the Skidmore lease is in the East Canyon drainage that flows through larger tributaries to the Colorado River to the north and west.

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    The flatter part of the project area sets at elevations ranging from 6,870 feet at the south edge of ML-49301 to 7,165 feet on the Crain lease, some five miles to the north. The claims along Summit and Bishop Canyons cover much steeper relief with elevations ranging from about 6,500 feet in Bishop Canyon to 7,380 feet on Bishop Point a half mile away (see Figures 4-2).

    6.0 History

    Uranium-vanadium deposits were discovered in the Morrison Formation 32 miles north of the Sage Plain Project property in Roc Creek canyon, Montrose County, Colorado in1881; the first economic shipment of ore from there was in 1898 (Chenoweth, 1981). This started prospecting and claim staking in the region which resulted in discovery of carnotite deposits in the Salt Wash Member of the Morrison Formation (discussed in Section 7 of this report) along the Dolores River canyon and Summit Canyon near Slick Rock, Colorado around 1900, some 10 miles north of the Sage Plain. In1901, a processing plant was constructed at Slick Rock to extract uranium-vanadium concentrates from the ore and later radium (Shawe, 2011 and Minobras, 1978). Many mines were opened on and near the outcropping deposits. The Slick Rock Mill was replaced in 1905. It and other mills in the region processed ores until about 1923 for both vanadium and principally radium. Ore grades in the Slick Rock area during this time probably averaged 2% U 3 O 8 and 3-4% V 2 O 5 . During the same time period, a similar history developed in the Dry Valley District (including East Canyon) 6-14 miles northwest of the Sage Plain Project. Uranium-vanadium deposits were first discovered there in 1904 in section 8, T31S, R25E. Prospecting also discovered deposits in the Salt Wash where it is exposed in the Montezuma Canyon area (about 20 miles to the south), but they were not developed significantly until much later because of their remoteness.

    There was little activity in the region until the demand for vanadium increased in the mid-1930s. Shattuck Chemical Company built a new mill at Slick Rock in 1931 and International Vanadium Corporation built one in Dry Valley. Ore here is estimated to have averaged about 0.15% U 3 O 8 and 1.34% V 2 O 5 , with a higher average around 0.24% U 3 O 8 to the south in East Canyon. North Continent Mines Company bought the Slick Rock mill and enlarged it in 1934 and operated it until 1943. In the early 1940s, the federal government formed the Metals Reserve Company to facilitate vanadium production. This entity created a buying program, and as a result, many new mines opened in the Salt Wash, and more mills were built, including one at Monticello, Utah. Total vanadium production of the Slick Rock and Dry Valley districts prior to 1946 was in excess of 122,000 tons of ore at an average grade of 2.28% V 2 O 5 containing over 5.5 million pounds V 2 O 5 (Chenoweth, 1981). Almost all of the uranium in the ore went to the tails at the mills until after 1943 when uranium became the focus. The mill at Monticello was altered to allow uranium recovery by the Atomic Energy Commission (AEC) in the late 1940s as were others in the region, spurring the start of the uranium boom. More deposits were found in the Salt Wash (as drilling equipment improved) and mines remained open into the 1950s and early 1960s in the Slick Rock and Dry Valley/East Canyon districts near the Sage Plain Project. Union Carbide built an up-grading mill at Slick Rock in 1956 and operated it until 1970. Between 1948 and 1977, the Slick Rock District produced over 4.1 million tons of ore at grades that averaged 0.25% U 3 O 8 and 1.8% V 2 O 5 . These production numbers were summarized from figures reported Minobras Mining Services Company (1978) and Chenoweth (1981).

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    Uranium-vanadium mineralization was found in outcrops of the Chinle Formation near the south end of Lisbon Valley in 1913, about 13 miles north of the Sage Plain Project, east of Dry Valley. Small production for vanadium occurred sporadically into the 1920s and again in the early 1940s with production for uranium recovery from 1948-1952. Deeper drilling away from the outcrops in 1952 discovered deposits in the Big Indian District 18-23 miles northwest of the Sage Plain Project, including the famous Mi Vida Mine. Those deposits are in the Chinle and Cutler Formations. In the late 1960s, deep drilling (2,600+ feet) on the northeast, down-dropped side of the Lisbon Valley fault found the deposit mined by Rio Algom in its Lisbon Mine. See Section 7.1 for a summary of the geology of the area.

    Throughout the 1960s and into the 1970s, drilling on the mesas away from the canyon rims increased in the region, discovering Morrison uranium-vanadium deposits under several hundred feet of cover in the Sage Plain and other areas in the region. Exploration during this time period discovered the large uranium-vanadium deposits of the Deremo Mine, 1 ½ miles southeast of CPP’s Sage Mine, and the Wilson and Silver Bell Mines, ½-to-1 mile north of CPP’s Calliham Mine (adjacent to the Skidmore lease), which were developed by vertical shafts. The Calliham and Sage Mines on the CPP Project property were begun as declines for use by rubber-tired equipment. The area boomed until 1985 when the uranium price decline triggered by the 1979 Three Mile Island nuclear plant incident made most mining in the region unprofitable.

    Since the 1940s, the vanadium price was rarely sufficiently high to make mining practical for the vanadium content alone, even though it is about 7 times more abundant than the uranium content in the Sage Plain area deposits. However, the value of the vanadium as a byproduct has always been important to uranium mining within the district as well as in the overall Uravan Mineral Belt.

    The two mines on CPP’s Sage Plain Project property were in production in the 1970s to early 1980s by Atlas Minerals. The Calliham Mine property was explored in the early 1970’s by Hecla Mining Company. The Crain lease to the east (the Calliham Mine workings stop about 75 feet short of crossing into the Crain lease) was explored by Truchas and later in the 1970s by Pioneer Uravan. The Calliham lease was acquired by Atlas Minerals and went into production in March 1976. Atlas departed the uranium business in the region in the mid-1980s. The Calliham Mine and associated leases were acquired by Umetco Minerals in 1988 and operated briefly in 1990-1991 during a spike in vanadium prices. Umetco was also operating the Silver Bell and Wilson Mines. During Umetco’s tenure the Calliham Mine produced 13,300 tons of ore averaging 0.21% U 3 O 8 (~56,000lbs U 3 O 8 ) and 1.29% V 2 O 5 (~343,000 lbs V 2 O 5 ). This ore was milled at the White Mesa Mill in Blanding, Utah, 54 road miles away. (The White Mesa Mill is currently owned by Denison Mines. It is processing ore from several of their mines and does have an ore buying program available for other producers in the area.) Over the life of the Calliham Mine, much of its ore was milled at the Atlas mill in Moab, Utah.

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    Atlas reported a combined production from the two mines of 41,541 tons of ore and 48,142 tons of waste during the last year of operation in 1981, with the majority of this production probably coming from the larger Calliham Mine. The historical production prior to Umetco’s purchase, is not presently known.. Butt Mining reportedly mined 3,000 tons of ore from the Sage Mine in 1990 when vanadium prices were relatively high, but the mine has otherwise remained inactive up to the current time. The Sage Mine’s historic production, prior to Butt’s operation, is not known. Both mines ceased production due to depressed prices, not because they were depleted.

    The largest mine in the Sage Plain District (and one of the largest anywhere in the Salt Wash) is the Deremo Mine, about 1½ mile southeast of the Sage Mine. It produced 1,983,000 tons of ore at grades of 0.17% U 3 O 8 (~7,000,000 lbs U 3 O 8 ) and 1.59% V 2 O 5 (~63,000,000 lbs V 2 O 5 ). Two other large mines, the Silver Bell and Wilson Mines, (now reclaimed) are a half mile north of the Skidmore portion of the Calliham Mine.

    7.0 Geological Setting and Mineralization

    7.1 Regional Geology

    The Colorado Plateau covers nearly 130,000 square miles in the Four Corners region (Figure 7-1). The Sage Plain Project and other properties currently held by EFR lie in the Canyon Lands Section in the central and east-central part of the Plateau in Utah and Colorado. The Plateau’s basement rocks are mostly Proterozoic metamorphics and intrusive igneous rocks. Figure 7-2 shows the stratigraphic column for units of Pennsylvanian age through Cretaceous age. The area was relatively stable throughout the early part of the Paleozoic, being a shelf on which miogeosynclinal sediments were deposited. The northwest-trending Paradox Basin formed in Pennsylvanian time, bounded by the Uncompahgre Uplift 45 miles to the northeast. The Paradox Basin received deposition of marine sediments, including thick evaporites (Hermosa Formation). The Paradox Basin was filled by middle Permian time; however the Uncompahgre continued to be a highland shedding abundant coarse clastic, arkosic debris (Cutler Formation) as the basin slowly subsided. The region continued to receive fluvial and lacustrine sediments (Moenkopi and Chinle Formations) during the early Mesozoic Era with minor erosional periods locally. The region dried considerably in late Triassic and early Jurassic and large dune fields formed at different times resulting in deposition of predominantly sandstone of eolian and fluvial origin (Wingate, Kayenta, Navajo, and Entrada formations). The buried Pennsylvanian evaporites, influenced by basement faulting and sediment loading, flowed into a series of northwest-trending diapiric anticlines. Flowage of the salt was erratically active from Permian through late Jurassic, thereby affecting deposition of the Triassic and early Jurassic sediments, including the flow of the streams that deposited the Salt Wash Member of the Morrison Formation, host of the uranium-vanadium deposits in the Sage Plain Project area. The source of the sediments changed during this time from the earlier eastern source to a western dominated source. Volcanic ash from a couple of volcanic episodes to the west settled over the area, as well (upper part of the Chinle and the Brushy Basin Member of the Morrison Formation). Early Cretaceous deposition transitioned from terrestrial to marginal marine (Burro Canyon and Dakota formations). In Late Cretaceous time a large seaway occupied the region where thick marine black shales were deposited (Mancos Shale). Near the end of the Cretaceous, alternating regressions and transgressions of the sea lead to thick littoral sandstones interbedded with marine shales (Mesa Verde group), later covered by fluvial and lacustrine sediments in the early Tertiary.

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    The regional structure is dominated by the numerous salt anticlines to the north. These are separated by synclines trending northwest, as are the anticlines. Locally there are faults of significant displacement bounding the anticlines. To the south, the Sage Plain slopes at a shallow dip southwesterly toward the Blanding Basin with the western edge being interrupted by the domal structure of the Abajo Mountains.

    Some twenty miles west of the Project area are the Abajo Mountains. These consist of Tertiary laccoliths intruded about 25 million years ago into several different horizons of Paleozoic and Mesozoic sedimentary rocks. Other similar mid-late Tertiary intrusions are located 30 miles to the north (La Sal Mountains), 45 miles to the east (Lone Cone), and 45 miles to the south (Ute Mountain). Diorite porphyry is the dominant rock type, with minor monzonite porphyry and syenite intruded later.

    The Cretaceous marine Mancos Shale and younger rocks have been removed from the Project area by mid-late Tertiary and later erosion. The laccolithic mountains were uplifted in the late Tertiary, concurrently with the collapse and erosion of the salt anticlines. Deep canyon cutting occurred nearby, continuing through the Pleistocene. Sedimentary rocks exposed in the 2,000 feet deep Dolores River Canyon, 11 miles to the east, range from the Permian Cutler to the Cretaceous Dakota.

    Figure 7-2 is a stratigraphic column of the rock units exposed in the Slick Rock, Colorado area and underlying the Sage Plain, Utah area. At the Project area, the top of the Precambrian basement is probably about 10,650 feet deep. The Paleozoic erathem accounts for about 8,100 feet of this and the Triassic and lower Jurassic systems below the Morrison Formation are about 1,600 feet thick. The Morrison Formation and overlying early Cretaceous rocks are about 950 feet thick.

    Major uranium deposits of the east-central Colorado Plateau occur principally in two of the fluvial sequences. The older one is located at or near the base of the upper Triassic Chinle Formation. Areas of uranium deposits occur where the basal Chinle consists of channels filled with sandstone and conglomerate that scoured into the underlying sediments. This channel system is known as the Shinarump Member in southern Utah. Farther north in eastern Utah, the basal member of the Chinle is a younger channel system known as the Moss Back. This is the host of the bulk of the ore mined from the nearby Big Indian District (Lisbon Valley, 13-23 miles to the north). The Chinle deposition followed a period of tilting and erosion; therefore, the basal contact is an angular unconformity. Where the Chinle channels are in contact with sandstones of the Permian Cutler Formation (i.e., the Moenkopi has been removed), good uranium deposits locally occur in the Cutler as well.

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    The other significant Colorado Plateau uranium deposits occur in the late Jurassic Morrison Formation. The Morrison comprises three members in the Sage Plain area. The lowest member, the Tidwell (8-15 feet thick), is a red mudstone with a thin sandstone bed and was formerly mapped as the upper part of the Summerville Formation. The Salt Wash (~350 feet thick), is the main uranium host. The upper part of the Morrison is the Brushy Basin Member (350-500 feet thick). The Salt Wash consists of about equal amounts of fluvial sandstones and mudstones deposited by meandering river systems. The Brushy Basin was deposited mostly on a large mud flat probably with many lakes and streams. Much of the material deposited to form the Brushy Basin originated from volcanic activity to the west. The majority of the uranium production has come from the upper sandstones of the Salt Wash Member known as the Top Rim (historically referred to as the “ore-bearing sandstone” or OBSS).

    Uranium occurrences have been found throughout most of the Colorado Plateau; however, there are numerous belts and districts where the deposits are larger and more closely spaced (Figure 7-3). In addition to the uranium, many of the deposits contain considerable amounts of vanadium. In some districts the vanadium content is ten times or more than the uranium content. In general, the Cutler and Shinarump ores contain very little vanadium, whereas the Salt Wash deposits usually contain large amounts of vanadium. The V 2 O 5 :U 3 O 8 ratio averages about 4:1, and can range up to 15:1 in parts of the Uravan Mineral Belt. The economics of the Salt Wash deposits are obviously enhanced by the vanadium content, even when vanadium prices are lower than at present. The south end of the Uravan Mineral Belt, where the Sage Plain Project is located, contains mines where the V 2 O 5 :U 3 O 8 is often greater than 7:1. The average V 2 O 5 :U 3 O 8 for ore from the life-of-mine of the nearby Umetco Deremo Mine is 9.2:1 (personal communication, Tony Bates, former Umetco mining engineer). In the Dry Valley District to the north, the ratio of ore produced 1956-1965 was 7.5:1; in contrast, the vanadium values decrease in the Montezuma Canyon area to the south to a low ratio of 1.3:1 (Doelling, 1969). The values used for resource projections in this document when direct vanadium assays are absent are based on other historic Umetco resource reports, more thoroughly described in section 14. This ratio cannot be guaranteed and must be used only as a historical estimator for vanadium mineralization potential.

    7.2 Local Geologic Detail

    The only geologic unit exposed over most of the property of the Sage Plain Project is the Cretaceous Dakota Formation. (The lithology of this and the underlying stratigraphy is discussed below.) The Dakota crops out as small isolated windows through the wind-blown sandy soil and as narrow bands along shallow gulches. On the Sage claims in the head of Summit Canyon, the Cretaceous rocks are better exposed, including the Burro Canyon Formation in its entirety along with the Jurassic Brushy Basin Member of the Morrison Formation. More erosion in Summit Canyon to the east and in Bishop Canyon has exposed the lower, Salt Wash Member of the Morrison Formation. The eastern row of Governor Claims covers land to the bottom of Bishop Canyon in section 30, T43N, R19W, where older sedimentary rocks are also exposed including the Summerville Formation and Entrada Sandstone. A red shaley unit, the Carmel Formation, underlies the Entrada, but is not always mapped separately. Summit Canyon cuts deep enough to expose the Navajo and all Triassic rocks (Kayenta, Wingate) through much of the Chinle, but not the Moss Back Member horizon, in less than two miles downstream to the north (Shawe, et al., 1968). To the northwest of the Calliham Mine about 6 miles, East Canyon has cut deep enough to expose the Brushy Basin Member. As East Canyon continues getting deeper for the next 5-6 miles to the northwest, it exposes the Salt Wash, with many small historic uranium-vanadium mines located in this area, and the underlying units down through the Entrada.

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    Rocks of interest in the subsurface at the Sage Plain Project range from the Permian Cutler Formation to the Dakota (Figure 7-2). The units are described in more detail below. Figure 7-4 is derived from portions of the published USGS geologic maps of this area (Cater, 1955 and Hackman, 1952) and results of 2011 CPP drilling and field work. Figure 7-5 shows a generalized cross section of the area adapted from Shawe (1968).

    The Dakota Sandstone consists of interbedded reddish- and yellowish-brown sandstone and conglomerate with beds of gray-to-black carbonaceous shale containing discontinuous thin coal seams. Brown-to-light brown/grey mudstone/siltstone intervals are predominantly thin and are most common as splits between larger sandstone beds. It can be up to150 feet thick where all units are present. It was overlain by the thick marine Mancos Shale. On the Sage Plain, the Mancos and most of the Dakota were eroded prior to deposition of the Quaternary soils. CPP’s geologists have logged the remnant Dakota in recent drill holes in the northern part of the project area to be 0-45 feet with 5-10 feet of coal on the Skidmore lease. At the Sage Mine property, the drilling completed in 2011 found the Dakota cap to be thin, 0-10 feet, with intermittent exposure having similar features as the underlying Burro Canyon Formation, making it hard to distinguish.

    The Burro Canyon Formation is composed mostly of light-brown and grey-to-off-white sandstones with interbedded cherty conglomerates, usually forming thick beds across the project area. Interbedded green and purplish and brown-to-grey mudstones and occasional thin limestone beds separate the sandstone units. The individual sandstone/conglomerate beds vary from 5-60 feet, and the shale/mudstone layers are from 5-30 feet thick. The entire unit where overlain by Dakota is about 140-170 feet thick at the Calliham Mine properties and about 190-225 feet thick at the Sage Mine property. It locally holds perched water at the base of sandstone beds, particularly the lowest one. The Burro Canyon forms cliffs along the rim of Summit and Bishop Canyons. Erosion in these canyons exposes the complete section of the Burro Canyon.

    Beneath the Burro Canyon lies the Brushy Basin Member of the Morrison Formation. The Brushy Basin (about 90%) is reddish-brown and gray-green mudstone, claystone, and siltstone composed of clays derived from detrital glassy volcanic debris originating from volcanic activity to the southwest (Cadigan, 1967). This material settled on a large floodplain, and fine-grained clastic material is interbedded with a few channel sandstones and conglomerates. These coarser clastic beds are usually lenticular. The Brushy Basin also contains a few thin fresh-water limestone beds, some of which have been silicified. Devitrification of the volcanic ash may have been a major source of the uranium that leached downward into the Salt Wash Member sandstones and weakly mineralized some of the Brushy Basin sandstone lenses. The Brushy Basin is 420-460 feet thick across the Calliham properties and 350-405 feet thick at the Sage Mine property. The difference in thicknesses is linked to the thickness of the Burro Canyon, where the Brushy Basin is thinner, the Burro Canyon is thicker. The sandstones can be aquifers. The Brushy Basin crops out on the claims in the upper slopes of Summit Canyon and Bishop Canyon, as far west as the NE ¼ of section 33, T32S, R26E. However, much of it is covered by large boulders of the overlying Burro Canyon and landslide debris. Good exposures can be seen locally in the walls of the Summit Canyon farther northeast.

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    The Salt Wash Member of the Morrison Formation consists of interbedded fluvial sandstones (about 60%) and floodplain-type mudstone units (40%). The Salt Wash sandstones are usually finer-grained than Brushy Basin sandstones. They are varieties of orthoquartzite, arkose, and tuffs. Major detrital components are quartz, feldspars, and rock fragments. Minor components include clays, micas, zircon, tourmaline, garnet, and titanium and iron minerals. The cement is authigenic silicates, calcite, gypsum, iron oxides, and clays. The Salt Wash sandstones usually crop out as cliffs or rims, whereas the mudstones form steep slopes in Summit and Bishop Canyons. These intervening mudstones contain considerable volcanic ash, similar to the Brushy Basin mudstones. Generally in the upper part of the Salt Wash, the numerous channel sandstones have coalesced into a relatively thick unit referred to as the Top Rim. The upper sandstone unit is much more resistant to erosion than the overlying Brushy Basin and often forms a bench in the canyon walls. Similarly, there is a thick sequence of channel sandstones at the base of the member called the Bottom Rim. Usually there are several thinner sequences or lenticular channel sandstones in the central part of the member which are termed Middle Rim sands. The largest deposits in the Uravan Mineral Belt and elsewhere in region are in the Top Rim, commonly referred to as the OBSS. The Salt Wash is up to 350 feet thick in the area of the Sage Plain Project. The upper part is exposed near the Sage Mine portal in the NE ¼ section 34, T32S, R26E. It is exposed in its entirety only on the eastern most claims in Bishop Canyon in section 29, T43N, R19W. Beginning just south of here, good exposures of the upper sandstones (OBSS) and the rest of the Salt Wash, along with numerous historic mines, can be seen for several miles to the northeast, in the walls Summit Canyon.

    The streams that deposited the Salt Wash sandstones flowed mostly in large meander belts across an aggrading, partly eroded plain with varying subsidence rates. The source area for most of the Morrison Formation was a highland about 400 miles to the southwest. The rocks eroding in the source area included volcanic, intrusive igneous, metamorphic, and minor sedimentary strata. Salt Wash streams flowed generally northeastward (Figure 7-6); however, some of the channel systems were obviously locally diverted by contemporaneous uplifting of the salt-cored anticlines. The Dolores Anticline five miles to the north does not have as much structural relief as most salt anticlines and appears to not have altered the direction of the Salt Wash to the extent of most anticlines. The direction of the main channel system (meander belt) at the Project area appears to be northeast. However, the influence of the Dolores Anticline might still be significant in that it possibly slowed stream flow, enhanced meandering, causing an increased occurrence of point bars and oxbow lakes, and the resultant abundant deposition of plant material. During burial, these carbon rich zones probably contained trapped, reduced waters which helped facilitate uranium precipitation.

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    The Salt Wash sandstones exhibit several facies and sedimentary features. These features can be seen in some outcrops, sometimes in drill core, and in underground mines. However, these features are usually too thin to be identified in borehole logs, such as neutron, induction, or resistivity logs. Large cross-bedding is common indicating stream thalwegs. Flat, thin bedding of low energy areas can be seen along with apparent levies and crevasse splays. Channel scouring is also common as are the associated point bar deposits of the meandering streams. The point bars are characterized by mudstone galls which are rip-up clasts from the scouring on the outside of previous meanders. The sand grains become finer upward. There are often abundant logs and other carbonaceous plant material in the point bars, which make this facies or close proximity a prime location for uranium deposition.

    The recent drilling by CPP at the Sage Plain Project shows the Top Rim interval consists of sandstone beds, varying widely from multiple 10-30 feet thick beds to single massive beds 30-70 feet thick. Multiple sandstone beds within the Top Rim are separated by thicker mudstones up to 15 feet thick and the massive beds typically end with thick mudstones, usually signifying the bottom of the Top Rim. Sandstone grain size on average is fine to medium, which is somewhat coarser than in the Uravan Mineral Belt. The thinner multiple sandstone beds of the Top Rim within the project area tend to be very-fine to fine grained. CPP’s 2011 drilling proved strong east-west and northeast-southwest trending mineralized areas in the Salt Wash member of the Morrison Formation. This drilling program will be discussed in detail in Section 11.

    Fossils in the Morrison include petrified wood and carbonized plant material, dinosaur bone, tracks, and embryos, and sparse microfossils in the thin fresh-water limestone beds.

    The Morrison overlies the Jurassic and Triassic San Rafael and Glen Canyon Groups. These consist of several hundred feet of red beds. The uppermost is the reddish-brown, thinly bedded mudstone and shale of the Summerville Formation, containing a few thin, slabby sandstone beds. It is about 90 feet thick. Small exposures of the Summerville exist only along the lower slopes of Bishop Canyon. It is the oldest stratigraphic unit exposed on the project property. Underlying the Summerville is the eolian Entrada Sandstone, some 90-150 feet thick. The Entrada does not crop out within the property boundary, but does immediately downstream in Bishop Canyon. It overlies the red shale beds of the thin Carmel Formation. The upper unit of the Glen Canyon Group is the Navajo Sandstone. It is light-brown, massive, cross-bedded eolian sandstone. Its thickness in the region is variable (175-200 ft), pinching out against most salt anticlines. The Navajo is above the Kayenta Formation. The Kayenta is up to 175 feet thick and composed of lenticular sandstones interbedded with minor siltstones, shales, and conglomerates. The basal unit of the Glen Canyon Group is the Wingate Sandstone. It also is massive eolian sandstone over 270 feet thick.

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    The Chinle Formation of Late Triassic age consists of bright red and red-brown mudstone and siltstone containing lenticular sandstones in the middle part, as well as thin beds of limestone-pebble conglomerate. The thickness of the Chinle varies greatly in the area, partly due to salt movement, and is about 600-650 feet at the Project. Important uranium deposits occur in the basal, calcareous, gray conglomerate (Moss Back Member) which has been mined 13-23 miles north of the Sage Plain Project property. Minor amounts of vanadium occur with the uranium in southern Lisbon Valley (0.47% V 2 O 5 ). Nearly 78 million pounds of U 3 O 8 (averaging 0.30% U 3 O 8 ) have been produced from the Moss Back (Chenoweth, 1990), mostly on the southwest limb of the Lisbon Valley anticline (southwest side of Big Indian Valley), which is the upthrown side of the Lisbon Valley Fault. One large mine, the Rio Algom Lisbon Mine, produced from approximately 2,700 feet deep on the down dropped side of the Lisbon Valley Fault (Huber, 1981). The basal Chinle beds at the Sage Plain Project area are greater than 2,300 feet deep. Potential for Chinle uranium deposits has not been explored at the Project area. The authors of the Cortez Quadrangle NURE report (Campbell et al., 1982) did not consider this area favorable for Chinle uranium deposits based on scattered oil well data. Other companies have done minor exploration for Chinle deposits a few miles to the north. Uranium mineralization has been found there, but not in economic quantities.

    Unconformably underlying the Chinle is the Triassic Moenkopi Formation. It is an evenly bedded, chocolate-brown shale and mudstone unit containing thin bedded ripple-marked sandstones, sporadic limestone lenses, and gypsum layers. Most salt anticlines were active following Moenkopi deposition, so it was mostly removed by erosion in the Big Indian District (Huber, 1981) to the north. Scattered oil well data near the Sage Plain Project indicate about 120 feet of Moenkopi lays beneath the Chinle (Shawe, 1968).

    The Permian Cutler Formation was deposited as a thick clastic wedge derived almost entirely from the Precambrian rocks of the ancestral Uncompahgre Uplift. It contains a variety of rock types from mudstones to conglomerates lain down in different depositional environments. Where sandstones lie subjacent to the Moss Back in the Lisbon Valley-Big Indian District, uranium deposits locally occur. One theory is the uranium migrated down dip into the Cutler sandstones from the Moss Back. Another theory is the uranium migrated up dip and precipitation was facilitated by reducing conditions produced by hydrogen sulfide leakage from deeper sediments. In the Cortez Quadrangle NURE report (Campbell et al., 1982), the authors indicate the Sage Plain Project area contains facies of the Cutler they think are favorable for uranium deposits. However, the possible lack of overlying favorable Chinle and the 100+ feet of Moenkopi present would preclude formation of uranium deposits if the first theory of downward migration is correct. At the present, though, the Cutler remains an untested potential host in the project area. Drilling to examine this stratigraphic horizon would be in excess of 2,500 feet deep. The Cutler overlies the limestones, clastics, and evaporites of the Pennsylvanian Hermosa Formation or the thin transitional Rico Formation, if present.

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    Structurally, the immediate area of the Sage Plain Project is very simple. The sedimentary sequence dips at a slight amount, usually less than 2 degrees to the southwest toward the Blanding Basin. The dip is the result of the northwest-trending salt-cored Dolores Anticline, the axis of which is about 5 miles northeast of the Project area. The other limb of the anticline dips much steeper, about 9 degrees to the northeast for 7 miles to the axis of the sub-parallel Disappointment Valley Syncline (See Figure 7-5). Nowhere along the axis of the Dolores Anticline does the salt breach the surface as it does in numerous other salt anticlines in the Paradox Basin; therefore it has not collapsed to the extent of the others. The Dolores zone of faults occurs on the northeast limb, mostly as small displacement, en echelon grabens, 8 miles northeast of the property. Another zone of faults defines the Glade graben about 16 miles to the southeast near and crossing the anticlinal axis, possibly related to some dissolution of salt. This zone has been projected westerly in the subsurface a few miles south of the Project area (Shawe, 1970). The axis of the Dolores Anticline plunges to the northwest. It re-emerges in that direction as the axis of the Lisbon Valley Anticline, a much more complex structure.

    7.3 Mineralization

    Mineralization trends of the Sage Plain area are shown in Figure 7-6. The uranium- and vanadium-bearing minerals in the Salt Wash Member of the Morrison Formation occur as fine-grained coatings on the detrital grains, they fill pore spaces between the sand grains, and they replace some carbonaceous material and detrital quartz and feldspar grains.

    The primary uranium mineral is uraninite (pitchblende) (UO2) with minor amounts of coffinite (USiO4OH). Montroseite (VOOH) is the primary vanadium mineral, along with vanadium clays and hydromica. Traces of metallic sulfides occur. In outcrops and shallow oxidized areas of older mines in the surrounding areas, the minerals now exposed are the calcium and potassium uranyl vanadates, tyuyamunite, and carnotite. The remnant deposits in the ribs and pillars of the old mines show a variety of oxidized minerals common in the Uravan Mineral Belt. These brightly-colored minerals result from the moist-air oxidation of the primary minerals. Minerals from several oxidation stages will be seen, including corvusite, rauvite, and pascoite. Undoubtedly, the excess vanadium forms other vanadium oxides depending on the availability of other cations and the pH of the oxidizing environment (Weeks et al., 1959). The Sage and Calliham Mines have been standing full of water for at least ten years, so no direct observations have been made of the mine workings. Fragments of ore can be found in the un-reclaimed waste rock pile at the Sage Mine. Samples of this material show some of the vanadates mentioned above.

    Some stoping areas in the Sage and Calliham Mines as well as the nearby Deremo Mine to the east and the Silver Bell and Wilson Mines to the north are well over 1,400 feet long and several hundred feet wide. The Indicated Mineral Resources of the Sage Plain Project properties identified through drilling are of similar size. Individual mineralized beds vary in thickness from several inches to over 10 feet.

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    Top Rim sandstone is quite variable because of its depositional nature but can usually be distinguished by it typically being the first thick sandstone encountered after the Brushy Basin. Across the project are, the individual beds only locally correlate from hole to hole, however, the elevation of the horizon as a whole at which the first thick sandstone bed is intercepted is fairly consistent. The Top Rim consists of sandstone beds, varying widely from multiple 10-30 foot beds to single massive beds 30-70 feet thick. Multiple sandstone beds within the Top Rim are separated by thicker mudstones up to 15 feet thick and the massive beds typically end with thick mudstones, usually signifying the bottom of the Top Rim. Sandstone grain size on average is fine to medium, which is somewhat coarser than in the Uravan Mineral Belt. The thinner multiple sandstone beds of the Top Rim within the project area tend to be very-fine to fine grained. One exception to the fairly consistent elevation of the Top Rim sandstone is in holes SP-11-001 and SP-11-002, where the mineralized horizon is within a sandstone bed about 50 feet higher than expected. This interval is still considered to be in the Top Rim. The interpretation of this anomaly is that locally the upper channel sandstone of the Top Rim is thicker than similar thin sandstones at this stratigraphic horizon and there is an abnormally large mudstone split separating the top most sandstone and the underlying sandstone beds. In hole SP-11-003, a quarter mile away, the mineralized part of the Top Rim elevation is consistent with the Sage Mine workings and other resources in the project area and the uppermost sandstone is again thinner.

    Kovschak and Nylund (1981) report no apparent disequilibrium problems in the mines of the La Sal area. Disequilibrium has not been reported as a significant problem in the Slick Rock District either. Therefore, CPP has no reason to anticipate any disequilibrium conditions within the Sage Plain Project property. Nonetheless, CPP is relying partly on historic and recent drilling results from downhole gamma logging (i.e., e U 3 O 8 ) and greater confidence will come when any issues with disequilibrium are better established through sampling in the mines or with core drilling.

    8.0 Deposit Types

    The Sage Plain Project uranium-vanadium deposits in the Jurassic Salt Wash Member of the Morrison Formation are sandstone-type deposits that fit into the U.S. Department of Energy’s (DOE) classification as defined by Austin and D’Andrea (Mickle and Mathews, 1978) Class 240-sandstone; Subclass 244-nonchannel-controlled peneconcordant. Any future deep drilling to explore for deposits in the Permian Cutler Formation would also target this class of deposit. Such deep drilling would penetrate the slightly shallower Triassic basal Chinle Formation (Moss Back Member). Deposit targets in the Chinle would fit the DOE classification as Class 240-sandstone; Subclass 243- channel controlled peneconcordant. These classes are very similar to those of Dahlkamp (1993) Type 4-sandstone; Subtype 4.1 - tabular/peneconcordant; Class 4.1.2 (a) Vanadium-Uranium (Salt Wash type) and Class 4.1.3 -basal-channel (Chinle type).

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    The Sage Plain and nearby Slick Rock and Dry Valley/East Canyon districts uranium-vanadium deposits are a similar type to those elsewhere in the Uravan Mineral Belt. The Uravan Mineral Belt was defined by Fischer and Hilpert (1952) as a curved, elongated area in southwestern Colorado where the uranium-vanadium deposits in the Salt Wash Member of the Morrison Formation generally have closer spacing, larger size, and higher grade than those in adjacent areas and the region as a whole (Figure 7-3). The location and shape of mineralized deposits are largely controlled by the permeability of the host sandstone. Most mineralization is in trends where Top Rim sandstones are thick, usually 40 feet or greater.

    The Sage Plain District appears to be a large channel of Top Rim sandstone which trends northeast, as one of the major trunk channels that is fanning into distributaries in the southern portion of the Uravan Mineral Belt. The Calliham/Crain/Skidmore (Calliham Mine) and Sage Mine deposits, as well as nearby Deremo and Wilson/Silverbell mines appear to be controlled by meandering within this main channel. Figure 7-6 is a generalized map of the Slick Rock channel system after Ethridge et al. (1980). Figure 8-1 shows the property boundary with the subject leases and claims and previous operator’s drilling along with the CPP drilling and resource blocks. Offset drilling for verification and fill-in exploration by CPP in the fall of 2011 shows persistent mineralization at the horizon of the historic mine workings and other horizons that can easily be accessed from those underground workings. Figure 8-2 is a cross-section showing these relationships. A complete discussion and details of the drilling results and conclusions are presented in Section 10 in this report.

    Most of the Uravan Mineral Belt districts consist of oxidized sediments of the Morrison Formation, exhibiting red, hematite-rich rocks. Individual deposits are localized in areas of reduced, gray sandstone and gray or green mudstone (Thamm et al., 1981). The Morrison sediments accumulated as oxidized detritus in the fluvial environment. However, there were isolated environments where reduced conditions existed, such as oxbow lakes and carbon-rich point bars, referred to as carbon facies rocks by Shawe (1976). During early burial and diagenesis, the through-flowing ground water within the large, saturated pile of Salt Wash and Brushy Basin material remained oxidized, thereby transporting uranium in solution. When the uranium-rich waters encountered the zones of trapped reduced waters, the uranium precipitated. Vanadium may have been leached from the detrital iron-titanium mineral grains and subsequently deposited along with or prior to the uranium.

    The habits of the deposits in the Sage Plain area have been reported to be typical of the Uravan Mineral Belt deposits. Where the sandstone has thin, flat beds, the mineralization is usually tabular. In the more massive sections, it “rolls” across the bedding, reflecting the mixing interface of the two waters. This accounts for the fact that there are several horizons within the Top Rim that are mineralized. Very thin clay layers on cross beds appear to have retarded ground water flow, which enhanced uranium precipitation. The beds immediately above mineralized horizons sometimes contain abundant carbonized plant material and green or gray clay galls. The mudstone beds adjacent to mineralized sandstones are reduced, but can grade to oxidized within a few feet. Lithology logs by CPP geologists for the 2011 drilling on the Project property record these same characteristics. There are no significant differences between mineral depositional habits in the Top Rim and those in lower Salt Wash sands. CPP drilling indicated mineralization occurs along with carbon “trash” zones in several drill holes, especially in hole CH-11-005.

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    The thickness, the gray color, and pyrite and carbon contents of sandstones, along with gray or green mudstone, were recognized by early workers as significant and still serve as exploration guides. Much of the Top Rim sandstone in the Sage Plain Project area exhibits these favorable features; therefore, portions of the property with only widely-spaced drill holes hold potential. However, without the historic drill data, it cannot be determined where sedimentary facies are located (e.g., channel sandstones thin and pinch-out, or sandstone grades and interfingers into pink and red oxidized sandstone and overbank mudstones). Furthermore, locations of interface zones of the oxidized and reduced environments are hard to predict. Until more historic data are obtained and/or more drilling occurs on the property away from the historic mines, these outlying areas remain exploration targets.

    9.0 Exploration

    Outcrops within a few miles of the Sage Plain Project were explored by prospectors in the early 20 th century for their radium and vanadium content. Uranium exploration in the region began in the mid-1940s (see Section 6 of this report for a more detailed history). Exploration by drilling progressed to the mesa tops as drilling equipment improved in the 1950s and 1960s. The deposits in the Sage Plain area were found and developed by other operators in the late 1960s and early 1970s. The area around the CPP mines was extensively drilled in the 1970s and early 1980s.

    During the operation of the underground mines, extensive stoping occurred. As the ore died-out in portions of the mines, longhole drilling was done for exploration of the continuation of the ore, often with good success. Much of the Mineral Resource reported in this report for the Calliham Mine was identified this way.

    CPP’s geologic staff evaluated the historic data. Based on this, a seventeen-hole rotary drill program (~11,300+ feet) was then designed and permitted by CPP in the fall of 2011. Seven holes were drilled at the Sage Mine property to confirm historic map data and explore for a possible east-west channel connecting the mine to a mineralized body to the west. Two holes testing the historically defined mineralized body confirmed the historic map data and one exploration hole intersected high-grade mineralization between the mine workings and the western mineralized body. Ten holes were drilled across the Calliham Mine properties (five on the Calliham Lease, three on the Skidmore Lease, and two on the Crain Lease) to confirm historic map data and expand known mineralization. Eight of the ten holes had significant mineralization, indicating the historic map data to be correct. One hole specifically targeted the Calliham Mine workings and another to test for the shallowest aquifer. The hole targeting the mine workings intersected the mine, as expected, adding more proof that the historic map data for the Calliham Mine are accurate.

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    10.0 Drilling

    As mentioned above, most of the drilling on the Calliham and Sage Mine properties was performed by the previous operators, namely Hecla, Atlas, Pioneer, and Truchas. There have been approximately 313 holes drilled on the Calliham lease, 300 on the Crain lease, 487 on the Skidmore lease, and 199 on the claims near the Sage Mine. A considerable, but unknown amount of drilling occurred historically on the eastern part of the claims along the benches of Summit and Bishop Canyons. More than 50 holes were drilled on the SITLA ML-49301 parcels. It is likely a few holes were drilled over the years on the other SITLA land of the Sage Plain project in sections 16 and 32, T32S, R26E. CPP has not yet acquired data on those two sections. Several hundred more holes were drilled north and east on land not controlled by EFR. Union Carbide’s preferred method of exploration at the nearby Deremo Mine in the 1970s and early 1980s was to rotary “plug” drill through the upper part of the hole, then core through the Top Rim uranium-bearing sandstone horizon. This allowed the company to do assays for both uranium and vanadium. Holes then usually were logged with a natural gamma probe for radiometric uranium grades.

    CPP has in its possession several maps showing the location of holes on and surrounding the Project properties, but the company at this date has not acquired any gamma logs for these holes. The Atlas, Pioneer, and Umetco drill maps and mine maps with longhole data are deemed to be accurate. However, without logs it is not possible to verify calculations of mineral intercepts. Alternate interpretations would be possible, especially in the thickly mineralized holes, if logs could be examined. CPP does not possess, nor have the company’s geologists seen, any original core obtained from the past drilling episodes.

    CPP conducted two drilling projects, one on the Sage Mine claims and one across the three Calliham Mine leases to verify some of the historic map data (drill hole intercepts), and to obtain more stratigraphic information for mine planning. Seven holes were drilled by CPP on the Sage Mine claims in October, 2011 totaling 4,873 feet. The drilling was successful in meeting the objectives of confirming the accuracy of the historic data and verifying a historically defined mineralized body. One hole exploring a possible mineralized trend connecting the mine to the western mineralized body intercepted 2.0 feet of 0.407% eU 3 O 8 . Another hole intercepted mineralization greater than 1.0 foot of 0.16% eU 3 O 8 . The remaining four holes were weakly mineralized (0.028% eU 3 O 8 or less) or barren.

    Ten holes were drilled by CPP across the three Calliham area leased properties in December, 2011 totaling 6,465 feet. This drilling was also successful in meeting the objectives of confirming the accuracy of the historic data and expanding known mineralized areas. Four holes intercepted mineralization greater than 1.0 foot of 0.20% eU 3 O 8 , and four other holes intercepted mineralization greater than 1.0 foot of 0.10% eU 3 O 8 . One hole was intentionally drilled into the mine workings so a water sample could be collected to aid in water treatment planning. This hole also intercepted mineralization greater than 1.0 ft of 0.10%eU 3 O 8 about 5 feet above the mine back elevation By hitting the mine workings, the accuracy of the historical mine maps is confirmed yet again.

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    Cuttings were logged with particular attention to sandstone color, carbon content, and interbedded mudstone characteristics. The holes were probed using a natural gamma tool along with resistivity and spontaneous potential logs when the holes contained water. An induction tool was used in holes that were dry. All holes were also logged with a deviation tool. Even though the digitally recorded data displays estimated U 3 O 8 content, the gamma logs were interpreted and mineralization calculated using the proven AEC method (area under the curve times the k factor equals the grade multiplied by the thickness (Scott et al., 1960)). It is believed that previous operators also used this method, or a close variant of it. The Colorado Plateau Logging, LLC tools were calibrated at the U.S. Department of Energy (DOE) test pits in Grand Junction, Colorado on August 24, 2011.

    11.0 Sample Preparation, Analyses, Security

    EFR has not conducted widespread and definitive sampling on the Sage Plain project. Previous underground mining activity, which resulted in development drifting and production at the two mines, will not be available for sampling until the mines are dewatered and the declines are rehabilitated. The estimation of resources in this report has relied upon documentation from earlier operators and the CPP 2011 drilling program. CPP employed a conventional combination of rotary drilling, geologic logging, and downhole electric and radiometric logging in its field program.

    Because CPP has not performed bulk sampling to date in the mine workings, the results of historical preparation techniques and analyses for these properties have been relied upon as being reasonably accurate. These tasks were performed by personnel of Atlas and Umetco who were experienced in uranium exploration and mining, sampling, and analytical methods, and the summary data appear to be in conformity with technological standards at the time.

    CPP collected samples from 7 holes during its 2011 drilling, amounting to 31 5-foot intervals of the rotary drill cuttings. Results from the first two holes sampled were submitted for uranium and vanadium analysis and have been received (the others have not yet been analyzed). The analytical work was performed by ALS Minerals, Reno, Nevada. Although grades obtained from rotary drill cuttings assays are not reliable due to mixing in the annulus, a reliable V 2 O 5 :U 3 O 8 ratio usually can be obtained. Duplicates and standards also were submitted to be assayed with the sampled cuttings.

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    It is the author’s opinion that the sample preparation, analytical procedures, and sample security for CPP drilling in 2011 have been adequate to assure reliable results for analyses received thus far and still to be received. Historical information on analyses and downhole probing also appear to be reliable within the normally accepted conditions for historical uranium data based on the companies involved, extent of available data, comparison with 2011 CPP drill hole results, and familiarity of CPP staff with past operators and their personnel.

    12.0 Data Verification

    Other than offsetting some of the historic drill holes and use of gamma logs where available, no verification of the historical data has been conducted. No core is available at the present time from the earlier exploration or production work. CPP does currently possess downhole gamma logs from the previous operators of the Crain lease. This information was used to target two verification holes drilled on that lease in 2011 by CPP. Holes CR-11-001 and 002 found the sandstones and mineralized intervals of historic holes CL-79-17, CL-79-2, CL-79-16, and CL-79-25 to be accurately logged, calculated, and recorded on the historic map by Pioneer Uravan.

    Similarly, although not having logs to use, CPP used the historic map data to target three holes each on the Calliham and Skidmore leases. One hole (CH-11-002) was also deliberately drilled to intersect the mine workings in the western part of the Calliham Mine. The mine roof was penetrated within a couple feet of the expected depth which gives credence to the accuracy of the historic map. On the Calliham lease, hole CH-11-004 intercepted 1.0 foot of 0.135% eU 3 O 8 at the same depth that corresponds to the historic grade of 1.0 foot of 0.16% eU 3 O 8 in hole SP-1043-78. Also on the Calliham property, hole CH-11-005 intercepted 1.0 foot of 0.744% eU 3 O 8 at the same depth that corresponds to the historic grade of 1.5 feet of 0.81% eU 3 O 8 in hole SP-148 and 1.0 foot of 1.0% eU 3 O 8 in hole C-32-72. On the Skidmore property, hole SM-11-001 intercepted 2.0 feet of 0.164% eU 3 O 8 at the same depth that corresponds to the historic grade of 1.5 feet of 0.67% eU 3 O 8 in hole SP-1495-81 and 1.3 feet of 0.29% eU 3 O 8 in hole SP-732-91. Two other horizons in hole SM-11-001 correspond to the nearest adjacent holes as well. Also on the Skidmore lease, hole SM-11-002 intercepted 2 feet of 0.397%eU 3 O 8 at the same depth that corresponds to the historic grade of 6 feet of 0.4% eU 3 O 8 in hole SP-1003-78 and 5 feet of 0.39% eU 3 O 8 in hole SP-1187-80.

    Based on these results, it is believed that CPP did enough drilling to provide reasonable confidence in the historical drilling data prior to re-opening the mines and directly accessing the mineralization in the mine workings. In addition, CPP staff personally know many of the workers of the previous operators in the Sage Plain area, as well as the reputations of the operators themselves. This direct familiarity lends confidence to CPP regarding the results of the operators and information provided by such previous workers.

    CPP collected samples from 7 holes during its 2011 drilling, amounting to 31 5-foot intervals of the rotary drill cuttings. These samples lack the absolute nature of core, being only chips which are diluted by cuttings from other rock in the bore hole. The samples, when analyzed, do provide information on the U 3 O 8 and V 2 O 5 content to estimate a ratio for the property economic evaluation. Four of the sample results received so far from the Sage Mine western area found the vanadium to uranium (V 2 O 5 :U 3 O 8 ) ratios ranged from 8.25:1 to 12.72:1 with the average at 9.80:1. This is somewhat higher than the historic resource values used by the previous operators. That historic data averages 6.25:1, which is the value used for the resource estimates in this report in order to remain conservative.

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    It is the author’s opinion that the uranium and vanadium data from CPP drilling in 2011 and from historical information on analyses and downhole probing are adequate for the purposes of this technical report and for basic resource estimation using these data.

    13.0 Mineral Processing and Metallurgical Testing

    The Slick Rock and Dry Valley Districts have a long history of uranium and vanadium production. Deposits from this district have been successfully milled at several historic mills in the region including Union Carbide’s (Umetco) mill at Uravan, Colorado, the Vanadium Corporation of America (VCA) mill at Monticello, Utah, the Atlas mill at Moab, Utah, and Denison’s mill in Blanding, Utah. The historic milling of district ores suggests at this point that the Sage Plain Project deposits will present no unforeseen problems with either metallurgical testing or processing.

    Testing of Calliham Mine and Sage Mine mineralized material should be performed after the mine is dewatered and rehabilitated to the point that representative samples can be obtained from in-place rock. A small ore pile (less than 10 tons) is present on the Sage Mine site near the portal and fragments of ore material exist in the waste rock pile there. Preliminary testing, if needed, could be performed on this material prior to re-opening of the Sage Mine.

    14.0 Mineral Resource Estimates

    Mineral resource estimates have been calculated by a modified polygonal method (polygons used are shown overall in Figure 8-1 and in Figures 14-1 and 14-2 which are specific to the individual mines). Tables 14.1 through 14.5 show the Measured, Indicated, and Inferred Mineral Resources for all properties controlled by CPP and EFR. The older drilling was often on 50-150 foot spacing in the well mineralized parts of the Sage Mine area. For the well mineralized parts of the Calliham and Skidmore leases, the drill hole spacing is usually 75-200 feet. On the Crain lease the drilling is usually 100-200 feet spacing in the mineralized areas, as is the case on ML-49301. Elsewhere on all properties drilling was done on wide-spacing initially (500-1,000 feet). Where favorable criteria were found, the operators tightened the pattern or did offsets at 100-200 feet resulting in several clusters of closer-spaced holes scattered around the entire property. The 2011 drilling program on the Sage Plain Project properties partially consisted of offset holes on spacings of 30-60 feet from historic holes. There were a few exploration holes, especially on the Sage Mine claims, in areas where historic drill holes are several hundred feet apart.

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    Where hole-spacing is closer than 100 feet, a perpendicular bisector method was used to create the polygons. Where hole spacing is greater than 100 feet, the holes used for mineral resource estimations are shown on the maps as squares of 100’ X 100’ (10,000 square feet). However, to remain conservative, a 50-foot influence distance centered on the hole has been used. Therefore, all polygons that exceed an area equal to a 50-foot radius circle (7,854 square feet) have been reduced to that area for tonnage calculations in the Mineral Resource blocks. Even though mineralization in these deposits can be highly variable over short distances in the deposit, past mining experience has shown that there is enough continuity over stoping distances or even a few contiguous resource polygons that production matches resource estimates quite well.

    At locations where drifting or stoping has removed portions of polygons, there have been appropriate reductions to the resources assigned those polygons. Next to mine workings, polygons based on holes drilled from the surface often overlap with polygons drawn on the underground longholes. Where this occurs, the surface hole polygon was trimmed and the longhole data used for the smaller polygon(s) adjacent to the mine. The distance of influence used for longhole intercepts never exceeds 40 feet from the hole.

    In some areas there are two or more mineralized horizons separated by more than two feet of waste. Where this occurs, there are two or more polygons drawn for the same hole. These may be of the same shape or different overlapping shapes, depending on the mineralization in the nearest neighboring holes used to define the polygons.

    The polygons that are adjacent to mine workings or are within a few hundred feet of the workings (so that they can be developed when the mines are reopened) and are clustered with other polygons are considered Measured Mineral Resources. For the in situ resource estimate, the thickness and grade assigned to each polygon equals that of the intercepts recorded in the center hole of the polygon. A tonnage factor of 15 cubic feet per ton is used for Salt Wash deposits.

    Indicated Mineral Resource blocks are drawn where mineralization correlates well and similar geological conditions are believed to be continuous between drill holes that are over 100 feet apart. The Indicated Mineral Resource blocks are individual holes or groups of holes that are separated from mine workings by a few hundred feet more than the Measured Mineral Resource blocks. The grade and thickness for the indicated blocks are weighted averages of the particular drill holes’ intercepts that define each block. The areas of indicated blocks are shown on Figure 8-1.

    Inferred Mineral Resource blocks are partially drilling-confirmed, geologically favorable areas where other deposits could occur in the defined channels. Mineral trends often follow the directions of the sandstone channels. The Sage Plain Project has three areas where the mineralization found in wide-spaced holes suggests Inferred Mineral Resources may exist. The Inferred Mineral Resources are detailed in Table 14.5 and the areas are shown on Figures 14-1 and Figure 14-2.

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    Sandstone thickness, the gray color, and pyrite and carbon contents of sandstones, along with gray or green interbedded or underlying mudstone, indicate areas of sandstones that are favorable for containing uranium-vanadium mineralization. These conditions allow geological definition of Inferred Mineral Resources, in conjunction with some drilling data, and Exploration Targets where no drilling data are available or are too far away to be considered relevant to defining Inferred Resources.

    Mining assumptions were used in determining a cutoff grade for the resource estimates. The minimum mining thickness for this type of sandstone uranium deposit is considered to be 2 feet. Uranium grades of 0.00% are used to dilute any intercept less than 1 foot to meet the 2 feet minimum. Mining dilution is considered to be 1 foot of waste for mineralized thicknesses greater than 1 foot, but less than 6.0 feet or an appropriate fraction of a foot (if the intercept is greater than 6 feet) up to 7.0 feet. A resuing or split-shooting mining approach will be followed to minimize dilution when extracting thin zones. The eventual stope height will be 7 feet or greater to allow the mine to advance. At the time of mining, the waste above or below the mineralized horizon, or waste separating two mineralized streaks, is blasted separately. This waste layer usually must be more than two feet thick to be considered worth shooting separately. Depending on the waste-ore configuration in the face, the mineralized zone may be blasted before the waste or vice-versa. For the Calliham and Sage Mines, 7.0 feet is the assumed minimum stope height. Mineralized intercepts greater than 7.0 feet are not diluted for resource calculations. It is conservative to use waste at zero grade for the dilution, because there is often lower-grade material adjacent to the target mineralized zones.

    Vanadium assays are available for some of the drill holes. Where no data exist on vanadium content, the intercept is assigned a value based on the historical Umetco Minerals resource estimate for the various properties (Umetco, 1991). These V 2 O 5 :U 3 O 8 ratios range from 4.75:1 up to 8.95:1. The combined properties of the Calliham Mine and the Sage Mine average 6.25:1. This is the ratio used for resource estimation where no data occurs. This ratio cannot be guaranteed and must be used only as a historical estimator for vanadium mineralization potential.

    A cutoff of 0.07% U 3 O 8 , after the dilution has been applied, is used in all resource estimates for the Sage Plain Project properties that are based on historic or current drilling results. This cutoff is somewhat subjective and was chosen based on experience of CPP staff and on the basis of the lowest grade intercepts that are likely to be mined based on a tentative mine plan and location of such intercepts in or adjacent to development entries that will be mined regardless of the grade of involved mineralized sandstone. Assumptions involved in use of this cutoff are as follows:

    1)

    Development entries will be made to access Indicated and Measured Mineral Resources of sufficient size to warrant mining to their locations and room-and- pillar mining of the resources. Such entries will follow the historic random pattern of mining areas that is driven by the localized nature of areas of mineralization. A good example can be seen on Figures 8-1.

    2)

    Entries can and will intercept some lower grade material that would not necessarily be economically mineable as standalone resources.

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    3)

    Vanadium grade, in combination with uranium grade, can be high enough to warrant mining a resource area even if the uranium contents in all holes in that area would not be sufficient to make the mineralization mineable through uranium content alone.

    4)

    The thickness of the drill intercept in mineralized material makes some areas attractive because of available volume of mineralization even when relatively low grade for uranium.

    5)

    Any mineralized material below the cutoff grade that is mined during development or room-and-pillar extraction will be considered waste regardless of contained uranium and vanadium values.

    6)

    Indicated or Measured Mineral Resources may still prove to be uneconomic to mine upon performance of a full feasibility analysis or due to economic or mining conditions at the time mining proceeds towards such resource areas. The inverse also could be true. A substantial increase in the price of uranium or vanadium could result in a lower cutoff being in effect during mining.

    7)

    Minimum mining thickness is 2 feet using the split-shooting or resuing mining methods.

    Existing paper maps prepared by the previous operators were electronically scanned to create digital data that could be evaluated. This was used to design the CPP drill program for 2011. Field work by CPP staff found several of the old drill holes were labeled. These locations were recorded with hand-held GPS devices and used to rectify the scanned historic maps to real coordinates. Many other historic hole locations are visible, even though the labels are now missing, on the Crain and Skidmore leases. Therefore, CPP believes the accuracy of the historic maps is adequate for the polygon method of Mineral Resource estimation described above. It would be difficult to accurately resurvey most of the old holes on the Calliham lease because most are on cultivated or pasture land and were reclaimed more than 20 years ago.

    The mineral resource estimates that follow are based on CPP’s 2011 drilling, historic drill records, and maps of the companies mentioned above as well as general knowledge of the area. EFR geologists are acquainted with many of the project geologists, mining engineers, and miners that worked these properties during the past and with the reputations of those companies doing the work. Therefore, the following resource estimates are believed to be reasonable for the Sage Plain Project properties. The combined Measured and Indicated Mineral Resources for the Sage Plain Project above a diluted cutoff of 0.07% U 3 O 8 are 642,971 tons (undiluted) at 0.220% U 3 O 8 and 1.39% V 2 O 5 containing 2,833,795 lbs U 3 O 8 and 17,829,289 lbs V 2 O 5 . The Mineral Resources of each part of the Sage Plain property are detailed below.

    14.1a Measured Mineral Resources on Calliham Lease (CPP ownership)

    Measured Mineral Resource estimates on the Calliham lease are based on polygons drawn around both surface drill holes and underground longholes. The blocks or polygons of Measured Mineral Resources are shown on Figure 14-1. The drill hole information used in this estimate is shown in Table 14.1.

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    The available data yield a total Measured Mineral Resource of 905,410 lbs U 3 O 8 and 5,665,534 lbs V 2 O 5 , contained in roughly 224,998 tons of in-situ material at grades of 0.201% U 3 O 8 and 1.26% V 2 O 5 . Diluted to an average mining thickness of 4.2 feet, the grades are 0.156% U 3 O 8 and 0.98% V 2 O 5 in 290,092 diluted tons.

    14.1b Indicated Mineral Resources on Calliham Lease (CPP ownership)

    Indicated Mineral Resource estimates on the Calliham lease, where mineralized horizons correlate well in holes greater than 100 feet apart, have been calculated for 5 areas. These combine for an Indicated Mineral Resource of 29,556 lbs U 3 O 8 and 184,726 lbs V 2 O 5 , contained in roughly 9,660 tons of material at grades of 0.153% U 3 O 8 and 0.96% V 2 O 5 . Diluted to mining thickness of 4.9 feet, this material is approximately 12,143 tons at grades of 0.122% U 3 O 8 and 0.76% V 2 O 5 (see the lower part of Table 14.1 and Figure 14-1).

    14.2a Measured Mineral Resources on Skidmore Lease (100% EFR ownership)

    Measured Mineral Resource estimates on the Skidmore lease are based on polygons drawn around both surface drill holes and underground longholes. The blocks or polygons of Measured Mineral Resources are shown on Figure 14-1. The drill hole information used in this estimate is shown in Table 14.2.

    The available data yield a total Measured Mineral Resource of 1,083,398 lbs U 3 O 8 and 6,405,329 lbs V 2 O 5 , contained in roughly 228,222 tons of material at grades of 0..237% U 3 O 8 and 1.40% V 2 O 5 . Diluted to a mining thickness of 3.8 feet, the grades are 0.177% U 3 O 8 and 1.05% V 2 O 5 in 306,458 tons of material.

    14.2b Indicated Mineral Resources on Skidmore Lease (100% EFR ownership)

    Indicated Mineral Resource estimates on the Skidmore lease, where mineralized horizons correlate well in holes greater than 100 feet apart, have been calculated for 4 areas. These combine for an Indicated Mineral Resource of 34,214 lbs U 3 O 8 and 213,836 lbs V 2 O 5 , contained in roughly 6,992 tons of material at grades of 0.245% U 3 O 8 and 1.53% V 2 O 5 . Diluted to mining thickness of 4.9 feet, this material is approximately 8,787 tons at grades of 0.195% U 3 O 8 and 1.22% V 2 O 5 (see the lower part of Table 14.2 and Figure 14-1).

    14.3a Measured Mineral Resources on Crain Lease

    CPP has data generated by Truchas and Pioneer Uravan for the Crain lease, including maps and gamma logs. Therefore, using the same methodology for resource estimation as for the surface drilling on the other leases, CPP has calculated Measured Mineral Resources on this parcel. No underground workings of the Calliham Mine reached this property, but are within 75 feet of it making this resource accessible from the mine. The deposit is continuous across the property line from the Skidmore parcel resources. The Measured Mineral Resource of the Crain lease is 216,740 lbs U 3 O 8 and 1,354,624 lbs V 2 O 5 , contained in roughly 63,408 tons of material at grades of 0.171% U 3 O 8 and 1.07% V 2 O 5 . Diluted to a mining thickness of 4.0 feet, the grades are 0.131% U 3 O 8 and 0.82% V 2 O 5 . The blocks used in this estimate are listed in Table 14.3 and shown on Figure 14-1.

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    14.3b Indicated Mineral Resources on Crain Lease

    Indicated Mineral Resource estimates on the Crain lease, where mineralized horizons correlate well in holes greater than 100 feet apart, have been calculated for 6 areas. Three of these drill holes have intersected high-grade zones. These combine for an Indicated Mineral Resource of 104,835 lbs U 3 O 8 and 655,216 lbs V 2 O 5 ,contained in roughly 9,688 tons of material at grades of 0.541% U 3 O 8 and 3.38% V 2 O 5 . Diluted to mining thickness of 4.1 feet, this material is approximately 12,417 tons at grades of 0.422% U 3 O 8 and 2.64% V 2 O 5 (see the lower part of Table 14.3 and Figure 14-1).

    14.4a Measured Mineral Resources on Sage Claims

    Measured Mineral Resource estimates on the Sage Mine area of the claims are based on polygons drawn around both surface drill holes and underground longholes. The blocks or polygons of Measured Mineral Resources are shown on Figure 14-2. The drill hole information used in this estimate is shown in Table 14.4.

    The available data yield a total Measured Mineral Resource of 451,410 lbs U 3 O 8 and 3,298,574 lbs V 2 O 5 ,contained in roughly 98,992 tons of material at grades of 0.228% U 3 O 8 and 1.67% V 2 O 5 . Diluted to a mining thickness of 4.4 feet, the grades are 0.180% U 3 O 8 and 1.32% V 2 O 5 . Where CPP drilled in the western part of the claims, there is a thick, additional sandstone above the main part of the Top Rim of the Salt Wash. The lower part of the Top Rim here correlates well with the Top Rim sandstones at the leases to the north and to the horizon of the Sage Mine and remaining resources to the east. The 2011 drilling discovered good grade mineralization at both of these levels, which are about 60 feet apart. This distance is not too great to prevent mining of both horizons, but will necessitate additional development drifts to access the upper zone.

    14.4b Indicated Mineral Resources on Sage Claims

    Indicated Mineral Resource estimates on the Sage claims, where mineralized horizons correlate well in holes greater than 100 feet apart, have been calculated for 1 area. This area’s Indicated Mineral Resource is 8,232 lbs U 3 O 8 and 51,450 lbs V 2 O 5 , contained in roughly 1,011 tons of material at grades of 0.407% U 3 O 8 and 2.54% V 2 O 5 . Diluted to mining thickness of 3.0 feet, this material is approximately 1,517 tons at a grade of 0.271% U 3 O 8 and 1.70% V 2 O 5 (see the lower part of Table 14.4 and Figure 14-2).

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    14.5 Inferred Mineral Resources on Sage Plain Project Properties

    A careful geologic review of the previous workers’ drill hole and mine maps, along with general knowledge of the adjoining properties was done. Based on isolated mineralized holes and the interpretation of favorable sandstone channels, Inferred Mineral Resources were estimated. The details are in Table 14.5 and the areas are shown in the listed Figures. The combined Inferred Mineral Resources for the Sage Plain Project above a diluted cutoff of 0.07% U 3 O 8 are 49,135 tons (undiluted) at 0.184% U 3 O 8 and 1.89% V 2 O 5 containing 181,274 lbs U 3 O 8 and 1,854,033 lbs V 2 O 5 . Future drilling will test these inferred areas. This Inferred Mineral Resource estimate on the individual properties of the Project is listed below

    All estimates of Inferred Mineral Resources must be considered speculative and require confirmation by drilling or mining. There is no guarantee that Inferred Mineral Resources will ever be realized as or advanced to indicated or measured resources or reserves.

    14.6 Historical Resources and Exploration Targets

    There are two portions of the Sage Plain Project property for which CPP has not obtained enough data or conducted any verification work. Both of these areas had considerable exploration work in the past by other operators. The in-house reports of those companies indicate there are Historical Mineral Resources on these parcels. The two areas with the Historical Resources are discussed below.

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    All estimates of Historical Mineral Resources must be considered speculative and require confirmation by drilling or mining. There is no guarantee that Historical Mineral Resources were correctly estimated by a previous operator or will ever be realized as or advanced to indicated or measured resources or reserves.

    Some areas within the Sage Plain Project property remain unexplored at this time. The mineralized trends follow the direction of the sandstone channel meander belts from southwest to northeast. There are sub-trends that align northwest-southeast, as can be seen in the Deremo Mine. A few scattered surface holes within the project boundary encountered favorable sandstone and require offset drilling. Much of the surface drilling only penetrated the Top Rim sandstone of the Salt Wash, so there may be unknown lenticular Middle Rim sandstones which could be mineralized. The deeper Moss Back Member of the Chinle Formation and even deeper Cutler Formation sandstones have not been tested to CPP’s knowledge anywhere on the Project property. Some specific Exploration Targets are described below.

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    All Exploration Targets must be considered speculative and require confirmation by drilling or mining. There is no guarantee that Exploration Targets will ever be realized as any category of Mineral Resources or advanced to indicated or measured resources or reserves.

    15.0 Mineral Reserves Estimates

    CPP is in the process of preparing a detailed evaluation of the mining process and economics needed to mine and produce the resources in the areas of the Calliham and Sage Mines. Because this is not yet complete, the current report will not assign any of the known Mineral Resources to a Mineral Reserve category. However, because this work is well underway, this report will briefly address many of the following items that are usually only applicable to Advanced Property Technical Reports.

    16.0 Mining Method

    The mining of all resources in the Sage Plain Project will be by conventional underground methods. These methods have been used very successfully in the region for over 100 years. The nature of the Salt Wash uranium-vanadium deposits require a random room and pillar mining configuration. The deposits have irregular shapes and occur within several close-spaced, flat or slight-dipping horizons. It often rolls between horizons. The use of rubber-tired equipment allows the miners to follow the ore easily in the slight dips and to ramp up or down to the other horizons. The deposits are accessed from the surface through long declines at gradients of 8-15%, depending on depth and locations suitable for portal sites. The Salt Wash sandstones are usually quite competent rock and require only moderate ground support. The overlying Brushy Basin mudstones are less competent, so the declines are often supported by square set timber or steel arch and timber lagging. The Salt Wash deposits are usually thinner than the mining height needed for personnel and equipment access. Therefore, the ore is mined by a split-shooting method.

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    The split-shooting mining method involves assessing each face as the stopes advance by the mine geologist, engineer, mine foreman, or experienced lead-miner. Because the grades and thickness of the typical Salt Wash uranium-vanadium deposits are highly variable, they are usually unpredictable from one round to the next. (A round is a complete mining cycle of drill-blast-muck-ground support, if needed to be ready to drill again; a normal round advances a face about 6 feet.)

    Typically, the thickness of the mineralized material is less than the height needed to advance the stope. As the stope face is being drilled, the blast holes are probed with a Geiger Counter probe in order to estimate the U 3 O 8 grade. The uranium-vanadium mineralization is usually dark gray to black. The mineralization sometimes rolls, pinches or swells, or follows cross-beds within the sandstone. Therefore the miner will also use drill cutting color as a criterion to help guide blast hole direction and spacing. This irregular habit of the deposit can result in holes collared in mineralized material ending in waste, or, conversely, holes collared in waste will penetrate mineralized material much of their length.

    Based on the results of the assessment of the blast holes drilled in the face, the round will be loaded and shot in two or more stages. Depending on the location and thickness of the mineralized material in the face (there may be multiple mineralized layers); the miner will attempt to blast either only mineralized material or only waste rock. They will muck it out as clean as possible, then shoot the remaining rock and muck it cleanly. In resource estimates, one foot of waste is added to the mineralized material for dilution because of this method. The amount of waste rock shot before or after the mineralized material results in typical stope heights of eight-to-nine feet. The minimum height needed to advance the stope is about seven feet, so any drill intercept greater than seven feet does not receive dilution in resource estimate calculations.

    As with the split-shooting method of mining, resuing mining involves very selective separation of the waste rock from the ore. Ore grade material is determined by probing drill holes in the face of the stope. In resuing, waste is blasted or otherwise removed from one side of the ore zone. The ore in that zone is then extracted, thereby leaving any waste on the other side of the ore zone in place. If additional stope space is needed or a second ore zone occurs behind the remaining waste, that waste is removed without dilution to the ore zones. The lower limit of waste volume that can be extracted without disturbing ore is a function of the precision with which waste areas of the drill pattern can be selectively blasted without unduly increasing mining costs.

    17.0 Recovery Methods

    Historically, the uranium-vanadium ores from the Sage Plain District and others districts of the Uravan Mineral Belt have been successfully processed in conventional mills in the region. One mill is currently operating the region, Denison Mines’ White Mesa Mill at Blanding, Utah, 54 miles away. Energy Fuels Resources Corporation has a fully licensed and permitted mill proposed for the area, the Piñon Ridge Mill in Montrose County, Colorado, 76 miles away. The milling operation involves grinding the ore into a fine slurry and then leaching it with sulfuric acid to separate the metals from the remaining rock. Uranium and vanadium are then recovered from solution in separate solvent extraction processes. The uranium is precipitated as a U 3 O 8 concentrate, “yellow cake”, which is dried and sealed in 55-gallon steel drums for transport off-site. The vanadium concentrate is precipitated then fused into a V 2 O 5 product called “black flake” which is also transported in 55-gallon steel drums.

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    18.0 Project Infrastructure

    The Sage and Calliham Mines were profitable producers in the 1970s and early 1980s, considering the price of uranium verses the cost to mine at that time. The mines were serviced by sufficient electricity supply (most of this is still in-place or can be easily reinstalled), and an adequate road system for ore shipment. The Calliham Mine has been completely reclaimed, so its surface facilities will be reconstructed. The portal will be reestablished with steel sets and timber lagging. The decline will be rehabilitated and vent holes re-opened, if possible, or new vent holes will be constructed with a raise-bore machine. Some buildings remain at the Sage Mine site, and their usefulness is being evaluated. They will be reconditioned or replaced, as needed. The main new infrastructure at both mines will be water treatment facilities.

    CPP recently completed an exploration drilling program which was used to gather preliminary information on groundwater near the mines. Once the evaluation of this and other data being collected is completed, the size and design of the water treatment systems will be finalized. It is possible that these may be temporary facilities used to dewater the mines; but, if water inflow is small, they may not be needed if there is no water to discharge during operations.

    CPP has anticipated needs for several buildings at the Calliham and Sage Mines. The production rates for the mines are estimated to be 200 to 250 tons per day at the Calliham and 50 to 100 tons per day at the Sage.

    The Calliham Mine will require:

    The Sage Mine will require:

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    CPP presently has multiple phases of work planned. An initial phase of rehabilitation work on both mines will consist of digging out the backfilled portals, installing new ground support for the first few tens of feet at each (possibly longer at the Calliham Mine due to the shallow cover in the portal area), and constructing security gates. The mines will then be evaluated for the amount of rehabilitation needed in the declines. Required monitor wells will be installed. For the second phase, once rehabilitation work is scheduled, the mines will be dewatered. This will require the installation of the water treatment facilities. Electrical service will be reinstated and buildings will be constructed during this second phase.

    Cost for the planned water treatment plant, pond and other infrastructure, and pumping equipment and operating costs to dewater both mines is estimated to be about $2 million.

    Expenditures related to improvement and maintenance of the waste rock dump and stockpile areas at the Sage Mine are planned at less than $50,000 and will be done in early 2013. Similar work at the Calliham Mine will cost about $50,000 and begin as soon as the permit is issued from DOGM.

    Once the mines are dewatered, the sumps will be rehabilitated. The next rehabilitation work underground will be to restore access to two of the existing ventilation shafts, line the shafts, and install fans and emergency escape hoists. It is estimated this phase will cost about $2,660,000 at the Calliham and $1,340,000 at the Sage for similar work (one vent hole). The work will include communications and other systems needed for operation and safety, along with safety materials. Rehabilitation of the existing drifts to access most of the remaining Mineral Resources in the Calliham Mine may cost as much as $1,580,000. At the Sage Mine, to access the remaining Mineral Resource near the current mine workings will cost about $380,000.

    Contractor and/or internal labor costs are included in each category listed above. Supervision costs for the entire rehabilitation project, including project foreman, consultant oversight, and staff salaries, are estimated at $160,000.

    The total capital and labor cost for the entire rehabilitation project are estimated to be approximately $5,800,000 at the Calliham and $2,300,000 at the Sage prior to commencement of new development and anticipated new production from any of the Measured Mineral Resources.

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    19.0 Market Studies and Contracts

    19.1 Uranium

    The uranium market is followed closely by two consulting firms: UxC and TradeTech. Each of these reports spot and long term prices for U 3 O 8 on a weekly basis. Additionally, many securities and investment banking firms provide ongoing analysis and outlook for uranium supply, demand, and prices in the future.

    Based upon the ongoing review of these several sources of information by EFR staff, the shortfall in uranium production will be significant for the reasonably foreseeable future. Until about 2015-2016, that shortfall will be covered with drawdowns from various forms of inventory. After that, demand can only be covered by a significant increase in primary production. The need for higher prices to generate this additional production leads to an expectation for higher prices for U 3 O 8 , surpassing the current quoted prices of $51.50 for the spot market, and $62.00 for the long term contract market.

    Because of the very high value of the commodity, the uranium market is a totally global market without any freight cost barriers to product movement. Uranium produced anywhere in the world can readily find its way to a market for nuclear fuel.

    19.2 Vanadium

    The primary market for vanadium is the steel manufacturers. Well over 90% of worldwide vanadium production is used as an alloying agent for strengthening and toughening steels. There is a newly developing market for vanadium as an electrolyte for high capacity batteries that are envisioned to find use in the renewable energy business. These batteries conceptually could solve the problem of storing renewable energy when it is generated, and putting that energy out on the grid when it is needed.

    Vanadium is a broker market with several intermediaries buying product from the primary producers and typically converting that vanadium to ferrovanadium for direct charge into the steelmaking furnaces. Prices for vanadium are historically quite volatile, but have been holding in the $7.00 per pound area for the last 3 to 4 years. The total annual V 2 O 5 market is about 150 million lbs. The vanadium to be produced by the mines being developed by CPP will represent about 2% of the total vanadium demand and should have little or no effect on price.

    20.0 Environmental Studies, Permitting and Social or Community Impact

    20.1 Permitting History

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    The Sage Mine was developed in the 1970s and a permit application for the Calliham Mine and Sage Mine was submitted by Atlas Minerals to the Utah Division of Oil, Gas and Mining (DOGM) in June 1977 when the Utah Mined Land Reclamation Program was fully implemented. The Sage and Calliham mines are two separate mines with the entrances to their respective declines being about 1.5 miles apart. The two mines were ultimately permitted under Permit M/037/023 in January 1984. The two mines were placed on standby by Atlas in January 1982 in response to depressed uranium prices. Atlas reported a combined production from the two mines of 41,541 tons of ore and 48,142 tons of waste during the last year of operation in 1981, with the majority of this production probably coming from the larger Calliham Mine.

    In the fall of 1988, Atlas transferred the Sage Mine to Butt Mining Company (operated by Jim C. Butt) under a new Small Mine Permit (S/037/058) and the Calliham Mine to Umetco Minerals under the existing Large Mine Permit (M/037/023). Umetco mined the Calliham briefly in 1990-1991. They completed reclamation of the mine to the satisfaction of DOGM in 2000 and the bond for M/037/023 was released. Butt Mining Company reportedly mined 3,000 tons of ore from the Sage Mine in 1990 when vanadium prices were relatively high, but the mine has otherwise remained inactive up to the current time. In the spring of 2007, the permit was transferred to Plateau Resources Limited, Inc. (a.k.a., U.S. Energy). The permit was later transferred in the fall of 2008 to Uranium One Exploration, now Uranium One Americas, which has posted a reclamation bond of $20,800. CPP, in cooperation with Uranium One, has filed an application with DOGM to get this permit transferred from Uranium One to CPP. CPP will post the bond with any inflationary increases DOGM may require, which is likely to be no more than a 10% increase. The Sage Mine is located on public land managed by the BLM. However, the Sage Mine does not have a Plan of Operations, and a National Environmental Policy Act (NEPA) analysis never was conducted at this site because the mine pre-dates the implementation of these laws and regulations.

    20.2 Current Sage Mine Status

    The part of the Sage Mine site under the DOGM permit consists of an approximately 4 acre portal area with several old Butler buildings, a water well and storage tank, decline, and waste dump within Summit Canyon. It is accessed by a dirt road from the Calliham Mine through Wildhorse Canyon, a tributary to Summit Canyon. There is also a vent shaft on the plateau above the main mine area about 1 mile south of the entrance to the decline. The entrance to the decline was backfilled at one time, but the ground in this area since has collapsed allowing some access to the decline. Reportedly, the back has caved in farther down the decline as well. Some low-grade ore is also present on top of the waste dump. In the mine’s current state, it would require approximately $50,000 to restart the project. CPP intends to dig out this backfill, re-timber the portal, and install a gate to secure this open portal because of public access and safety concerns. That work also will allow further investigation of the decline and determination of additional rehabilitation needed.

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    20.3 Sage Mine Permitting Requirements

    A summary of the three major permits needed to reopen the mine follows. Minor permits for air quality, water rights, storm water, and the county also will be required.

    DOGM Small Mine Permit: Completion of the permit transfer from Uranium One is the first step, and the requisite bond will be posted. An interest-bearing CD held by a bank probably would be the most convenient form of bonding. The current permit only covers the existing disturbance and would not allow for resumption of mine operations because the waste dump would have to expand to accommodate additional waste. Fortunately, DOGM recently increased the acreage limit for small mines in unincorporated areas from 5 acres to 10 acres, which would allow CPP to expand the size of the mine under a small mine permit without exceeding the 10-acre threshold assuming that access roads don’t cause the maximum to be exceeded.

    The existing permit does, however, allow CPP to open the decline back up and evaluate the condition of the decline and the mine workings. Assuming that rehabilitation is feasible, it is recommended CPP submit a revision to the permit for:

    1.

    Expansion of the waste dump and ore stockpile area;

    2.

    Construction of new and/or additional buildings or installation of trailers;

    3.

    Surface drainage control features;

    4.

    Additional ventilation shafts as needed; and,

    5.

    A comprehensive reclamation plan and revised reclamation cost estimate.

    BLM Plan of Operations and Environmental Assessment: The information assembled for the DOGM Small Mine Permit will satisfy most of the requirements for the BLM Plan of Operations. Additional items needed for the BLM submittal include an ecological survey (vegetation, wildlife, soils, and wetlands), cultural resource survey, and ore transportation plan. Under NEPA, an Environmental Assessment (EA) will be required; which is typically done by a third-party contractor (paid for by the project proponent) under the direction of the BLM. The EA evaluates project impacts and mitigation measures and allows for approval of the project under a Finding of No Significant Impact (FONSI).

    Utah Division of Water Quality (DWQ) Mine Water Discharge Permit: The Sage Mine is a moderately wet mine. Accordingly, mine water will need to be pumped from the mine during startup and possibly on a continual basis during operations, unless the inflow is sufficiently low so that it all can be used for drilling and dust suppression. Assuming there is a need to dispose of water on a continual basis, it could be done by one of two methods. Lower inflows could be disposed of in evaporation ponds while higher flows would require smaller holding ponds and a water treatment system to remove radium and any other constituents of concern. All ponds would need to be double-lined with leak detection. Evaporation ponds would require a ground-water (i.e., zero) discharge permit from DWQ, whereas a pond and treatment system would require both a ground-water and surface-water discharge permit. Because of its size, an evaporation pond likely would need to be located next to the vent shaft on the plateau where there is more room for such a facility.

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    20.4 Current Calliham Mine Status

    The Calliham Mine has been completely reclaimed, the reclamation bond released, and all permits terminated. The approximately 20 to 30 acres of reclaimed area at the main portal is bisected by the upper reach of Wildhorse Canyon. During reclamation, Umetco Minerals removed the low-grade ore stockpiles and pads from the southwest side of the drainage and incorporated these materials into the waste dump northeast of the drainage. The waste dump then was regraded and covered with topsoil borrowed from the southwest end of the site. The southwest portion of the site also was used as a topsoil borrow area for reclamation of other nearby Umetco Minerals’ mines. The southwest portion of the site, which originally included the ore stockpile pads and the aforementioned evaporation ponds was completely recontoured and seeded after borrow operations were completed.

    The Calliham Mine had a total of five ventilation shafts. Their coordinates and diameters are shown in Attachment 1. The four-foot diameter Calliham No. 1 shaft was cased and was reclaimed by cutting off the casing six feet below grade and placing a ½-inch steel plate over the casing plus some concrete and backfilling with soil. The remaining four vent shafts were uncased and reportedly backfilled with waste rock to 10 feet below grade. A 5-foot concrete plug and 5 feet of soil backfill completed the reclamation of these shafts. At the owners’ requests, concrete pads and powerlines were left unreclaimed at some of the vent shafts.

    20.5 Calliham Mine Permitting Requirements

    Prior to starting major permitting for the site, it is recommended that an exploration permit be obtained from DOGM to reopen the Calliham Decline and the Calliham No. 1 Vent Shaft to determine whether the decline is in good enough shape to allow for rehabilitation. Assuming that the decline is in reasonable shape, a summary of the three major state permits needed to reopen the mine follows. All three state permits likely would trigger a public comment period and associated public meetings. A permit with the BLM also may be required because a portion of the existing decline is located below BLM surface land; this possibility is discussed in more detail below. Minor permits for water rights, storm water, county special use, etc. also may be required.

    DOGM Large Mine Permit: This permit would include operating and reclamation plans, as well as comprehensive descriptions of environmental and health and safety issues. Based on a brief site visit, waste rock likely would be located northeast of the Wildhorse Canyon drainage and ore stockpile pads southwest of the drainage, similar to the pre-reclamation surface layout. Trailers and/or modular buildings for administrative, dry, and shop use also likely would be placed southwest of the drainage. On both sides of the drainage, topsoil would be stripped and placed in stockpiles above the new facilities. Drainage control features and sediment ponds would be placed around and below the mine facilities to control surface water runoff.

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    The operating plan would include mine dewatering and either evaporation ponds or holding ponds and a water treatment plant. Atlas reported water inflow of 10 gpm in 1981 with elevated concentrations of uranium, radium, and arsenic. However, it would be very beneficial to get more recent data from Umetco personnel when they operated the mine in the early 1990s. Evaporation ponds and/or holding ponds and water treatment facilities probably would be best located on Jack Calliham’s property over the western-most downdip portion of the mine. These facilities could be easily accessed off the county road that runs north-south along the west side of his property.

    Given the increased ventilation required by MSHA’s diesel particulate matter regulations, a large number of ventilation shafts will be needed to operate this mine. Some of the older shafts could be reopened, especially the Calliham No. 1 Shaft, which was not backfilled. New, large diameter vent shafts will also be needed along with associated surface facilities (i.e., emergency escapeways, power drops, air compressor stations, and water supply stations).

    The DOGM large mine permit, once approved, likely will require bonding in the amount of $150,000 to $250,000.

    Utah Division of Water Quality (DWQ) Mine Water Discharge Permit: The Calliham Mine will need to be dewatered during rehabilitation and then kept dewatered during mine operations. The DWQ requires that groundwater (zero) discharge permits be obtained for all ponds and surface water discharge permits be obtained for treating and discharging water from the site. Groundwater monitoring wells will need to be installed at proposed evaporation and treatment facilities and background water quality levels established prior to obtaining approval of a groundwater discharge permit.

    The Utah groundwater discharge permits currently require double liner systems with leak detection for all holding ponds and evaporation ponds at uranium mines. Liners would likely be HDPE or HDPE with a clay underliner. The choice between evaporation and water treatment will be decided based on cost. Evaporation systems require greater upfront capital cost but have much lower operating and maintenance costs. If water treatment is selected, the water can be discharged into two or three different hydrologic basins (depending on whichever has the least restrictive discharge standards) because the proposed water treatment location is situated near a topographical high between basins. Water treatment in Utah typically consists of removing uranium and radium, but arsenic and selenium also could require treatment. Treatment for uranium and radium is not difficult, but trace metals pose greater technical challenges. Treated water also could be used for crop irrigation and stock watering if approved by the state.

    Utah Air Quality Division (AQD) Minor Permit: Given the large number of vent shafts and anticipated life-of-mine production greater than 100,000 tons of ore, this project will need an air quality permit for fugitive dust and radon emissions from ventilation shafts and disturbed surface areas. As long as we are careful to place exhaust shafts away from residential areas, the technical issues should be minimal. It may be necessary to install an on-site meteorological station to record wind directions and speed in the vicinity of our exhaust shafts.

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    BLM Plan of Operations and Environmental Assessment: Given that no surface disturbance of BLM land is involved, it is likely that the local BLM office will issue a Categorical Exemption (Cat-Ex) for the underground decline on BLM land. A Cat-Ex would exempt the project from having to file a Plan of Operations with the BLM and prepare an Environmental Assessment. However, there is a possibility that the BLM could insist on greater involvement in the project because of political pressure from their state office and/or environmental groups. If this were to happen, it would add considerable cost and time to the permitting effort. However, the project still would be permitted under an Environmental Assessment (EA) rather than a larger and more comprehensive Environmental Impact Statement (EIS).

    20.6 Permitting Informational Need

    The following information will need to be collected by exploration and operations personnel prior to preparing the permit applications.

    Groundwater Information: The amount and quality of the water flowing into the mine needs to be accurately characterized by discussions with the old miners familiar with the mine, measurements and samples from exploration drill holes, and measurements and samples from the decline and cased vent shaft.

    Surface Water Information: The frequency and quantity of surface water flow through Wildhorse Canyon needs to be characterized by discussions with adjacent land owners familiar with the area.

    Topographical Information: The main site and ancillary sites need to be surveyed for design of the mine facilities and ultimate reclamation. Given the relatively large size of the main mine surface area and the large number of remote vent shafts needed; consideration should be given to doing an aerial topographic survey of the property.

    Ventilation: Mine ventilation needs to be evaluated and vent shafts (existing and future) located based on known ore zones.

    Mine Design: Surface facilities need to be laid out at the portal and all vent shafts and borings need to be surveyed, including power lines, roads, water evaporation/treatment facilities, air compressor stations, and power drops.

    20.7 Permitting Progress for Both Mines

    The following environmental permitting tasks were completed in recent months:

    Calliham Mine

    43


    Sage Mine

    44


    The following information will need to be collected by exploration and operations personnel prior to preparing the permit applications.

    20.8 Permitting Approach

    Subcontractors will be hired as needed to support the permitting effort. EFR personnel have considerable recent permit success with county, state, and federal agencies for mines in Colorado and Utah, as well as having received approval of permits and radioactive material license for the proposed Piñon Ridge uranium-vanadium mill in Montrose County, Colorado. Therefore, CPP can prepare a large percentage of the permit applications in-house, but will need specialists to do the ecological and cultural resource surveys, the geotechnical design for any ponds, water treatment design (if needed), and to file water rights applications. Groundwater monitoring wells will need to be installed and sampled early in the project if evaporation ponds or water holding and treatment systems are required. Socioeconomic impacts also will be studied by a specialized contractor.

    Permit applications will be prepared by Energy Fuels’ environmental staff with consultants’ reports included as attachments. Maps will be prepared using GIS. Once the applications have been submitted, on-site meetings with state and BLM personnel will follow to orient the technical reviewers for these agencies.

    45


    20.9 Permitting Timeline

    With the exploration drilling complete and assuming reopening of the mine portals can occur by end of April 2012, the following 16- to 20-month schedule can be implemented. Ideally, the Sage and Calliham Mines can be permitted at the same time to minimize travel and meeting expenses.

    If groundwater does not need to be pumped and evaporated/treated during operations, the schedule can be reduced to 12 to 14 months.

    20.10 Estimated Permitting Costs

    If groundwater does not need to be pumped and evaporated/treated during operations, estimated permitting costs are:

    EFR Environmental Staff: $ 140,000  
    Ecological Contractor: $  30,000  
    Archeological Contractor: $  10,000  
    NEPA Contractor: $  60,000  
    Air Quality Contractor: $  25,000  
    Geotechnical/Water Treatment Contractor: $ 90,000
    Monitoring Wells & Met Station: $  70,000  
    Miscellaneous Contractors: $  10,000  
      $ 435,000  

    These costs do not include initial collection of information, engineering design, or on-site rehabilitation and compliance-related activity. Estimated costs are based on permitting the Sage Mine at the same time as the Calliham Mine. If they are permitted at different times, the estimated costs would increase by about 20 percent.

    46


    21.0 Capital and Operating Costs

    Although CPP is advancing this project toward mining, the project is still in the early stages of mine design. A conceptual model exists based on historic mining methods in the region, on mines currently in production by other operators (Denison Mines- Pandora and Beaver Mines), and on other projects being developed by EFR (Whirlwind Mine and Energy Queen Mine). The specific plans (equipment, ventilation, man-power, production rates, development scheduling, etc.) have not been developed yet for the Calliham and Sage Mines. Therefore, the capital and operating costs cannot be discussed in this report in any meaningful fashion. Permitting cost estimates are listed in Section 20 and rehabilitation costs are discussed in Section 18 of this report.

    22.0 Economic Analysis

    CPP is only in the early stage of economic evaluation of the project. Once the mining plan is finalized and cost estimates are more firm, the economics of the project will be analyzed. This will include the potential of milling the product at the Denison White Mesa Mill or at the proposed EFR Piñon Ridge Mill. A projection of market prices for uranium and vanadium will be assessed and an economic model developed. This work will lead to determination of Internal Rate of Return and Net Present Value of the project (each mine will be modeled separately). Sensitivity analyses will follow.

    23.0 Adjacent Properties

    There are parcels to the north, east, and south of the Sage Plain Project properties that are reported to contain large uranium-vanadium deposits. The surface and mineral rights of the private land are not all leased at this time, but some is bound by option agreements of another company with the owners. The nearby BLM land is also mostly claimed by other parties. The private land with private minerals, the federal minerals under private land, and the federal land with federal minerals are identified on Figure 4-5. Based on the resource estimates taken from historic summaries by Umetco Minerals Corporation (Hollingsworth, 1991) and knowledge of other prior work in the area, many of these properties are known to have uranium-vanadium deposits or enough mineralization to make them highly prospective exploration targets. A summary of these properties follows:

    Silver Bell Mine property : The mineral rights of the N ½, N ½ S ½, SE ¼ SE ¼ sec. 21, S ½, W ½ NW ¼ sec. 22, and S ½ SW ¼ sec. 15, T32S, R26E are held by members of the Knuckles family. Most of this is private land, but the SE ¼ SW ¼ sec. 15 is BLM land on which they own unpatented mining claims. Likewise, they own unpatented claims in the fractional sections 23 and 26, T32S, R26E, along the Colorado state line. This property covers the Silver Bell Mine workings and the reclaimed shaft that accessed it. This mine was closed due to depressed uranium and vanadium prices in the 1980s. Umetco Minerals operated it. At the time that the Calliham Mine closed and was reclaimed, Umetco was driving a drift toward the Silver Bell from the Skidmore lease with plans to connect the two in order to have access for rubber-tired equipment through the Calliham Mine decline. It is known to hold significant remaining resources. The Silver Bell land boarders the Skidmore and Crain leases of the CPP Project land on the north. It is anticipated that the Silver Bell Mine is flooded similar to the Calliham Mine.

    47


    Wilson Mine property: The mineral rights of the S ½ SE ¼ sec. 15, NE ¼, E ½ NW ¼, sec. 22 is owned by Don Wilson. This property covers the Wilson Mine, which is connected to the Silver Bell and was accessed through a shaft, now reclaimed. It also is known to have some remaining resources. The Wilson parcel is separated from the CPP Crain lease by one-half mile width of the Silver Bell property. It is anticipated that the Wilson Mine is flooded similar to the Calliham Mine.

    Federal Mineral-BLM and DOE: The land to the east in Colorado which lies north of the CPP claims is owned by the U.S. government. Most of this is for three miles to the east on the north side of Summit Canyon is controlled by the DOE. The C-SR-11A lease tract covers parts of sections 23, 24, 25, and 26, T43N, R20W, and the W ½ section 16, T43N, R19W, NMPM. It is held by Golden Eagle Uranium LLC. Contiguous to that to the northeast is DOE tract C-SR-11, which is leased by Cotter Corporation. Other federal land east and north of the CPP claims along Summit and Bishop Canyons are covered by unpatented claims of various ownership. South of the CPP Sage claims is a parcel of BLM land with federal minerals in the NW ¼, N ½ SW ¼, section 3, T33S, R26E.

    Other acreage : The other land in sections 33, 34, and 35, T32S, R26E, and in sections 3, 4, 5, and 6, T33S, R26E, along the south side of the CPP property is privately owned surface and minerals of various ownership. Some of this is J.H. Ranch Inc land under option to lease by NUECO. The same is true for the private land surrounding the CPP SITLA lease, ML-49301.

    There is one small exception: W ½ SW ¼ section 9, T33S, R26E is BLM surface, but without locatable minerals. The BLM mineral map shows this parcel as federal ownership of only oil and gas rights. It is assumed that these 80 acres were homesteaded, then the surface rights given back to the federal government. If that is true, then the mineral ownership other than oil and gas remains in private hands and will need to be researched to determine true ownership for uranium rights.

    All land south of the CPP claims in Colorado is also private of varying ownership, as is the land east of ML-49301.

    Land west and north of the Skidmore lease in section 20 and 29, T32S, R26E is private. Farther north, the land surrounding CPP’s SITLA leases, ML-51145 and ML-51953 is also private, a portion of which is under option to lease by NUECO.

    24.0 Other Relevant Data and Information

    No Social or Community Impact studies have been performed yet, but are planned as part of permitting and additional property analyses. It is expected that reopening of the Sage and Calliham Mines will have positive financial impacts on the nearby small communities of Dove Creek, Egnar, and Ucolo as well as the larger town of Monticello due to the need for skilled and unskilled labor and supplies for both operations. The surrounding areas of southeastern Utah and southwestern Colorado have been relatively depressed economically since the decline of uranium mining and milling in the 1980s. Additional exploration and production activity in the Sage Plain Project and other planned mines and exploration projects in the region will bring much needed employment and commerce to the area.

    48


    25.0 Interpretations and Conclusions

    Mr. Peters has reviewed the CPP resource estimates and supporting documentation and is of the opinion that classification of the mineralized material as Measured, Indicated or Inferred Mineral Resources meets the definitions stated by NI 43-101, and also meets the definitions and guidelines of the CIM Standards on Mineral Resources and Reserves (adopted by the CIM Council on December 30, 2005). Dilution has assumed waste material to have a grade of zero, no dilution for intercepts greater than 7.0 feet, and dilution of 1 foot of waste for all intercepts less than 6.0 feet (with appropriate decreasing fraction of 1 ft for intercepts between 6.0 and 7.0 feet).

    The CPP 17-hole drilling campaign in late 2011 was successful in meeting the objectives of verifying resources and adding to the Measured, Indicated, and Inferred Mineral Resources, with 10 holes containing mineralization greater than 1.0 ft of 0.10% U 3 O 8 . The Measured Mineral Resources (above a diluted cutoff of 0.07% U 3 O 8 ) are estimated to be approximately 615,620 tons, in-situ, containing 2,656,958 lbs U 3 O 8 and 16,724,061lbs V 2 O 5 . Indicated Mineral Resources are calculated to be approximately 27,351 tons holding 176,837 lbs U 3 O 8 and 1,105,228 lbs V 2 O 5 . A minimum mining thickness of 2.0 feet has been employed in this estimate, and dilution has conservatively assumed waste material at a zero grade. All of this material is within 2,000 feet of existing underground workings. Inferred Mineral Resources based on geological analysis and available drill holes are estimated to be about 49,136 tons at a grade of 0.185% U 3 O 8 (181,275 lbs) and 1.89% V 2 O 5 (1,854,034 lbs).

    During the earlier periods of exploration, not all drill holes were assayed for vanadium. Therefore, it must be noted that the stated vanadium content represents the district-wide production average based on a 6.25 multiplier of associated uranium grade. This ratio derives largely from historic drill records and from the mining that occurred in the area mines prior to the Calliham Mine closure in 1991. Vanadium:uranium ratios derived from samples collected during the 2011 CPP drilling program have confirmed this multiplier as a conservative value for use in resource estimation.

    There is potential to expand the estimated resources with additional surface drilling and underground development and longhole drilling. CPP is planning on utilizing these techniques in the coming years to better define uranium-bearing material suited for extraction. No documented economic analysis has been performed to date which supports classification of any of the Measured, Indicated, or Inferred Mineral Resources as reserves.

    49


    26.0 Recommendations

    The Author recommends that CPP proceeds with the following efforts as the Sage Plain Project re-opens the mines, begins rehabilitation and development activity, and plans future production.

    Permitting

    1)

    Complete full hydrogeological investigations for surface and ground water characterization. Determine mine dewatering and water treatment options for both mines and which discharge permit should be pursued.

    2)

    Construct monitoring wells as needed for permitting purposes.

    3)

    Perform biological and archeological surveys as required for federal and state permitting.

    4)

    Perform EA for Sage Mine area.

    5)

    Obtain necessary state and county permits to allow facilities to be built and mine re-opening to proceed.

    Mine Rehabilitation and Planning

    1)

    Because a permit exists for the Sage Mine, get that transferred to CPP and as quickly as possible re-open the portal and re-establish the beginning of the incline. Quickly evaluate rehabilitation needs for the incline beyond the portal and determine costs and how long it would take to dewater the mine and restore access to known resources along old entries. Given the Measured and Indicated Resources to the west of the incline and the old workings, a new entry could be driven west from the incline to access those resources while rehabilitation and dewatering are proceeding for the old mine workings.

    2)

    Perform a Preliminary Economic Assessment (PEA) for both the Calliham and Sage Mines to determine which known resources could be considered reserves, once the inclines are rehabilitated and mines dewatered, including determining current mining costs, production amounts, and so on.

    Acquisitions

    1)

    Complete as soon as possible the purchase from Umetco of the property covering the former Calliham Mine portal and ore and waste storage areas so that portal re-opening and incline rehabilitation can proceed as soon as related permits are in place.

    2)

    Investigate cost and timing of acquisition or leasing of the mineral rights for the Silver Bell and Wilson Mines and surrounding properties, including such surface rights as may be necessary to provide adequate ventilation ad escapeways for those mines and known and potential resource areas to the north of the Calliham Mine.

    50



    3)

    Investigate costs and timing of acquisition or leasing of the land to the south of the Calliham Mine portal and west of the Sage Mine so that exploration targets in that area can be evaluated both with surface drilling and as the Sage Mine develops entries toward that area to access know resources in currently CPP controlled properties.

    Exploration

    1)

    Perform surface drilling to confirm resources in the Black Spider claims area and in ML-49301, where historic resources are known, but distribution is uncertain.

    2)

    Perform surface drilling on the properties discussed in section 14.6 to determine if these Exploration Targets have definable resources and can be moved up to Inferred or higher level resources. A program of at least 15 drill holes should be devoted to this purpose, with the holes spaced around the properties adequate to identifying mineralization and trends of such mineralization.

    3)

    Although some of the “exploration” of the Calliham and Sage Mines areas will be performed underground as development proceeds, it is recommended that additional surface drilling be done for the areas to the north of the majority of the Calliham workings and up to the Silver Bell Mine resources to aid in guiding development of connecting workings between the mines and side entries of those connecting workings.

    As a follow-on to the preliminary economic assessment (PEA) currently being performed internally by EFR, prepare or have prepared a full feasibility (economic and mining) analysis to convert indicated mineral resources into probable and/or proven mineral reserves. (Estimated cost for the PEA = $50,000).

    27.0 References

    Cadigan, R. A., 1967, Petrology of the Morrison Formation in the Colorado Plateau Region, U.S.G.S. Professional Paper 556.

    Campbell, John A., Franczyk, Karen J., Lupe, Robert D., and Peterson, Fred, 1982, National Uranium Resource Evaluation, Cortez Quadrangle, Colorado and Utah, U.S. Department of Energy, PGJ/F-051(82).

    Cater, Fred W., Jr., 1955, Geology of the Egnar Quadrangle, Colorado, U.S.G.S. Map GQ 68.

    Chenoweth, W. L., 1981, The Uranium-Vanadium Deposits of the Uravan Mineral Belt and Adjacent Areas, Colorado and Utah, in Western Slope Colorado, New Mexico Geological Society 32 nd Guide Book.

    51


    Chenoweth, W. L., 1990, Lisbon Valley, Utah’s Premier Uranium Area, A summary of Exploration and Ore Production, Utah Geological and Mineral Survey OFR 188.

    Dahlkamp, Franz J., 1993, Uranium Ore Deposits, Springer-Verlag, Berlin.

    Doelling, H. H., 1969, Mineral Resources, San Juan County, Utah, and Adjacent Areas, Part II: Uranium and Other Metals in Sedimentary Host Rocks, Utah Geological and Mineralogical Survey, Special Studies 24.

    Ethridge, F.G., Ortiz, N.V., Sunada, D.K., and Tyler, Noel, 1980, Laboratory, Field, and Computer Flow Study of the Origin of Colorado Plateau Type Uranium Deposits, Second Interim Report, U.S.G.S. Open-File Report 80-805.

    Fischer, R. P. and Hilpert, L. S., 1952, Geology of the Uravan Mineral Belt, U.S.G.S. Bulletin 988-A.

    Hackman, R.J., 1952, Photogeologic map of the Verdure-1 Quadrangle, Colorado-Utah, U.S.G.S. Trace Elements Memo, TEM-399.

    Hollingsworth, J. S., January 25, 1991, Summary of Mineable Reserves: Umetco Minerals Corporation, in-house report.

    Huber, G.C., 1981, Geology of the Lisbon Valley Uranium District, Southeastern Utah, in Western Slope Colorado, New Mexico Geological Society 32 nd Guide Book.

    Kovschak, A. A., Jr. and Nylund, R. L., 1981, General Geology of Uranium-Vanadium Deposits of Salt Wash Sandstones, La Sal Area, San Juan County, Utah, in Western Slope Colorado, New Mexico Geological Society 32 nd Guide Book.

    Mickle, D.G. and Mathews, G.W., eds., 1978, Geologic Characteristics of Environments Favorable for Uranium Deposits, U.S. Department of Energy Open-file Report GJBX-67(78).

    Minobras Mining Services Company, 1978, Uranium Guidebook for the Paradox Basin, Utah-Colorado: Bonsall, California (formerly Dana Point, California), 95p.

    Scott, J.H., Dodd, P.H., Droullard, R.F., Mudra, P.J., 1960, Quantitative Interpretation of Gamma-Ray Logs: U.S.A.E.C., RME-136.

    Shawe, Daniel R., Simmons, George C., and Archbold, Norbert L., 1968, Stratigraphy of Slick Rock District and Vicinity San Miguel and Dolores Counties, Colorado, U.S.G.S. Professional Paper 576-A.

    Shawe, Daniel R., 1970, Structure of the Slick Rock District and Vicinity, San Miguel and Dolores Counties, Colorado, U.S.G.S. Professional Paper 576-C.

    52


    Shawe, Daniel R., 1976, Sedimentary Rock Alteration in the Slick Rock District, San Miguel and Dolores Counties, Colorado, U.S.G.S. Professional Paper 576-D.

    Shawe, Daniel R., 2011, Uranium-Vanadium Deposits of the Slick Rock District, Colorado, U.S.G.S. Professional Paper 576-F.

    Thamm, J. K., Kovschak, A. A., Jr., and Adams, S. S., 1981, Geology and Recognition Criteria for Sandstone Uranium Deposits of the Salt Wash Type, Colorado Plateau Province-final report, U.S. Department of Energy Report GJBX-6(81).

    Weeks, A. D., Coleman, R.G., and Thompson, M. E., 1959, Summary of the Ore Mineralogy, in Geochemistry and Mineralogy of the Colorado Plateau Uranium Ores, U.S.G.S. Professional Paper 320.

    Wallis, Stewart, C., 2005, Technical Report on the Sage Plains Uranium Properties, Utah, Prepared for U.S. Energy Corp., Roscoe Postle Associates, Inc.

    53


    28.0 Certificate of Qualifications and Signature

    I, Douglas C. Peters, do hereby certify:

    1.

    That I graduated from the University of Pittsburgh with a Bachelor of Science degree in Earth & Planetary Sciences in 1977.

       
    2.

    That I graduated from the Colorado School of Mines with a Master of Science degree in Geology in 1981 and with a Master of Science degree in Mining Engineering in 1983.

       
    3.

    That I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI-43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101), and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101. I hold the following certifications and memberships applicable to these requirements:


      A.

    Certified Professional Geologist #8274 (American Institute of Professional Geologists)

      B.

    Registered Member #2516800 (Society for Mining, Metallurgy, and Exploration, Inc.)


    4.

    That I have practiced my profession for over 30 years, the last 15 of which have been as an independent consulting geologist.

       
    5.

    That I am responsible for this technical report titled: “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx- Royal JV) Sage Plain Project (including the Calliham and Sage Mines), San Juan County, Utah and San Miguel County, Colorado”, dated December 16, 2011, and that property was visited by me on December 6, 2011.

       
    6.

    That I have had no prior experience with the Sage Plain Property that is the subject of this Technical Report and have had previous experience with other uranium properties in Colorado, New Mexico, Utah, and Wyoming.

       
    7.

    That this report dated December 16, 2011, and titled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx- Royal JV) Sage Plain Project (including the Calliham and Sage Mines), San Juan County, Utah and San Miguel County, Colorado” is based on published and unpublished maps and reports, on discussions with representatives of Energy Fuels Resources Corporation, Lynx-Royal, and discussions with other persons familiar with this type of mineral deposit.

    54



    8.

    That I am not aware of any material fact or material change with respect to the subject matter of the Technical Report that is not reflected in the Technical Report, the omission of which would make the Technical Report misleading or would affect the stated conclusions.

       
    9.

    That I am independent of Energy Fuels Resources Corporation and its parent, Energy Fuels Inc., and Lynx-Royal JV and its parent, Aldershot Resources Ltd., applying all of the tests in section 1.4 of NI 43-101.

       
    10.

    That I am the owner of Peters Geosciences, whose business address is 825 Raptor Point Road, Golden, Colorado 80403.

       
    11.

    That I have read NI 43-101 and NI 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

       
    12.

    That I consent to the filing of this Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files or on its website accessible by the public.

    Signed and dated this 16 th day of December, 2011.


    Douglas C. Peters, CPG

    55


    APPENDIX

    56


     


     


     


     



    Exhibit 99.17

    Management’s

    Discussion

    &

    Analysis

    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    March 7, 2012

    INTRODUCTION

    The following discussion and analysis, which is the responsibility of management, should be read in conjunction with the Condensed Consolidated Interim Financial Statements and accompanying notes of Energy Fuels Inc. (the “Company” or “Energy Fuels” or “EFI”) for the quarters ended December 31, 2011, December 31, 2010, and the year-ended September 30, 2011. This discussion contains certain forward-looking information and statements. Please see “Risk Factors” and “Cautionary Statement on Forward-looking Information and Statements” for a discussion of the risks, uncertainties and assumptions relating to this information and these statements. These are subject to significant risks and uncertainties that may cause projected results or events to differ materially from actual results or events.

    In this discussion, the terms “Company”, “we”, “us” and “our” refer to the Company and, as applicable, the Company’s wholly-owned subsidiaries Energy Fuels Resources Corporation (“EFRC”), Energy Fuels Exploration Inc., Magnum Uranium Corp. (“Magnum Uranium”) and its wholly-owned subsidiary Magnum Minerals USA Corp. as a group and Titan Uranium Inc. (“Titan”) and its wholly-owned subsidiaries Titan Uranium USA Inc. and Uranium Power Corp. as a group. All financial information in this discussion and analysis is presented in United States dollars unless otherwise stated and have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

    Additional Information

    Additional information relating to Energy Fuels Inc., including all public filings and financial statements, are available on SEDAR at www.sedar.com , and on the Company’s website at www.energyfuels.com .

    Stephen P. Antony, P.E., President & CEO of the Company, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the exploration information and technical disclosure in this MD&A.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 2

    QUARTER ENDED DECEMBER 31, 2011 SIGNIFICANT EVENTS

    Acquisition of Titan Uranium Inc. (Subsequent to Quarter End)

    On December 5, 2011 the Company and Titan Uranium Inc. entered into a Business Combination Agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (“Arrangement”), all of the outstanding common shares of Titan. The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012 and the acquisition was completed on February 29, 2012. Pursuant to the Arrangement, Titan shareholders received 0.68 common shares of EFI for each whole common share of Titan.

    Prior to the acquisition, Titan had mineral properties located in the Athabasca Basin in Canada and in Wyoming and Utah in the U.S. On February 23, 2012, Titan sold its Canadian mineral properties to Mega Uranium Ltd. (“Mega”) in exchange for 10,000,000 common shares of Mega, valued at $3,450,000 at the date of sale. Titan’s primary U.S. mineral property is the Sheep Mountain Project located about 8 miles south of Jeffrey City, Wyoming.

    The Company will continue Titan’s design and permitting plan for the Sheep Mountain Project which includes an open pit mine, an underground mine and the operation of a uranium processing facility utilizing heap leach recovery. In March 2011, Titan released a 43-101 Technical Report which reported Indicated Mineral Resources of approximately 30.4 million lbs. U 3 O 8 (13.8 million tons averaging 0.11% eU 3 O 8 ), including 14.2 million lbs. U 3 O 8 (6.4 million tons at 0.11% eU 3 O 8 ) categorized as Probable Mineral Reserve.

    On March 1, 2012, the Company announced an updated Preliminary Feasibility Study (“2012 PFS”) for the Sheep Mountain Project which increased the Probable Mineral Reserve to 18.4 million lbs. U 3 O 8 (7.5 million tons at an average grade of 0.123% eU 3 O 8 ). Total Measured & Indicated resource is 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 . Under the 2012 PFS, the concurrent development of both the underground and open pit deposits generates a pre-tax Internal Rate of Return (“IRR”) of 42%, with a Net Present Value (“NPV”) of $201 million at a 7% discount rate, and an NPV of $146 million at a 10% discount rate. Initial CAPEX is $109 million.

    The Company is considering a modified plan which would require a much reduced initial capital investment of $61 million. The modified plan initially develops the open pit only, and delays producing the underground deposit until the 5th year of operations. The modified plan would generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate.

    The Company believes the Sheep Mountain Project provides a number of significant benefits including the following:

    Pinõn Ridge Mill Project and Colorado Plateau Mineral Properties

    The Company achieved the following milestones related to the licensing process for the proposed Piñon Ridge Uranium and Vanadium Mill (“Mill”):

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 3

    QUARTER ENDED DECEMBER 31, 2011, SIGNIFICANT EVENTS (continued)

    Pinõn Ridge Mill Project and Colorado Plateau Mineral Properties (continued)

    Advanced the strategic objective of expanding and consolidating assets located in the Western U.S. and in the historic Colorado Plateau uranium/vanadium mining district as follows:

    OUTLOOK

      1.

    Colorado Plateau -- Subject to the timing of successful completion of litigation activities related to the License followed by construction of the Mill, production from the Mill and the Company’s mines in the Colorado Plateau district would begin in late 2013 or early 2014.

         
      2.

    Wyoming -- Continuing, and successfully executing Titan’s current permitting plan for the Sheep Mountain Project, production from Sheep Mountain could begin in 2015.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 4

    OUTLOOK (continued)

    OVERVIEW AND DESCRIPTION OF BUSINESS

    Energy Fuels is a Toronto, Ontario based uranium and vanadium exploration and mineral development company listed on the Toronto Stock Exchange; trading symbol: ‘EFR’. The Company’s mission is to build a fully-integrated uranium and vanadium production company through exploration, development, mining, milling and sales, primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado, Utah and Arizona) and Wyoming.

    Colorado Plateau

    The Colorado Plateau contains the highest grades of uranium in the United States and has seen the most historic uranium production of any region in the United States. In the 42 years between 1948 and 1990, approximately 250 million pounds of natural uranium (“U 3 O 8 ”) were produced from Colorado and Utah, an average of about 6 million pounds per year. This production ceased only because uranium prices would no longer support the costs of production, not because of resource depletion. Substantial uranium and vanadium resources remain to be developed on the Colorado Plateau.

    The Company has strategically focused on the Colorado Plateau for the following reasons:

    The Company currently has two fully-permitted mines in its mineral property portfolio. The Whirlwind Mine is located in the Northern Uravan Mineral Belt approximately 4 miles southwest of Gateway, Colorado. The Energy Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 5

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Colorado Plateau (continued)

    In July 2007, Energy Fuels acquired an 880 acre site approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which to build the Piñon Ridge Uranium and Vanadium Mill. The Piñon Ridge mill site is large enough to accommodate a mill that processes 500 tons of ore per day for at least 40 years. The ore will be supplied from a regional resource base (in Colorado, Utah, Arizona, and New Mexico) estimated by the United States Energy Information Administration (“EIA”) in 2008 to contain up to 86 million tons of ore at an average grade of 0.142% (242 million lbs. of U 3 O 8 at a price of $50.00/lb) . While the mill is designed and permitted to process 500 tpd of ore per day, it could be expanded to a 1,000 tpd production rate if market conditions warrant. Expansion to 1,000 tpd would require application for permit modifications and be subject to the regulatory processes associated therewith.

    After acquisition of the land in July 2007, work started immediately to gather the necessary environmental baseline and site characterization data to support the license application. Basic engineering design of the mill was initiated soon afterward in the fall of 2007.

    In July of 2008, the Company applied to Montrose County, Colorado, for a Special Use Permit (“Permit”), requesting that the land use designation for the 880 acre mill site be changed from “General Agricultural” to “Mineral Resource Operation Facility”. On September 30, 2009, the Special Use Permit was unanimously approved by the Montrose County Board of County Commissioners.

    The application for the License was submitted to CDPHE on November 18, 2009 and CDPHE found it to be complete on December 18, 2009. Technical review of the license application started immediately, and on April 21, 2010, CDPHE issued a news release establishing a deadline of January 17, 2011, for them to issue a decision on the license application.

    In addition to the six (6) public hearings held as part of the Montrose County Special Use Permit approval, the CDPHE held seven (7) meetings in western Colorado during its review process to obtain further public input on Energy Fuels’ license application. As part of their technical review, CDPHE issued four separate comprehensive requests for additional information that were addressed by Energy Fuels in detailed response documents.

    On January 5, 2011, Energy Fuels was granted conditional approval by CDPHE for a Radioactive Materials License for the 500 ton per day Piñon Ridge Mill facility. On March 7, 2011, the Company was issued a Final Radioactive Materials License.

    Wyoming

    In February 2012, the Company expanded its regional focus to Wyoming with the acquisition of Titan and its Sheep Mountain Project located 8 miles south of Jeffrey City, Wyoming. The Company intends to continue Titan’s permitting plan in parallel with activities related to construction of the Pinõn Ridge Mill. The Sheep Mountain Project includes redevelopment of the existing underground Sheep Mountain uranium mine, as well as development of an open pit mine and operation of a proposed uranium heap leach and processing facility, which will be capable of producing of up to 1.5 million pounds of yellowcake per year.

    A Plan of Operation (“PO”) was submitted and has been accepted as complete by the U.S. Bureau of Land Management (“BLM”), and preparation of an Environmental Impact Statement is underway with completion anticipated for mid-2013. The Company plans to submit a revision of its existing Mine Permit 381C to the Wyoming Department of Environmental Quality (“WDEQ”) in mid-2012, which is currently under review by WDEQ. The permit revision will address improvements to the mine plan, including the proposed uranium recovery facility.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 6

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Wyoming (continued)

    Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is at an advanced stage of development. This license will allow the Company to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The Company plans to submit the license application in mid-2012. The subsequent review and approval process for this license by NRC is anticipated to take approximately 24 months.

    Growth & Financing

    The Company’s property acquisition and exploration activities have been oriented in the short-term to expanding the current resource base in the Colorado Plateau, Wyoming and across the Western United States. In the long-term, the Company’s activities are oriented to exploring the Arizona Strip in northern Arizona for high grade ore deposits in geologic structures known as breccia pipes. However, in January 2012 the United States Department of Interior (“DOI”) withdrew over 1 million acres on the Arizona Strip from new mineral development for the next 20 years. Though the DOI’s action affects some potentially high-value targets identified by the Company, it does not affect other targets located on state lands and on federal lands west and south of the withdrawal area.

    The Company will continue to pursue opportunities to consolidate and grow its resource position within the Colorado Plateau, Wyoming and western United States as they become available and as capital permits. For risk sharing and capital preservation purposes, the exploration activities in the Arizona Strip are now conducted through a joint venture with subsidiaries of Aldershot Resources Ltd. based in Vancouver, British Columbia.

    Management will continue to pursue and evaluate strategic options, including partnerships, joint ventures and acquisition opportunities that enhance shareholder value and which fit within the Company’s mineral resource development strategy. In the past, funding for exploration and development operations has been obtained through equity offerings. Future operations (and the ability to meet mineral property option commitments) are dependent upon the Company’s continuing ability to finance expenditures and achieve profitable operations. The Company continues to evaluate other funding sources such as debt, joint ventures, non-core asset divestitures, strategic partnerships and project financing to finance its growth.

    WYOMING SHEEP MOUNTAIN PROJECT

    Overview and History

    The Sheep Mountain Project was acquired on February 29, 2012, as a result of the merger transaction between EFI and Titan (see p.2). Titan acquired the Sheep Mountain property in two transactions in 2009. A 50% working interest was acquired from Uranium Power Corp. (“UPC”) on July 31, 2009. The remaining 50% was owned by Uranium One which was UPC’s joint venture partner for the property. On October 1, 2009, Titan acquired Uranium One’s 50% working interest in the property, giving Titan 100% interest.

    The Sheep Mountain Project is located 8 miles south of Jeffrey City, Wyoming within the Wyoming Basin physiographic province at the northern edge of the Great Divide Basin in central Wyoming. The mineral properties are comprised of 152 unpatented mining claims on land administered by the BLM, approximately 791 acres of State of Wyoming leases and approximately 630 acres of private lease lands. The combination of land holdings comprises approximately 4,147 acres and gives Titan mineral rights to resources as defined in the Congo Pit and the Sheep Underground mine areas.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 7

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Overview and History (continued)

    The Sheep Mountain mine was operated as an underground and open pit mine at various times in the 1970’s and 1980’s. 5,063,813 tons of ore was mined and milled, yielding 17,385,116 pounds of uranium at an average grade of 0.17% eU 3 O 8 . Mining was suspended in 1988 and the mine has been in care and maintenance since that time.

    Drilling

    In May and June, 2010 a 62-hole drill program was conducted to better define the limits of the Congo Open Pit. Of the 62 holes completed, all but 8 exceeded the grade-thickness cut-off of 0.10 ft% eU 3 O 8 used in the 2010 PFS. Twenty-one of the holes intersected mineralization in excess of 1.0 ft% eU 3 O 8 . Several high-grade intersections were encountered outside of the preliminary open pit limits.

    In April 2011 Titan acquired the Sheep North property, immediately adjacent to its Sheep Mountain mine project, by staking 33 lode mining claims. A summer drilling program was completed for a total of 71 holes for 20,162 feet. The drilling is located in the area of the proposed Congo Open Pit, designed to better define the ultimate pit limits for detailed mine design.

    Highlights of the drilling to date include:

    All drill holes are collared vertically. The drilling contractors are Deckert Drilling of Casper Wyoming, and Fay Drilling of Gillette, Wyoming. The logging contractor is Hawkins CBM Logging of Cody, Wyoming. Equivalent uranium grades (eU 3 O 8 ) were estimated by the logging contractor using industry standard equipment which is regularly calibrated in the US Department of Energy test pits in Grand Junction, Colorado.

    Feasibility and Resource Studies

    In October 2006, UPC received a NI 43-101 Technical Report, completed by Scott Wilson Roscoe Postle Associates. The report is available under UPC’s profile on SEDAR. The report showed an Inferred Mineral Resource totaling 4.56 million tons at an average grade of 0.171% eU 3 O 8 , with a uranium content of 15.6 million lbs.

    In October 2009, Titan commenced a Preliminary Feasibility Study which was completed in April, 2010 (“2010 PFS”). The 2010 PFS estimated that the project will generate a pre-tax IRR of 25%, with a NPV of $101 million using a 7% discount rate.

    In January, 2011 Titan issued an updated 43-101 Technical Report which provided a new estimate of the Indicated Mineral Resources for the Sheep Mountain Project totalling approximately 30.4 million lbs. U 3 O 8 (13,841,000 tons averaging 0.11% eU 3 O 8 ). The new estimate represents an increase of 14.4 million lbs. from the mineral resources reported in the 2010 PFS. Most of the additional resources are directly adjacent to the Congo open pit and would be available for open pit mining.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 8

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Feasibility and Resource Studies (continued)

    On March 1, 2012, EFI announced the results of the 2012 PFS for the Sheep Mountain Project which increased the Probable Mineral Reserve to 18.4 million lbs. U 3 O 8 (7.5 million tons at an average grade of 0.123% eU 3 O 8 ). Total Measured & Indicated resource is 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 . Under the 2012 PFS, the Base Plan design provides for concurrent development of both the underground and open pit deposits. The Base Plan generates a pre-tax IRR of 42%, with a NPV of $201 million at a 7% discount rate, and a NPV of $146 million at a 10% discount rate. Initial CAPEX is $109 million.

    EFI is considering a Modified Plan which would require a much reduced initial capital investment of $61 million. The Modified Plan initially develops the open pit only, and delays producing the underground deposit until the 5th year of operations. The Modified Plan would generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate.

    Highlights of the 2012 PFS Base Plan include:

    Pre-tax NPV and IRR sensitivities are as follows:

    Base Plan - Open Pit and Underground  
    Selling Price (USD/pound) -- $60.00 $65.00 $70.00
    Pre-tax NPV @ 5% discount rate -- $202 MM $249 MM $296 MM
    Pre-tax NPV @ 7% discount rate -- $161 MM $201 MM $240 MM
    Pre-tax NPV @ 10% discount rate -- $115 MM $146 MM $176 MM
    Pre-Tax IRR -- 36% 42% 48%

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 9

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Feasibility and Resource Studies (continued)

    In summary, the primary changes in the 2012 PFS that improve economics are:

    The 2012 PFS was prepared by a group of consultants led by BRS Inc., an independent engineering consulting firm based in Riverton, Wyoming, in collaboration with Western States Mining Consultants and Lyntek Inc. This group also prepared the 2010 PFS. The 2012 PFS will be filed on SEDAR within 45 days of the March 1, 2012 announcement.

    Permitting

    In June 2010, Titan commenced baseline environmental studies to support an application to the NRC for a Source Material and By-product Material License. Work was also initiated on a revision to the existing WDEQ Mine Permit as well as a PO for the BLM. Baseline studies include wildlife and vegetation surveys, air quality and meteorological monitoring, ground and surface water monitoring, radiological monitoring, and cultural resource surveys.

    Submission of the PO to the BLM was made in June 2011. The PO has been accepted as complete by BLM, and preparation of an Environmental Impact Statement is underway, with completion anticipated for early to mid-2013.

    In October 2011, Titan submitted a draft revision to its existing Mine Permit 381C to WDEQ. WDEQ then provided Titan with review comments as part of its “courtesy review”. The permit revision, which will be resubmitted in mid-2012, will include expansion of surface and underground mining operations, as well as the addition of the uranium recovery facility.

    Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is at an advanced stage of development. This license will allow Titan to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The draft application to NRC for a Source Material license was reviewed in detail by the NRC in October 2011. The NRC audit report identified areas where additional information is to be provided. Titan anticipates the final application will be submitted in mid-2012. The review and approval process for this license by the NRC is anticipated to take approximately 24 months.

    Further details on Titan’s Sheep Mountain Project may be obtained in technical reports filed under Titan’s profile on www.sedar.com , on Titan’s website at www.titanuranium.com , and on the Company’s web site www.energyfuels.com .

    COLORADO PLATEAU PIÑON RIDGE MILL PROJECT

    On January 5, 2011, Energy Fuels was granted conditional approval by the CDPHE for a Radioactive Materials License for the 500 ton per day Piñon Ridge Mill facility to be constructed twelve (12) miles west of Naturita, Colorado in western Montrose County. On March 7, 2011, the CDPHE issued the Company a final License. The approval of the License by CDPHE was a highly significant milestone for Energy Fuels to achieve, allowing the Company to build and operate the Piñon Ridge Mill, the first conventional uranium mill to be constructed in the U.S. in over 30 years. The only remaining primary permit for the Mill is an air quality permit from the Colorado Air Pollution Control Division (“CAPCD”). The decision on this permit is expected during the first half of calendar of 2012.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 10

    COLORADO PLATEAU PIÑON RIDGE MILL PROJECT (continued)

    The significant terms and conditions of the License are as follows:

    Authorized Radioactive Material and Uses:

    Pre-Construction:

    Financial Assurance:

    Shall comply with the financial assurance requirements of both Part 3, Sections 3.9.5, 3.9.6, and Part 18 of the Colorado Radiation Control Act, Title 25, Article 11, Colorado Revised Statutes and the State of Colorado Rules and Regulations Pertaining to Radiation Control as follows:

    The Piñon Ridge Mill, when constructed, will create 85 direct jobs at the site paying $40,000 to $70,000 per year in an economically depressed region of Colorado, along with 230 new jobs to be created in mining, transportation, and support services. It will produce about 850,000 lbs. per year of yellowcake, enough to provide the annual fuel requirement for 2,000 megawatts of power which would supply a city 1½ times the size of the Denver, Colorado metropolitan area. Additionally, the mill will produce about 3.7 million lbs. per year of vanadium pentoxide (“V 2 O 5 ”), a material used primarily as an alloying agent in steelmaking and finding new application as an electrolyte in high capacity batteries with potential use in storing large quantities of power generated by wind farms and solar generators in the renewable energy industry.

    On September 30, 2009 the Montrose County Board of County Commissioners (“MCBCC”) unanimously approved the Special Use Permit for the Piñon Ridge Mill. The Sheep Mountain Alliance (“SMA”), an environmental group based in Telluride, Colorado then challenged the approval on October 30, 2009. On February 4, 2011, the state District Court in Montrose County, Colorado denied the legal challenge by SMA, and upheld the decision by the MCBOCC to approve the Special Use Permit. On March 18, 2011, SMA appealed the District Court’s decision to the Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals affirmed the District Court’s decision upholding the Permit.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 11

    COLORADO PLATEAU PIÑON RIDGE MILL PROJECT (continued)

    SMA did not request a rehearing of the case within the prescribed 15 day time period. SMA’s final legal avenue is to petition the Colorado Supreme Court to hear the case. To date, SMA has not made such a petition. In addition, the Company believes it is highly unlikely that the Colorado Supreme Court would choose to hear this local land use decision.

    On February 8, 2011, SMA filed a complaint in state District Court, City and County of Denver, Colorado, against CDPHE, naming the Company’s wholly-owned subsidiary, EFRC, as a party whose rights are directly affected by the disposition of the case. The complaint seeks to invalidate the issuance of the License to EFRC by CDPHE and alleges that the License was issued without compliance with the substantive and procedural requirements of Colorado Radiation Control Act and the federal Atomic Energy Act, both of which are implemented by the CDPHE. The Company believes that this lawsuit is without merit, and the state of Colorado and the Company have begun vigorously defending the License.

    On February 23, 2011, CDPHE filed a comprehensive Motion to Dismiss SMA’s lawsuit. On March 10, 2011, in support of CDPHE, the Company filed its own Motion to Dismiss SMA's lawsuit. On May 25, 2011, these two motions to dismiss the complaint were denied by the Denver District Court. On September 26, 2011, the Towns of Telluride and Ophir, Colorado, two resort communities about 55-miles from the Mill, filed a joint motion to intervene in the suit as additional plaintiffs. On November 7, 2011, the judge granted Telluride’s and Ophir’s motion. On December 12, 2011, the CDPHE certified the administrative record, thereby commencing a briefing schedule agreed to by the parties. On January 23, 2012, SMA, Telluride, and Ophir filed their Opening Briefs. On February 28, 2012, the CDPHE and EFRC filed their Answer Briefs. SMA, Telluride, and Ophir must file their Reply Briefs by March 20, 2012. At this time, the Company does not anticipate a trial. In addition, the parties may request oral argument. The Company anticipates a decision from the Court sometime during the 2 nd quarter of 2012.

    While determining the outcome of litigation is inherently challenging, the Company sees the following possible outcomes for this case:

    During the quarter ended December 31, 2011, the Company expended $190,000 for activities related to the mill licensing process, with costs of $185,000 for activities related to the License and costs of $5,000 for Phase 1 activities for detailed engineering construction drawings. Since acquisition of the mill property and inception of the mill permitting process in July 2007, the Company has spent $13.0 million on the licensing process through December 31, 2011. These expenditures have been capitalized on the statement of financial position and are comprised of $1.4 million for property acquisition costs and $11.6 million for costs related to developing the data required for the License, including site and environmental baseline characterization data, facility design and construction engineering plans, and costs for obtaining other key permits such as the Special Use Permit from Montrose County and the air quality permits from the CAPCD.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC . 12

    COLORADO PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES

    Mine Development

    Whirlwind Mine

    The Whirlwind Mine is a fully-permitted mine that consists of 216 leased unpatented lode claims and a Utah State lease (approx. 4,700 acres) in Mesa County, Colorado and Grand County, Utah. The mine’s portal is located approximately four (4) miles southwest of Gateway, Colorado. The NI 43-101 indicated mineral resource at the Whirlwind Mine is 187,849 tons containing 1,095,422 lbs. U 3 O 8 (0.30%) and 3,598,438 lbs. V 2 O 5 (0.97%) and the NI 43-101 inferred mineral resource is 437,100 tons containing 2,000,000 lbs. U 3 O 8 (0.23%) and 6,472,000 lbs. V 2 O 5 (0.72%) .

    During the quarter ended December 31, 2011, the Company continued to perform environmental and permit compliance activities, safety inspections, and equipment and facilities maintenance. The Company incurred $145,000 in expenditures at the Whirlwind Mine, which was comprised of development/standby and permit compliance costs of $45,000 and payment of an advance royalty in the amount of $100,000.

    The Whirlwind Mine is currently in a position to “turn-on” and begin production within approximately 60 - 90 days of a decision to proceed. Such a decision will be based on the prevailing market conditions for uranium and vanadium and the Company’s ability to mill the resource, either at the Piñon Ridge Mill or through securing an acceptable alternative milling agreement. In addition, the requisite financing must be available to the Company before it can move the Whirlwind Mine into production.

    Further details on the Whirlwind Mine may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Energy Queen Mine

    The Energy Queen Mine is a fully-permitted mine located near the west end of the La Sal Mineral Belt, approximately three (3) miles west of the town of La Sal, Utah. It consists of 702 acres of leased land. The mine facilities include a steel head-frame, a 785-foot deep shaft, hoist, and other infrastructure constructed by prior owners. Bids for refurbishing the in-place facilities and cost estimates for materials and supplies have been obtained and developed for rehabilitating the Energy Queen Mine. The NI 43-101 measured mineral resource at the Energy Queen Mine is 136,870 tons containing 789,960 lbs. U 3 O 8 (0.29%) and 3,446,690 lbs. V 2 O 5 (1.26%), the indicated mineral resource is 86,820 tons containing 605,925 lbs. U 3 O 8 (0.35%) and 2,582,950 lbs. V 2 O 5 (1.49%) and the NI 43-101 inferred mineral resource is 67,780 tons containing 366,250 lbs. U 3 O 8 (0.27%) and 1,804,460 lbs. V 2 O 5 (1.33%) .

    During the quarter ended December 31, 2011, the Company continued to perform all environmental and permitting compliance activities, safety inspections, equipment and facilities maintenance, and security at the mine site. The Company expended $91,000 at the Energy Queen Mine, which was comprised of advance royalties of $59,000 and development/standby and permit compliance costs of $32,000.

    Further details on the Energy Queen Mine may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Sage Plain Project

    In FY 2011 the Company, along with its Colorado Plateau Partners LLC (“CPP”) joint venture partner, Lynx-Royal (a subsidiary of Aldershot Resources Ltd.), acquired several close-spaced and contiguous properties in an area of southeastern Utah and southwestern Colorado known as the Sage Plain District. These properties are located in the southern extension of the Uravan Mineral Belt containing historic resources of sandstone-hosted uranium-vanadium deposits characterized by high vanadium to uranium ratios. The Sage Plain Project

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC . 13

    COLORAOD PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mine Development (continued)

    Sage Plain Project (continued)

    contains two historic producing mines, the Calliham Mine and the Sage Mine. The Company has now assembled sufficient contiguous historical resource acreage to begin permitting and developing these two mines. The Company anticipates submitting the permit applications and mine operating plans to Utah’s Division of Oil, Gas, and Mining by mid-2012.

    The Sage Plain Project is comprised of 5,635 acres, including approximately 1,680 acres of fee land (Calliham Lease acquired January 2011, Crain Lease acquired May 2011, and Skidmore Property acquired October 2011), about 2,013 acres of Utah State Lease land, and approximately 1,942 acres of unpatented mining claims on BLM land. All of these properties, with the exception of the Skidmore Property, are owned by CPP. The Skidmore Property is 100% owned by the Company.

    In accordance with the terms of the CPP joint venture agreement, in October 2011 the Company proposed to assign the Skidmore Property to CPP. On November 23, 2011, Lynx-Royal declined the offer to participate. As a result, the development and production expenditures related to the Skidmore Property will be paid 100% by Energy Fuels, while the development and production expenditures related to the Calliham, Crain and Sage Leases will be borne by CPP. As the contractual operator of any mines developed by CPP, Energy Fuels will have the authority to direct all production from the Sage Plain Project as feed for the Piñon Ridge Mill.

    In total, the Sage Plain Project contains 642,971 tons of Measured and Indicated Mineral Resource with an in-place grade of 0.22% eU 3 O 8 and 1.39% V 2 O 5 (2,833,795 lbs. U 3 O 8 and 17,829,289 lbs. V 2 O 5 ). Additionally, Inferred Mineral Resources are estimated at 49,136 tons with an in-place grade of 0.184% eU 3 O 8 and 1.89% V 2 O 5 (181,275 lbs. U 3 O 8 and 1,854,034 lbs. V 2 O 5 ).

    Energy Fuels’ share of the combined Project Measured and Indicated Mineral Resources is 439,093 tons containing 1,975,704 lbs. U 3 O 8 (0.225% eU 3 O 8 ) and 12,224,227 lbs. V 2 O 5 (1.39% V 2 O 5 ). Energy Fuels’ portion of Inferred Mineral Resources is 24,568 tons containing 90,638 lbs. U 3 O 8 (0.184% eU 3 O 8 ) and 927,017 lbs. V 2 O 5 (1.89% V 2 O 5 ).

    The Company began permitting activities for the Sage Plain Project during the first quarter of 2012. The Company has budgeted approximately $540,000 for permitting and development work on the Sage Plain Project during FY 2012. Permitting activities are budgeted for $400,000 and are primarily for the installation of monitoring wells and permitting of the mines’ surface facilities, including water treatment plants. Development work is budgeted at $140,000 and will be primarily activities related to underground maintenance and repairs.

    Further details on the Sage Plain Project may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    San Rafael Project and Green River South Properties

    In June of 2009, the Company acquired the San Rafael Project in a merger with Magnum Uranium. The San Rafael Project is located in east central Emery County, Utah, and includes the Deep Gold and Down Yonder deposits originally explored by Conoco, Pioneer Uravan, Atlas Minerals, Union Carbide, and Energy Fuels Nuclear. On February 2, 2011, the Company announced the acquisition of the ten (10) Hollie claims from Titan Uranium Inc.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC . 14

    COLORAOD PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mine Development (continued)

    San Rafael Project and Green River South Properties (continued)

    According to the NI 43-101 Report for the San Rafael Uranium Project dated March 21, 2011 (filed on SEDAR), the San Rafael Property contains 758,050 tons of measured and indicated resource at grades of 0.225% eU 3 O 8 and 0.30% V 2 O 5 (3,404,600 lbs. U 3 O 8 and 4,595,600 lbs. V 2 O 5 ), plus 453,850 of tons inferred resource at grades of 0.205% eU 3 O 8 and 0.28% V 2 O 5 (1,859,600 lbs. U 3 O 8 and 2,510,600 lbs. V 2 O 5 ). The San Rafael Project is potentially within economic trucking distance of the Piñon Ridge Mill and represents a potential source of resource to the Mill in the mid- to long-term.

    Since the completion of the Titan acquisition, the Company obtained a majority joint venture interest in the Green River South property, adjacent to the San Rafael Project, also located in Emery County, Utah. The Green River South properties are held in a joint venture between Titan (70%) and Uranium Group, LLC (30%). The Green River South property contains significant historic uranium resources that are not yet NI 43-101 compliant. US Energy Corp. and Titan completed recent drilling to verify historic data. The Company anticipates filing a new Technical Report for the Greater San Rafael Project (including the Green River South properties).

    Further details on the San Rafael Project may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Mineral Properties

    The Company holds mineral properties in the Western U.S. and in Saskatchewan as follows:

              APPROX.  
    MINERAL PROPERTIES   CLAIMS     ACRES  
    COLORADO PLATEAU (1)   1,132     40,625  
    WYOMING   152     4,147  
    ARIZONA STRIP   170     3,400  
    OTHER U.S.   18     360  
    CANADA (2)   23     33,504  
    TOTAL -- MINERAL PROPERTIES   1,495     82,036  

    (1) Includes Whirlwind Mine, Energy Queen Mine, Sage Plain, and San Rafael properties discussed above.
    (2) Excludes Titan’s Canadian mineral properties which Titan sold on February 23, 2012.

    The Colorado Plateau

    As noted, the Company’s strategic plan is to become a fully-integrated U.S. uranium and vanadium producer, primarily from properties located in the western U.S. Mineral properties in Colorado are located primarily within the Uravan Mineral Belt. The Company’s Utah mineral properties are located in the Uravan Mineral Belt, the La Sal – Energy Queen District, the Moab District, and the San Rafael District. In the state of Arizona, the exploration activities are conducted by the Arizona Strip Partners LLC (“ASP”), a joint venture formed in June 2008 with Royal USA Inc. (“Royal”), a subsidiary of Aldershot Resources Ltd. of Vancouver, British Columbia. ASP’s mineral properties are comprised of claims located solely in northern Arizona.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 15

    COLORADO PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mineral Properties (continued)

    The Colorado Plateau (continued)

    During the quarter ended December 31, 2011, the Company’s investment in its Colorado mineral properties totalled $355,000, of which $145,000 was related to the Whirlwind Mine activities discussed above. Net investment in the Utah properties totalled $1,615,000, of which $91,000 related to the Energy Queen Mine activities and $1,420,000 related to purchase of the Skidmore properties in Utah District. Total net investment in the Colorado Plateau properties was $1,970,000. Net investment includes property holding costs, advance royalties, mine development costs, and exploration and evaluation expenses, less property write-downs for abandoned claims.

    Under the U.S. Department of Energy’s (“DOE”) Uranium Leasing Program (“ULP”), the Company leases seven (7) tracts and CPP leases one (1) tract, each of which contain highly prospective uranium and vanadium resources. On October 18, 2011, a federal judge ordered that the DOE conduct an Environmental Impact Statement of the program. The Environmental Impact Statement actually began in June 2011 and is anticipated to take approximately two (2) years. During those two years, no exploration, reclamation, or mine development may occur on the ULP properties. Neither Energy Fuels nor CPP has immediate plans to develop mines on these lease tracts, so the Court’s decision is not anticipated to have a material effect on the Company.

    The Arizona Strip

    In June 2011, the partners of ASP approved the FY 2012 (July 2011 – June 2012) budget with expenditures totalling $580,000. The expenditures are primarily for Time Domain Electromagnetic surveys and funding for four (4) drill holes on targets sited from the results of the seismic surveys. The funding for the FY 2012 budget will be provided by Royal for earn-in credit.

    Cash expenditures for the ASP during the Company’s quarter ended December 31, 2011 were $73,000. These expenditures were for interpretive analysis of drilling activities on the last of two holes drilled pursuant to the FY 2012 budget. These expenditures were funded by Royal for their earn-in credit as required by the joint venture agreement. At December 31, 2011, Royal had funded $1.6 million of their $1.9 million earn-in obligation.

    On January 9, 2012, U.S. Interior Secretary Ken Salazar signed the Record of Decision prohibiting hard rock mining, including uranium mining, on 1,006,545 acres of land on the Arizona Strip for the next 20 years, including land in Mohave and Coconino Counties, Arizona. The withdrawal does not impact approved uranium mines and valid existing rights. The Bureau of Land Management projects that up to eleven (11) existing and proposed uranium mines and breccia pipes within the withdrawal area may still be developed. In addition, the withdrawal does not affect lands managed by the state of Arizona or private lands. The withdrawal affects approximately two-thirds of the claims held by ASP, including certain potentially high-value targets identified through a VTEM survey, satellite imagery, and detailed geologic mapping. The withdrawal does not impact other material properties and high-value targets of ASP on state lands or mining claims outside the withdrawal area to the south and west.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 16

    COLORADO PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Other Mineral Properties

    Wyoming - 35-75 Property

    Magnum Uranium acquired a 1,080 acre land package in Converse County, Wyoming via a combination of staking and leasing. The property is comprised of 26 federal lode mining claims and 2 private leases. During 2006, Magnum Uranium purchased geological data on the 35-75 property for US$200,000. In November 2007, Magnum Uranium announced a large and statistically significant radon anomaly on its 35-75 property. The alpha track radon survey discovered an anomaly which is approximately 2,500 feet long and 2,000 feet wide covering an area of 87 acres.

    This property is immediately adjacent to Cameco Corporation’s Smith Ranch ISR operation. During fiscal year 2010, the Company had discussions with several parties regarding sale of the property. None of the discussions resulted in an offer to purchase the property, and accordingly, the Company concluded that $404,600 in acquisition and deferred exploration costs associated with this property was written off at the end of fiscal year 2010.

    On December 28, 2011, the Company completed a sale of the land package to Tigris Uranium Inc. of Vancouver, British Columbia for $423,000, net of $98,000 of transaction costs.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 17

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with the quarter ended December 31, 2011 are below. For prior quarters ending after October 1, 2010, the quarterly results have been restated to reflect accounting policies consistent with IFRS. Quarterly results for quarters ended before October 1, 2010 have been prepared in accordance with Canadian GAAP.

      Dec 31 Sept 30 June 30 Mar 31
      2011 2011 2011 2011
    $000, except per share data $ $ $ $
    Net loss (590) (259) (2,338) (297)
    Basic & diluted net loss per share (0.00) (0.00) (0.02) (0.00)
      Dec 31 Sept 30 June 30 Mar 31
      2010 2010 2010 2010
    $000, except per share data $ $ $ $
    Net loss (705) (1,685) (586) (1,085)
    Basic & diluted net loss per share (0.01) (0.02) (0.01) (0.01)

    RESULTS OF OPERATIONS

    Three Months Ended December 31, 2011 Compared with the Three Months Ended December 31, 2010

    For the quarter ended December 31, 2011 (the “Current Quarter”), the Company recorded a net loss (before comprehensive loss) of $590,000, a decrease of $114,000 compared to $704,000 recorded in the prior year quarter ended December 31, 2010 (the “Prior Quarter”).

    The underlying factors for the decrease in the loss in the Current Quarter include the combination of:

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 18

    RESULTS OF OPERATIONS (continued)

    Use of Net Proceeds from Equity Financing

    The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the equity financing net proceeds of C$10.1 million received from the issuance of 23,000,000 Common Shares on March 31, 2011 as compared to the actual expenses incurred to December 31, 2011.

        Estimated     Actual Costs  
    Use of Equity Financing Net Proceeds   Allocation of Net     Incurred to  
    (excluding General Working Capital)   Proceeds     December 31, 2011  
       Piñon Ridge Mill detailed engineering $  1,400,000   $  626,400  
       Piñon Ridge Mill financial warranty   1,375,000     775,100  
       Piñon Ridge Mill legal costs   500,000     359,000  
       Whirlwind Property-exploration drilling   300,000     142,600  
       Energy Queen-exploration drilling   250,000     101,100  
       Additional Colorado Plateau property acquisitions   2,250,000     1,064,800  
       Resource verification and expansion   950,000     238,400  
      $  7,025,000   $  3,307,400  

    LIQUIDITY AND CAPITAL RESOURCES

    The Company has financed its operations from inception primarily through the issuance of equity securities and currently has no sources of cash flow from operations. In order to finance its activities and working capital requirements, the Company will need to raise sufficient funding through share offerings, debt, from future profitable production or, alternatively, from the proceeds received from the disposition of the properties.

    On March 31, 2011, the Company completed a public offering for net proceeds of C$10,123,000, net of cash costs totaling C$1,377,000 . A total of 23,000,000 units were issued at a price of C$0.50 each, with each unit comprising one Common Share and one-half of a warrant (a “Warrant”). Each whole Warrant entitles the holder to purchase one Common Share at a price of C$0.65 per share until March 31, 2015. The proceeds are being used to continue advancing the Mill licensing and construction planning process, to maintain existing permits and facilities, for resource expansion on currently owned mineral properties and to continue evaluation and possible acquisition of additional mineral properties as part of the Company’s property consolidation strategy.

    The Company’s cash resources at December 31, 2011 were $4.72 million. Budgeted cash expenditures for the 9-months remaining in fiscal year 2012 (before the Titan acquisition) will range from $3.0 - $3.2 million, which will fund property holding costs; fulfill property work commitments; maintain the current management group; fund permit compliance requirements for the Whirlwind and Energy Queen Mines; fund the Mill license review process; fund investor relations activities and allow the Company to continue the evaluation of consolidation opportunities and continue evaluating capital raise alternatives for long term financing of the construction of the Mill. At the Company’s current budgeted cash utilization rate of approximately $380,000 per month, the Company’s cash resources, will allow it to execute its business plan beyond fiscal year 2012.

    With the close of the Titan acquisition on February 29, 2012, the Company is in the process of preparing a post-close business plan that addresses working capital requirements and current and future capital project requirements for the combined entities. It is important to note that included in the assets acquired from Titan is 10,000,000 common shares of Mega, valued at $3,450,000 at the February 23, 2012 acquisition date. These shares have a 4-month sale restriction until June 2012, and thereafter will be sold on a planned and orderly basis.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 19

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    To support the combined business plan at the desired level of budgeted activities, the Company will seek additional outside financing. While the Company is evaluating several financing alternatives, there is no assurance that such financing can be obtained on acceptable terms. Accordingly, while the Company is conducting the financing process, the planned operating activities for both entities will be moderated to ensure that adequate working capital is available beyond calendar year 2012.

    Cash and Financial Condition

    As at December 31, 2011, the Company had cash resources, consisting of cash, deposits and short-term investments of $4,720,000, a decrease of $2,235,000 compared to the September 30, 2011 balance of $6,955,000.

    During the quarter ended December 31, 2011, the Company used $960,000 of its cash resources to fund operating activities, $1,175,000 for investing activities primarily on its mineral properties, and $126,000 of financing activity, primarily for a payment on the Skidmore Property secured note.

    The Company’s working capital as at December 31, 2011 was $4,466,000 compared to working capital of $6,789,000 on September 30, 2011. The $2,323,000 decrease was primarily due to funding business operations in the amount of $739,000, payments for mineral properties in the amount of $1,000,000, payments and current scheduled payments against the secured note of $375,000, increase in accounts payable of $523,000, less $325,000 received from the sale of the Wyoming 35-75 property.

    Operating Activities

    Operating activities used $960,000 of net cash resources during the Current Period, compared to cash used of $655,000 for the Prior Period. Excluding the $140,000 increase in unrealized foreign currency translation losses between years, the increase in net cash resources used for operating activities is due to an increase of general and administrative expenses of $237,000 and an increase of cash used by working capital sources of $193,000.

    Investing Activities

    The Company’s investing activities are for mineral properties, licensing activities for the Mill site, bonding deposits and capital assets. Investing activities used $1,175,000 of cash resources during the Current Period, as compared to $930,000 for the Prior Period, an increase of $245,000. This increase was primarily due to less cash used for mill licensing activities ($250,000), an increase in exploration and evaluation expense ($200,000), primarily from the Skidmore lease purchase, and cash outlays related to the Titan transaction ($608,000), offset by receipt of proceeds of $325,000 from the sale of the Wyoming 35-75 property to Tigris Uranium.

    Financing Activities

    Financing activities used cash of $126,000 during the Current Period, compared to cash provided of $451,000 in the Prior Period. Cash was used in the Current Period for a $125,000 payment on the Skidmore Property secured note and the cash provided in the Prior Period was from the exercise of stock options in the amount of $455,000.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 20

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Going Concern

    These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards applicable to a going concern. The use of IFRS applicable to a going concern assumes the Company will be able to finance its operations and capital expenditures, realize the value of its assets, pay its liabilities and meet future obligations in the normal course of business. Accordingly, the accompanying financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    As is typical of an exploration and evaluation stage company, the Company’s ability to continue as a going concern is dependent upon obtaining outside financing to fund its working capital and current and future capital project requirements. On March 31, 2011, the Company completed an equity financing issuing 23,000,000 shares of common stock at a price of C$0.50 per share, for gross proceeds of C$11.5 million. The additional cash resources have allowed the Company to continue its mineral property consolidation activities and will continue evaluating capital raise alternatives for long term financing of the construction of the Mill now that the Company has received the License from the CDPHE.

    As noted above, with the approval of the License, the Company has begun the process of seeking project financing for the construction of the mill facility and for funding the decommissioning warranty that must be provided to CDPHE by the Company before and during construction of the Mill. Under the current terms of the License, during FY 2012, the Company will be required to provide prepayments of the decommissioning warranty in the amount of $9.7 million. However, due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013. Accordingly, in February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until construction of the mill can proceed.

    With the net proceeds of the equity financing discussed above, and with its continued focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2012, assuming successful deferral of the decommissioning warranty.

    The Company’s ability to obtain additional project financing and deferral of the decommissioning warranty creates a significant doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these consolidated financial statements then, adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications would be necessary. These adjustments could be material.

    Contractual Obligations

    The Company’s contractual obligations by fiscal year at December 31, 2011:              
        2012     2013 - 2016     Thereafter     Total  
      $     $     $     $    
    Operating lease obligations   61,367     27,352     -     88,719  
    Mill license bonding commitments (1)   2,898,260     6,798,730     -     9,696,990  
    Secured note   -     1,000,720     -     1,000,720  
    Mineral property commitments   548,996     2,681,355     2,814,880     6,045,231  
    Total   3,508,623     10,508,157     2,814,880     16,831,660  

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 21

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Contractual Obligations (continued)

    (1) Mill License Bonding Commitments

    The terms of the License issued to the Company by the CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Mill. To date, the Company has transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

    Three prepayments of the decommissioning warranty remain to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until mill construction can proceed. The revised timetable for submitting the remaining payments are September 7, 2012 ($2,898,260), March 1, 2013 ($6,401,920) and September 6, 2013 ($396,810). These scheduled instalments are based on construction activities beginning in FY 2012. However, due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013.

    Under the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s statement of financial position and should be considered not available for general working capital purposes.

    The Company will continue to prudently evaluate its contractual obligations with respect to mineral properties as well as other associated commitments with an eye towards deferring those expenses which do not meet certain criteria. In addition, since the majority of the exploration commitments are optional, the Company could choose to mitigate or eliminate the obligation by opting out of the lease or claim.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to have the ability to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OFF BALANCE SHEET TRANSACTIONS

    The Company did not enter into any off balance sheet transactions during the Current Year, nor were there any such transactions in existence as at December 31, 2011.

    RELATED PARTY TRANSACTION

    During the year ended September 30, 2011, the Company completed a public equity offering that was managed by Dundee Securities Ltd. as the lead underwriting agent. Dundee Securities Ltd. is a subsidiary of Dundee Corp., as is Dundee Resources Limited, who has a greater than 10% shareholding interest in EFI. Dundee Securities Ltd. also served as the Company’s financial advisor for the Titan transaction which closed on February 29, 2012. These transactions occurred in the normal course of operations and were measured at the exchange value.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 22

    OUTSTANDING SHARE INFORMATION

    As at March 7, 2012, there were 214,320,151 common shares, 6,301,800 stock options and 28,036,881 warrants outstanding. All stock options and warrants are each exercisable for one common share.

    CHANGES IN ACCOUNTING POLICIES

    Statement of Compliance and Conversion to International Financial Reporting Standard

    The Company’s first IFRS condensed consolidated interim financial statements are prepared in accordance with IAS 34, Interim Financial Statements (“IAS 34”) using accounting policies consistent with IFRS. The accounting policies have been selected to be consistent with IFRS as is expected to be effective on September 30, 2012, the Company’s first annual IFRS reporting date. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

    The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. They have also been applied in the preparation of an opening IFRS statement of financial position as at October 1, 2010, as required by IFRS 1, First Time Adoption of International Financial Reporting Standards (“IFRS 1”).

    The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual period that are relevant to the Company’s unaudited condensed consolidated interim financial statements will be finalized only when the first annual IFRS financial statements are prepared for the year ending September 30, 2012.

    Impact of First-time adoption of IFRS

    The adoption of IFRS requires the application of IFRS 1, which provides guidance for an entity’s initial adoption of IFRS. IFRS 1 generally requires retrospective application of IFRS effective at the end of an entity’s first annual IFRS reporting period. However, IFRS 1 also provides for certain optional exemptions and mandatory exemptions to the retrospective treatment.

    The Company elected to apply the following optional exemptions in its preparation of its opening IFRS consolidated statement of financial position as at October 1, 2010, the Company’s “Transition Date”.

    IFRS 1 does not permit changes to estimates that have been made previously. Estimates used in the preparation of the Company’s opening IFRS statement of financial position, and other comparative information restated to comply with IFRS, are consistent with those made previously under current Canadian GAAP.

    The Company’s unaudited consolidated statement of financial position at the IFRS Transition Date is included as comparative information in the unaudited condensed consolidated interim statements of financial position in the Company’s financial statements.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 23

    CHANGES IN ACCOUNTING POLICIES (continued)

    Impact of First-time adoption of IFRS (continued)

    The following summarizes the significant changes to the Company’s accounting policies on adoption of IFRS, and the effect on the Company’s opening IFRS consolidated statement of financial position.

    Property, plant and equipment

    IFRS requires the Company to choose, for each class of equipment, either the cost model or the revaluation model. The Company has selected the cost model in accounting for all of its capital assets.

    The Company has changed its accounting policy to reflect the requirement under IFRS that when an item of property, plant and equipment that is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant and equipment and amortized over their respective useful lives. This change in accounting policy had no impact on the Company’s condensed consolidated financial statements.

    Upon transition to IFRS, the Piñon Ridge mill site and all intangible costs incurred to obtain the mill license are now presented in property, plant and equipment in accordance with IAS 16 Property, Plant and Equipment . This resulted in the reclassification of $11,297,478; $12,117,810 and $12,792,815 from exploration and evaluation costs to property, plant and equipment as at October 1, 2010; December 31, 2010 and September 30, 2011, respectively.

    Share-based payments

    In certain circumstances, IFRS requires a different measurement of share-based compensation than under Canadian GAAP. In particular, the Company has changed its accounting policy to recognized forfeitures in its calculation of the expense associated with the grants of graded stock options.

    The effect of applying this change in accounting policy to all stock option grants which had not yet fully vested at October 1, 2010 was a decrease in contributed surplus of $5,004 and a corresponding decrease in the deficit within shareholders’ equity.

    Decommissioning liability

    Under Canadian GAAP, the decommissioning liability is discounted based on the credit adjusted risk-free rate. Under IFRS, the decommissioning liability is discounted based on the current risk-free discount rate. Accordingly, the Company recorded an adjustment to increase the decommissioning liability by $84,457 on October 1, 2010; a increase of $43,198 as of December 31, 2010; and an increase of $66,431 as of September 30, 2011.

    IFRS 1 provides the option to measure the restoration provision at the Transition Date in accordance with the requirements of IAS 37. Accordingly the Company re-measured the provisions as at Transition Date under IAS 37, Provisions, Contingent Liabilities and Contingent Assets , and estimated the amount to be included in the cost of the related asset by discounting the liability to the date which the liability first arose.

    Change in functional and presentation currency

    Effective October 1, 2011, the Company changed its presentation currency from the CAD to the USD. The Company believes the USD reporting provides better information regarding the Company’s results of operations and related business activities. USD reporting is expected to improve shareholders’ ability to compare the Company’s financial results with other publicly traded companies in the mining industry whose primary assets and operations are located in the United States.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 24

    CHANGES IN ACCOUNTING POLICIES (continued)

    Change in functional and presentation currency (continued)

    Prior to October 1, 2011, the Company reported its annual and quarterly statement of financial position and the related consolidated statements of comprehensive loss, statement of shareholders equity and consolidated statement of cash flows in CAD. In making this change, the Company followed the guidance of the International Accounting Standards Board (“IASB”) as set out in IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”).

    As indicated in IAS 21 the following procedures were followed in the change of presentation currency:

      1.

    Assets and liabilities for each statement of financial position presented (including comparatives) were translated using the closing rate at the date of the statement of financial position;

         
      2.

    Income and expenses for each statement of comprehensive income presented were translated using the average exchange rates prevailing during each reporting period;

         
      3.

    Shareholder equity transactions have been translated using the rates of exchange in effect as of the dates of the various capital transactions. All comparative financial information has been restated to reflect the Company’s results as if they had been historically reported in USD and the effect on the condensed consolidated financial statements resulted in an accumulated other comprehensive income adjustment of $4,535,925, which is reconciled in Note 14 in the interim financial statements.

    Change in functional currency

    As of October 1, 2011, it had been determined that there has been a change in functional currency from the CAD to the USD in the following subsidiaries and any associated joint ventures of the Company:

    The change in functional currency of the above entities from CAD to USD was triggered by the approval of the License by the CDPHE for the development of the Piñon Ridge mill, with the resultant cash flows expected to be incurred for the development to be denominated in USD. In accordance with IAS 21, the change in functional currency will be accounted for on a prospective basis from October 1, 2011. With the above change, the functional currency of the Company’s subsidiaries is the U.S. dollar and the functional currency of EFI is the Canadian dollar.

    Foreign currency translation

    The Company operates primarily in the U.S. and to a lesser extent in Canada. Monetary assets and liabilities of the Company which are denominated in foreign currencies are translated into the USD at the exchange rate prevailing at the date of the statement of financial position. Non-monetary assets and liabilities are translated at historical rates at each transaction date. Revenues and expenses are translated at exchange rates prevailing in the transaction period. All exchange gains and losses are included in the determination of income for the period.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 25

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES

    Financial instruments

    The Company recognizes financial assets and financial liabilities when the Company becomes a party to a contract. Financial assets and financial liabilities, with the exception of financial assets classified as fair value through profit or loss, are measured at fair value plus transaction costs on initial recognition. Financial assets at fair value through profit and loss are measured at fair value on initial recognition and transaction costs are expensed when incurred.

    Measurement in subsequent periods depends on the classification of the financial instrument:

      a.

    Financial assets at fair value through profit and loss (“FVTPL”)

         
     

    Financial assets are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value option), or if they are derivative assets. Financial assets classified as FVTPL are measured at fair value, with changes recognized in the consolidated statements of operations. The Company’s financial assets classified as FVTPL include cash and cash equivalents. The Company does not currently hold any derivative instruments. Interest expense is recorded using the effective interest method.

         
      b.

    Other financial liabilities

         
     

    Other financial liabilities are financial liabilities that are not classified as FVTPL. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest rate method. Accounts payable and accrued liabilities are classified as other financial liabilities.

    The effective interest method is a method of calculating the amortized cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or to the net carrying amount on initial recognition.

    Exploration and evaluation costs

    The Company capitalizes exploration and development expenditures related to owned and controlled mineral properties at cost. Depreciation of assets used in connection with exploration and development activities is also capitalized. These deferred costs are either amortized against future production upon the commencement of commercial production, or written off to the extent that the properties are sold, allowed to lapse, abandoned or determined to be of no economic benefit. General exploration, overhead and administration costs are expensed in the period incurred.

    The Company has not reached a point where the technical feasibility and commercial viability of extracting its mineral resources are demonstrable. Once technical feasibility and commercial viability can be demonstrated, the carrying value will be assessed for impairment and reclassified into property and equipment and mineral properties depending on the nature of the capitalized costs.

    Jointly controlled entities

    Joint ventures are those entities over whose activities the Company has joint control, established by contractual agreement. These condensed consolidated financial statements include the Company’s proportionate share of the entities’ assets, liabilities, revenue and expenses with items of a similar nature on a line-by-line basis, from the date that joint control commences until the date that joint control ceases.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 26

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

    Share capital

    Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

    Finance income and finance costs

    Finance income comprises interest income on funds invested, and changes in the fair value of financial assets at fair value through profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method.

    Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, and impairment losses recognized on financial assets.

    Foreign currency gains and losses are reported on a net basis.

    Decommissioning Liabilities

    The Company’s decommissioning liability relates to expected mine reclamation and closure activities, as well as costs associated with exploration drilling. Such costs, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The decommissioning liability is accreted to full value over time through periodic accretion charges recorded to operations as finance expense. The Company periodically adjusts the carrying amounts of the decommissioning liability and the related asset for changes in estimates of the amount or timing of underlying future cash flows, and discount rates.

    The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related reclamation and remediation liability.

    Impairment of long-lived assets

    At each financial reporting date the carrying values of the Company’s assets, including exploration and evaluation costs are reviewed to determine whether there is an indication that those assets are impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

    Income taxes

    Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

    Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 27

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

    Income taxes (continued)

    Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

    A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

    Stock-based compensation

    The Company uses a fair value-based method of accounting for stock options granted to employees, directors, and non-employees. The fair value of the award is determined using the Black-Scholes option pricing model on the date of the grant. For awards with graded vesting, the fair value of each tranche, adjusted for expected forfeitures, is recognized over its respective vesting period as an increase in stock-based compensation expense and the contributed surplus account. At the end of each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

    When such stock options are exercised, the proceeds received by the Company, together with the respective amount from contributed surplus, are credited to share capital.

    Loss per share

    The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares.

    Critical accounting estimates

    Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively from the period in which the estimates are revised. The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 28

    CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

    Critical accounting estimates (continued)

    a) Impairment of long-lived assets

    When there are indications that an asset may be impaired, the Company is required to estimate the asset’s recoverable amount. Recoverable amount is the greater of value in use and fair value less costs to sell. Determining the value in use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. No impairments of long-lived assets have been recorded for the three months ended December 31, 2011 (2010 – Nil).

    b) Useful life of plant, property and equipment

    Equipment is amortized over the estimated useful life of the assets after the asset is deemed ready for use. Changes in the estimated useful lives could significantly increase or decrease the amount of depreciation recorded during the year and the carrying value of the equipment. Total carrying value of plant, property and equipment at December 31, 2011 was approximately $13,191,292 (September 30, 2011 - $13,035,102; October 1, 2010 – $11,777,899).

    c) Stock-based compensation

    Management is required to make certain estimates when determining the fair value of stock option awards and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the statement of operations. For the three months ended December 31, 2011, the Company recognized approximately $11,033 of stock-based compensation expense (three months ended December 31, 2010 - $65,891).

    Critical judgments used in applying accounting policies

    In the preparation of these unaudited consolidated financial statements management has made judgments, aside from those that involve estimates, in the process of applying accounting policies. These judgments can have an effect on the amounts recognized in the financial statements.

    a) Exploration and evaluation costs

    Management is required to apply judgment in determining whether technical feasibility and commercial viability can be demonstrated for the mineral properties. Once technical feasibility and commercial viability of a property can be demonstrated, exploration and evaluation costs will be reclassified from exploration and evaluation costs and subject to different accounting treatment. As at December 31, 2011 and December 31, 2010 management had determined that no reclassification of exploration and evaluation costs was required.

    b) Income taxes

    The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of relevant tax laws. The actual amount of income taxes only becomes final upon the filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 29

    FUTURE ACCOUNTING CHANGES

    IFRS 7 Financial instruments - Disclosures

    In October 2010, the IASB amended IFRS 7 Financial instruments – Disclosures (‘‘IFRS 7’’) to provide guidance on identifying transfers of financial assets and continuing involvement in transferred assets for disclosure purposes. The amendments introduce new disclosure requirements for transfers of financial assets including disclosures for financial assets that are not derecognized in their entirety, and for financial assets that are derecognized in their entirety but for which continuing involvement is retained. The amendments to IFRS 7 are effective for annual periods beginning on or after July 1, 2011. The Company has not yet assessed the impact of the standard.

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 11 Joint Arrangements

    In May 2011, the IASB issued IFRS 11 Joint Arrangements , which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 30

    FUTURE ACCOUNTING CHANGES (continued)

    IFRS 13 Fair Value Measurement (continued)

    The relevant points of IFRS 13 are as follows:

    • Fair value is measured using the price in a principal market for the asset or liability, or in the absence of a principal market, the most advantageous market;
    • Financial assets and liabilities with offsetting positions in market risks or counterparty credit risks can be measured on the basis of an entity’s net risk exposure;
    • Disclosures regarding the fair value hierarchy have been moved from IFRS 7 to IFRS 13, and further guidance has been added to the determination of classes of assets and liabilities;
    • A quantitative sensitivity analysis must be provided for financial instruments measured at fair value;
    • A narrative must be provided discussing the sensitivity of fair value measurements categorized under Level 3 of the fair value hierarchy to significant unobservable inputs; and
    • Information must be provided on an entity’s valuation processes for fair value measurements categorized under Level 3 of the fair value hierarchy.

    IAS 1 Presentation of Financial Statements

    In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IAS 19 Employee Benefits

    IAS 19 Employee Benefits (“IAS 19”) was amended by the IASB in June 2011, which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IAS 19, the option to defer the recognition of gains and losses arising in a defined benefit plan is eliminated, to require gains and losses relating to those plans be presented in other comprehensive income, and improve the disclosure requirements concerning the characteristics of defined benefit plans and the risks arising from those plans. In addition, the amended standard also incorporates changes to the accounting for termination benefits. The Company has determined the amendment would have no impact.

    MANAGEMENT OF CAPITAL

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

    The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of cash and cash equivalents, common shares and stock options. Changes in the equity accounts of the Company are disclosed in Note 8 of the interim financial statements. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares. The Company will require access to equity and credit markets to fund continued exploration and development of its mineral properties and the future growth of the business. The Company is not subject to externally imposed capital requirements.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 31

    MANAGEMENT OF CAPITAL (continued)

    In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

    The Company is required by regulatory agencies to provide surety bonds of $2,564,088 to cover the estimated reclamation costs for exploration and development, the mine closure obligations at both the Whirlwind and the Energy Queen mines, and for the Piñon Ridge Mill decommissioning warranty obligation.

    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

    (a) Fair value hierarchy:

    Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

    Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.
    Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
    Level 3 – Reflects inputs that are not based on observable market data.

    The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as of December 31, 2011:

    FAIR VALUE HIERARCHY                        
                             
        Level 1     Level 2     Level 3     Total  
    Cash and cash equivalents                        
       Cash $  1,135,965   $  -   $  -    $ 1,135,965  
       Cash equivalents   3,583,116                 3,583,116  
      $  4,719,081   $  -   $  -    $ 4,719,081  

    (b) Credit Risk:

    The Company restricts investment of cash balances to financial institutions with high credit standing. To date, these concentrations of credit risk have not had any effect on the Company’s financial position or results of operations.

    (c) Liquidity Risk:

    Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 7. The Company has $4,466,346 of working capital as at December 31, 2011 (Sept. 30, 2011 - $6,788,823). Accounts payable and accrued liabilities and current portion of notes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in Notes 5 and 10 of the interim financial statements.

    (d) Foreign Currency Risk:

    The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 32

    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

    (d) Foreign Currency Risk (continued):

    The following table summarizes, in USD equivalents, the Company’s major foreign currency exposures as of December 31, 2011:

    Cash $ 1,076,808  
    Accounts receivable   539,061  
    Accounts payable and accrued liabilities   647,753  
    Capital lease obligations   -  
       Total $ 2,263,622  

    The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at December 31, 2011 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

    Change for Sensitivity Increase (decrease) in net
    Analysis income
    +1% change in U.S. dollar $22,636
    -1% change in U.S. dollar ($22,636)

    (e) Interest rate risk:

    The Company is not exposed to any significant interest rate risks.

    RISK FACTORS

    A number of factors could cause actual results to differ materially from the results discussed in this management’s discussion and analysis (MD&A), including, but not limited to, fluctuation in the spot prices of uranium and/or vanadium, risks associated with the exploration, development and operation of uranium and vanadium properties, costs associated with bringing any of the Company’s properties into production or with the milling of ores produced from the Company’s properties, the reliability of any resource estimates obtained by the Company, environmental risks, foreign exchange rates, competition, the Company’s ability to manage operations and execute strategies, the Company’s ability to secure adequate financing, and government regulation of uranium exploration, production and sales, including the export of uranium.

    Energy Fuels is dependent upon the services of its existing personnel and its continued development will be dependent on its capacity to attract and retain qualified key personnel at all levels of the Company. The Company will need to raise additional funds to support its operations and to further develop its properties. The future of Energy Fuel’s liquidity and capital requirements is dependent upon numerous factors, including market conditions, competition and the market price of uranium. Energy Fuels may be required to raise additional funds through public or private financing, strategic relationships or other arrangements. There can be no assurance that such additional funding, if needed, will be available on terms attractive to Energy Fuels, or at all. Furthermore, such additional equity funding may be dilutive to existing shareholders, and debt

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 33

    RISK FACTORS (continued)

    financing, if available, may involve restrictive covenants. If adequate funds are not available on acceptable terms, this could have a material adverse effect on the Company’s business, financial condition and operating results.

    Exploration for and development of mineral properties involves significant financial risks, that even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of an ore body may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling, constructing mining and process facilities at a site, developing metallurgical processes and extracting uranium and other metals from ore.

    Resource estimates quoted herein are based on prior data and reports obtained and prepared by previous operators, as well as on NI 43-101 compliant technical reports completed by Landy A. Stinnett, PE, of FGM Consulting Group, Douglas C. Peters, CPG, of Peters Geosciences, O. Jay Gatten of North American Exploration, Inc, M. Hassan Alief of Alinco GeoServices, and Doug Beahm of BRS Engineering. These technical reports were referred to above with respect to the Company’s Whirlwind Mine, Energy Queen Mine, Willhunt, Farmer Girl, Sage Plain Project, San Rafael Project and the Sheep Mountain Project. With regard to all other remaining properties, the Company is not treating the mineral resource estimates as NI 43-101 defined resources verified by a Qualified Person at this time.

    DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

    The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the issuer. They are assisted in this responsibility by the Management team. The Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at December 31, 2011, have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiary would have been known to them.

    During the Current Year, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

    CORPORATE GOVERNANCE POLICIES

    The disclosure required pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices has been made by the Company in its Management Information Circular dated January 10, 2012, which was distributed to shareholders and filed on SEDAR for internet access for public viewing.

    OUTLOOK

    The Company’s long-term objective is to bring uranium and vanadium properties into profitable production by acquiring and refurbishing previously producing mines in the western United States. To complement this objective, the Company has acquired approximately 880 acres to build a uranium and vanadium processing facility west of Naturita, Colorado and adjacent to a US Department of Energy site in the Paradox Valley. Construction and operation of the mill will secure long-term access to processing facilities and minimize any reliance on third party ore processing mills.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    ENERGY FUELS INC. 34

    OUTLOOK (continued )

    With the closing of the Titan merger transaction on February 29, 2012 (see p.2), the Company now controls 100% of the Sheep Mountain Project located approximately 8 miles south of Jeffrey City, Wyoming. The Company believes the Sheep Mountain Project provides a number of significant benefits including increased scale and market presence in the uranium sector; substantial NI 43-101 compliant resource (38.7 million pounds U 3 O 8 Measured + Indicated, 4.4 million lbs. U 3 O 8 Inferred); enhanced near-term production profile on parallel paths in two mining districts; focus on U.S. production with low political risk; and creation of a strong platform for continued uranium consolidation within the U.S.

    While management believes the long-term outlook remains favourable, the economic uncertainty and financial market volatility that is currently impacting the financial condition, liquidity and future prospects of the Company cannot be ignored. The Company will continue to look for opportunities to reduce costs and defer projects that do not offer immediate return on investment. The Company’s ability to continue as a going concern is dependent upon its ability to finance its current and future operations and future acquisition costs. Although the Company has been successful in raising funds to date, there is significant doubt that adequate funding will be available in the future, or available under terms acceptable to the Company.

    Absent additional financing, the Company has sufficient funds to carry out its business plan beyond its fiscal year 2012. In order to accomplish planned exploration and development, pay for administrative costs, pay for costs associated with the Radioactive Material License and fund mill construction expenditures beyond this timeframe, the Company will pursue long-term financing prior to the end of FY 2012.

    CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION AND STATEMENTS

    Certain information in this MD&A contains management’s assessment of the Company’s future plans and may constitute ‘‘forward-looking information’’ under applicable securities laws. Such information may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, achievements, or opportunities expressed or implied by such forward-looking information. This forward-looking information includes estimates, forecasts and statements as to management’s and others’ expectations with respect to, among other things, exploration, development and production strategies and the outlook for the Company and the uranium exploration and mining industry. When used in this MD&A, such information uses words such as ‘‘may’’, ‘‘will’’, ‘‘estimate’’, ‘‘expect’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘plan’’, ‘‘could’’ and other similar terminology. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this MD&A. Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors discussed under ‘‘Risk Factors’’. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, the Company cannot assure that actual results will be consistent with this forward-looking information. This forward-looking information is made as of the date of this MD&A, and the Company assumes no obligation to update or revise it to reflect new events or circumstances except as required by law. Forward-looking information and statements for time periods subsequent to fiscal 2011 involve greater risks and require longer-term assumptions and estimates than those made prior, and are consequently subject to greater uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such long-term forward-looking information and statements.

    MD&A – QUARTER ENDED DECEMBER 31, 2011



    Exhibit 99.18


    Condensed Consolidated Interim Financial Statements
    (Unaudited)

    Expressed in U.S. Dollars

    Three Months Ended December 31, 2011



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in U.S. Dollars)

        December 31, 2011     September 30, 2011     October 1, 2010  

    ASSETS

            (Note 14)   (Note 14)

    Current assets

                     

           Cash and cash equivalents

    $  4,719,081   $  6,954,646   $  3,659,981  

           Loan to Titan Uranium (Note 13)

      501,131     -     -  

           Prepaid expenses and other assets

      865,779     681,728     334,683  

     

      6,085,991     7,636,374     3,994,664  

    Non-current

                     

           Property, plant and equipment (Note 3)

      13,191,292     13,035,102     11,777,899  

           Exploration and evaluation costs (Note 4)

      21,994,878     20,257,050     17,073,132  

           Deferred Titan Uranium transaction costs (Note 13)

      545,437     -     -  

           Restricted cash (Note 6)

      2,564,088     2,563,974     1,031,525  

     

    $  44,381,686   $  43,492,500   $  33,877,220  

     

                     

    LIABILITIES & SHAREHOLDERS' EQUITY

                     

     

                     

    Current liabilities

                     

           Accounts payable and accrued liabilities

    $  1,356,014   $  833,024   $  809,628  

           Current portion of decommissioning liability (Note 6)

      13,451     13,451     12,490  

           Current portion of long-term debt

      -     1,076     14,721  

           Current portion of secured note (Note 7)

      250,180     -     -  

     

      1,619,645     847,551     836,839  

    Non-current

                     

           Long-term decommissioning liability (Note 6)

      416,207     452,301     416,242  

           Long-term debt

      -     -     1,085  

     

      2,595,985     1,299,852     1,254,166  

    Shareholders' equity

                     

           Capital stock (Note 8)

      59,488,437     59,488,437     50,431,482  

           Contributed surplus (Note 8)

      18,541,727     18,530,694     13,199,345  

           Accumulated deficit

      (35,165,382 )   (34,575,045 )   (31,007,773 )

           Accumulated other comprehensive loss

      (1,079,081 )   (1,251,438 )   -  

     

      41,785,701     42,192,648     32,623,054  

     

    $  44,381,686   $  43,492,500   $  33,877,220  

    Basis of presentation and going concern (Note 1)
    Commitments (Note 5, 7 and 10)
    Subsequent Event (Note 13)

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Bruce D. Hanson , Director

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

    2



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Comprehensive Income
    (Unaudited)
    (Expressed in U.S. Dollars)

        Three Months Ended  
        December 31,  
        2011     2010  
              (Note 14)

    EXPENSES

               

    Administrative

    $  81,162   $  105,498  

    Consulting

      66,749     56,029  

    Depreciation

      18,182     18,375  

    Foreign exchange loss

      151,170     134,515  

    Insurance

      85,576     44,097  

    Interest expense

      15,687     46  

    Professional fees

      129,273     69,226  

    Salaries and other benefits

      260,202     174,099  

    Shareholder relations

      100,726     54,591  

    Stock-based compensation

      11,033     65,891  

     

      (919,760 )   (722,367 )

    OTHER

               

    Finance income

      4,339     842  

    Other income

      325,084     16,997  

    NET LOSS FOR THE PERIOD

      (590,337 )   (704,528 )

     

               

    Foreign currency translation reserve

      172,357     879,728  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (417,980 ) $  175,200  

     

               

    LOSS PER COMMON SHARE (Note 8)

               

       - BASIC AND DILUTED

      ($0.00 )   ($0.01 )

    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 8)

      123,999,665     97,613,361  

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

    3



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in U.S. Dollars)

        Common Shares                          
                                Accumulated        
                                Other        
                                Comprehensive     Total  
                    Contributed     Accumulated     Income     Shareholders'  
        Capital Stock     Amount     Surplus     Deficit     (Loss)     Equity  
                                         

    Balance as at October 1, 2010 (Note 14)

      97,188,999   $  50,431,482   $  13,199,345   $  (31,007,773 ) $  -   $  32,623,054  

       Shares issued in consideration for advance royalty payments

      66,708     39,788                 39,788  

       Stock options exercised

      1,025,700     629,598     (173,803 )               455,795  

       Stock-based compensation

                  65,891                 65,891  

       Net loss for the period

                        (704,528 )         (704,528 )

    Balance as at December 31, 2010 (Note 14)

      98,281,407     51,100,868     13,091,433     (31,712,301 )   879,728     33,359,728  

       Public offering

      23,000,000     11,833,500                       11,833,500  

       Warrants issued in connection with public offering

            (4,295,266 )   4,295,266                 -  

       Stock options exercised

      457,000     259,526     (86,384 )               173,142  

       Stock-based compensation

                  803,940                 803,940  

       Shares issued in consideration for advance royalty payments

      150,296     204,642                 204,642  

       Shares issued in consideration for property acquisitions

      2,110,962     2,222,938                 2,222,938  

       Share issuance costs

            (1,837,771 )   426,439                 (1,411,332 )

       Foreign currency translation reserve

                              (2,131,166 )   (2,131,166 )

       Net loss for the period

                        (2,862,744 )         (2,862,744 )

    Balance as at September 30, 2011 (Note 14)

      123,999,665     59,488,437     18,530,694     (34,575,045 )   (1,251,438 )   42,192,648  

       Stock-based compensation

                  11,033                 11,033  

       Foreign currency translation reserve

                              172,357     172,357  

       Net loss for the period

                        (590,337 )         (590,337 )

    Balance as at December 31, 2011

      123,999,665   $  59,488,437   $  18,541,727   $  (35,165,382 ) $  (1,079,081 ) $  41,785,701  

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

    4



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in U.S. Dollars)

        Three Months Ended  
        December 31,  
        2011     2010  
                 

    OPERATING ACTIVITIES

               

    Net loss for the period

    $  (590,337 ) $  (704,528 )

    Items not involving cash:

               

       Depreciation

      18,182     18,375  

       Stock-based compensation

      11,033     65,891  

       Interest expense

      15,687     -  

       Finance income

      (4,339 )   (842 )

       Unrealized foreign currency translation

      149,688     6,678  

       Gain on sale of property

      (325,084 )   -  

    Net changes in non-cash working capital:

               

       Prepaid expenses and other assets

      (184,051 )   (2,999 )

       Accounts payable and accrued liabilities

      (51,943 )   (39,933 )

    Interest received

      4,339     842  

     

      (956,825 )   (656,516 )

     

               

    INVESTING ACTIVITIES

               

    Property, plant and equipment expenditures

      (212,282 )   (463,126 )

    Loan to Titan Uranium

      (501,131 )   -  

    Cash outlays for Titan transaction costs

      (106,831 )   -  

    Mineral property acquisitions and expenditures

      (680,059 )   (476,113 )

    Proceeds received from sale of property

      325,084     -  

    Cash deposited with regulatory agencies for decommissioning liabilities

      (114 )   8,197  

     

      (1,175,333 )   (931,042 )

     

               

    FINANCING ACTIVITIES

               

    Cash proceeds from exercise of stock options and warrants

      -     455,795  

    Repayment of debt

      (126,076 )   (4,683 )

     

      (126,076 )   451,112  

     

               

    DECREASE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD

      (2,258,234 )   (1,136,446 )

     

               

    Effect of exchange rate fluctuations on cash held

      22,669     21,430  

    CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

      6,954,646     3,659,981  

    CASH AND CASH EQUIVALENTS - END OF PERIOD

    $  4,719,081   $  2,544,965  

     

               

     

               

     

               

    Non-cash investing and financing transactions:

               

       Issuance of shares for acquisition of mineral properties

    $  -   $  39,788  

       Issuance of secured note for acquisition of mineral properties (Note 7)

    $  919,626   $  -  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    NATURE OF OPERATIONS

    Energy Fuels Inc. (the “Company” or “EFI”) was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. EFI’s principal place of business is located at 2 Toronto Street, Toronto, Ontario, in Canada.

    EFI is an uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico through its wholly-owned Canadian subsidiary, Magnum Uranium Corp. (“Magnum Uranium”) and it’s wholly owned U.S. subsidiaries Energy Fuels Resources Corporation (“EFRC”), Magnum Minerals USA Corp. (“Magnum USA”) and by way of several joint ventures (Note 4) with projects located in Colorado, Utah and Arizona.

    The Company is in the process of exploring its mineral properties and has not yet established whether certain of its mineral exploration properties contain economically recoverable reserves. The recovery of amounts capitalized for exploration and evaluation costs on the statements of financial position are dependent upon the existence of economically recoverable mineral deposits, the ability of the Company to complete exploration and/or development of such properties, including related financing requirements and upon future profitable production or, alternatively, upon proceeds from the disposition of the properties.

    1. BASIS OF PRESENTATION AND GOING CONCERN

    These condensed consolidated financial statements have been prepared using accounting polices applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Accordingly, the accompanying financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    The consolidated financial statements have been prepared in United States dollars (“USD”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).

    As typical of an exploration and evaluation stage company, the Company’s ability to continue as a going concern is dependent upon obtaining outside financing to fund its working capital and current and future capital project requirements. On March 31, 2011, the Company completed an equity financing issuing 23,000,000 shares of common stock at a price of C$0.50 per share, for gross proceeds of $11.8 million (Note 8). The additional cash resources have allowed the Company to continue its mineral property consolidation activities and to continue evaluating capital raise alternatives for long term financing of the construction of the Piñon Ridge Mill for which the Company has received the Radioactive Material License (“License”) from the Colorado Department of Public Health & Environment (“CDPHE”).

    As noted above, the approval of the License has allowed the Company to begin the process of seeking project financing for the construction of the mill facility and for funding the decommissioning warranty that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. Under the current terms of the License the Company will be required to provide prepayments of the decommissioning warranty of approximately $9.7 million (Note 4). Due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013.

    With the net proceeds of the equity financing discussed above, and with its continued focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2012, assuming successful deferral of the decommissioning warranty. Also see Note 13 for discussion of the impact on the Company’s business plan as a result of the merger transaction with Titan Uranium Inc. that closed February 29, 2012.

    6



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    1. BASIS OF PRESENTATION AND GOING CONCERN (continued)

    The Company’s ability to obtain additional project financing and deferral of the decommissioning liability creates a significant doubt as to the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these unaudited consolidated financial statements then adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications would be necessary and these adjustments could be material.

    2. SIGNIFICANT ACCOUNTING POLICIES

    Statement of Compliance and Conversion to International Financial Reporting Standards (“IFRS”)

    These are the Company’s first IFRS condensed consolidated interim financial statements prepared in accordance with IAS 34, Interim Financial Statements (“IAS 34”) using accounting policies consistent with IFRS. The accounting policies have been selected to be consistent with IFRS as is expected to be effective on September 30, 2012, the Company’s first annual IFRS reporting date. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

    The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. They have also been applied in the preparation of an opening IFRS statement of financial position as at October 1, 2010, as required by IFRS 1 , First Time Adoption of International Financial Reporting Standards (“IFRS 1”). The impact of the transition from Canadian GAAP to IFRS is explained in Note 14.

    The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual period that are relevant to these unaudited condensed consolidated interim financial statements will be finalized only when the first annual IFRS financial statements are prepared for the year ending September 30, 2012.

    These condensed consolidated interim financial statements for the period ended December 31, 2011 were authorized for issuance by the Board of Directors of the Company on March 7, 2012.

    Change in functional and presentation currency

    Effective October 1, 2011, the Company changed its presentation currency from the CAD to the USD. The Company believes the USD reporting provides better information regarding the Company’s results of operations and related business activities. USD reporting is expected to improve shareholders’ ability to compare the Company’s financial results with other publicly traded companies in the mining industry whose primary assets and operations are located in the United States.

    Prior to October 1, 2011, the Company reported its annual and quarterly statement of financial position, statement of comprehensive loss, statement of shareholders’ equity and consolidated statement of cash flows in CAD. In making this change, the Company followed the guidance of the International Accounting Standards Board (“IASB”) as set out in IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”).

    As indicated in IAS 21 the following procedures were followed in the change of presentation currency:

      1.

    Assets and liabilities for each statement of financial position presented (including comparatives) were translated using the closing rate at the date of the statement of financial position;

         
      2.

    Income and expenses for each statement of comprehensive income presented were translated using the average exchange rates prevailing during each reporting period;

         
      3.

    Shareholder equity transactions have been translated using the rates of exchange in effect as of the dates of the various capital transactions. All comparative financial information has been restated to reflect the Company’s results as if they had been historically reported in USD and the effect on the condensed consolidated financial statements resulted in an accumulated other comprehensive income adjustment of $4,535,925, which is reconciled in Note 14.

    7



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Change in functional currency

    As of October 1, 2011, it has been determined that there has been a change in functional currency from the CAD to the USD in the following subsidiaries and any associated joint ventures:

    • Energy Fuels Resources Corporation
    • Magnum Minerals USA Corp.

    The change in functional currency of the above entities from CAD to USD was triggered by the approval of the License by the CDPHE for the development of the Piñon Ridge mill, with the resultant cash flows expected to be incurred for the development to be denominated in USD. In accordance with IAS 21, the change in functional currency is accounted for on a prospective basis from October 1, 2011. With the above change, the functional currency of the Company's U.S. subsidiaries is the USD and the functional currency of Energy Fuels Inc. is the CAD.

    F oreign currency translation

    The Company operates primarily in the U.S. and to a lesser extent in Canada. Monetary assets and liabilities of the Company which are denominated in foreign currencies are translated into the USD at the exchange rate prevailing at the date of the statement of financial position. Non-monetary assets and liabilities are translated at historical rates at each transaction date. Revenues and expenses are translated at exchange rates prevailing in the transaction period. All exchange gains and losses are included in the determination of income for the period.

    Principles of consolidation

    These unaudited condensed consolidated interim financial statements include the accounts of the Company together with its wholly-owned U.S. subsidiaries, EFRC and Magnum USA, and its wholly-owned Canadian subsidiary, Magnum Uranium. All inter-company transactions have been eliminated.

    Interests in the Company’s joint ventures were recognized in these consolidated statements using the proportionate consolidation method.

    Financial instruments

    The Company recognizes financial assets and financial liabilities when the Company becomes a party to a contract. Financial assets and financial liabilities, with the exception of financial assets classified as fair value through profit or loss, are measured at fair value plus transaction costs on initial recognition. Financial assets at fair value through profit and loss are measured at fair value on initial recognition and transaction costs are expensed when incurred.

    Measurement in subsequent periods depends on the classification of the financial instrument:

      a.

    Financial assets at fair value through profit and loss (“FVTPL”)

         
     

    Financial assets are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value option), or if they are derivative assets. Financial assets classified as FVTPL are measured at fair value, with changes recognized in the consolidated statements of operations.

         
     

    The Company’s financial assets classified as FVTPL include cash and cash equivalents. The Company does not currently hold any derivative instruments. Interest expense is recorded using the effective interest method.

    8



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

         
    b.

    Other financial liabilities

         

    Other financial liabilities are financial liabilities that are not classified as FVTPL. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest rate method. Accounts payable and accrued liabilities are classified as other financial liabilities.

    The effective interest method is method of calculating the amortized cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or to the net carrying amount on initial recognition.

    Cash and cash equivalents

    Cash and cash equivalents include cash, deposits, investments and short-term money market funds, which may be settled on demand or have a maturity no longer than a 90 day period from the date of purchase.

    Property, plant and equipment

    Property, plant and equipment is measured at cost less accumulated amortization and accumulated impairment. Amortization begins when the asset is placed into service and is calculated on the straight-line basis over the estimated useful lives of the assets, as follows:

    Office equipment 5 yrs
    Furniture and fixtures 5 yrs
    Shop tools and equipment 3-5 yrs
    Mining equipment 5 yrs
    Vehicles and equipment under capital lease 5 yrs

    Included in property, plant and equipment is the cost of the land associated with the Piñon Ridge mill site, and all intangible costs incurred to obtain the mill permit. These intangible costs are an integral component of the future development of the Piñon Ridge mill site, enabling this asset to operate in the manner intended by management.

    The amortization method, residual values, and useful lives of plant and equipment are reviewed annually and any change in estimate is applied prospectively.

    Exploration and evaluation costs

    The Company capitalizes acquisition, exploration, and evaluation expenditures related to owned and controlled mineral properties at cost. Depreciation of assets used in connection with exploration and exploration activities is also capitalized. These deferred costs are either amortized against future production upon the commencement of commercial production, or written off to the extent that the properties are sold, allowed to lapse, abandoned or determined to be of no economic benefit. General exploration, overhead and administration costs are expensed in the period incurred.

    The Company has not reached a point where the technical feasibility and commercial viability of extracting its mineral resources are demonstrable. Once technical feasibility and commercial viability can be demonstrated, the carrying value will be assessed for impairment and reclassified into property and equipment and mineral properties depending on the nature of the capitalized costs.

    9



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Jointly controlled entities

    Joint ventures are those entities over whose activities the Company has joint control, established by contractual agreement. These condensed consolidated financial statements include the Company’s proportionate share of the entities’ assets, liabilities, revenue and expenses with items of a similar nature on a line-by-line basis, from the date that joint control commences until the date that joint control ceases.

    Share capital

    Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

    Finance income and finance costs

    Finance income comprises interest income on funds invested, and changes in the fair value of financial assets at fair value through profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method.

    Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, and impairment losses recognized on financial assets.

    Foreign currency gains and losses are reported on a net basis.

    Decommissioning Liabilities

    The Company’s decommissioning liability relates to expected mine reclamation and closure activities, as well as costs associated with exploration drilling. Such costs, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The decommissioning liability is accreted to full value over time through periodic accretion charges recorded to operations as finance expense. The Company periodically adjusts the carrying amounts of the decommissioning liability and the related asset for changes in estimates of the amount or timing of underlying future cash flows, and discount rates.

    The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related reclamation and remediation liability.

    Impairment of long-lived assets

    At each financial reporting date the carrying values of the Company’s assets, including exploration and evaluation costs are reviewed to determine whether there is an indication that those assets are impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

    Income taxes

    Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

    10



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

    Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

    A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

    Stock-based compensation

    The Company uses a fair value-based method of accounting for stock options granted to employees, directors, and non-employees. The fair value of the award is determined using the Black-Scholes option pricing model on the date of the grant. For awards with graded vesting, the fair value of each tranche, adjusted for expected forfeitures, is recognized over its respective vesting period as an increase in stock-based compensation expense and the contributed surplus account. At the end of each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

    When such stock options are exercised, the proceeds received by the Company, together with the respective amount from contributed surplus, are credited to share capital.

    Loss per share

    The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares.

    Significant accounting judgments and estimates

    The preparation of the unaudited condensed consolidated interim financial statements using accounting policies consistent with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. The preparation of the unaudited condensed consolidated interim financial statements also requires management to exercise judgment in the process of applying the accounting policies.

    11



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Critical accounting estimates

    Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively from the period in which the estimates are revised. The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year.

    a) Impairment of long-lived assets

    When there are indications that an asset may be impaired, the Company is required to estimate the asset’s recoverable amount. Recoverable amount is the greater of value in use and fair value less costs to sell. Determining the value in use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. No impairments of long-lived assets have been recorded for the three months ended December 31, 2011 (2010 – Nil).

    b) Useful life of property, plant and equipment

    Equipment is amortized over the estimated useful life of the assets after the asset is deemed ready for use. Changes in the estimated useful lives could significantly increase or decrease the amount of depreciation recorded during the year and the carrying value of the equipment. Total carrying value of plant, property and equipment at December 31, 2011 was $13,191,292 (September 30, 2011 - $13,035,102; October 1, 2010 – $11,777,899).

    c) Stock-based compensation

    Management is required to make certain estimates when determining the fair value of stock option awards and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the statement of operations. For the three months ended December 31, 2011, the Company recognized approximately $11,033 of stock-based compensation expense (three months ended December 31, 2010 - $65,891).

    Critical judgments used in applying accounting policies

    In the preparation of these unaudited consolidated financial statements management has made judgments, aside from those that involve estimates, in the process of applying accounting policies. These judgments can have an effect on the amounts recognized in the financial statements.

    a) Exploration and evaluation costs

    Management is required to apply judgment in determining whether technical feasibility and commercial viability can be demonstrated for the mineral properties. Once technical feasibility and commercial viability of a property can be demonstrated, exploration and evaluation costs will be reclassified from exploration and evaluation costs and subject to different accounting treatment. As at December 31, 2011 and December 31, 2010 management had determined that no reclassification of exploration and evaluation costs was required.

    b) Income taxes

    The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of relevant tax laws. The actual amount of income taxes only becomes final upon the filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements.

    12



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Future Accounting Changes

    IFRS 7 Financial instruments - Disclosures

    In October 2010, the IASB amended IFRS 7 Financial instruments – Disclosures (‘‘IFRS 7’’) to provide guidance on identifying transfers of financial assets and continuing involvement in transferred assets for disclosure purposes. The amendments introduce new disclosure requirements for transfers of financial assets including disclosures for financial assets that are not derecognized in their entirety, and for financial assets that are derecognized in their entirety but for which continuing involvement is retained. The amendments to IFRS 7 are effective for annual periods beginning on or after July 1, 2011. The Company has not yet assessed the impact of the standard.

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 11 Joint Arrangements

    In May 2011, the IASB issued IFRS 11 Joint Arrangements , which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”.

    The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    13



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    The relevant points of IFRS 13 are as follows:

    • Fair value is measured using the price in a principal market for the asset or liability, or in the absence of a principal market, the most advantageous market;
    • Financial assets and liabilities with offsetting positions in market risks or counterparty credit risks can be measured on the basis of an entity’s net risk exposure;
    • Disclosures regarding the fair value hierarchy have been moved from IFRS 7 to IFRS 13, and further guidance has been added to the determination of classes of assets and liabilities;
    • A quantitative sensitivity analysis must be provided for financial instruments measured at fair value;
    • A narrative must be provided discussing the sensitivity of fair value measurements categorized under Level 3 of the fair value hierarchy to significant unobservable inputs; and
    • Information must be provided on an entity’s valuation processes for fair value measurements categorized under Level 3 of the fair value hierarchy.

    IAS 1 Presentation of Financial Statements

    In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IAS 19 Employee Benefits

    IAS 19 Employee Benefits (“IAS 19”) was amended by the IASB in June 2011, which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IAS 19, the option to defer the recognition of gains and losses arising in a defined benefit plan is eliminated, to require gains and losses relating to those plans be presented in other comprehensive income, and improve the disclosure requirements concerning the characteristics of defined benefit plans and the risks arising from those plans. In addition, the amended standard also incorporates changes to the accounting for termination benefits. The Company has determined the amendment would have no impact.

    14



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    3. PROPERTY, PLANT AND EQUIPMENT

        Piñon Ridge Mill     Office     Furniture     Shop Tools      Vehicles       Mining     Equipment     Total  
              Equipment     and Fixtures     and           Equipment     Under        
                          Equipment                 Capital        
                                            Lease        

    Cost

                                                   

    Balance at October 1, 2010

    $  11,297,477   $  133,242   $  17,836   $  279,839   $  23,538   $  870,198   $  139,337   $  12,761,467  

    Additions

      1,657,777     19,110     2,331     -     52,925     -     -     1,732,143  

    Effect of movements in exchange rates

      (192,439 )   (2,232 )   (299 )   (4,687 )   (394 )   (14,573 )   (2,334 )   (216,958 )

    Balance at September 30, 2011

      12,762,815     150,120     19,868     275,152     76,069     855,625     137,003     14,276,652  

    Additions

      189,929     2,779     -     -     -     19,574     -     212,282  

    Balance at December 31, 2011

    $  12,952,744   $  152,899   $  19,868   $  275,152   $  76,069   $  875,199   $  137,003   $  14,488,934  

     

                                                   

    Depreciation

                                                   

    Balance at October 1, 2010

    $  -   $  113,681   $  12,168   $  163,808   $  18,289   $  560,165   $  115,457   $  983,568  

    Depreciation for the year

      -     18,622     3,768     55,031     9,005     165,597     22,433     274,456  

    Effect of movements in exchange rates

      -     (1,904 )   (204 )   (2,744 )   (306 )   (9,382 )   (1,934 )   (16,474 )

     

                                                   

    Balance at September 30, 2011

      -     130,399     15,732     216,095     26,988     716,380     135,956     1,241,550  

    Depreciation for the period

      -     4,825     974     13,308     3,345     32,593     1,047     56,092  

     

                                                   

    Balance at December 31, 2011

    $  -   $  135,224   $  16,706   $  229,403   $  30,333   $  748,973   $  137,003   $  1,297,642  

     

                                                   

    Carrying amounts

                                                   

    At October 1, 2010

    $  11,297,477   $  19,561   $  5,668   $  116,031   $  5,249   $  310,033   $  23,880   $  11,777,899  

    At September 30, 2011

    $  12,762,815   $  19,721   $  4,136   $  59,057   $  49,081   $  139,245   $  1,047   $  13,035,102  

     

                                                   

    At October 1, 2011

    $  12,762,815   $  19,721   $  4,136   $  59,057   $  49,081   $  139,245   $  1,047   $  13,035,102  

    At December 31, 2011

    $  12,952,744   $  17,675   $  3,162   $  45,749   $  45,736   $  126,226   $  -   $  13,191,292  

    Amortization in the amount of $37,910 (December 31, 2010 – $33,330) for property, plant and equipment used at the mill site and mine properties was capitalized to mineral properties. Substantially all of the Company’s plant and equipment are located in the U.S.

    15



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    4. EXPLORATION AND EVALUATION COSTS

        December 31,     September 30,  
        2011     2011  
      $      
                 
    Acquisition costs            
    Balance, beginning of period   10,166,708     7,405,419  
    Effect of movements in exchange rates   -     (124,030 )
    Acquisition expenditures   1,661,237     2,637,259  
        11,827,945     10,166,708  
    Deferred exploration and evaluation costs            
    Balance, beginning of period   10,090,342     9,667,713  
    Effect of movements in exchange rates   -     (161,920 )
    Exploration and evaluation costs capitalized   76,591     260,709  
        10,166,933     10,090,342  
    Balance, end of period   21,994,878     20,257,050  

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

    The following is a summary of exploration and evaluation costs by area of interest as at December 31, 2011:

              September 30,     October 1,  
        December 31, 2011     2011     2010  
      $        
       Whirlwind Mine Area   11,229,955     11,084,965     10,438,179  
       La Sal-Energy Queen District   2,708,042     2,617,001     2,402,205  
       San Rafael Area   3,189,988     3,189,988     2,014,363  
       Gateway District   881,035     881,035     772,708  
       Uravan District   728,340     708,340     569,647  
       Other Areas-WY, NM   43,586     43,586     3,836  
       Moab Area   296,151     296,151     282,604  
       Slick Rock District   433,235     433,257     377,962  
       Skidmore   1,419,626     -     -  
            Subtotal   20,929,958     19,254,323     16,861,502  
        Joint Ventures                  
       Colorado Plateau JV (1)   1,036,384     974,512     187,455  
       West Lisbon JV   28,536     28,215     24,175  
       Arizona Strip Partners JV (2)   -     -     -  
    Balance   21,994,878     20,257,050     17,073,132  

    16



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    4. EXPLORATION AND EVALUATION COSTS (continued)

    (1) Colorado Plateau Partners LLC

    On November 1, 2008 EFRC, along with Lynx-Royal JV LLC (“Lynx-Royal”), finalized the formation of Colorado Plateau Partners LLC, a joint venture, to acquire, explore, evaluate and, if justified, mine uranium properties located in the states of Colorado and Utah. EFRC’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed certain mineral leases located in the states of Colorado and Utah, which are currently controlled by EFRC. Lynx-Royal’s contribution was claims located in Colorado and Utah.

    (2) Arizona Strip Partners LLC

    On June 30, 2008 the Company and Lynx-Royal completed the formation of the Arizona Strip Partners LLC, a joint venture company to explore uranium properties in the Arizona Strip region of Northern Arizona. The Company’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed the Arizona acreage that was controlled by it and the unpatented claims initially held jointly with High Plains Uranium, Inc. under the Arizona Strip Resources Joint Ventures, LLC.

    5. PIÑON RIDGE MILL AND MINERAL PROPERTY COMMITMENTS

    The following is a summary of future commitments by fiscal year for the Company’s properties:

        2012     2013     2014     2015     2016     Thereafter     Total  
    United States $     $     $     $     $     $     $    
    Piñon Ridge Mill   4,376     4,595     -     -     -     -     8,971  
    Mill License Bonding (a)   2,898,260     6,798,730     -     -     -     -     9,696,990  
    Whirlwind Mine Area   30,500     30,500     30,500     30,500     30,500     30,500     183,000  
    La Sal-Energy Queen Area   106,000     96,000     66,000     66,000     66,000     566,000     966,000  
    Gateway District   132,200     102,200     102,200     102,200     102,200     944,400     1,485,400  
    Uravan District   84,800     99,800     99,800     99,800     99,800     184,600     668,600  
    Slick Rock District   50,550     52,550     108,550     108,550     108,550     1,017,100     1,445,850  
    Skidmore   135,000     162,500     200,000     250,000     250,000     -     997,500  
    Colorado Plateau JV   5,570     68,640     68,640     68,640     6,140     72,280     289,910  
              Total Commitments   3,447,256     7,415,515     675,690     725,690     663,190     2,814,880     15,742,221  

    (a) Mill License Bonding

    The terms of the License issued to the Company by CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. To date, the Company has transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

    Three prepayments of the decommissioning warranty remain to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until next construction season. The revised timetable for submitting the remaining payments are September 7, 2012 ($2,898,260), March 7, 2013 ($6,401,920) and September 7, 2013 ($396,810).

    Under the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s statement of financial position and should be considered not available for general working capital purposes.

    17



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    6. DECOMMISSIONING LIABILITIES

    The following table summarizes the Company’s Decommissioning Liabilities:

        December 31,     September 30,  
        2011     2011  
      $      

    Reclamation obligations, beginning of year

      465,752     428,732  

       Expenditures during current period

      -     -  

       Revision of estimate

      (36,094 )   37,020  

    Reclamation obligations, end of period

      429,658     465,752  

    Site restoration liability by location:

               

       Exploration drill holes

      13,451     13,451  

       Whirlwind Mine

      204,529     222,266  

       Energy Queen Mine

      211,678     230,035  

     

      429,658     465,752  

    Site restoration liability:

               

       Current

      13,451     13,451  

       Non-current

      416,207     452,301  

     

      429,658     465,752  

    During the period ended December 31, 2011, there were no additions to the decommissioning liability. In calculating the current period decommissioning liability the Company used a weighted average cost of capital of 1.89% (10 Year US Treasury Rate).

    The undiscounted decommissioning liability as at December 31, 2011 is $513,016 (September 30, 2010 - $513,016; October 1, 2010 - $496,752).

    Decommissioning funds, which are held by regulatory agencies to settle these future obligations, are comprised of the following:

        December 31,     September 30,     October 1,  
        2011     2011     2010  
      $        

    Controlling entity:

                     

    Colorado Division of Reclamation, Mining and Safety

      557,938     557,938     562,472  

    Colorado Department of Public Health & Environment

      1,531,350     1,531,350     458,972  

    State of Utah Division of Oil, Gas and Mining

      464,800     464,686     10,081  

    Wyoming Department of Environmental Quality-Land Division

      10,000     10,000     -  

     

      2,564,088     2,563,974     1,031,525  

    18



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    7. SECURED NOTE

    Loans and borrowings

    This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost.

        December 31,     September 30,        
        2011     2011     October 1, 2010  
      $        
    Current liabilities                  
    Current portion of secured note   250,180     -     -  
        250,180     -     -  
                       
    Non-current liabilities                  
    Secured Note   560,133     -     -  
        560,133     -     -  

    Terms and debt repayment schedule

    Terms and conditions of outstanding loans were as follows:

                          December 31, 2011     September 30, 2011     October 1, 2010  
                          $   $     $  
              Effective                                            
              interest     Year of           Carrying           Carrying           Carrying  
        Currency     rate     maturity     Face value     amount     Face value     amount     Face value     amount  
                                                           
                                                           
    Secured Note   USD     7%     2016     1,125,720     810,313     -     -     -     -  
    Total                     1,125,720     810,313     -     -     -     -  

    On October 12, 2011 the Company issued a secured note to Nuclear Energy Corporation LLC (“NUECO”) in the amount of $1,125,720 for the assignment of the Skidmore Mineral Lease (“Skidmore”). To date the Company has transferred cash in the amount of $125,000 to NUECO in accordance with the terms of the agreement. The remaining balance of the note is repayable on the following schedule: October 13, 2012 ($250,180), October 13, 2013 ($250,180), October 13, 2014 ($250,180), and October 13, 2015 ($250,180). This note is secured by the Skidmore lease.

    8. CAPITAL STOCK, CONTRIBUTED SURPLUS, AND LOSS PER SHARE

    Authorized share capital

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    19



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    8. CAPITAL STOCK, CONTRIBUTED SURPLUS, AND LOSS PER SHARE (continued)

    Issued share capital

    The issued and outstanding share capital consists of common shares as follows:

      December 31, 2011 September 30, 2011
      Shares Amount $ Shares Amount $
    Balance, beginning of period 123,999,665 59,488,437 97,188,999 50,431,482
       Public offering - - 23,000,000 7,538,234
       Private placement - - - -
       Options exercised - - 1,482,700 889,124
       Shares issued in consideration for advance royalty payments - - 217,004 244,430
       Shares issued in consideration for property acquisitions - - 2,110,962 2,222,938
       Share issuance costs - - - (1,837,771)

    Balance, end of period

    123,999,665 59,488,437 123,999,665 59,488,437

    Warrants

    On March 31, 2011, as part of the Public Offering, 11,500,000 share purchase warrants were issued with an exercise price of C$0.65 per share and a fair value of C$3,143,214. In addition, and as part of the Public Offering, the Company issued 1,610,000 agent compensation warrants with an exercise price of C$0.50 per share and a fair value of C$298,421.

        Exercise Price Warrants
    Month Issued Expiry Date C$   Issued
    March 2011 March 31, 2015 $0.65 11,500,000
    March 2011 Sept 30, 2012 $0.50 1,610,000

              Weighted  
              Average  
        Number of     Exercise Price  
        Warrants     C$  
    Balance, October 1, 2011   13,110,000   $  0.63  
    Transactions during the period:            
       Warrants   -     -  
    Balance, December 31, 2011   13,110,000   $  0.63  

    20



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    8. CAPITAL STOCK, CONTRIBUTED SURPLUS, AND LOSS PER SHARE (continued)

    Contributed Surplus

        As at     As at  
        December 31, 2011     September 30, 2011  
      $      
    Balance, beginning of period   18,530,694     13,199,345  
       Stock-based compensation expense   11,033     869,830  
       Warrants issued on public offering   -     4,295,267  
       Warrants issued to agents for public offering   -     426,439  
       Stock options transferred to share capital upon exercise   -     (260,187 )
    Balance, end of period   18,541,727     18,530,694  

    Loss per Common Share

        Three Months Ended December 31,  
        2011     2010  
    Net loss   ($590,337 )   ($704,528 )
                 
    Weighted average number of common shares outstanding   123,999,665     97,613,361  
    Loss per share - basic and diluted   ($0.00 )   ($0.01 )

    For the period ended December 31, 2011, 6,620,300 (Dec 31, 2010 – 5,642,300) options have been excluded from the calculation of diluted loss per share because they are anti-dilutive.

    9. STOCK-BASED COMPENSATION

    Stock Options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the three months ended December 31, 2011, the Company granted no stock options (Dec 31, 2010 – 125,000) to its employees, directors and consultants recording stock-based compensation expense of $Nil (Dec 31, 2010-$58,115). The Company also recorded stock-based compensation expense of $11,033 (Dec 31, 2010 - $7,776) for those stock options granted in a prior period and which vested during the current period. Offsetting amounts were recognized as contributed surplus.

    The fair value of stock options previously granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model.

    21



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    9. STOCK-BASED COMPENSATION (continued)

    The fair value of stock options granted during the period ended December 31, 2011 is as follows:

        Three Months Ended     Year Ended  
        December 31, 2011     September 30, 2011  
      $      
                 
    Value of stock options granted   -     864,825  
    Deduct value of stock options not vested   -     -  
        -     864,825  

    The summary of the Company’s stock options at December 31, 2011 and September 30, 2011, and the changes for the fiscal periods ending on those dates is presented below:

        As at December 31, 2011     As at September 30, 2011  
                                         
              Weighted                 Weighted        
        Range of     Average           Range of     Average        
        Exercise Prices     Exercise Price     Number of     Exercise Prices     Exercise Price     Number of  
        C$     C$     Options     C$     C$     Options  
    Balance, beginning of period $ 0.16 - $2.25   $ 0.59     6,620,300   $ 0.16 - $2.25   $ 0.60     6,543,000  
    Transactions during the period:                                    
       Granted   -     -     -     0.51 - 0.71     0.52     1,880,000  
       Exercised   -     -     -     0.20 - 0.45     0.43     (1,482,700 )
       Forfeited   -     -     -     2.25     2.25     (125,000 )
       Expired   -     -     -     0.45     0.45     (195,000 )
    Balance, end of period $ 0.16 - $2.25   $ 0.59     6,620,300   $ 0.16 - $2.25   $ 0.59     6,620,300  

    22



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    9. STOCK-BASED COMPENSATION (continued)

    The following table reflects the actual stock options issued and outstanding as of December 31, 2011:

        Remaining Number of Number of Number of
      Exercise Price Contractual Options   Options Options
    Expiry Date C$ Life (Years) Outstanding     Vested Unvested
               
    Jan-2012 0.45 0.00 10,000 10,000 -
    Feb-2012 0.45 0.09 58,500 58,500 -
    Nov-2012 0.45 0.87 481,800 481,800 -
    Jan-2013 2.25 1.02 710,000 710,000 -
    May-2013 2.25 1.35 25,000 25,000 -
    Feb-2014 0.35 2.10 700,000 700,000 -
    Jul-2014 0.35 2.55 670,000 670,000 -
    Oct-2014 0.35 2.81 150,000 150,000 -
    Dec-2014 0.35 2.98 150,000 150,000 -
    Jun-2015 0.16 3.47 12,500 12,500 -
    Jul-2015 0.20 3.53 860,000 706,666 153,334
    Jul-2015 0.17 3.56 12,500 12,500 -
    Aug-2015 0.30 3.60 900,000 900,000 -
    Oct-2015 0.62 3.80 75,000 75,000 -
    Nov-2015 0.71 3.86 50,000 50,000 -
    Apr-2016 0.51 4.29 1,755,000 1,755,000 -
        2.96 6,620,300 6,466,966 153,334

    10. COMMITMENTS

    The Company is committed to payments under various operating leases. The future minimum lease payments are as follows:

    As at December 31, 2011 $
           2012 61,367
           2013 27,352
           Total 88,719

    11. CAPITAL DISCLOSURES

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

    The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of cash and cash equivalents, common shares and stock options. Changes in the equity accounts of the Company are disclosed in Note 8. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares. The Company will require access to equity and credit markets to fund continued exploration and development of its mineral properties and the future growth of the business. The Company is not subject to externally imposed capital requirements.

    23



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    11. CAPITAL DISCLOSURES (continued)

    In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

    The Company is required by regulatory agencies to provide surety bonds of $2,564,088 (Note 6) to cover the estimated reclamation costs for exploration and development, the mine closure obligations at both the Whirlwind and the Energy Queen mines, and for the Piñon Ridge Mill decommissioning warranty obligation.

    12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

    (a) Fair value hierarchy:

    Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

    Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.
    Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
    Level 3 – Reflects inputs that are not based on observable market data.

    The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as of December 31, 2011:

    FAIR VALUE HIERARCHY                        
                             
        Level 1     Level 2     Level 3     Total  
    Cash and cash equivalents                        
       Cash $  1,135,965   $  -   $  - $     1,135,965  
       Cash equivalents   3,583,116                 3,583,116  
      $  4,719,081   $  -   $  - $     4,719,081  

    (b) Credit Risk:

    The Company restricts investment of cash balances to financial institutions with high credit standing. To date, these concentrations of credit risk have not had any effect on the Company’s financial position or results of operations.

    (c) Liquidity Risk:

    Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 8. The Company has $4,466,346 of working capital as at December 31, 2011 (Sept. 30, 2011 - $6,788,823). Accounts payable and accrued liabilities and current portion of notes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in Notes 5 and 10.

    (d) Foreign Currency Risk:

    The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

    24



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

    The following table summarizes, in USD equivalents, the Company’s major foreign currency exposures as of December 31, 2011:

    Cash $ 1,076,808  
    Accounts receivable   539,061  
    Accounts payable and accrued liabilities   647,753  
    Capital lease obligations   -  
       Total $ 2,263,622  

    The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at December 31, 2011 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

      Increase (decrease) in net
     Change for Sensitivity Analysis income
    +1% change in U.S. dollar $22,636
    -1% change in U.S. dollar ($22,636)

    (e) Interest rate risk:

    The Company is not exposed to any significant interest rate risks.

    13. SUBSEQUENT EVENTS

    Acquisition of Titan Uranium Inc.

    On December 5, 2011, the Company and Titan Uranium Inc. (“Titan”) entered into a Business Combination Agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (“Arrangement”), all of the outstanding common shares of Titan. Titan’s principal place of business is located at 235 15 th Street, West Vancouver, British Columbia and its uranium exploration and development projects are located in Canada and the United States.

    On February 23, 2012, Titan sold all of its mineral properties located in Canada to Mega Uranium Ltd. for 10,000,000 common shares of Mega Uranium Ltd. valued at C$3,450,000 at the date of close of the transaction. Titan’s mineral properties in the United States are located in Wyoming and Titan has initiated activities to permit a mine and ore processing facility with the Wyoming Department of Environmental Quality and the federal Nuclear Regulatory Commission.

    The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. The Arrangement has been approved by the Toronto Stock Exchange and was approved by the Supreme Court of British Columbia on February 21, 2011. The acquisition was completed on February 29, 2012.

    25



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    13. SUBSEQUENT EVENTS (continued)

    Pursuant to the Arrangement, Titan shareholders received 0.68 of an EFI common share for each common share of Titan. Under the terms of the Arrangement, all outstanding warrants of Titan became exercisable for common shares in EFI. The number of shares received upon exercise and the exercise price of Titan’s outstanding warrants were adjusted proportionately to reflect the share exchange ratio. An aggregate of 5,292,500 Titan options were outstanding immediately prior to the close date of the transaction, however, under the terms of the Arrangement, all Titan options expired on the business day preceding the transaction close date.

    The preliminary calculation of the cost of acquisition included the fair value of the issuance of the following instruments: 89,063,997 Energy Fuels common shares at $0.35 per share, plus 14,926,881 share purchase warrants, with an average exercise price of $0.65 per share and a fair value of $457,131, for a total purchase price of $31,629,530. The value of the EFI shares issued was calculated using the share price of EFI shares on the date of acquisition.

    The transaction will be accounted for as an asset purchase and the cost of each item of exploration and evaluation, plant and equipment acquired as part of the group of assets acquired will be determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition. As of December 31, 2011 the Company had incurred costs of $545,437 related to the transaction and those costs have been capitalized. In addition, the Company extended a $1.0 million bridge loan to Titan of which $501,131 was outstanding as of December 31, 2011. The bridge loan is secured by mineral properties at Titan’s Sheep Mountain Project and bears interest at a rate of 5% per annum payable at maturity.

    14. TRANSITION TO IFRS

    Overview

    The Company has adopted IFRS, effective for interim and annual financial statements relating to its fiscal year ended September 30, 2012. These are the Company’s first unaudited condensed consolidated interim financial statements that have been prepared in accordance with IAS 34, using accounting policies consistent with IFRS.

    The accounting policies described in Note 2 have been selected to be consistent with IFRS as is expected to be in effect on September 30, 2012, the Company’s first annual IFRS reporting date. These policies have been applied in the preparation of these unaudited condensed consolidated interim financial statements, including all comparative information.

    First-time adoption of IFRS

    The adoption of IFRS requires the application of IFRS 1, which provides guidance for an entity’s initial adoption of IFRS. IFRS 1 generally requires retrospective application of IFRS effective at the end of an entity’s first annual IFRS reporting period. However, IFRS 1 also provides for certain optional exemptions and mandatory exemptions to the retrospective treatment.

    The Company has elected to apply the following optional exemptions in its preparation of its opening IFRS consolidated statement of financial position as at October 1, 2010, the Company’s “Transition Date”.

    • To apply IFRS 2 Share -based Payment only to equity instruments which were issued after November 7, 2002 and had not vested by the Transition Date.

    • To apply IFRS 1 First Time Adoption of International Financial Reporting Standards to foreign currency translation reserves. The Company elected to reset all foreign translation gains and losses to zero in accumulated deficit at October 1, 2010. The foreign currency translation reserve balance at October 1, 2010 was $4,535,925. The application of the exemption had no impact on net equity.

    26



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

    IFRS 1 does not permit changes to estimates that have been made previously. Estimates used in the preparation of the Company’s opening IFRS statement of financial position, and other comparative information restated to comply with IFRS, are consistent with those made previously under current Canadian GAAP.

    The Company’s unaudited consolidated statement of financial position at the IFRS Transition Date is included as comparative information in the unaudited condensed consolidated interim statements of financial position in these financial statements.

    Changes to accounting policies

    The adoption of IFRS resulted in changes to the accounting policies as compared to the most recent annual financial statements prepared under Canadian GAAP. Accounting policies have been changed to be consistent with IFRS as is expected to be effective on September 30, 2012.

    The following summarizes the significant changes to the Company’s accounting policies on adoption of IFRS, and the effect on the Company’s opening IFRS consolidated statement of financial position.

    Property, plant and equipment

    IFRS requires the Company to choose, for each class of equipment, either the cost model or the revaluation model. The Company has selected the cost model in accounting for all of its capital assets.

    The Company has changed its accounting policy to reflect the requirement under IFRS that when an item of property, plant and equipment that is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant and equipment and amortized over their respective useful lives. This change in accounting policy had no impact on the Company’s condensed consolidated financial statements.

    Upon transition to IFRS, the Piñon Ridge mill site and all intangible costs incurred to obtain the mill license are now presented in property, plant and equipment in accordance with IAS 16 Property, Plant and Equipment . This resulted in the reclassification of $11,297,478; $12,117,810 and $12,792,815 from exploration and evaluation costs to property, plant and equipment as at October 1, 2010; December 31, 2010 and September 30, 2011, respectively.

    Impairment of assets

    IFRS requires a write down of assets if the recoverable amount is less than its carrying value. The recoverable amount is defined as the higher of the fair value less costs to sell and the value in use. Value in use is determined using the discounted estimated future cash flows. Under Canadian GAAP, a write down to estimated fair value was required only if the undiscounted estimated future cash flows of a group of assets are less than their carrying value.

    IFRS also requires the reversal of any previous impairment losses, with the exception of goodwill, where circumstances have changed such that the level of impairment in the value of the assets has been reduced. Under Canadian GAAP, the reversal of impairment losses was prohibited.

    The Company has changed its accounting policies related to impairment of assets to be consistent with the requirements under IFRS. This change in accounting policy had no impact on the Company’s condensed consolidated financial statements.

    Share-based payments

    In certain circumstances, IFRS requires a different measurement of share-based compensation than under Canadian GAAP. In particular, the Company has changed its accounting policy to recognized forfeitures in its calculation of the expense associated with the grants of graded stock options.

    27



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

    The effect of applying this change in accounting policy to all stock option grants which had not yet fully vested at October 1, 2010 was a decrease in contributed surplus of $5,005 and a corresponding decrease in the deficit within shareholders’ equity.

    Accounting for income taxes

    IFRS requires the recognition of deferred taxes on the temporary differences in the accounting and tax basis of non-monetary assets and liabilities of foreign operations arising from exchange rate fluctuations. Deferred taxes were not recognized on these types of temporary differences under Canadian GAAP. This change in accounting policy had no impact on the Company’s condensed consolidated financial statements.

    Decommissioning liability

    Under Canadian GAAP, the decommissioning liability is discounted based on the credit adjusted risk-free rate. Under IFRS, the decommissioning liability is discounted based on the current risk-free discount rate. Accordingly, the Company recorded an adjustment to increase the decommissioning liability by $84,457 as of October 1, 2010; an increase of $43,198 as of December 31, 2010; and an increase of $66,431 as of September 30, 2011.

    IFRS 1 provides the option to measure the restoration provision at the Transition Date in accordance with the requirements of IAS 37. Accordingly the Company re-measured the provisions as at Transition Date under IAS 37, Provisions, Contingent Liabilities and Contingent Assets , and estimated the amount to be included in the cost of the related asset by discounting the liability to the date which the liability first arose.

    Presentation

    Certain amounts on the unaudited condensed consolidated interim statement of financial position, statement of comprehensive loss, statement of shareholders’ equity, and statement of cash flows have been reclassified to conform to the presentation adopted under IFRS.

    Reconciliation of Canadian GAAP to IFRS

    The following provides reconciliations of the shareholders’ equity and the comprehensive loss from Canadian GAAP to IFRS for the respective periods. The adoption of IFRS did not have a material impact on the condensed consolidated interim statements of cash flows.

    Cash Flows

    Consistent with the Group’s accounting policy choice under IAS 7 Statement of Cash Flows , interest paid and income taxes paid have moved into the body of the Statement of Cash Flows, whereas they were previously disclosed as supplementary information. There are no other material differences between the statement of cash flows presented under IFRSs and the statement of cash flows presented under previous Canadian GAAP.

    In preparing the interim financial statements for the three months ended December 31, 2011 and the disclosures included in these financial statements, all comparative amounts have been restated to comply with IFRS, except where the Company has applied the optional and mandatory exemptions under IFRS 1. The Company has reconciled the following financial statements as prepared under Canadian GAAP to those prepared under IFRS for the following periods:

    • Consolidated statements of financial position as at October 1, 2010, December 31, 2010, and September 30, 2011.
    • Consolidated shareholders’ equity as at October 1, 2010, December 31, 2010, and September 30, 2011.
    • Consolidated statements of comprehensive loss for the three months ended December 31, 2010 and the year ended September 30, 2011.

    28



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

              September 30,     December 31,        
      Note        2011     2010     October 1, 2010  
                             
    Shareholders' equity under Canadian GAAP       $  42,192,648   $  33,359,728   $  32,623,054  
    Shareholders' equity under IFRS       $  42,192,648   $  33,359,728   $  32,623,054  

              Year Ended     Three Months  
                          September 30,     Ended December  
        Note     2011     31, 2010  
                       
    Comprehensive loss under Canadian GAAP                   $      (3,571,219 ) $  (705,489 )
    Change in recognition of share-based payments   b     3,947     961  
       Change in policy to adjust decommissioning liabilities   c              
    Net loss under IFRS         (3,567,272 )   (704,528 )
    Foreign currency translation reserve         (1,223,315 )   879,728  
    Net comprehensive loss under IFRS       $ (4,790,587 ) $  175,200  

    29



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

    In preparing its opening IFRS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous Canadian GAAP. An explanation of how the transition from previous Canadian GAAP to IFRSs has affected the Group’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

    Reconciliation of consolidated statements of financial position as at October 1, 2010           Effect of transition to IFRS  
              Adjustments to                          
        October 1,     US dollar                          
        2010 Canadian      presentation      October 1,           IFRS     October 1,  
        GAAP     currency     2010     IFRS     Adjustment     2010  
        (C$)     (Note 2)   Canadian GAAP      Adjustments      References     IFRS  

    ASSETS

                  (As restated)                    

    Current assets

                                       

     Cash and cash equivalents

    $  3,738,671   $  (78,690 ) $  3,659,981   $  -         $  3,659,981  

     Prepaid expenses and other assets

      341,879     (7,196 )   334,683     -           334,683  

     

      4,080,550     (85,886 )   3,994,664     -           3,994,664  

    Non-current

                                       

     Property, plant and equipment

      490,750     (10,329 )   480,421     11,297,478     d     11,777,899  

     Exploration and evaluation costs

      28,894,305     (608,152 )   28,286,153     (11,213,021 )   b, d     17,073,132  

     Restricted cash

      1,053,703     (22,178 )   1,031,525     -           1,031,525  

     

    $  34,519,308   $  (726,545 ) $  33,792,763   $  84,457         $  33,877,220  

    LIABILITIES & SHAREHOLDERS' EQUITY

                                       

    Current liabilities

                                       

     Accounts payable and accrued liabilities

    $  827,036   $  (17,408 ) $  809,628     -         $  809,628  

     Current portion of decommissioning

                                       

     liability

      12,759     (269 )   12,490     -           12,490  

     Current portion of long-term debt

      15,037     (316 )   14,721     -           14,721  

     

      854,832     (17,993 )   836,839     -           836,839  

    Non-current

                                       

     Long-term decommissioning liability

      338,918     (7,133 )   331,785     84,457     b     416,242  

     Long-term debt

      1,108     (23 )   1,085     -           1,085  

     

      1,194,858     (25,149 )   1,169,709     84,457     -     1,254,166  

    Shareholders' equity

                                       

     Capital stock

      57,232,407     (6,800,925 )   50,431,482     -           50,431,482  

     Contributed surplus

      14,991,146     (1,786,796 )   13,204,350     (5,005 )   a     13,199,345  

     Accumulated deficit

      (38,899,103 )   3,350,400     (35,548,703 )   4,540,930     a, c     (31,007,773 )

     Accumulated other comprehensive income

      -     4,535,925     4,535,925     (4,535,925 )   c     -  
        33,324,450     (701,396 )   32,623,054     -           32,623,054  
      $  34,519,308   $  (726,545 ) $  33,792,763   $  84,457         $  33,877,220  

    30



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of financial position as at December 31, 2010     Effect of transition to IFRS  
              Adjustments to                          
        December 31,     US dollar                          
        2010 Canadian      presentation       December 31,            IFRS     December 31,  
        GAAP     currency     2010     IFRS     Adjustment     2010  
        (C$)     (Note 2)   Canadian GAAP      Adjustments      References     IFRS  
    ASSETS               (As restated)                    
    Current assets                                    
     Cash and cash equivalents $  2,531,222   $  13,743   $  2,544,965   $  -         $  2,544,965  
     Prepaid expenses and other assets   335,859     1,823     337,682     -           337,682  
        2,867,081     15,566     2,882,647     -           2,882,647  
    Non-current                                    
     Property, plant and equipment   427,373     2,320     429,693     12,117,810     d     12,547,503  
     Exploration and evaluation costs   29,873,594     162,193     30,035,787     (12,074,612 )   b, d     17,961,175  
     Restricted cash   1,017,802     5,526     1,023,328     -           1,023,328  
      $  34,185,850   $  185,605   $  34,371,455   $  43,198         $  34,414,653  
    LIABILITIES & SHAREHOLDERS' EQUITY                                    
    Current liabilities                                    
     Accounts payable and accrued liabilities $  628,034   $  3,410   $  631,444   $  -         $  631,444  
     Current portion of decommissioning liability   12,759     69     12,828     -         12,828  
     Current portion of long-term debt   9,993     54     10,047     -           10,047  
        650,786     3,533     654,319     -           654,319  
    Non-current                                    
     Long-term decommissioning liability   354,408     1,924     356,332     43,198     b     399,530  
     Long-term debt   1,070     6     1,076     -           1,076  
        1,006,264     5,463     1,011,727     43,198     -     1,054,925  
    Shareholders' equity                                    
     Capital stock   57,910,267     (6,809,399 )   51,100,868     -           51,100,868  
     Contributed surplus   14,882,841     (1,785,442 )   13,097,399     (5,966 )   a     13,091,433  
     Accumulated deficit   (39,613,522 )   3,359,330     (36,254,192 )   4,541,891     a, c     (31,712,301 )
     Accumulated other comprehensive income   -     5,415,653     5,415,653     (4,535,925 )   c     879,728  
        33,179,586     180,142     33,359,728     -           33,359,728  
      $  34,185,850   $  185,605   $  34,371,455   $  43,198         $  34,414,653  

    31



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of comprehensive loss for the period ended December 31, 2010     Effect of transition to IFRS  
              Adjustments to                          
        December 31,     US dollar                          
        2010 Canadian     presentation     December 31,           IFRS     December 31,  
        GAAP     currency     2010     IFRS     Adjustment     2010  
        (C$)     (Note 2)   Canadian GAAP     Adjustments     References     IFRS  
    EXPENSES               (As restated)                    
                                         
                                         
                                         
                                         
    Administrative       $  -   $  -   $  105,498     e   $  105,498  
    Consulting         -     -     56,029     e     56,029  
    Depreciation   18,608     (233 )   18,375     -           18,375  
    Foreign exchange loss   136,218     (1,703 )   134,515     -           134,515  
    General and administrative   509,960     (6,374 )   503,586     (503,586 )   e     -  
    Insurance         -     -     44,097     e     44,097  
    Interest expense         -     -     46     e     46  
    Professional fees         -     -     69,226     e     69,226  
    Salaries and other benefits         -     -     174,099     e     174,099  
    Shareholder relations         -     -     54,591     e     54,591  
    Stock-based compensation   67,698     (846 )   66,852     (961 )   b     65,891  
      $  (732,484 ) $  9,156   $  (723,328 ) $  (961 )       $  (722,367 )
                                         
    Finance income   853     (11 )   842     -           842  
    Other income   17,212     (215 )   16,997     -           16,997  
                                         
    NET LOSS FOR THE PERIOD $  (714,419 ) $  8,930   $  (705,489 ) $  (961 )       $  (704,528 )
    Foreign currency translation reserve   -     879,728     879,728                 879,728  
    NET COMPREHENSIVE LOSS FOR THE PERIOD $  (714,419 ) $  888,658   $  174,239   $  (961 )       $  175,200  

    32



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of financial position as at September 30, 2011     Effect of transition to IFRS  
              Adjustments to                                
        September 30,     US dollar                          
        2011     presentation      September 30,            IFRS     September 30,  
        Canadian GAAP     currency     2011     IFRS     Adjustment     2011  
        (C$)     (Note 2)   Canadian GAAP     Adjustments     References     IFRS  
    ASSETS               (As restated)                    
    Current assets                                    
     Cash and cash equivalents $  7,225,182   $  (270,536 ) $  6,954,646   $  -         $  6,954,646  
     Prepaid expenses and other assets   708,247     (26,519 )   681,728     -           681,728  
        7,933,429     (297,055 )   7,636,374     -           7,636,374  
    Non-current                                    
     Property, plant and equipment   282,879     (10,592 )   272,287     12,762,815     d     13,035,102  
     Exploration and evaluation costs   34,235,323     (1,281,889 )   32,953,434     (12,696,384 )   b, d     20,257,050  
     Restricted cash   2,663,713     (99,739 )   2,563,974     -           2,563,974  
      $  45,115,344   $  (1,689,275 ) $  43,426,069   $  66,431         $  43,492,500  
    LIABILITIES & SHAREHOLDERS' EQUITY                                    
    Current liabilities                                    
     Accounts payable and accrued liabilities $  865,428   $  (32,404 ) $  833,024     -         $  833,024  
     Current portion of decommissioning liability   13,974     (523 )   13,451     -         13,451  
     Current portion of long-term debt   1,118     (42 )   1,076     -           1,076  
        880,520     (32,969 )   847,551     -           847,551  
    Non-current                                    
     Long-term decommissioning liability   400,880     (15,010 )   385,870     66,431     b     452,301  
        1,281,400     (47,979 )   1,233,421     66,431           1,299,852  
    Shareholders' equity                                    
     Capital stock   66,089,168     (6,600,731 )   59,488,437     -           59,488,437  
     Contributed surplus   20,167,601     (1,627,955 )   18,539,646     (8,952 )   a     18,530,694  
     Accumulated deficit   (42,422,825 )   3,302,903     (39,119,922 )   4,544,877     a, c     (34,575,045 )
     Accumulated other comprehensive income   -     3,284,487     3,284,487     (4,535,925 )   c     (1,251,438 )
        43,833,944     (1,641,296 )   42,192,648     -           42,192,648  
      $  45,115,344   $  (1,689,275 ) $  43,426,069   $  66,431         $  43,492,500  

    33



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of comprehensive loss for the year ended September 30, 2011     Effect of transition to IFRS  
              Adjustments to                          
        September 30,     US dollar                          
        2011 Canadian     presentation      September 30,           IFRS     September 30,  
        GAAP     currency     2011           Adjustment     2011  
        (C$)     (Note 2)   Canadian GAAP      IFRS Adjustments       References     IFRS  
    EXPENSES               (As restated)                    
                                         
    Administrative       $  -   $  -   $  540,391     e   $  540,391  
    Consulting         -     -     204,769     e     204,769  
    Depreciation   107,581     1,450     109,031     -           109,031  
    Foreign exchange gain   (378,680 )   (5,105 )   (383,785 )   -           (383,785 )
    General and administrative   3,081,885     41,542     3,123,427     (3,123,427 )   e     -  
    Insurance         -     -     184,512     e     184,512  
    Interest expense         -     -     396     e     396  
    Professional fees         -     -     424,140     e     424,140  
    Salaries and other benefits         -     -     1,371,996     e     1,371,996  
    Shareholder relations         -     -     397,223     e     397,223  
    Stock-based compensation   729,768     9,837     739,605     (3,947 )   a     735,658  
      $  (3,540,554 ) $  (47,724 $   (3,588,278 ) $  3,947         $  (3,584,331 )
                                         
    Finance income   11,339     153     11,492     -           11,492  
    Other income   5,493     74     5,567     -           5,567  
                                         
    NET LOSS FOR THE YEAR $  (3,523,722 ) $  (47,497 ) $   (3,571,219 ) $  3,947         $  (3,567,272 )
    Foreign currency translation reserve   -     (1,251,438 )   (1,251,438 )               (1,251,438 )
    NET COMPREHENSIVE LOSS FOR THE YEAR $  (3,523,722 ) $  (1,298,935 ) $   (4,822,657 ) $  3,947         $  (4,818,710 )

    a.

    The effect of the change to include forfeitures in the determination of the fair value of stock options issued. Under Canadian GAAP, these adjustments are recognized as they occur.

       
    b.

    The effect of the change whereby decommissioning liabilities will be discounted using the current risk-free rate. This change had no impact to the statement of comprehensive loss, only the statement of financial position was effected.

       
    c.

    The effect of the change to reset all foreign translation gains and losses to zero in accumulated deficit at October 1, 2010.

       
    d.

    The effect of the change to reclassify the Piñon Ridge mill asset from exploration and evaluation costs to property, plant and equipment.

       
    e.

    The effect of the change to present expenses recognized in profit or loss using a classification based on their nature.

    34



    Exhibit 99.19

    April 24, 2012

    TO:   British Columbia Securities Commission
             Alberta Securities Commission
             Saskatchewan Securities Commission
             Manitoba Securities Commission
             Ontario Securities Commission

    RE: Amended interim financial statements for quarter ended December 31, 2011

    Dear Sirs / Mesdames:

    Energy Fuels Inc. is re-filing its unaudited interim financial statements for the three months ended December 31, 2011 (the “Q1-2012 Financial Statements”), to correct a typographical error. In the version of the Q1-2012 Financial Statements which were filed on SEDAR on March 13, 2012, on the Consolidated Statements of Financial Position a line item for “Secured Note” under “Non-current Liabilities” was inadvertently omitted, although the total of all current and non-current liabilities was correctly stated. Energy Fuels Inc. is re-filing the Q1-2012 Financial Statements to correct this omission.

    Should you have any questions concerning this matter, please do not hesitate to contact the undersigned.

    Yours truly,


    Jeffrey L. Vigil
    Chief Financial Officer

    Energy Fuels Inc, 2 Toronto Street, Suite 500, Toronto, Ontario M5C 2B6




    Condensed Consolidated Interim Financial Statements
    (Unaudited)

    Expressed in U.S. Dollars
    Three Months Ended December 31, 2011



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in U.S. Dollars)

        December 31, 2011     September 30, 2011     October 1, 2010  
    ASSETS         (Note 14 )   (Note 14 )  
    Current assets                  
           Cash and cash equivalents $  4,719,081   $  6,954,646   $  3,659,981  
           Loan to Titan Uranium (Note 13)   501,131     -     -  
           Prepaid expenses and other assets   865,779     681,728     334,683  
        6,085,991     7,636,374     3,994,664  
    Non-current                  
           Property, plant and equipment (Note 3)   13,191,292     13,035,102     11,777,899  
           Exploration and evaluation costs (Note 4)   21,994,878     20,257,050     17,073,132  
           Deferred Titan Uranium transaction costs (Note 13)   545,437     -     -  
           Restricted cash (Note 6)   2,564,088     2,563,974     1,031,525  
      $  44,381,686   $  43,492,500   $  33,877,220  
                       
    LIABILITIES & SHAREHOLDERS' EQUITY                  
                       
    Current liabilities                  
           Accounts payable and accrued liabilities $  1,356,014   $  833,024   $  809,628  
           Current portion of decommissioning liability (Note 6)   13,451     13,451     12,490  
           Current portion of long-term debt   -     1,076     14,721  
           Current portion of secured note (Note 7)   250,180     -     -  
        1,619,645     847,551     836,839  
    Non-current                  
           Long-term decommissioning liability (Note 6)   416,207     452,301     416,242  
           Long-term debt   -     -     1,085  
           Secured note (Note 7)   560,133     -     -  
        2,595,985     1,299,852     1,254,166  
    Shareholders' equity                  
           Capital stock (Note 8)   59,488,437     59,488,437     50,431,482  
           Contributed surplus (Note 8)   18,541,727     18,530,694     13,199,345  
           Accumulated deficit   (35,165,382 )   (34,575,045 )   (31,007,773 )
           Accumulated other comprehensive loss   (1,079,081 )   (1,251,438 )   -  
        41,785,701     42,192,648     32,623,054  
      $  44,381,686   $  43,492,500   $  33,877,220  
                       
    Basis of presentation and going concern (Note 1)                  
    Commitments (Note 5, 7 and 10)                  
    Subsequent Event (Note 13)                  

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Bruce D. Hanson , Director

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

    2



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Comprehensive Income
    (Unaudited)
    (Expressed in U.S. Dollars)

        Three Months Ended  
        December 31,  
        2011     2010  
              (Note 14)

    EXPENSES

               

    Administrative

    $  81,162   $  105,498  

    Consulting

      66,749     56,029  

    Depreciation

      18,182     18,375  

    Foreign exchange loss

      151,170     134,515  

    Insurance

      85,576     44,097  

    Interest expense

      15,687     46  

    Professional fees

      129,273     69,226  

    Salaries and other benefits

      260,202     174,099  

    Shareholder relations

      100,726     54,591  

    Stock-based compensation

      11,033     65,891  

     

      (919,760 )   (722,367 )

    OTHER

               

    Finance income

      4,339     842  

    Other income

      325,084     16,997  

    NET LOSS FOR THE PERIOD

      (590,337 )   (704,528 )

     

               

    Foreign currency translation reserve

      172,357     879,728  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (417,980 ) $  175,200  

     

               

    LOSS PER COMMON SHARE (Note 8) - BASIC AND DILUTED

      ($0.00 )   ($0.01 )

    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 8)

      123,999,665     97,613,361  

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

    3



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in U.S. Dollars)

        Common Shares                          
                                Accumulated        
                                Other        
                                Comprehensive     Total  
                    Contributed     Accumulated     Income     Shareholders'  
        Capital Stock     Amount     Surplus     Deficit     (Loss)     Equity  
                                         

    Balance as at October 1, 2010 (Note 14)

      97,188,999   $  50,431,482   $  13,199,345   $  (31,007,773 ) $  -   $  32,623,054  

       Shares issued in consideration for advance royalty payments

      66,708     39,788                 39,788  

       Stock options exercised

      1,025,700     629,598     (173,803 )               455,795  

       Stock-based compensation

                  65,891                 65,891  

       Foreign currency translation reserve

                              879,728     879,728  

       Net loss for the period

                        (704,528 )         (704,528 )

    Balance as at December 31, 2010 (Note 14)

      98,281,407     51,100,868     13,091,433     (31,712,301 )   879,728     33,359,728  

       Public offering

      23,000,000     11,833,500                       11,833,500  

       Warrants issued in connection with public offering

            (4,295,266 )   4,295,266                 -  

       Stock options exercised

      457,000     259,526     (86,384 )               173,142  

       Stock-based compensation

                  803,940                 803,940  

       Shares issued in consideration for advance royalty payments

      150,296     204,642                 204,642  

       Shares issued in consideration for property acquisitions

      2,110,962     2,222,938                 2,222,938  

       Share issuance costs

            (1,837,771 )   426,439                 (1,411,332 )

       Foreign currency translation reserve

                              (2,131,166 )   (2,131,166 )

       Net loss for the period

                        (2,862,744 )         (2,862,744 )

    Balance as at September 30, 2011 (Note 14)

      123,999,665     59,488,437     18,530,694     (34,575,045 )   (1,251,438 )   42,192,648  

       Stock-based compensation

                  11,033                 11,033  

       Foreign currency translation reserve

                              172,357     172,357  

       Net loss for the period

                        (590,337 )         (590,337 )

    Balance as at December 31, 2011

      123,999,665   $  59,488,437   $  18,541,727   $  (35,165,382 ) $  (1,079,081 ) $  41,785,701  

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

    4



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in U.S. Dollars)

        Three Months Ended  
        December 31,  
        2011     2010  
                 
    OPERATING ACTIVITIES            
    Net loss for the period $  (590,337 ) $  (704,528 )
    Items not involving cash:            
       Depreciation   18,182     18,375  
       Stock-based compensation   11,033     65,891  
       Interest expense   15,687     -  
       Finance income   (4,339 )   (842 )
       Unrealized foreign currency translation   149,688     6,678  
       Gain on sale of property   (325,084 )   -  
    Net changes in non-cash working capital:            
       Prepaid expenses and other assets   (184,051 )   (2,999 )
       Accounts payable and accrued liabilities   (51,943 )   (39,933 )
    Interest received   4,339     842  
        (956,825 )   (656,516 )
                 
    INVESTING ACTIVITIES            
    Property, plant and equipment expenditures   (212,282 )   (463,126 )
    Loan to Titan Uranium   (501,131 )   -  
    Cash outlays for Titan transaction costs   (106,831 )   -  
    Mineral property acquisitions and expenditures   (680,059 )   (476,113 )
    Proceeds received from sale of property   325,084     -  
    Cash deposited with regulatory agencies for decommissioning liabilities   (114 )   8,197  
        (1,175,333 )   (931,042 )
                 
    FINANCING ACTIVITIES            
    Cash proceeds from exercise of stock options and warrants   -     455,795  
    Repayment of debt   (126,076 )   (4,683 )
        (126,076 )   451,112  
                 
    DECREASE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD   (2,258,234 )   (1,136,446 )
                 
    Effect of exchange rate fluctuations on cash held   22,669     21,430  
    CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   6,954,646     3,659,981  
    CASH AND CASH EQUIVALENTS - END OF PERIOD $  4,719,081   $  2,544,965  
                 
                 
                 
    Non-cash investing and financing transactions:            
       Issuance of shares for acquisition of mineral properties $  -   $  39,788  
       Issuance of secured note for acquisition of mineral properties (Note 7) $  919,626   $  -  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    NATURE OF OPERATIONS

    Energy Fuels Inc. (the “Company” or “EFI”) was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. EFI’s principal place of business is located at 2 Toronto Street, Toronto, Ontario, in Canada.

    EFI is an uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico through its wholly-owned Canadian subsidiary, Magnum Uranium Corp. (“Magnum Uranium”) and it’s wholly owned U.S. subsidiaries Energy Fuels Resources Corporation (“EFRC”), Magnum Minerals USA Corp. (“Magnum USA”) and by way of several joint ventures (Note 4) with projects located in Colorado, Utah and Arizona.

    The Company is in the process of exploring its mineral properties and has not yet established whether certain of its mineral exploration properties contain economically recoverable reserves. The recovery of amounts capitalized for exploration and evaluation costs on the statements of financial position are dependent upon the existence of economically recoverable mineral deposits, the ability of the Company to complete exploration and/or development of such properties, including related financing requirements and upon future profitable production or, alternatively, upon proceeds from the disposition of the properties.

    1. BASIS OF PRESENTATION AND GOING CONCERN

    These condensed consolidated financial statements have been prepared using accounting polices applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Accordingly, the accompanying financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    The consolidated financial statements have been prepared in United States dollars (“USD”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).

    As typical of an exploration and evaluation stage company, the Company’s ability to continue as a going concern is dependent upon obtaining outside financing to fund its working capital and current and future capital project requirements. On March 31, 2011, the Company completed an equity financing issuing 23,000,000 shares of common stock at a price of C$0.50 per share, for gross proceeds of $11.8 million (Note 8). The additional cash resources have allowed the Company to continue its mineral property consolidation activities and to continue evaluating capital raise alternatives for long term financing of the construction of the Piñon Ridge Mill for which the Company has received the Radioactive Material License (“License”) from the Colorado Department of Public Health & Environment (“CDPHE”).

    As noted above, the approval of the License has allowed the Company to begin the process of seeking project financing for the construction of the mill facility and for funding the decommissioning warranty that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. Under the current terms of the License the Company will be required to provide prepayments of the decommissioning warranty of approximately $9.7 million (Note 4). Due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013.

    With the net proceeds of the equity financing discussed above, and with its continued focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2012, assuming successful deferral of the decommissioning warranty. Also see Note 13 for discussion of the impact on the Company’s business plan as a result of the merger transaction with Titan Uranium Inc. that closed February 29, 2012.

    6



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    1. BASIS OF PRESENTATION AND GOING CONCERN (continued)

    The Company’s ability to obtain additional project financing and deferral of the decommissioning liability creates a significant doubt as to the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these unaudited consolidated financial statements then adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications would be necessary and these adjustments could be material.

    2. SIGNIFICANT ACCOUNTING POLICIES

    Statement of Compliance and Conversion to International Financial Reporting Standards (“IFRS”)

    These are the Company’s first IFRS condensed consolidated interim financial statements prepared in accordance with IAS 34, Interim Financial Statements (“IAS 34”) using accounting policies consistent with IFRS. The accounting policies have been selected to be consistent with IFRS as is expected to be effective on September 30, 2012, the Company’s first annual IFRS reporting date. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

    The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. They have also been applied in the preparation of an opening IFRS statement of financial position as at October 1, 2010, as required by IFRS 1 , First Time Adoption of International Financial Reporting Standards (“IFRS 1”). The impact of the transition from Canadian GAAP to IFRS is explained in Note 14.

    The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual period that are relevant to these unaudited condensed consolidated interim financial statements will be finalized only when the first annual IFRS financial statements are prepared for the year ending September 30, 2012.

    These condensed consolidated interim financial statements for the period ended December 31, 2011 were authorized for issuance by the Board of Directors of the Company on March 7, 2012.

    Change in functional and presentation currency

    Effective October 1, 2011, the Company changed its presentation currency from the CAD to the USD. The Company believes the USD reporting provides better information regarding the Company’s results of operations and related business activities. USD reporting is expected to improve shareholders’ ability to compare the Company’s financial results with other publicly traded companies in the mining industry whose primary assets and operations are located in the United States.

    Prior to October 1, 2011, the Company reported its annual and quarterly statement of financial position, statement of comprehensive loss, statement of shareholders’ equity and consolidated statement of cash flows in CAD. In making this change, the Company followed the guidance of the International Accounting Standards Board (“IASB”) as set out in IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”).

    As indicated in IAS 21 the following procedures were followed in the change of presentation currency:

      1.

    Assets and liabilities for each statement of financial position presented (including comparatives) were translated using the closing rate at the date of the statement of financial position;

      2.

    Income and expenses for each statement of comprehensive income presented were translated using the average exchange rates prevailing during each reporting period;

      3.

    Shareholder equity transactions have been translated using the rates of exchange in effect as of the dates of the various capital transactions. All comparative financial information has been restated to reflect the Company’s results as if they had been historically reported in USD and the effect on the condensed consolidated financial statements resulted in an accumulated other comprehensive income adjustment of $4,535,925, which is reconciled in Note 14.

    7



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Change in functional currency

    As of October 1, 2011, it has been determined that there has been a change in functional currency from the CAD to the USD in the following subsidiaries and any associated joint ventures:

    • Energy Fuels Resources Corporation
    • Magnum Minerals USA Corp.

    The change in functional currency of the above entities from CAD to USD was triggered by the approval of the License by the CDPHE for the development of the Piñon Ridge mill, with the resultant cash flows expected to be incurred for the development to be denominated in USD. In accordance with IAS 21, the change in functional currency is accounted for on a prospective basis from October 1, 2011. With the above change, the functional currency of the Company's U.S. subsidiaries is the USD and the functional currency of Energy Fuels Inc. is the CAD.

    F oreign currency translation

    The Company operates primarily in the U.S. and to a lesser extent in Canada. Monetary assets and liabilities of the Company which are denominated in foreign currencies are translated into the USD at the exchange rate prevailing at the date of the statement of financial position. Non-monetary assets and liabilities are translated at historical rates at each transaction date. Revenues and expenses are translated at exchange rates prevailing in the transaction period. All exchange gains and losses are included in the determination of income for the period.

    Principles of consolidation

    These unaudited condensed consolidated interim financial statements include the accounts of the Company together with its wholly-owned U.S. subsidiaries, EFRC and Magnum USA, and its wholly-owned Canadian subsidiary, Magnum Uranium. All inter-company transactions have been eliminated.

    Interests in the Company’s joint ventures were recognized in these consolidated statements using the proportionate consolidation method.

    Financial instruments

    The Company recognizes financial assets and financial liabilities when the Company becomes a party to a contract. Financial assets and financial liabilities, with the exception of financial assets classified as fair value through profit or loss, are measured at fair value plus transaction costs on initial recognition. Financial assets at fair value through profit and loss are measured at fair value on initial recognition and transaction costs are expensed when incurred.

    Measurement in subsequent periods depends on the classification of the financial instrument:

      a.

    Financial assets at fair value through profit and loss (“FVTPL”)

         
     

    Financial assets are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value option), or if they are derivative assets. Financial assets classified as FVTPL are measured at fair value, with changes recognized in the consolidated statements of operations.

         
     

    The Company’s financial assets classified as FVTPL include cash and cash equivalents. The Company does not currently hold any derivative instruments. Interest expense is recorded using the effective interest method.

    8



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

      b.

    Other financial liabilities

         
     

    Other financial liabilities are financial liabilities that are not classified as FVTPL. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest rate method. Accounts payable and accrued liabilities are classified as other financial liabilities.

    The effective interest method is method of calculating the amortized cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or to the net carrying amount on initial recognition.

    Cash and cash equivalents

    Cash and cash equivalents include cash, deposits, investments and short-term money market funds, which may be settled on demand or have a maturity no longer than a 90 day period from the date of purchase.

    Property, plant and equipment

    Property, plant and equipment is measured at cost less accumulated amortization and accumulated impairment. Amortization begins when the asset is placed into service and is calculated on the straight-line basis over the estimated useful lives of the assets, as follows:

    Office equipment 5 yrs
    Furniture and fixtures 5 yrs
    Shop tools and equipment 3-5 yrs
    Mining equipment 5 yrs
    Vehicles and equipment under capital lease 5 yrs

    Included in property, plant and equipment is the cost of the land associated with the Piñon Ridge mill site, and all intangible costs incurred to obtain the mill permit. These intangible costs are an integral component of the future development of the Piñon Ridge mill site, enabling this asset to operate in the manner intended by management.

    The amortization method, residual values, and useful lives of plant and equipment are reviewed annually and any change in estimate is applied prospectively.

    Exploration and evaluation costs

    The Company capitalizes acquisition, exploration, and evaluation expenditures related to owned and controlled mineral properties at cost. Depreciation of assets used in connection with exploration and exploration activities is also capitalized. These deferred costs are either amortized against future production upon the commencement of commercial production, or written off to the extent that the properties are sold, allowed to lapse, abandoned or determined to be of no economic benefit. General exploration, overhead and administration costs are expensed in the period incurred.

    The Company has not reached a point where the technical feasibility and commercial viability of extracting its mineral resources are demonstrable. Once technical feasibility and commercial viability can be demonstrated, the carrying value will be assessed for impairment and reclassified into property and equipment and mineral properties depending on the nature of the capitalized costs.

    9



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Jointly controlled entities

    Joint ventures are those entities over whose activities the Company has joint control, established by contractual agreement. These condensed consolidated financial statements include the Company’s proportionate share of the entities’ assets, liabilities, revenue and expenses with items of a similar nature on a line-by-line basis, from the date that joint control commences until the date that joint control ceases.

    Share capital

    Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

    Finance income and finance costs

    Finance income comprises interest income on funds invested, and changes in the fair value of financial assets at fair value through profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method.

    Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, and impairment losses recognized on financial assets.

    Foreign currency gains and losses are reported on a net basis.

    Decommissioning Liabilities

    The Company’s decommissioning liability relates to expected mine reclamation and closure activities, as well as costs associated with exploration drilling. Such costs, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The decommissioning liability is accreted to full value over time through periodic accretion charges recorded to operations as finance expense. The Company periodically adjusts the carrying amounts of the decommissioning liability and the related asset for changes in estimates of the amount or timing of underlying future cash flows, and discount rates.

    The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related reclamation and remediation liability.

    Impairment of long-lived assets

    At each financial reporting date the carrying values of the Company’s assets, including exploration and evaluation costs are reviewed to determine whether there is an indication that those assets are impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

    Income taxes

    Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

    10



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

    Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

    A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

    Stock-based compensation

    The Company uses a fair value-based method of accounting for stock options granted to employees, directors, and non-employees. The fair value of the award is determined using the Black-Scholes option pricing model on the date of the grant. For awards with graded vesting, the fair value of each tranche, adjusted for expected forfeitures, is recognized over its respective vesting period as an increase in stock-based compensation expense and the contributed surplus account. At the end of each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

    When such stock options are exercised, the proceeds received by the Company, together with the respective amount from contributed surplus, are credited to share capital.

    Loss per share

    The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares.

    Significant accounting judgments and estimates

    The preparation of the unaudited condensed consolidated interim financial statements using accounting policies consistent with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. The preparation of the unaudited condensed consolidated interim financial statements also requires management to exercise judgment in the process of applying the accounting policies.

    11



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Critical accounting estimates

    Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively from the period in which the estimates are revised. The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year.

      a)

    Impairment of long -lived assets

    When there are indications that an asset may be impaired, the Company is required to estimate the asset’s recoverable amount. Recoverable amount is the greater of value in use and fair value less costs to sell. Determining the value in use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. No impairments of long-lived assets have been recorded for the three months ended December 31, 2011 (2010 – Nil).

      b)

    Useful life of property, plant and equipment

    Equipment is amortized over the estimated useful life of the assets after the asset is deemed ready for use. Changes in the estimated useful lives could significantly increase or decrease the amount of depreciation recorded during the year and the carrying value of the equipment. Total carrying value of plant, property and equipment at December 31, 2011 was $13,191,292 (September 30, 2011 - $13,035,102; October 1, 2010 – $11,777,899).

      c)

    Stock-based compensation

    Management is required to make certain estimates when determining the fair value of stock option awards and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the statement of operations. For the three months ended December 31, 2011, the Company recognized approximately $11,033 of stock-based compensation expense (three months ended December 31, 2010 - $65,891).

    Critical judgments used in applying accounting policies

    In the preparation of these unaudited consolidated financial statements management has made judgments, aside from those that involve estimates, in the process of applying accounting policies. These judgments can have an effect on the amounts recognized in the financial statements.

      a)

    Exploration and evaluation costs

    Management is required to apply judgment in determining whether technical feasibility and commercial viability can be demonstrated for the mineral properties. Once technical feasibility and commercial viability of a property can be demonstrated, exploration and evaluation costs will be reclassified from exploration and evaluation costs and subject to different accounting treatment. As at December 31, 2011 and December 31, 2010 management had determined that no reclassification of exploration and evaluation costs was required.

      b)

    Income taxes

    The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of relevant tax laws. The actual amount of income taxes only becomes final upon the filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements.

    12



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Future Accounting Changes

    IFRS 7 Financial instruments - Disclosures

    In October 2010, the IASB amended IFRS 7 Financial instruments – Disclosures (‘‘IFRS 7’’) to provide guidance on identifying transfers of financial assets and continuing involvement in transferred assets for disclosure purposes. The amendments introduce new disclosure requirements for transfers of financial assets including disclosures for financial assets that are not derecognized in their entirety, and for financial assets that are derecognized in their entirety but for which continuing involvement is retained. The amendments to IFRS 7 are effective for annual periods beginning on or after July 1, 2011. The Company has not yet assessed the impact of the standard.

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 11 Joint Arrangements

    In May 2011, the IASB issued IFRS 11 Joint Arrangements , which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”.

    The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    13



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    The relevant points of IFRS 13 are as follows:

    - Fair value is measured using the price in a principal market for the asset or liability, or in the absence of a principal market, the most advantageous market; 
    - Financial assets and liabilities with offsetting positions in market risks or counterparty credit risks can be measured on the basis of an entity’s net risk exposure; 
    - Disclosures regarding the fair value hierarchy have been moved from IFRS 7 to IFRS 13, and further guidance has been added to the determination of classes of assets and liabilities; 
    - A quantitative sensitivity analysis must be provided for financial instruments measured at fair value; 
    - A narrative must be provided discussing the sensitivity of fair value measurements categorized under Level 3 of the fair value hierarchy to significant unobservable inputs; and 
    - Information must be provided on an entity’s valuation processes for fair value measurements categorized under Level 3 of the fair value hierarchy.

    IAS 1 Presentation of Financial Statements

    In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IAS 19 Employee Benefits

    IAS 19 Employee Benefits (“IAS 19”) was amended by the IASB in June 2011, which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IAS 19, the option to defer the recognition of gains and losses arising in a defined benefit plan is eliminated, to require gains and losses relating to those plans be presented in other comprehensive income, and improve the disclosure requirements concerning the characteristics of defined benefit plans and the risks arising from those plans. In addition, the amended standard also incorporates changes to the accounting for termination benefits. The Company has determined the amendment would have no impact.

    14



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    3. PROPERTY, PLANT AND EQUIPMENT

        Piñon      Office     Furniture     Shop     Vehicles       Mining     Equipment     Total  
          Ridge     Equipment     and     Tools  and           Equipment     Under        
        Mill                Fixtures        Equipment                 Capital        
                                            Lease        

    Cost

                                                   

    Balance at October 1, 2010

    $  11,297,477   $  133,242   $  17,836   $  279,839   $  23,538   $  870,198   $  139,337   $  12,761,467  

    Additions

      1,657,777     19,110     2,331     -     52,925     -     -     1,732,143  

    Effect of movements in exchange rates

      (192,439 )   (2,232 )   (299 )   (4,687 )   (394 )   (14,573 )   (2,334 )   (216,958 )

     

                                                   

    Balance at September 30, 2011

      12,762,815     150,120     19,868     275,152     76,069     855,625     137,003     14,276,652  

    Additions

      189,929     2,779     -     -     -     19,574     -     212,282  

    Balance at December 31, 2011

    $  12,952,744   $  152,899   $  19,868   $  275,152   $  76,069   $  875,199   $  137,003   $  14,488,934  

     

                                                   

    Depreciation

                                                   

    Balance at October 1, 2010

    $  -   $  113,681   $  12,168   $  163,808   $  18,289   $  560,165   $  115,457   $  983,568  

    Depreciation for the year

      -     18,622     3,768     55,031     9,005     165,597     22,433     274,456  

    Effect of movements in exchange rates

      -     (1,904 )   (204 )   (2,744 )   (306 )   (9,382 )   (1,934 )   (16,474 )

     

                                                   

    Balance at September 30, 2011

      -     130,399     15,732     216,095     26,988     716,380     135,956     1,241,550  

    Depreciation for the period

      -     4,825     974     13,308     3,345     32,593     1,047     56,092  

     

                                                   

    Balance at December 31, 2011

    $  -   $  135,224   $  16,706   $  229,403   $  30,333   $  748,973   $  137,003   $  1,297,642  

     

                                                   

    Carrying amounts

                                                   

    At October 1, 2010

    $  11,297,477   $  19,561   $  5,668   $  116,031   $  5,249   $  310,033   $  23,880   $  11,777,899  

    At September 30, 2011

    $  12,762,815   $  19,721   $  4,136   $  59,057   $  49,081   $  139,245   $  1,047   $  13,035,102  

     

                                                   

    At October 1, 2011

    $  12,762,815   $  19,721   $  4,136   $  59,057   $  49,081   $  139,245   $  1,047   $  13,035,102  

    At December 31, 2011

    $  12,952,744   $  17,675   $  3,162   $  45,749   $  45,736   $  126,226   $  -   $  13,191,292  

    Amortization in the amount of $37,910 (December 31, 2010 – $33,330) for property, plant and equipment used at the mill site and mine properties was capitalized to mineral properties. Substantially all of the Company’s plant and equipment are located in the U.S.

    15



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    4. EXPLORATION AND EVALUATION COSTS

        December 31,     September 30,  
        2011     2011  
      $      
                 
    Acquisition costs            
    Balance, beginning of period   10,166,708     7,405,419  
    Effect of movements in exchange rates   -     (124,030 )
    Acquisition expenditures   1,661,237     2,885,319  
        11,827,945     10,166,708  
    Deferred exploration and evaluation costs            
    Balance, beginning of period   10,090,342     9,667,713  
    Effect of movements in exchange rates   -     (161,920 )
    Exploration and evaluation costs capitalized   76,591     584,549  
        10,166,933     10,090,342  
    Balance, end of period   21,994,878     20,257,050  

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

    The following is a summary of exploration and evaluation costs by area of interest as at December 31, 2011:

        December 31,       September 30,     October 1,  
         2011     2011     2010  
      $        
       Whirlwind Mine Area   11,229,955     11,084,965     10,438,179  
       La Sal-Energy Queen District   2,708,042     2,617,001     2,402,205  
       San Rafael Area   3,189,988     3,189,988     2,014,363  
       Gateway District   881,035     881,035     772,708  
       Uravan District   728,340     708,340     569,647  
       Other Areas-WY, NM   43,586     43,586     3,836  
       Moab Area   296,151     296,151     282,604  
       Slick Rock District   433,235     433,257     377,960  
       Skidmore   1,419,626     -     -  
           Subtotal   20,929,958     19,254,323     16,861,502  
        Joint Ventures                  
       Colorado Plateau JV (1)   1,036,384     974,512     187,455  
       West Lisbon JV   28,536     28,215     24,175  
       Arizona Strip Partners JV (2)   -     -     -  
    Balance   21,994,878     20,257,050     17,073,132  

    16



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    4. EXPLORATION AND EVALUATION COSTS (continued)

    (1) Colorado Plateau Partners LLC

    On November 1, 2008 EFRC, along with Lynx-Royal JV LLC (“Lynx-Royal”), finalized the formation of Colorado Plateau Partners LLC, a joint venture, to acquire, explore, evaluate and, if justified, mine uranium properties located in the states of Colorado and Utah. EFRC’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed certain mineral leases located in the states of Colorado and Utah, which are currently controlled by EFRC. Lynx-Royal’s contribution was claims located in Colorado and Utah.

    (2) Arizona Strip Partners LLC

    On June 30, 2008 the Company and Lynx-Royal completed the formation of the Arizona Strip Partners LLC, a joint venture company to explore uranium properties in the Arizona Strip region of Northern Arizona. The Company’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed the Arizona acreage that was controlled by it and the unpatented claims initially held jointly with High Plains Uranium, Inc. under the Arizona Strip Resources Joint Ventures, LLC.

    5. PIÑON RIDGE MILL AND MINERAL PROPERTY COMMITMENTS

    The following is a summary of future commitments by fiscal year for the Company’s properties:

        2012     2013     2014     2015     2016     Thereafter     Total  
    United States   $       $       $       $       $       $       $    

    Piñon Ridge Mill

      4,376     4,595     -     -     -     -     8,971  

    Mill License Bonding (a)

      2,898,260     6,798,730     -     -     -     -     9,696,990  

    Whirlwind Mine Area

      30,500     30,500     30,500     30,500     30,500     30,500     183,000  

    La Sal-Energy Queen Area

      106,000     96,000     66,000     66,000     66,000     566,000     966,000  

    Gateway District

      132,200     102,200     102,200     102,200     102,200     944,400     1,485,400  

    Uravan District

      84,800     99,800     99,800     99,800     99,800     184,600     668,600  

    Slick Rock District

      50,550     52,550     108,550     108,550     108,550     1,017,100     1,445,850  

    Skidmore

      135,000     162,500     200,000     250,000     250,000     -     997,500  

    Colorado Plateau JV

      5,570     68,640     68,640     68,640     6,140     72,280     289,910  
              Total Commitments   3,447,256     7,415,515     675,690     725,690     663,190     2,814,880     15,742,221  

    (a) Mill License Bonding

    The terms of the License issued to the Company by CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. To date, the Company has transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

    Three prepayments of the decommissioning warranty remain to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until next construction season. The revised timetable for submitting the remaining payments are September 7, 2012 ($2,898,260), March 7, 2013 ($6,401,920) and September 7, 2013 ($396,810).

    Under the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s statement of financial position and should be considered not available for general working capital purposes.

    17



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    6. DECOMMISSIONING LIABILITIES

    The following table summarizes the Company’s Decommissioning Liabilities:

        December 31,     September 30,  
        2011     2011  
      $      
    Reclamation obligations, beginning of year   465,752     428,732  
       Expenditures during current period   -     -  
       Revision of estimate   (36,094 )   37,020  
    Reclamation obligations, end of period   429,658     465,752  
    Site restoration liability by location:            
       Exploration drill holes   13,451     13,451  
       Whirlwind Mine   204,529     222,266  
       Energy Queen Mine   211,678     230,035  
        429,658     465,752  
    Site restoration liability:            
       Current   13,451     13,451  
       Non-current   416,207     452,301  
        429,658     465,752  

    During the period ended December 31, 2011, there were no additions to the decommissioning liability. In calculating the current period decommissioning liability the Company used a weighted average cost of capital of 1.89% (10 Year US Treasury Rate).

    The undiscounted decommissioning liability as at December 31, 2011 is $513,016 (September 30, 2010 - $513,016; October 1, 2010 - $496,752).

    Decommissioning funds, which are held by regulatory agencies to settle these future obligations, are comprised of the following:

        December 31,     September 30,     October 1,  
        2011     2011     2010  
      $        
    Controlling entity:                  
    Colorado Division of Reclamation, Mining and Safety   557,938     557,938     562,472  
    Colorado Department of Public Health & Environment   1,531,350     1,531,350     458,972  
    State of Utah Division of Oil, Gas and Mining   464,800     464,686     10,081  
    Wyoming Department of Environmental Quality-Land Division   10,000     10,000     -  
        2,564,088     2,563,974     1,031,525  

    18



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    7. SECURED NOTE

    Loans and borrowings

    This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost.

        December 31,     September 30,     October 1,    
        2011     2011     2010  
      $        
    Current liabilities                  
    Current portion of secured note   250,180     -     -  
        250,180     -     -  
                       
    Non-current liabilities                  
    Secured Note   560,133     -     -  
        560,133     -     -  

    Terms and debt repayment schedule

    Terms and conditions of outstanding loans were as follows:

                          December 31, 2011     September 30, 2011     October 1, 2010  
                        $        
              Effective                                            
              interest     Year of           Carrying           Carrying           Carrying  
        Currency     rate     maturity     Face value     amount     Face value     amount     Face value     amount  
                                                           
                                                           
    Secured Note   USD     7%     2016     1,125,720     810,313     -     -     -     -  
    Total                     1,125,720     810,313     -     -     -     -  

    On October 12, 2011 the Company issued a secured note to Nuclear Energy Corporation LLC (“NUECO”) in the amount of $1,125,720 for the assignment of the Skidmore Mineral Lease (“Skidmore”). To date the Company has transferred cash in the amount of $125,000 to NUECO in accordance with the terms of the agreement. The remaining balance of the note is repayable on the following schedule: October 13, 2012 ($250,180), October 13, 2013 ($250,180), October 13, 2014 ($250,180), and October 13, 2015 ($250,180). This note is secured by the Skidmore lease.

    8. CAPITAL STOCK, CONTRIBUTED SURPLUS, AND LOSS PER SHARE

    Authorized share capital

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    19



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    8. CAPITAL STOCK, CONTRIBUTED SURPLUS, AND LOSS PER SHARE (continued)

    Issued share capital

    The issued and outstanding share capital consists of common shares as follows:

        December 31, 2011     September 30, 2011  
        Shares     Amount $     Shares     Amount $  
    Balance, beginning of period   123,999,665     59,488,437     97,188,999     50,431,482  
       Public offering   -     -     23,000,000     7,538,234  
       Private placement   -     -     -     -  
       Options exercised   -     -     1,482,700     889,124  
       Shares issued in consideration for advance royalty payments   -     -     217,004     244,430  
                             
       Shares issued in consideration for property acquisitions   -     -     2,110,962     2,222,938  
       Share issuance costs   -     -     -     (1,837,771 )
    Balance, end of period   123,999,665     59,488,437     123,999,665     59,488,437  

    Warrants

    On March 31, 2011, as part of the Public Offering, 11,500,000 share purchase warrants were issued with an exercise price of C$0.65 per share and a fair value of C$3,143,214. In addition, and as part of the Public Offering, the Company issued 1,610,000 agent compensation warrants with an exercise price of C$0.50 per share and a fair value of C$298,421.

              Exercise Price     Warrants  
    Month Issued   Expiry Date     C$     Issued  
    March 2011   March 31, 2015   $ 0.65     11,500,000  
    March 2011   Sept 30, 2012   $ 0.50     1,610,000  

              Weighted  
              Average  
        Number of     Exercise Price  
        Warrants     C$  
    Balance, October 1, 2011   13,110,000   $  0.63  
    Transactions during the period:            
       Warrants   -     -  
    Balance, December 31, 2011   13,110,000   $  0.63  

    20



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    8. CAPITAL STOCK, CONTRIBUTED SURPLUS, AND LOSS PER SHARE (continued) Contributed Surplus

        As at     As at  
        December 31, 2011     September 30, 2011  
      $      
    Balance, beginning of period   18,530,694     13,199,345  
       Stock-based compensation expense   11,033     869,830  
       Warrants issued on public offering   -     4,295,267  
       Warrants issued to agents for public offering   -     426,439  
       Stock options transferred to share capital upon exercise   -     (260,187 )
    Balance, end of period   18,541,727     18,530,694  

    Loss per Common Share

        Three Months Ended December 31,  
        2011     2010  
    Net loss   ($590,337 )   ($704,528 )
                 
    Weighted average number of common shares outstanding   123,999,665     97,613,361  
    Loss per share - basic and diluted   ($0.00 )   ($0.01 )

    For the period ended December 31, 2011, 6,620,300 (Dec 31, 2010 – 5,642,300) options have been excluded from the calculation of diluted loss per share because they are anti-dilutive.

    9. STOCK-BASED COMPENSATION

    Stock Options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the three months ended December 31, 2011, the Company granted no stock options (Dec 31, 2010 – 125,000) to its employees, directors and consultants recording stock-based compensation expense of $Nil (Dec 31, 2010-$58,115). The Company also recorded stock-based compensation expense of $11,033 (Dec 31, 2010 - $7,776) for those stock options granted in a prior period and which vested during the current period. Offsetting amounts were recognized as contributed surplus.

    The fair value of stock options previously granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model.

    21



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    9. STOCK-BASED COMPENSATION (continued)

    The fair value of stock options granted during the period ended December 31, 2011 is as follows:

        Three Months Ended     Year Ended  
        December 31, 2011     September 30, 2011  
      $      
                 
    Value of stock options granted   -     864,825  
    Deduct value of stock options not vested   -     -  
        -     864,825  

    The summary of the Company’s stock options at December 31, 2011 and September 30, 2011, and the changes for the fiscal periods ending on those dates is presented below:

        As at December 31, 2011     As at September 30, 2011  
                                         
              Weighted                 Weighted        
        Range of     Average           Range of     Average        
        Exercise Prices     Exercise Price     Number of     Exercise Prices     Exercise Price     Number of  
        C$     C$     Options     C$     C$     Options  
    Balance, beginning of period $ 0.16 - $2.25   $ 0.59     6,620,300   $ 0.16 - $2.25   $ 0.60     6,543,000  
    Transactions during the period:                                    
       Granted   -     -     -     0.51 - 0.71     0.52     1,880,000  
       Exercised   -     -     -     0.20 - 0.45     0.43     (1,482,700 )
       Forfeited   -     -     -     2.25     2.25     (125,000 )
       Expired   -     -     -     0.45     0.45     (195,000 )
    Balance, end of period $ 0.16 - $2.25   $ 0.59     6,620,300   $ 0.16 - $2.25   $ 0.59     6,620,300  

    22



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    9. STOCK-BASED COMPENSATION (continued)

    The following table reflects the actual stock options issued and outstanding as of December 31, 2011:

              Remaining     Number of     Number of     Number of  
        Exercise Price     Contractual     Options     Options     Options  
    Expiry Date   C$     Life (Years)     Outstanding     Vested     Unvested  
                                   
    Jan-2012   0.45     0.00     10,000     10,000     -  
    Feb-2012   0.45     0.09     58,500     58,500     -  
    Nov-2012   0.45     0.87     481,800     481,800     -  
    Jan-2013   2.25     1.02     710,000     710,000     -  
    May-2013   2.25     1.35     25,000     25,000     -  
    Feb-2014   0.35     2.10     700,000     700,000     -  
    Jul-2014   0.35     2.55     670,000     670,000     -  
    Oct-2014   0.35     2.81     150,000     150,000     -  
    Dec-2014   0.35     2.98     150,000     150,000     -  
    Jun-2015   0.16     3.47     12,500     12,500     -  
    Jul-2015   0.20     3.53     860,000     706,666     153,334  
    Jul-2015   0.17     3.56     12,500     12,500     -  
    Aug-2015   0.30     3.60     900,000     900,000     -  
    Oct-2015   0.62     3.80     75,000     75,000     -  
    Nov-2015   0.71     3.86     50,000     50,000     -  
    Apr-2016   0.51     4.29     1,755,000     1,755,000     -  
              2.96     6,620,300     6,466,966     153,334  

    10. COMMITMENTS

    The Company is committed to payments under various operating leases. The future minimum lease payments are as follows:

    As at December 31, 2011 $    
           2012   61,367  
           2013   27,352  
           Total   88,719  

    11. CAPITAL DISCLOSURES

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

    The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of cash and cash equivalents, common shares and stock options. Changes in the equity accounts of the Company are disclosed in Note 8. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares. The Company will require access to equity and credit markets to fund continued exploration and development of its mineral properties and the future growth of the business. The Company is not subject to externally imposed capital requirements.

    23



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    11. CAPITAL DISCLOSURES (continued)

    In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

    The Company is required by regulatory agencies to provide surety bonds of $2,564,088 (Note 6) to cover the estimated reclamation costs for exploration and development, the mine closure obligations at both the Whirlwind and the Energy Queen mines, and for the Piñon Ridge Mill decommissioning warranty obligation.

    12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

    (a) Fair value hierarchy:

    Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

    Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.
    Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
    Level 3 – Reflects inputs that are not based on observable market data.

    The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as of December 31, 2011:

    FAIR VALUE HIERARCHY

        Level 1     Level 2     Level 3     Total  
    Cash and cash equivalents                        
       Cash $  1,135,965   $  -   $  -   $  1,135,965  
       Cash equivalents   3,583,116                 3,583,116  
      $  4,719,081   $  -   $  -   $  4,719,081  

    (b) Credit Risk:

    The Company restricts investment of cash balances to financial institutions with high credit standing. To date, these concentrations of credit risk have not had any effect on the Company’s financial position or results of operations.

    (c) Liquidity Risk:

    Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 8. The Company has $4,466,346 of working capital as at December 31, 2011 (Sept. 30, 2011 - $6,788,823). Accounts payable and accrued liabilities and current portion of notes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in Notes 5 and 10.

    (d) Foreign Currency Risk:

    The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

    24



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

    The following table summarizes, in USD equivalents, the Company’s major foreign currency exposures as of December 31, 2011:

    Cash $ 1,076,808  
    Accounts receivable   539,061  
    Accounts payable and accrued liabilities   647,753  
    Capital lease obligations   -  
       Total $ 2,263,622  

    The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at December 31, 2011 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

      Increase (decrease) in net
     Change for Sensitivity Analysis income
    +1% change in U.S. dollar $22,636
    -1% change in U.S. dollar ($22,636)

    (e) Interest rate risk:

    The Company is not exposed to any significant interest rate risks.

    13. SUBSEQUENT EVENTS

    Acquisition of Titan Uranium Inc.

    On December 5, 2011, the Company and Titan Uranium Inc. (“Titan”) entered into a Business Combination Agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (“Arrangement”), all of the outstanding common shares of Titan. Titan’s principal place of business is located at 235 15 th Street, West Vancouver, British Columbia and its uranium exploration and development projects are located in Canada and the United States.

    On February 23, 2012, Titan sold all of its mineral properties located in Canada to Mega Uranium Ltd. for 10,000,000 common shares of Mega Uranium Ltd. valued at C$3,450,000 at the date of close of the transaction. Titan’s mineral properties in the United States are located in Wyoming and Titan has initiated activities to permit a mine and ore processing facility with the Wyoming Department of Environmental Quality and the federal Nuclear Regulatory Commission.

    The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. The Arrangement has been approved by the Toronto Stock Exchange and was approved by the Supreme Court of British Columbia on February 21, 2012. The acquisition was completed on February 29, 2012.

    25



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    13. SUBSEQUENT EVENTS (continued)

    Pursuant to the Arrangement, Titan shareholders received 0.68 of an EFI common share for each common share of Titan. Under the terms of the Arrangement, all outstanding warrants of Titan became exercisable for common shares in EFI. The number of shares received upon exercise and the exercise price of Titan’s outstanding warrants were adjusted proportionately to reflect the share exchange ratio. An aggregate of 5,292,500 Titan options were outstanding immediately prior to the close date of the transaction, however, under the terms of the Arrangement, all Titan options expired on the business day preceding the transaction close date.

    The preliminary calculation of the cost of acquisition included the fair value of the issuance of the following instruments: 89,063,997 Energy Fuels common shares at $0.35 per share, plus 14,926,881 share purchase warrants, with an average exercise price of $0.65 per share and a fair value of $457,131, for a total purchase price of $31,629,530. The value of the EFI shares issued was calculated using the share price of EFI shares on the date of acquisition.

    The transaction will be accounted for as an asset purchase and the cost of each item of exploration and evaluation, plant and equipment acquired as part of the group of assets acquired will be determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition. As of December 31, 2011 the Company had incurred costs of $545,437 related to the transaction and those costs have been capitalized. In addition, the Company extended a $1.0 million bridge loan to Titan of which $501,131 was outstanding as of December 31, 2011. The bridge loan is secured by mineral properties at Titan’s Sheep Mountain Project and bears interest at a rate of 5% per annum payable at maturity.

    14. TRANSITION TO IFRS

    Overview

    The Company has adopted IFRS, effective for interim and annual financial statements relating to its fiscal year ended September 30, 2012. These are the Company’s first unaudited condensed consolidated interim financial statements that have been prepared in accordance with IAS 34, using accounting policies consistent with IFRS.

    The accounting policies described in Note 2 have been selected to be consistent with IFRS as is expected to be in effect on September 30, 2012, the Company’s first annual IFRS reporting date. These policies have been applied in the preparation of these unaudited condensed consolidated interim financial statements, including all comparative information.

    First-time adoption of IFRS

    The adoption of IFRS requires the application of IFRS 1, which provides guidance for an entity’s initial adoption of IFRS. IFRS 1 generally requires retrospective application of IFRS effective at the end of an entity’s first annual IFRS reporting period. However, IFRS 1 also provides for certain optional exemptions and mandatory exemptions to the retrospective treatment.

    The Company has elected to apply the following optional exemptions in its preparation of its opening IFRS consolidated statement of financial position as at October 1, 2010, the Company’s “Transition Date”.

    • To apply IFRS 2 Share -based Payment only to equity instruments which were issued after November 7, 2002 and had not vested by the Transition Date.

    • To apply IFRS 1 First Time Adoption of International Financial Reporting Standards to foreign currency translation reserves. The Company elected to reset all foreign translation gains and losses to zero in accumulated deficit at October 1, 2010. The foreign currency translation reserve balance at October 1, 2010 was $4,535,925. The application of the exemption had no impact on net equity.

    26



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

    IFRS 1 does not permit changes to estimates that have been made previously. Estimates used in the preparation of the Company’s opening IFRS statement of financial position, and other comparative information restated to comply with IFRS, are consistent with those made previously under current Canadian GAAP.

    The Company’s unaudited consolidated statement of financial position at the IFRS Transition Date is included as comparative information in the unaudited condensed consolidated interim statements of financial position in these financial statements.

    Changes to accounting policies

    The adoption of IFRS resulted in changes to the accounting policies as compared to the most recent annual financial statements prepared under Canadian GAAP. Accounting policies have been changed to be consistent with IFRS as is expected to be effective on September 30, 2012.

    The following summarizes the significant changes to the Company’s accounting policies on adoption of IFRS, and the effect on the Company’s opening IFRS consolidated statement of financial position.

    Property, plant and equipment

    IFRS requires the Company to choose, for each class of equipment, either the cost model or the revaluation model. The Company has selected the cost model in accounting for all of its capital assets.

    The Company has changed its accounting policy to reflect the requirement under IFRS that when an item of property, plant and equipment that is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant and equipment and amortized over their respective useful lives. This change in accounting policy had no impact on the Company’s condensed consolidated financial statements.

    Upon transition to IFRS, the Piñon Ridge mill site and all intangible costs incurred to obtain the mill license are now presented in property, plant and equipment in accordance with IAS 16 Property, Plant and Equipment . This resulted in the reclassification of $11,297,478; $12,117,810 and $12,762,815 from exploration and evaluation costs to property, plant and equipment as at October 1, 2010; December 31, 2010 and September 30, 2011, respectively.

    Impairment of assets

    IFRS requires a write down of assets if the recoverable amount is less than its carrying value. The recoverable amount is defined as the higher of the fair value less costs to sell and the value in use. Value in use is determined using the discounted estimated future cash flows. Under Canadian GAAP, a write down to estimated fair value was required only if the undiscounted estimated future cash flows of a group of assets are less than their carrying value.

    IFRS also requires the reversal of any previous impairment losses, with the exception of goodwill, where circumstances have changed such that the level of impairment in the value of the assets has been reduced. Under Canadian GAAP, the reversal of impairment losses was prohibited.

    The Company has changed its accounting policies related to impairment of assets to be consistent with the requirements under IFRS. This change in accounting policy had no impact on the Company’s condensed consolidated financial statements.

    Share-based payments

    In certain circumstances, IFRS requires a different measurement of share-based compensation than under Canadian GAAP. In particular, the Company has changed its accounting policy to recognized forfeitures in its calculation of the expense associated with the grants of graded stock options.

    27



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

    The effect of applying this change in accounting policy to all stock option grants which had not yet fully vested at October 1, 2010 was a decrease in contributed surplus of $5,005 and a corresponding decrease in the deficit within shareholders’ equity.

    Accounting for income taxes

    IFRS requires the recognition of deferred taxes on the temporary differences in the accounting and tax basis of non-monetary assets and liabilities of foreign operations arising from exchange rate fluctuations. Deferred taxes were not recognized on these types of temporary differences under Canadian GAAP. This change in accounting policy had no impact on the Company’s condensed consolidated financial statements.

    Decommissioning liability

    Under Canadian GAAP, the decommissioning liability is discounted based on the credit adjusted risk-free rate. Under IFRS, the decommissioning liability is discounted based on the current risk-free discount rate. Accordingly, the Company recorded an adjustment to increase the decommissioning liability by $84,457 as of October 1, 2010; an increase of $43,198 as of December 31, 2010; and an increase of $66,431 as of September 30, 2011.

    IFRS 1 provides the option to measure the restoration provision at the Transition Date in accordance with the requirements of IAS 37. Accordingly the Company re-measured the provisions as at Transition Date under IAS 37, Provisions, Contingent Liabilities and Contingent Assets , and estimated the amount to be included in the cost of the related asset by discounting the liability to the date which the liability first arose.

    Presentation

    Certain amounts on the unaudited condensed consolidated interim statement of financial position, statement of comprehensive loss, statement of shareholders’ equity, and statement of cash flows have been reclassified to conform to the presentation adopted under IFRS.

    Reconciliation of Canadian GAAP to IFRS

    The following provides reconciliations of the shareholders’ equity and the comprehensive loss from Canadian GAAP to IFRS for the respective periods. The adoption of IFRS did not have a material impact on the condensed consolidated interim statements of cash flows.

    Cash Flows

    Consistent with the Group’s accounting policy choice under IAS 7 Statement of Cash Flows , interest paid and income taxes paid have moved into the body of the Statement of Cash Flows, whereas they were previously disclosed as supplementary information. There are no other material differences between the statement of cash flows presented under IFRSs and the statement of cash flows presented under previous Canadian GAAP.

    In preparing the interim financial statements for the three months ended December 31, 2011 and the disclosures included in these financial statements, all comparative amounts have been restated to comply with IFRS, except where the Company has applied the optional and mandatory exemptions under IFRS 1. The Company has reconciled the following financial statements as prepared under Canadian GAAP to those prepared under IFRS for the following periods:

    • Consolidated statements of financial position as at October 1, 2010, December 31, 2010, and September 30, 2011.
    • Consolidated shareholders’ equity as at October 1, 2010, December 31, 2010, and September 30, 2011.
    • Consolidated statements of comprehensive loss for the three months ended December 31, 2010 and the year ended September 30, 2011.

    28



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

              September 30,     December 31,     October 1,  
                                                                                                                                                  Note     2011     2010     2010  
                             
    Shareholders' equity under Canadian GAAP       $  42,192,648   $  33,359,728   $  32,623,054  
    Shareholders' equity under IFRS       $  42,192,648   $  33,359,728   $  32,623,054  

              Year Ended     Three Months  
                          September 30,     Ended December  
        Note     2011     31, 2010  
                       
    Comprehensive loss under Canadian GAAP                 $    (3,571,219 ) $  (705,489 )
    Change in recognition of share-based payments   b     3,947     961  
       Change in policy to adjust decommissioning liabilities   c              
    Net loss under IFRS         (3,567,272 )   (704,528 )
    Foreign currency translation reserve         (1,223,315 )   879,728  
    Net comprehensive loss under IFRS                   $        (4,790,587 ) $  175,200  

    29



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

    In preparing its opening IFRS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous Canadian GAAP. An explanation of how the transition from previous Canadian GAAP to IFRSs has affected the Group’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

    Reconciliation of consolidated statements of financial position as at October 1, 2010     Effect of transition to IFRS  
              Adjustments to                          
        October 1,     US dollar                          
        2010 Canadian      presentation      October 1,           IFRS     October 1,  
        GAAP     currency     2010     IFRS     Adjustment     2010  
        (C$)     (Note 2)     Canadian GAAP     Adjustments       References     IFRS  

    ASSETS

                  (As restated)                    

    Current assets

                                       

     Cash and cash equivalents

    $  3,738,671   $  (78,690 ) $  3,659,981   $  -         $  3,659,981  

     Prepaid expenses and other assets

      341,879     (7,196 )   334,683     -           334,683  

     

      4,080,550     (85,886 )   3,994,664     -           3,994,664  

    Non-current

                                       

     Property, plant and equipment

      490,750     (10,329 )   480,421     11,297,478     d     11,777,899  

     Exploration and evaluation costs

      28,894,305     (608,152 )   28,286,153     (11,213,021 )   b, d     17,073,132  

     Restricted cash

      1,053,703     (22,178 )   1,031,525     -           1,031,525  

     

    $  34,519,308   $  (726,545 ) $  33,792,763   $  84,457         $  33,877,220  

    LIABILITIES & SHAREHOLDERS' EQUITY

                                       

    Current liabilities

                                       

     Accounts payable and accrued liabilities

    $  827,036   $  (17,408 ) $  809,628     -         $  809,628  

     Current portion of decommissioning liability

      12,759     (269 )   12,490     -         12,490  

     Current portion of long-term debt

      15,037     (316 )   14,721     -           14,721  

     

      854,832     (17,993 )   836,839     -           836,839  

    Non-current

                                       

     Long-term decommissioning liability

      338,918     (7,133 )   331,785     84,457     b     416,242  

     Long-term debt

      1,108     (23 )   1,085     -           1,085  

     

      1,194,858     (25,149 )   1,169,709     84,457     -     1,254,166  

    Shareholders' equity

                                       

     Capital stock

      57,232,407     (6,800,925 )   50,431,482     -           50,431,482  

     Contributed surplus

      14,991,146     (1,786,796 )   13,204,350     (5,005 )   a     13,199,345  

     Accumulated deficit

      (38,899,103 )   3,350,400     (35,548,703 )   4,540,930     a, c     (31,007,773 )

     Accumulated other comprehensive income

      -     4,535,925     4,535,925     (4,535,925 )   c     -  

     

      33,324,450     (701,396 )   32,623,054     -           32,623,054  

     

    $  34,519,308   $  (726,545 ) $  33,792,763   $  84,457         $  33,877,220  

    30



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of financial position as at December 31, 2010     Effect of transition to IFRS  
              Adjustments to                          
        December 31,     US dollar                          
        2010 Canadian      presentation     December 31,             IFRS     December 31,  
        GAAP     currency     2010     IFRS     Adjustment     2010  
        (C$)     (Note 2)     Canadian GAAP      Adjustments      References     IFRS  

    ASSETS

                  (As restated)                    

    Current assets

                                       

     Cash and cash equivalents

    $  2,531,222   $  13,743   $  2,544,965   $  -         $  2,544,965  

     Prepaid expenses and other assets

      335,859     1,823     337,682     -           337,682  

     

      2,867,081     15,566     2,882,647     -           2,882,647  

    Non-current

                                       

     Property, plant and equipment

      427,373     2,320     429,693     12,117,810     d     12,547,503  

     Exploration and evaluation costs

      29,873,594     162,193     30,035,787     (12,074,612 )   b, d     17,961,175  

     Restricted cash

      1,017,802     5,526     1,023,328     -           1,023,328  

     

    $  34,185,850   $  185,605   $  34,371,455   $  43,198         $  34,414,653  

    LIABILITIES & SHAREHOLDERS' EQUITY

                                       

    Current liabilities

                                       

     Accounts payable and accrued liabilities

    $  628,034   $  3,410   $  631,444   $  -         $  631,444  

     Current portion of decommissioning liability

      12,759     69     12,828     -         12,828  

     Current portion of long-term debt

      9,993     54     10,047     -           10,047  

     

      650,786     3,533     654,319     -           654,319  

    Non-current

                                       

     Long-term decommissioning liability

      354,408     1,924     356,332     43,198     b     399,530  

     Long-term debt

      1,070     6     1,076     -           1,076  

     

      1,006,264     5,463     1,011,727     43,198     -     1,054,925  

    Shareholders' equity

                                       

     Capital stock

      57,910,267     (6,809,399 )   51,100,868     -           51,100,868  

     Contributed surplus

      14,882,841     (1,785,442 )   13,097,399     (5,966 )   a     13,091,433  

     Accumulated deficit

      (39,613,522 )   3,359,330     (36,254,192 )   4,541,891     a, c     (31,712,301 )

     Accumulated other comprehensive income

      -     5,415,653     5,415,653     (4,535,925 )   c     879,728  

     

      33,179,586     180,142     33,359,728     -           33,359,728  
      $  34,185,850   $  185,605   $  34,371,455   $  43,198         $  34,414,653  

    31



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of comprehensive loss for the period ended December 31, 2010   Effect of transition to IFRS  
              Adjustments to                          
        December 31,     US dollar                          
        2010 Canadian      presentation     December 31,             IFRS     December 31,  
        GAAP     currency     2010     IFRS     Adjustment     2010  
        (C$)     (Note 2)     Canadian GAAP     Adjustments     References     IFRS  

    EXPENSES

                  (As restated)                    

     

                                       

     

                                       

    Administrative

    $  -   $  -   $  -   $  105,498     e   $  105,498  

    Consulting

      -     -     -     56,029     e     56,029  

    Depreciation

      18,608     (233 )   18,375     -           18,375  

    Foreign exchange loss

      136,218     (1,703 )   134,515     -           134,515  

    General and administrative

      509,960     (6,374 )   503,586     (503,586 )   e     -  

    Insurance

      -     -     -     44,097     e     44,097  

    Interest expense

      -     -     -     46     e     46  

    Professional fees

      -     -     -     69,226     e     69,226  

    Salaries and other benefits

      -     -     -     174,099     e     174,099  

    Shareholder relations

      -     -     -     54,591     e     54,591  

    Stock-based compensation

      67,698     (846 )   66,852     (961 )   b     65,891  

     

    $   (732,484 ) $  9,156   $  (723,328 ) $  (961 )       $  (722,367 )

     

                                       

    Finance income

      853     (11 )   842     -           842  

    Other income

      17,212     (215 )   16,997     -           16,997  

     

                                       

    NET LOSS FOR THE PERIOD

    $   (714,419 ) $  8,930   $  (705,489 ) $  (961 )       $  (704,528 )

    Foreign currency translation reserve

      -     879,728     879,728                 879,728  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $   (714,419 ) $  888,658   $  174,239   $  (961 )       $  175,200  

    32



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of financial position as at September 30, 2011     Effect of transition to IFRS  
               Adjustments to                              
        September 30,     US dollar                          
        2011     presentation      September 30,            IFRS     September 30,  
        Canadian GAAP     currency     2011     IFRS     Adjustment     2011  

     

      (C$)     (Note 2)     Canadian GAAP     Adjustments       References     IFRS  

    ASSETS

                  (As restated)                    

    Current assets

                                       

     Cash and cash equivalents

    $  7,225,182   $  (270,536 ) $  6,954,646   $  -         $  6,954,646  

     Prepaid expenses and other assets

      708,247     (26,519 )   681,728     -           681,728  

     

      7,933,429     (297,055 )   7,636,374     -           7,636,374  

    Non-current

                                       

     Property, plant and equipment

      282,879     (10,592 )   272,287     12,762,815     d     13,035,102  

     Exploration and evaluation costs

      34,235,323     (1,281,889 )   32,953,434     (12,696,384 )   b, d     20,257,050  

     Restricted cash

      2,663,713     (99,739 )   2,563,974     -           2,563,974  

     

    $  45,115,344   $  (1,689,275 ) $  43,426,069   $  66,431         $  43,492,500  

    LIABILITIES & SHAREHOLDERS' EQUITY

                                       

    Current liabilities

                                       

     Accounts payable and accrued liabilities

    $  865,428   $  (32,404 ) $  833,024     -         $  833,024  

     Current portion of decommissioning liability

      13,974     (523 )   13,451     -         13,451  

     Current portion of long-term debt

      1,118     (42 )   1,076     -           1,076  

     

      880,520     (32,969 )   847,551     -           847,551  

    Non-current

                                       

     Long-term decommissioning liability

      400,880     (15,010 )   385,870     66,431     b     452,301  

     

      1,281,400     (47,979 )   1,233,421     66,431           1,299,852  

    Shareholders' equity

                                       

     Capital stock

      66,089,168     (6,600,731 )   59,488,437     -           59,488,437  

     Contributed surplus

      20,167,601     (1,627,955 )   18,539,646     (8,952 )   a     18,530,694  

     Accumulated deficit

      (42,422,825 )   3,302,903     (39,119,922 )   4,544,877     a, c     (34,575,045 )

     Accumulated other comprehensive income

      -     3,284,487     3,284,487     (4,535,925 )   c     (1,251,438 )
        43,833,944     (1,641,296 )   42,192,648     -           42,192,648  
      $  45,115,344   $  (1,689,275 ) $  43,426,069   $  66,431         $  43,492,500  

    33



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    14. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of comprehensive loss for the year ended September 30, 2011     Effect of transition to IFRS  
              Adjustments to                          
        September 30,     US dollar                          
        2011 Canadian     presentation     September 30,             IFRS     September 30,  
        GAAP     currency     2011           Adjustment     2011  
        (C$)     (Note 2)   Canadian GAAP     IFRS Adjustments     References     IFRS  

    EXPENSES

                  (As restated)                    

     

                                       

    Administrative

    $  -   $  -   $  -   $  540,391     e   $  540,391  

    Consulting

            -     -     204,769     e     204,769  

    Depreciation

      107,581     1,450     109,031     -           109,031  

    Foreign exchange gain

      (378,680 )   (5,105 )   (383,785 )   -           (383,785 )

    General and administrative

      3,081,885     41,542     3,123,427     (3,123,427 )   e     -  

    Insurance

      -     -     -     184,512     e     184,512  

    Interest expense

      -     -     -     396     e     396  

    Professional fees

      -     -     -     424,140     e     424,140  

    Salaries and other benefits

      -     -     -     1,371,996     e     1,371,996  

    Shareholder relations

      -     -     -     397,223     e     397,223  

    Stock-based compensation

      729,768     9,837     739,605     (3,947 )   a     735,658  

     

    $  (3,540,554 ) $  (47,724 ) $  (3,588,278 ) $  3,947         $  (3,584,331 )

     

                                       

    Finance income

      11,339     153     11,492     -           11,492  

    Other income

      5,493     74     5,567     -           5,567  

     

                                       

    NET LOSS FOR THE YEAR

    $  (3,523,722 ) $  (47,497 ) $  (3,571,219 ) $  3,947         $  (3,567,272 )

    Foreign currency translation reserve

      -     (1,251,438 )   (1,251,438 )   -           (1,251,438 )

    COMPREHENSIVE INCOME (LOSS) FOR THE YEAR

    $  (3,523,722 ) $  (1,298,935 ) $  (4,822,657 ) $  3,947         $  (4,818,710 )

    a.

    The effect of the change to include forfeitures in the determination of the fair value of stock options issued. Under Canadian GAAP, these adjustments are recognized as they occur.

       
    b.

    The effect of the change whereby decommissioning liabilities will be discounted using the current risk-free rate. This change had no impact to the statement of comprehensive loss, only the statement of financial position was effected.

       
    c.

    The effect of the change to reset all foreign translation gains and losses to zero in accumulated deficit at October 1, 2010.

       
    d.

    The effect of the change to reclassify the Piñon Ridge mill asset from exploration and evaluation costs to property, plant and equipment.

       
    e.

    The effect of the change to present expenses recognized in profit or loss using a classification based on their nature.

    34



    Exhibit 99.20

    ENERGY FUELS INC.

    NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON FRIDAY FEBRUARY 10, 2012

    MANAGEMENT INFORMATION CIRCULAR
    JANUARY 10, 2012



    ENERGY FUELS INC.
    NOTICE OF ANNUAL AND SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD
    FRIDAY, FEBRUARY 10, 2012

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that an annual and special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the National Club, 303 Bay Street, Toronto, Ontario, Canada on Friday, February 10, 2012 at 10:00 am (Toronto time) for the following purposes:

    1.

    to receive the audited consolidated financial statements of the Corporation for the year ended September 30, 2011, together with the report of the auditor thereon;

       
    2.

    to elect directors of the Corporation;

       
    3.

    to appoint the auditor of the Corporation and to authorize the directors to fix the remuneration to be paid to the auditor;

       
    4.

    to consider and, if thought advisable, to pass an ordinary resolution approving the renewal of the Corporation’s existing Shareholder Rights Plan for a further three-year term, as more particularly described in the accompanying management information circular (the “ Circular ”);

       
    5.

    to consider and, if thought advisable, to pass ordinary resolutions authorizing the issuance of common shares of the Corporation pursuant to an arrangement (the “ Arrangement ”) between the Corporation and Titan Uranium Inc. (“ Titan ”), pursuant to which, among other things, the Corporation will acquire all of the issued and outstanding common shares of Titan and the shareholders of Titan will receive, for each whole common share of Titan held, 0.68 of a common share of the Corporation, all as more particularly described in the Circular; and

       
    6.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CIBC Mellon Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on February 8, 2012, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated at Toronto, Ontario this 10 th day of January, 2012.

      BY ORDER OF THE BOARD
         
        (signed) “Stephen P. Antony”
         
        Stephen P. Antony, President
        and Chief Executive Officer



    MANAGEMENT INFORMATION CIRCULAR
    TABLE OF CONTENTS

    GLOSSARY OF TERMS 3
    INTRODUCTION 7
      Information Concerning Titan Uranium Inc 7
      Cautionary Statement Regarding Forward-Looking Information and Statements 7
      Notice to United States Shareholders 9
      Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources 10
    DOCUMENTS INCORPORATED BY REFERENCE 11
    GENERAL PROXY INFORMATION 12
      Appointment and Revocation of Proxies 12
      Voting of Shares Represented by Management Proxies 12
      Voting by Non-Registered Shareholders 12
      Distribution of Meeting Materials to Non-Objecting Beneficial Owners 13
    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 13
    ANNUAL MEETING BUSINESS 14
      Election of Directors 14
      Appointment of Auditors 16
    EXTENSION OF SHAREHOLDER RIGHTS PLAN 16
      Purpose of the Rights Plan 16
      Summary of the Rights Plan 17
    ACQUISITION OF TITAN 21
      Reasons for the Transaction 21
      Background to the Acquisition 22
      Factors Considered by the EFI Board and Management 22
      Fairness Opinion 23
      The Acquisition – Securities Issuable by EFI 24
      EFI Shareholder Approval 25
      Titan Shareholder Approval and Court Approval 25
      Dissent Rights 25
      Material Agreements Relating to the Acquisition 26
        Combination Agreement 26
        Support Agreements 29
        Bridge Loan 30
      Risk Factors 31
        Risks of Proceeding with the Acquisition 31
        Risks of Not Proceeding with the Acquisition 32
        Risks Related to EFI Following the Acquisition 32
    INFORMATION ABOUT EFI 33
      Overview and Corporate Structure 33
      Prior Sales 35
    INFORMATION ABOUT TITAN 36
      Overview and Corporate Structure 36
      Sheep Mountain Project 37
        Project Description and Location 37
        Accessibility 38
        Climate 38
        Physiography 38
        Infrastructure 38
        History 39
        Geological Setting 39
        Mineralization 40
        Drilling 41
        Sampling and Analysis 42
        Security of Samples 42

    1



        Mineral Resource and Mineral Reserve Estimates 43
        Exploration and Development 46
      Other Mineral Properties – US Assets 47
      Other Mineral Properties – Canadian Assets 48
        Nunavut 48
        Saskatchewan 49
      Canadian Asset Sale 55
      Capitalization of Titan 55
      Interest of Certain Persons in the Acquisition 56
      Material Contracts 58
    INFORMATION ABOUT EFI AFTER GIVING EFFECT TO THE ACQUISITION 59
      General 59
      Business of EFI Post-Arrangement 60
      Corporate Structure Following the Completion of the Plan of Arrangement 60
      Pro Forma Financial Information 60
      Authorized and Issued Share Capital 61
      Principal Holders of Common Shares 62
    EXECUTIVE COMPENSATION 62
    AUDIT COMMITTEE DISCLOSURE 72
    CORPORATE GOVERNANCE DISCLOSURE 72
    INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 72
    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 72
    INTERESTS OF EXPERTS 72
    ADDITIONAL INFORMATION 73
    DIRECTORS' APPROVAL 73
    CONSENT OF EXPERTS 74
    SCHEDULE A - Arrangement Resolutions A-1
    SCHEDULE B - Plan of Arrangement B-1
    SCHEDULE C - Fairness Opinion C-1
    SCHEDULE D – Pro Forma Financial Statements of the Resulting Issuer D-1
    SCHEDULE E – Audited Annual Financial Statements of Titan for the Year Ended August 31, 2011 E-1
    SCHEDULE F - Corporate Governance Disclosure F-1

    2


    GLOSSARY OF TERMS

    In this Circular, the following capitalized terms shall have the following meanings, in addition to other terms defined elsewhere in this Circular.

    $ ” means Canadian dollars;

    Acquisition ” means the acquisition of the issued and outstanding shares of Titan by EFI pursuant to the Plan of Arrangement;

    AIF ” means the annual information form of EFI dated December 17, 2011 in respect of the year ended September 30, 2011;

    Arrangement Resolutions ” means the resolutions to be passed at the Meeting with respect to the Plan of Arrangement with Titan, which are attached as Schedule A to this Circular;

    Bridge Loan ” means the secured bridge loan or loans made and to be made by EFI to Titan USA of up to US$1,000,000 bearing an annual interest rate of 5% to be secured against the Sheep Mountain Project of Titan and used for work done on the Sheep Mountain Project;

    Bridge Loan Agreement ” means the loan agreement between EFI and Titan USA dated as of December 5, 2011 with respect to the Bridge Loan;

    Canadian Asset Sale ” means the proposed sale of Titan’s Canadian assets, including projects located in the Athabasca Basin, Thelon Basin and Cypress Hills, which is expected to close prior to the Effective Date;

    CBCA ” means the Canada Business Corporations Act ;

    Circular ” means this management information circular of the Corporation, including the Notice of Meeting and all schedules attached hereto and all amendments thereof;

    Completion Date ” means the date by which the transactions contemplated by this Agreement are to be completed, which date is March 1, 2012, or such other date that may be agreed to by the Parties;

    Combination Agreement ” means the business combination agreement dated as of December 5, 2011 executed by EFI and Titan with respect to the Arrangement;

    Court ” means the Supreme Court of British Columbia;

    Dundee Securities ” means Dundee Securities Ltd., a registered dealer which is acting as EFI’s financial advisor in connection with the Arrangement;

    Effective Date ” means the date shown on the certificate of arrangement issued under the CBCA giving effect to the Arrangement;

    EFI ” or the “ Corporation” means Energy Fuels Inc., a corporation continued under the laws of Ontario;

    EFI Board ” means the board of directors of EFI;

    EFI Common Shares ” means the issued and outstanding common shares in the capital of EFI;

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    EFI Option Plan ” means the stock option plan of EFI ratified by EFI Shareholders on March 10, 2010;

    EFI Options ” shall mean the issued and outstanding options to acquire EFI Common Shares issued pursuant to the EFI Option Plan;

    EFI Shareholder Approval ” means the approval of the Arrangement Resolutions by a majority of the votes cast by EFI Shareholders voting in person or by proxy at the Meeting;

    EFI Shareholders ” means the holders of EFI Common Shares as of the Record Date;

    EFI Support Agreements ” means the support agreements entered into by Dundee Resources Limited, Pinetree Capital Ltd., and each director and officer of EFI, pursuant to which each such person agreed to vote their EFI Common Shares in favour of the Plan of Arrangement;

    EFI Warrants ” means the issued and outstanding warrants to acquire EFI Common Shares;

    Fairness Opinion ” means the written fairness opinion from Dundee Securities dated December 5, 2011, delivered to the EFI Board in connection with the Arrangement, the full text of which is set out as Schedule C to this Circular;

    Final Order ” means the order of the Court pursuant to Subsection 192(4)(e) of the CBCA approving the Plan of Arrangement;

    FSE ” means the Frankfurt Stock Exchange;

    Interim Order ” means the interim order of the Court granted to Titan on January 11, 2012 providing for, among other things, the calling and holding of the Titan Meeting;

    LOI ” means the letter of intent signed by EFI and Titan dated October 24, 2011 as amended by amending letters dated November 10, 2011 and November 18, 2011;

    Meeting ” means the annual and special meeting of EFI Shareholders to be held on February 10, 2012, and any adjournment thereof;

    Mega ” means Mega Uranium Ltd., a TSX listed uranium exploration company which is party to a letter of intent with Titan with respect to the Canadian Asset Sale;

    NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators;

    NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations adopted by the Canadian Securities Administrators;

    NI 54-101 ” means National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer adopted by the Canadian Securities Administrators;

    NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices adopted by the Canadian Securities Administrators;

    4


    Notice of Meeting ” means the notice of the annual and special meeting of EFI Shareholders delivered to EFI Shareholders forming part of this Circular;

    Pinetree Bridge Loan ” means the loan or loans made or to be made by Pinetree Resource Partnership or an affiliate thereof to Titan in the principal amount of up to $1,000,000, of which $500,000 was advanced pursuant to a loan agreement dated October 27, 2011 between Titan and Pinetree Resource Partnership, and a further $300,000 was advanced pursuant to a loan agreement dated December 8, 2011 between Titan and Pinetree Resource Partnership;

    Piñon Ridge Mill ” means the proposed Piñon Ridge Mill, which is located near Naturita, Colorado;

    Plan of Arrangement ” or “ Arrangement ” means the arrangement under the provisions of Section 192 of the CBCA on the terms and conditions set forth in the Combination Agreement dated December 5, 2011 and attached hereto as Schedule B;

    Record Date ” means January 4, 2012 with respect to the EFI Shareholders entitled to vote at the Meeting;

    SEDAR ” means the System for Electronic Document Analysis and Retrieval located at www.sedar.com;

    Share Exchange Ratio ” means the issuance of 0.68 of an EFI Common Share for each whole Titan Common Share held;

    Sheep Mountain Project ” means the mining claims and state mining leases comprising the Sheep Mountain uranium exploration property located in Fremont County, Wyoming, that is wholly owned, directly or indirectly, by Titan;

    Sheep Mountain Technical Report ” means the technical report dated March 1, 2011 entitled “Sheep Mountain Uranium Project Fremont County, Wyoming USA 43-101 Mineral Resource Report Update March, 2011” prepared for Titan by Douglas L. Beahm, P.E., P.G. Principal Engineer of BRS Engineering;

    Titan ” means Titan Uranium Inc., a corporation continued under the CBCA;

    Titan Board ” means the board of directors of Titan;

    Titan Common Shares ” means issued and outstanding common shares in the capital of Titan;

    Titan Meeting ” means the annual and special meeting of Titan Shareholders to be held on February 14, 2012;

    Titan Options ” means the issued and outstanding options to acquire Titan Common Shares issued pursuant to the Titan Option Plan;

    Titan Option Plan ” means the amended and restated stock option plan of Titan dated January 25, 2011;

    Titan Optionholders ” means the holders of Titan Options issued pursuant to the Titan Option Plan;

    Titan Shareholder Approval ” means the approval of the Plan of Arrangement by not less than two-thirds of the votes cast by Titan Shareholders voting in person or by proxy at the Titan Meeting;

    5


    Titan Shareholders ” means the holders of Titan Common Shares;

    Titan USA ” means Titan Uranium USA Inc, a wholly owned subsidiary of Titan;

    Titan Warrants ” means the issued and outstanding warrants to acquire securities of Titan; “ Titan Warrantholders ” means the holders of Titan Warrants; “ TSX ” means the Toronto Stock Exchange; “ TSX-V ” means the TSX Venture Exchange;

    U.S. Securities Laws ” means all applicable U.S. federal and state securities laws and regulations, including, without limitation, the 1933 Act, the 1934 Act and the rules and regulations promulgated from time to time thereunder;

    1933 Act ” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder; and

    1934 Act ” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder.

    6


    INTRODUCTION

    The information contained in this management information circular (“ Circular” ) is furnished in connection with the solicitation of proxies to be used at the annual and special meeting of shareholders (“ EFI Shareholders ”) of Energy Fuels Inc. (“ EFI ” or the “ Corporation ”) to be held at the National Club, Toronto, Ontario on February 10, 2012 at 10:00 am (Toronto time) (the “ Meeting” ), and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or regular employees of EFI. The solicitation of proxies by this Circular is being made by or on behalf of the management of EFI. The total cost of the solicitation will be borne by EFI.

    Unless otherwise noted, all information contained in this Circular is as of December 31, 2011.

    Information Concerning Titan Uranium Inc.

    Certain information in this Circular pertaining to Titan Uranium Inc. (“ Titan ”), including but not limited to, information pertaining to Titan under “Acquisition of Titan”, “Information About Titan” and the Sheep Mountain Project, including but not limited to, information derived from the Sheep Mountain Technical Report, available electronically under Titan’s profile on SEDAR at www.sedar.com, has been furnished by Titan or is derived from information provided by Titan. Although EFI does not have any knowledge that would indicate that such information is untrue or incomplete, neither EFI nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information including any of Titan’s financial statements or information derived from the Sheep Mountain Technical Report, or for the failure by Titan to disclose events or information that may affect the completeness or accuracy of such information. In the Combination Agreement, Titan has represented to EFI that the information concerning Titan provided by Titan for inclusion in this Circular does not contain a material misrepresentation.

    Cautionary Statement Regarding Forward-Looking Information and Statements

    This Circular contains or incorporates by reference forward-looking statements and forward-looking information (collectively, “ forward-looking statements ”) within the meaning of applicable Canadian securities legislation and U.S. Securities Laws. These statements relate to future events or the future activities or future performance of EFI and Titan. All statements, other than statements of historical fact, are forward-looking statements. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate, plans and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:

    7


    Although EFI believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond EFI’s ability to predict or control, including, but not limited to, risks related to EFI’s ability to identify one or more economic deposits on its properties, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products EFI may produce or plan to produce, EFI’s inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks identified under “Risk Factors” in this Circular and in EFI’s AIF which are incorporated by reference herein.

    EFI cautions investors that any forward-looking statements by EFI are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained or incorporated by reference in this Circular. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:

    In addition, forward-looking information and pro forma information contained or incorporated by reference herein is based on certain assumptions and involves risks related to the consummation or non-consummation of the Plan of Arrangement and the business and operations of EFI following the Arrangement. Pro forma information contained herein is based on the assumption that the Arrangementwill be completed. Other assumptions include, but are not limited to, the ability of EFI following the Arrangement to realize the enhanced growth opportunities currently anticipated, in particular with respect to the Piñon Ridge Mill and Sheep Mountain Property. Risks include the risk that upon completion of the Arrangement the market value of EFI Common Shares will be different from the value at the time the Arrangement was agreed, that the conditions to the Arrangement will not be satisfied or waived, the Combination Agreement with respect to the Arrangement may be terminated and other risks discussed in this Circular and the AIF. Although EFI has attempted to identify important factors that could cause actions, events or results to differ materially from those described in forward-looking statements and pro forma information in this Circular, and the documents incorporated by reference herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information.

    8


    All of the forward-looking statements made in this Circular, including all documents incorporated by reference herein, are qualified by these cautionary statements. These forward-looking statements are made as of the date hereof and EFI does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable securities law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

    Notice to United States Shareholders

    THE EFI SHARES TO BE ISSUED PURSUANT TO THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE PLAN OF ARRANGEMENT OR THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

    The EFI Common Shares to be issued pursuant to the Plan of Arrangement have not been registered under the 1933 Act or applicable state securities laws and are being issued in reliance on the exemption from registration under the 1933 Act set forth in Section 3(a)(10) thereof and in reliance on exemptions from registration under applicable state securities laws. Section 3(a)(10) of the 1933 Act provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Plan of Arrangement will be considered. The Court issued the Interim Order on January 11, 2012 and, subject to the approval of the Titan Resolutions at the Titan Meeting, a hearing on the Arrangement is expected to be held on February 21, 2012 at 9:45 a.m. (Vancouver time) in the Court or as soon thereafter as is reasonably practicable.

    EFI is a corporation existing under the laws of the Province of Ontario, Canada. Titan is a corporation existing under the laws of Canada. The solicitation of proxies and the transactions contemplated in this Circular involve securities of Canadian issuers and are being effected in accordance with Canadian corporate and securities laws. The solicitation of proxies is not subject to the requirements of Section 14(a) of the 1934 Act. Accordingly, this Circular has been prepared solely in accordance with applicable Canadian disclosure requirements. Shareholders in the United States should be aware that such requirements differ from such requirements under U.S. Securities Laws relating to United States companies.

    9


    The financial statements and pro forma and historical financial information included or incorporated by reference herein have been prepared in accordance with Canadian generally accepted accounting principles and are subject to auditing and auditor independence standards in Canada, which differ from U.S. generally accepted accounting principles and auditing and auditor independence standards in the U.S. in certain material respects, and thus may not be comparable to financial statements of U.S. companies. The financial statements of both EFI and Titan are prepared in accordance with Canadian generally accepted accounting principles. Likewise, information concerning the properties and operations of EFI and Titan has been prepared in accordance with Canadian disclosure standards under applicable Canadian securities laws, which are not comparable to disclosure standards promulgated by the SEC under the 1933 Act and the 1934 Act. In particular, the information regarding mineral reserves and resources contained in this Circular was prepared pursuant to NI 43-101 adopted by the Canadian securities authorities. Information regarding mineral reserves and resources contained herein is not comparable to similar information that would be disclosed by a U.S. company in its filings with the SEC. See “Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources”.

    Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources

    Information concerning the mineral properties of EFI and Titan included or incorporated by reference herein has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of U.S. Securities Laws applicable to U.S. companies subject to the reporting and disclosure requirements of the SEC. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide definition of “reserve”. In accordance with NI 43-101, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this Circular or in the documents incorporated by reference in this Circular are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on December 11, 2005. While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them. Shareholders who are U.S. persons are cautioned that, except for that portion of the mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence as to whether they can be economically or legally mined. Under Canadian securities laws, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, shareholders are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, shareholders are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

    10


    DOCUMENTS INCORPORATED BY REFERENCE

    The following documents are specifically incorporated by reference in this Circular:

    Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President, Corporate Marketing and Secretary of EFI at 2 Toronto Street, Suite 500, Toronto, Ontario M5C 2B6 Phone: 303-974-2140, Fax: 303-974-2141. These documents are also available electronically under EFI’s profile on SEDAR at www.sedar.com.

    Any statement contained in this Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Circular, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has been modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constitutes a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of this Circular.

    11


    GENERAL PROXY INFORMATION

    Appointment and Revocation of Proxies

    The persons named in the form of proxy accompanying this Circular are officers and/or directors of EFI.

    A shareholder of EFI has the right to appoint a person other than the persons specified in such form of proxy and who need not be a shareholder of EFI to attend and act for him and on his behalf at the Meeting. Such right may be exercised by striking out the names of the persons specified in the proxy, inserting the name of the person to be appointed in the blank space provided in the proxy, signing the proxy and returning it in the reply envelope in the manner set forth in the accompanying Notice of Meeting.

    A shareholder who has given a proxy may revoke it by an instrument in writing, including another completed form of proxy, executed by him or his attorney authorized in writing, deposited at the registered office of EFI, or at the offices of CIBC Mellon Trust Company by mail at c/o Cover-All, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, up to 5:00 p.m. (Toronto time) on the second business day preceding the date of the Meeting, or any adjournment thereof, or with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

    Voting of Shares Represented by Management Proxies

    The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. In the absence of such instructions, such shares will be voted in favour of each of the matters referred to herein.

    The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of EFI knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters which are not known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxy holder.

    Voting by Non-Registered Shareholders

    Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, EFI Common Shares owned by a person (a “ non-registered owner ”) are registered either (a) in the name of an intermediary (an “ Intermediary ”) that the non-registered owner deals with in respect of the EFI Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant. In accordance with the requirements of NI 54-101, EFI has distributed copies of the Circular and the accompanying Notice of Meeting together with the form of proxy (collectively, the “ Meeting Materials ”) (i) directly to non-registered owners who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own (“ NOBOs ”), and (ii) to the clearing agencies and Intermediaries for onward distribution to non-registered owners who have advised their Intermediary that they object to the Intermediary providing their ownership information (“ OBOs ”).

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    Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to OBOs. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

    (a)

    be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the OBO but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered owner when submitting the proxy. In this case, the OBO who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or

       
    (b)

    be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions (often called a “ Voting Instruction Form ”) which the Intermediary must follow. Typically the non-registered owner will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the non-registered owner must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its services company in accordance with the instructions of the Intermediary or its service company.

    In either case, the purpose of this procedure is to permit non-registered owners to direct the voting of the EFI Common Shares they beneficially own. Should a non-registered owner who receives either form of proxy wish to vote at the Meeting in person, the non-registered owner should strike out the persons named in the form of proxy and insert the non-registered owner’s name in the blank space provided. Non-registered owners should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

    Distribution of Meeting Materials to Non-Objecting Beneficial Owners

    These Meeting Materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and EFI or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

    By choosing to send these materials to you directly, EFI (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

    The authorized capital of EFI consists of an unlimited number of EFI Common Shares, an unlimited number of Preferred Shares issuable in series, and an unlimited number Series A Preferred Shares. As of December 31, 2011, the Corporation had issued and outstanding 123,999,665 EFI Common Shares and nil Preferred Shares. The Corporation made a list of all persons who are registered holders of EFI Common Shares as of the close of business on January 4, 2012 (the “ Record Date ”) and the number of EFI Common Shares registered in the name of each person on that date. Each EFI Shareholder as of the Record Date is entitled to one vote for each EFI Common Share registered in his or her name as it appears on the list on all matters which come before the Meeting, except to the extent that such holder has transferred any such shares after the Record Date and the transferee of such shares establishes ownership thereof and makes a written demand, not later than 10 days before the Meeting, to be included in the list of shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote such shares at the Meeting.

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    To the knowledge of the directors and senior officers of the Corporation, as of December 31, 2011, the following shareholders are the only persons or companies that beneficially own or exercise control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation entitled to be voted at the Meeting:

    Name of Shareholder and
    Municipality of Residence
    Number of EFI Common Shares
    Owned, Controlled or Directed
    % of the Outstanding
    EFI Common Shares
    Dundee Resources Limited
    Toronto, Ontario
    22,950,000
    18.5%

    ANNUAL MEETING BUSINESS

    Election of Directors

    The EFI Board may consist of a minimum of three and a maximum of fifteen directors, who are elected annually. The EFI Board is currently composed of seven directors. Management is proposing that seven directors be elected for the ensuing year.

    The following table provides the names of and information for the nominees for the EFI Board (the “ EFI Nominees ”). The persons named in the enclosed form of proxy intend to vote for the election of the EFI Nominees. Management does not contemplate that any of the EFI Nominees will be unable to serve as a director. All directors so elected will hold office until the next annual meeting of EFI Shareholders or until their successors are elected or appointed, unless his office is vacated earlier in accordance with the by-laws of EFI or with the provisions of Business Corporations Act (Ontario). As described below under “Information About EFI After Giving Effect to the Acquisition”, it is contemplated that if the Arrangement is completed, two of the EFI Nominees will resign from the EFI Board and certain nominees of Titan will be appointed in their place.

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    Name and Municipality
    of Residence


    Office Held

    Director
    Since

    Principal Occupation,
    if different than Office Held
    Shares Beneficially
    Owned or Over Which
    Control is Exercised (1)
    Stephen P. Antony
    Colorado, USA
    President,
    CEO and
    Director
    2009

    Same

    201,100

    J. Birks Bovaird
    Ontario, Canada
    Chairman and
    Director
    2006

    Consultant, providing advisory
    services to natural resource
    companies
    103,350

    Paul A. Carroll (2)
    Ontario, Canada
    Director

    2010

    President of Carnarvon Capital
    Corporation; President & CEO of
    World Wide Minerals Ltd.
    100,000

    Mark E. Goodman (2)(3)
    Ontario, Canada
    Director
    2010
    Executive Chairman of Cogitore
    Resources, Inc.
    Nil
    Bruce D. Hansen (2) (3)
    Colorado, USA
    Director
    2007
    CEO of General Moly Inc., a US
    based mineral company
    130,000
    Robert J. Leinster (2)
    Ontario, Canada


    Director



    2006



    Chartered Accountant; various
    corporate directorships, including
    Audit Committee Chair; Consultant
    providing advisory services for
    M&A transactions
    7,988



    Douglas McIntosh (3)
    Colorado, USA
    Director

    2007

    Consultant, providing financial
    advisory services to natural resource
    companies
    Nil


    (1)

    The information as to EFI Common Shares beneficially owned or over which they exercise control or direction not being within the knowledge of EFI has been furnished by the respective nominees individually.

    (2)

    Member of the Audit Committee.

    (3)

    Member of the Governance, Compensation and Nominating Committee.

    IF ANY OF THE ABOVE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

    Except as set out below, to the knowledge of the Corporation, no director of the Corporation is, or has been in the last 10 years, (a) a director, chief executive officer or chief financial officer of a company that (i) while that person was acting in that capacity, was the subject of a cease trade order or similar order (including a management cease trade order) or an order that denied the issuer access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, or (ii) after that person ceased to act in that capacity, was subject of a cease trade or similar order or an order that denied the issuer access to any exemption under Canadian securities legislation, for a period of more than 30 consecutive days which resulted from an event that occurred while that person acted in such capacity, or (b) a director or executive officer of a company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets:

    Mr. J. Birks Bovaird was a director of HMZ Metals Inc. (“ HMZ ”) at the time a cease trade order was issued on September 6, 2005 requiring the directors, officers and insiders of HMZ to cease all trading in, or acquisition of, the securities of HMZ due to HMZ's failure to file its interim financial statements for the six month period ended June 30, 2005. A cease trade order was issued on April 17, 2006 as a result of HMZ's failure to file its audited annual financial statements for the fiscal year ended December 31, 2005 and management's discussion and analysis thereon. The cease trade order issued on September 6, 2005 expired on October 20, 2005. The cease trade order issued on April 17, 2006 expired on June 2, 2008.

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    Mr. Paul A. Carroll was an independent director of Argus Corporation Limited (“ Argus ”) from April 2004 to November 2004 and of Hollinger Inc. (“ Hollinger ”) from August 2004 to July 2005. In those capacities, he was subject to a management cease trade order issued by the OSC on June 3, 2004, as varied, in respect of Argus, and June 1, 2004, as varied, in respect of Hollinger. Both management cease trade orders were issued because of Argus' and Hollinger's failure to file their respective financial statements and other requisite reports. Argus and Hollinger were not able to file such financial statements and reports as a result of the non-filing of financial statements by their subsidiary Hollinger International, Inc. (now Sun-Times Media Group, Inc.).

    Appointment of Auditors

    The auditors of EFI are KPMG LLP, Chartered Accountants, who were first appointed auditors of EFI on April 12, 2007. The persons named in the form of proxy accompanying this Circular intend to vote for the reappointment of KPMG LLP as the auditors of EFI for the ensuing year or until their successors are appointed and to authorize the directors of EFI to fix the remuneration of the auditors , unless the EFI Shareholder has specified in the form of proxy that the EFI Common Shares represented by such proxy are to be withheld from voting in respect thereof.

    EXTENSION OF SHAREHOLDER RIGHTS PLAN

    At the Meeting, EFI Shareholders will be asked to consider and, if thought advisable, approve the extension of the Shareholder Rights Plan Agreement dated February 2, 2009 (the “ Rights Plan ”) made between the Corporation and CIBC Mellon Trust Company, as rights agent (the “ Rights Agreement ”). A copy of the Rights Agreement is available on SEDAR at www.sedar.com or upon request by contacting Gary Steele, Secretary of the Corporation.

    The Rights Plan is currently in effect but will expire at the conclusion of the Meeting, unless an amendment of the definition of the Expiration Time of the Rights Plan is approved by EFI Shareholders at the Meeting. To be effective, the resolution approving the extension of the Rights Plan must be passed by a majority of the votes cast at the Meeting. The Rights Plan was not adopted by the EFI Board in response to, or in anticipation of, any offer or takeover bid, and the EFI Board is not currently aware of any pending offer or take-over bid for the EFI Shares. The EFI Board has determined that extension of the Rights Plan for a further period of three years is in the best interests of the Corporation and its shareholders.

    Purpose of the Rights Plan

    The Rights Plan is designed to give the EFI Board and EFI Shareholders sufficient time to properly assess an unsolicited take-over bid without undue pressure and to give the EFI Board time to consider alternatives designed to allow the EFI Shareholders to receive full and fair value for their EFI Common Shares. Additionally, the Rights Plan is designed to provide EFI Shareholders with equal treatment in a take-over bid. The desire to ensure that the Corporation is able to address unsolicited take-over bids for its issued and outstanding EFI Common Shares during the term of the Rights Plan stems from a concern that Canadian take-over bid rules may provide too short a response time to companies that are subject to unsolicited take-over bids to ensure that EFI Shareholders are offered full and fair value for their shares.

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    EFI Shareholders also may feel compelled to tender to a take-over bid even if the shareholder considers such bid to be inadequate out of a concern that failing to tender may result in a shareholder being left with illiquid or minority discounted shares in the Corporation. This is particularly so in the case of a partial bid for less than all the EFI Common Shares of the Corporation where the bidder wishes to obtain a control position but does not wish to acquire all of the EFI Common Shares. In addition, while existing securities legislation has addressed many concerns related to unequal treatment of shareholders, there remains the possibility that control of a company may be acquired pursuant to private agreements in which a small group of shareholders may dispose of shares at a premium to the market price, which premium is not shared with the other shareholders.

    The Rights Plan encourages a potential acquirer who makes a take-over bid to proceed either by way of a “Permitted Bid” (described below), which generally requires a take-over bid to satisfy certain minimum standards designed to promote fairness or with the concurrence of the EFI Board. If a take-over bid fails to meet these minimum standards and the Rights Plan is not waived by the EFI Board, the Rights Plan provides that holders of EFI Common Shares, other than the Acquiring Person (defined below), will be able to purchase additional EFI Common Shares at a significant discount to market, thus exposing the Acquiring Person to substantial dilution of its holdings. Even where a take-over bid does not meet the Permitted Bid criteria, the EFI Board is always bound to consider any bid for the Corporation and consider whether or not it should waive the application of the Rights Plan in respect of such bid. In discharging such responsibility, the EFI Board is obligated to act honestly and in good faith with a view to the best interests of the Corporation.

    A number of recent decisions rendered by the Canadian securities regulators relating to shareholder rights plans have concluded that a board of directors faced with an unsolicited take-over bid will not be permitted to maintain a shareholder rights plan indefinitely to prevent the successful completion of the bid, but only for so long as the board of directors is actively seeking alternatives to the bid and there is a reasonable possibility that, given additional time, a value maximizing alternative will be developed.

    The Corporation’s Rights Plan does not preclude any shareholder from utilizing the proxy mechanism of the Business Corporations Act (Ontario), to promote a change in the management or direction of the Corporation, and will have no effect on the rights of holders of the EFI Common Shares to requisition a meeting of shareholders in accordance with the provisions of applicable legislation.

    The Rights Plan is not expected to interfere with the day-to-day operations of the Corporation, nor in any way alter the financial condition of the Corporation, impede its business plans, or alter its financial statements. In addition, the Rights Plan is initially not dilutive. However, if a “Flip-in Event” (described below) occurs and the Rights separate from the EFI Common Shares, reporting earnings per share and reported cash flow per share on a fully-diluted or non-diluted basis may be affected. In addition, holders of Rights not exercising their Rights after a Flip-in Event may suffer substantial dilution.

    Summary of the Rights Plan

    The following is a summary of the principal terms of the Rights Plan, which is qualified in its entirety by reference to the text of the Rights Plan Agreement.

    Effective Date
    The effective date of the Rights Plan is February 3, 2009.

    Term
    If the extension of the Rights Plan is not approved by EFI Shareholders at the Meeting, the Rights Plan will terminate at the conclusion of the Meeting. If the extension of the Rights Plan is approved by shareholders, the Rights Plan will terminate as of 5:00 p.m. (Toronto time) on the date of the Corporation’s annual meeting of shareholders held in 2015, at which time the Rights will expire, unless prior to that date, the Rights are terminated, redeemed, or exchanged by the EFI Board.

    17


    Issue of Rights
    To implement the Rights Plan, the EFI Board authorized the issuance of share purchase rights (“ Rights ”) to the current shareholders of the Corporation at the rate of one Right for each EFI Common Share outstanding as at 5:00 p.m. (Toronto time) on February 3, 2009 (the “ Record Time ”). In addition, one Right has been and will be issued with each EFI Common Share issued after the Record Time and prior to the earlier of the Separation Time (as defined below) and the redemption or expiration of the Rights.

    Rights Exercise Privilege
    The Rights will trigger (i.e. separate from the EFI Common Shares) (the “ Separation Time ”) and will become exercisable 10 Business Days after a person (an “ Acquiring Person ”) becomes the beneficial owner of 20% or more of, or commences or announces a take-over bid for, the Corporation’s outstanding Common Shares, other than by an acquisition pursuant to a Permitted Bid or a Competing Permitted Bid (each as defined below) or pursuant to certain other transactions as described in the Rights Plan. The acquisition by an Acquiring Person of 20% or more of the EFI Common Shares is referred to as a “ Flip-in Event ”.

    Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. By making any take-over bid other than a Permitted Bid or a Competing Permitted Bid prohibitively expensive for an Acquiring Person, the Rights Plan is designed to require any person interested in acquiring more than 20% of the EFI Common Shares to do so by way of a Permitted Bid or Competing Permitted Bid or to make a take-over bid which the EFI Board considers to represent the full and fair value of the EFI Common Shares.

    Prior to the rights being triggered, they will have no value and no dilutive effect on the EFI Common Shares.

    Flip-In Event
    A Flip-in Event is triggered in the event that a transaction occurs pursuant to which a person becomes an Acquiring Person. Upon the occurrence of a Flip-in Event, each Right (except for Rights beneficially owned by the Acquiring Person and certain other persons specified below) shall thereafter constitute the right to purchase from the Corporation upon exercise thereof in accordance with the terms of the Rights Plan that number of EFI Common Shares having an aggregate Market Price (as defined in the Rights Plan) on the date of the consummation or occurrence of such Flip-in Event equal to twice the Exercise Price (as defined in the Rights Plan and equal to $10.00) for an amount in cash equal to the Exercise Price. Accordingly, if one assumes a market price of $2 per share, each Right allows a shareholder to purchase 10 EFI Common Shares for $10, effectively allowing the exercising holders of Rights to acquire the EFI Common Shares at a 50% discount to the then prevailing market price and resulting in the issue of 10 EFI Common Shares for each Right, thus creating substantial dilution.

    The Rights Plan provides that, upon the occurrence of a Flip-in Event, Rights that are beneficially owned by: (i) an Acquiring Person or any affiliate or associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person, or any affiliate or associate of such Acquiring Person; or (ii) a transferee or other successor in title of Rights of an Acquiring Person (or of an affiliate or associate of an Acquiring Person or of any person acting jointly or in concert with an Acquiring Person or any associate or affiliate of an Acquiring Person) who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person; shall become null and void without any further action and any holder of such Rights (including transferees or successors in title) shall not have any right whatsoever to exercise such Rights under any provision of the Rights Plan.

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    Acquiring Person
    An Acquiring Person is a person who Beneficially Owns (as defined in the Rights Plan) 20% or more of the EFI Common Shares. An Acquiring Person does not, however, include the Corporation or any subsidiary of the Corporation, or any person who becomes the Beneficial Owner of 20% or more of the outstanding EFI Common Shares as a result of Permitted Bids, Competing Permitted Bids and certain other exempt transactions.

    Permitted Bids and Competing Permitted Bids

    A “ Permitted Bid ” is a take-over bid made by take-over bid circular in compliance with the following additional provisions:

    (1) the bid must be made to all holders of record of EFI Common Shares;

    (2) the bid must be open for a minimum of 60 days following the date that the bid circular is sent to shareholders and no EFI Common Shares may be taken up prior to completion of such 60-day period;

    (3) take-up and payment for the EFI Common Shares may not occur unless the bid is accepted by persons holding more than fifty percent (50%) of the outstanding EFI Common Shares, exclusive of EFI Common Shares held by the person responsible for triggering the Flip-in Event or any person who has announced a current intention to make, or who is making, a take-over bid for the EFI Common Shares of the Corporation and the respective affiliates and associates of such persons and persons acting jointly or in concert with such persons;

    (4) EFI Common Shares may be deposited into or withdrawn from the bid at any time prior to the take-up date; and

    (5) if the bid is accepted by the requisite percentage specified in (3) above, the bidder must extend the bid for a period of 10 business days to allow other shareholders to tender into the bid should they so wish and must make a public announcement to such effect.

    A “ Competing Permitted Bid ” is a take-over bid that satisfies all of the criteria of a Permitted Bid except that since it is made after a Permitted Bid has been made, the minimum deposit period and the time period for the take-up of and payment for EFI Common Shares tendered under a Competing Permitted Bid is not 60 days, but is instead the greater of 35 days (the minimum permitted by law) and the earliest date on which EFI Common Shares may be taken up under the prior Permitted Bid then in existence.

    Neither a Permitted Bid nor a Competing Permitted Bid need be approved by the EFI Board and may be taken directly to the shareholders of the Corporation. Acquisitions of EFI Common Shares made pursuant to a Permitted Bid or a Competing Permitted Bid do not give rise to a Flip-in-Event.

    Lock-up Agreements
    A “ Lock-Up Agreement ” is an agreement between an Offeror (as defined in the Rights Plan) and a person (the “ Locked-up Person ”) whereby the Locked-up Person agrees to deposit or tender EFI Common Shares held by the Locked-up Person to the Offeror’s take-over bid. Entering into a Lock-Up Agreement will not constitute a Flip-in-Event provided that the Lock-Up Agreement permits the Locked-up Person to withdraw its EFI Common Shares from the Lock-Up Agreement in order to tender or deposit the EFI Common Shares to another take-over bid or to support another transaction, where (i) the price per EFI Common Share offered under the other bid or transaction is higher than the offering price contained in or proposed to be contained in the offer to be made pursuant to the Lock-Up Agreement; or (ii) the number of EFI Common Shares to be purchased under the other bid or transaction is higher than the number of EFI Common Shares proposed to be purchased in the offer to be made pursuant to the Lock-Up Agreement and the price per EFI Common Share offered in such alternative bid or transaction is not less than that price contained in or proposed to be contained in the offer to be made pursuant to the Lock-Up Agreement.

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    Certificates and Transferability
    Prior to separation, the Rights will be evidenced by the EFI Common Share certificates and will not be transferable separately from the EFI Common Shares. EFI Common Share certificates do not need to be exchanged to entitle a shareholder to these Rights. A legend referring to the Rights Plan will be placed on all new share certificates for Common Shares issued by the Corporation following the Effective Date. From and after separation, the Rights will be evidenced by Rights certificates and will be transferable and traded separately from the EFI Common Shares.

    Redemption and Waiver
    The EFI Board may, at any time prior to the occurrence of a Flip-in Event, and subject to shareholder approval, elect to redeem all but not less than all of the Rights at a redemption price of $0.00001 per Right (the “ Redemption Price ”), appropriately adjusted in certain events. Rights will be deemed to automatically be redeemed at the Redemption Price where a person who has made a Permitted Bid, a Competing Permitted Bid or a take-over bid otherwise exempted by the Board, takes up and pays for the EFI Common Shares under the terms of the bid. If the EFI Board elects or is deemed to have elected to redeem the Rights, the right to exercise the Rights will terminate and each Right will, after redemption, be null and void and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Under the Rights Plan, the EFI Board has discretion to waive application of the Rights Plan to a take-over bid made by way of a takeover bid circular, subject to an automatic waiver with respect to all other take-over bids made while the waived take-over bid is outstanding. The EFI Board may also waive the application of the Rights Plan to a Flip-in Event which occurs through inadvertence, subject to the “inadvertent” Acquiring Person reducing its holding of the EFI Common Shares within an agreed upon time. Other waivers of the Rights Plan will require shareholder approval.

    Amendment
    The Rights Plan provides that prior to ratification by shareholders, the EFI Board may in its sole discretion supplement or amend the Rights Plan. Once the Rights Plan has been ratified by the shareholders, however, any amendments or supplements to the terms of the Rights Plan (other than for clerical errors or to maintain the Rights Plan’s validity and effectiveness as a result of changes in applicable legislation or regulatory requirements) will require prior shareholder approval. Changes arising from changes in applicable legislation will require subsequent shareholder ratification.

    Shareholder Approval
    The Rights Plan must be ratified by a majority of the votes cast thereon at a meeting of shareholders.

    The EFI Board recommends a vote FOR the resolution to approve and confirm the Rights Plan.

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    ACQUISITION OF TITAN

    At the Meeting, EFI Shareholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolutions, attached as Schedule A to this Circular, to approve the Acquisition of Titan under the CBCA pursuant to the terms of the Combination Agreement and the Plan of Arrangement.

    In order to complete the Acquisition, the Arrangement Resolutions must be approved by the affirmative vote of a simple majority of the votes cast by EFI Shareholders at the Meeting. Unless otherwise directed, it is EFI management’s intention to vote for the Arrangement Resolutions. If you do not specify how you want your EFI Common Shares voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting in favour of the Arrangement Resolutions.

    Reasons for the Transaction

    EFI is a uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona and New Mexico. EFI’s mission has been to build a fully integrated uranium and vanadium production company through exploration, development, mining, milling and sales, primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado and Utah) and in the broader western United States. In addition, EFI has a corporate strategy of consolidating prospective uranium properties within the western United States and has been actively seeking suitable acquisition candidates.

    EFI currently has two permitted mines in its mineral property portfolio: the Whirlwind Mine and the Energy Queen Mine. The Whirlwind Mine is located in the northern Uravan Mineral Belt approximately four miles southwest of Gateway, Colorado. The Energy Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah.

    On March 7, 2011, EFI was granted a license for the Piñon Ridge Uranium Mill facility to be constructed by EFI twelve miles west of Naturita, Colorado in western Montrose County. At the end of March 2011, EFI raised net proceeds of $10,123,000 by way of a short form prospectus offering. The proceeds have been used by EFI to fund the initiation of the detailed design engineering for the Piñon Ridge Mill, for continued exploration of the Whirlwind Mine and the Energy Queen Mine, the acquisition of additional mining properties, and for legal costs relating to a complaint against the issuance of the license for the Piñon Ridge Mill filed by a third party in state District Court in Colorado.

    The Acquisition is consistent with EFI’s consolidation strategy. If the Acquisition is completed, EFI will be amongst the largest holders of NI 43-101 compliant uranium resources in the US. In addition, in order to proceed with the construction of the Piñon Ridge Mill, EFI will require a substantial amount of financing, significantly in excess of EFI’s current market capitalization. EFI management and the EFI Board believe that by significantly expanding its uranium mineral resource base and potential production profile in the western United States, EFI will be better positioned to raise financing in the future.

    Titan’s Sheep Mountain Project, located in Fremont County, Wyoming, contains an estimated total Probable Mineral Reserve of 6,393,000 tons of resource with an average grade of 0.111% eU 3 O 8 and an estimated total Indicated Mineral Resource of 13,841,000 tons of resource with a grade of 0.110% (30,418,000 pounds eU 3 O 8 – low GT cut-off), 9,598,000 tons of resource with a grade of 0.130% (9,598,000 pounds eU 3 O 8 – medium GT cut-off) and 6,220,000 tons of resource with a grade of 0.154% (19,218,000 pounds eU 3 O 8 – high GT cut-off). (See “Information About Titan – Sheep Mountain Project – Mineral Resource and Mineral Reserve Estimates”).

    21


    Background to the Acquisition

    In late March 2011, EFI initiated preliminary discussions with Titan concerning a possible business combination. On April 4, 2011, the parties entered into a confidentiality agreement. During April and May, the parties carried out technical due diligence reviews of each other. In June 2011, the discussions were terminated, as the parties could not agree on the material terms of a potential transaction.

    On October 17, 2011, the Chief Executive Officers (“ CEO ”) of each of EFI and Titan met, along with representatives of Dundee Securities, to discuss the status of each company’s operations, and the parameters of a possible business combination. Between October 17 and October 19, 2011, EFI had further discussions with Titan’s management and with EFI’s financial advisor, Dundee Securities. On October 19, 2011, EFI submitted a letter of intent to Titan. Apart from provisions relating to an exclusive negotiating period and confidentiality, the proposed letter of intent was non-binding. Following a series of proposals and counter-proposals, EFI and Titan executed the letter of intent dated October 24, 2011 (the “ LOI ”), which set out the indicative terms on which EFI was prepared to make an offer to acquire all of the outstanding Titan Shares. The LOI set out, on a non-binding basis, the proposed Share Exchange Ratio of 0.68 of an EFI Share for each whole Titan Share, setting forth the basis for negotiation of the definitive general terms and conditions for the Plan of Arrangement. At a meeting of the EFI Board held on December 5, 2011, the EFI Board received a verbal fairness opinion from Dundee Securities in which Dundee Securities opined that the Share Exchange Ratio pursuant to the Arrangement is fair, from a financial point of view, to EFI Shareholders. (See “Fairness Opinion” below.) The Fairness Opinion is not intended to be and does not constitute a recommendation to any EFI Shareholder as to how to vote or act at the Meeting. After receiving such verbal opinion, and considering the factors outlined below, the EFI Board approved the Combination Agreement and Bridge Loan Agreement. EFI and Titan then signed the Combination Agreement and the Bridge Loan Agreement. EFI issued a press release announcing the Combination Agreement on December 6, 2011. See the more detailed discussion of the agreements below, under “Acquisition of Titan – Material Agreements Relating to the Acquisition”.

    The EFI Board unanimously recommends that Shareholders vote FOR the Arrangement Resolutions attached as Schedule A.

    Factors Considered by the EFI Board and Management

    In the course of their due diligence and evaluation of the Combination Agreement and Plan of Arrangement, the EFI Board consulted with EFI’s senior management and legal counsel, reviewed a significant amount of information and considered a number of factors including, among others, that the Plan of Arrangement would increase EFI’s scale and market presence in the uranium sector and consolidate and expand its US property holdings.

    In the course of its deliberations, the EFI Board also identified and considered a variety of risks (as described in greater detail under “Risk Factors” in this Circular and in EFI’s AIF) and potentially negative factors in connection with the Acquisition, including, but not limited to:

    22


    The EFI Board’s reasons for recommending the Acquisition include certain assumptions relating to forward-looking statements and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Information and Statements” and “Risk Factors” in this Circular and EFI’s AIF.

    The foregoing summary of the information and factors considered by the EFI Board is not intended to be exhaustive. The EFI Board’s recommendation was made after considering all of the above-noted factors and in light of the EFI Board’s knowledge of the business, financial condition and prospects of Titan and was also based on the advice of management. In addition, individual members of the EFI Board may have assigned different weights to different factors.

    Fairness Opinion

    EFI entered into an engagement letter with Dundee Securities pursuant to which, among other things, Dundee Securities agreed to provide EFI with an opinion as to the fairness, from a financial point of view, of the Share Exchange Ratio pursuant to the Arrangement to the EFI Shareholders. At a meeting held on December 5, 2011, Dundee Securities provided the EFI Board with a verbal opinion, subsequently confirmed in writing to the EFI Board, to the effect that, based upon and subject to the various assumptions, limitations and qualifications contained therein, the Share Exchange Ratio pursuant to the Arrangement is fair, from a financial point of view, to EFI Shareholders.

    The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Schedule C. The Fairness Opinion is not intended to be and does not constitute a recommendation to any EFI Shareholder as to how to vote or act at the Meeting. The Fairness Opinion was one of a number of factors taken into consideration by the EFI Board in considering the Arrangement. This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion and EFI Shareholders are urged to read the Fairness Opinion in its entirety.

    The Fairness Opinion was rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date of the Fairness Opinion and the conditions, prospects, financial and otherwise, of EFI and Titan, as applicable, as they are reflected in the information and documents reviewed by Dundee Securities and as they were presented to Dundee Securities. Subsequent developments may affect the Fairness Opinion. Dundee Securities has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to the attention of Dundee Securities after the date of the Fairness Opinion.

    Dundee Securities has acted as financial advisor to EFI in connection with the Arrangement and will receive a fee for its services, including a fee for the delivery of the Fairness Opinion and an additional fee that is contingent upon the completion of the Arrangement or any alternative transaction. EFI has also agreed to reimburse Dundee Securities for reasonable out-of-pocket expenses and to indemnify Dundee Securities in respect of certain liabilities as may arise out of its engagement.

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    Dundee Resources Limited, which owned 18.5% of the EFI Common Shares as at December 31, 2011, has entered into an EFI Support Agreement. Dundee Resources Limited is a wholly-owned subsidiary of Dundee Securities’ significant shareholder, Dundee Corporation. As of December 5, 2011, investment funds managed by Dundee Securities and sub-advised by Dundee Corporation owned or controlled less than 1% of the outstanding Titan Common Shares (1.3% assuming the exercise of Titan Warrants entitling such funds to acquire additional Titan Common Shares).

    The Acquisition – Securities Issuable by EFI

    If the Acquisition is completed, EFI will acquire all of the issued and outstanding Titan Common Shares, Titan will become a wholly-owned subsidiary of EFI and all Titan Shareholders will become EFI Shareholders. In addition, certain convertible securities of Titan will become exercisable to purchase EFI Common Shares.

    Upon completion of the Plan of Arrangement, the following transactions will occur:

    (a)

    EFI will issue 0.68 of an EFI Common Share for each whole outstanding Titan Common Share resulting in the issuance of up to 88,255,818 EFI Common Shares upon receipt of the Final Order;

       
    (b)

    the expiry date of each outstanding Titan Option will accelerate to the business day immediately preceding the Effective Date. If all currently outstanding Titan Options are exercised prior to the Effective Date, EFI will issue approximately 4,407,080 EFI Common Shares in exchange for the Titan Shares issuable upon exercise of such Titan Options; and

       
    (c)

    each outstanding Titan Warrant (being 20,652,191 Titan Warrants currently outstanding plus an additional 1,299,106 Titan Warrants which may be issued) will be exercisable into EFI Common Shares equal to 0.68 of an EFI Common Share for each whole Titan Common Share at an exercise price adjusted in accordance with the terms of the Titan Warrants, with each such Titan Warrant being exercisable until the current expiry date of the Titan Warrant.

    If any Titan Options and Titan Warrants are exercised prior to the Effective Date, the Titan Common Shares issued upon the exercise thereof will be acquired by EFI for EFI Common Shares in accordance with the Share Exchange Ratio. Each outstanding Titan Option that is not exercised prior to the Effective Date will expire on the business day immediately preceding the Effective Date.

    No fractional EFI Common Shares will be issued to former Titan Shareholders. The number of EFI Common Shares to be issued to former Titan Shareholders shall be rounded down to the nearest whole EFI Common Share in the event that a former Titan Shareholder is entitled to a fractional share representing less than a whole EFI Common Share.

    Pursuant to the Combination Agreement, Titan has agreed not to issue any additional securities of Titan until the Effective Date or the termination of the Combination Agreement, other than Titan Common Shares issuable upon the exercise of the Titan Options and Titan Warrants. Assuming no issuance of additional Titan securities (other than the issuance of Titan Common Shares upon the exercise of currently outstanding Titan Options), following completion of the Plan of Arrangement, a maximum of 107,589,778 EFI Common Shares will be issued and made issuable pursuant to the Arrangement, comprised of (i) 88,255,817 EFI Common Shares issuable in exchange for the 129,787,967 Titan Common Shares currently outstanding; (ii) up to 4,407,080 EFI Common Shares issuable in exchange for the up to 6,481,000 Titan Option currently outstanding, but only to the extent such Titan Options are exercised prior to the Effective Date; and (iii) approximately 14,926,881 EFI Common Shares will be reserved for issuance upon the exercise of Titan Warrants (being the 20,652,190 currently outstanding Titan Warrants plus an additional 1,299,106 Titan Warrants issuable upon exercise of currently outstanding Titan Warrants.) See “Information About EFI After Giving Effect to the Acquisition –Authorized and Issued Share Capital”.

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    In addition to the foregoing, upon completion of the Arrangement the Corporation will issue to Dundee Securities a number of EFI Common Shares having an aggregate market value of $425,000, valued based on the volume weighted average trading price of the EFI Common Shares for the five trading days immediately preceding the Effective Date. If such volume weighted average trading price of the EFI Common Shares is $0.295 (being the closing price of the EFI Common Shares on January 9, 2012), 1,440,678 EFI Common Shares would be issuable to Dundee Securities.

    The aggregate number of EFI Common Shares to be issued or made issuable pursuant to the Arrangement and the engagement arrangement with Dundee Securities is 109,030,456 EFI Common Shares, which represents 87.9% of the number of EFI Common Shares which are currently outstanding.

    EFI Shareholder Approval

    The TSX requires that shareholder approval be obtained in those instances where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. Accordingly, EFI Shareholders will be asked at the Meeting to approve the issuance of the EFI Common Shares to Titan Shareholders pursuant to the Share Exchange Ratio.

    The Arrangement Resolutions must be approved by at least a simple majority of the votes cast by EFI Shareholders, in person or represented by proxy, at the Meeting. The complete text of the Arrangement Resolutions to be presented to the Meeting is set forth in Schedule A to this Circular. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the Arrangement Resolutions set forth in the attached Schedule A.

    Titan Shareholder Approval and Court Approval

    The Acquisition is also subject to approval by the Titan Shareholders and such holders will be requested to vote and approve a resolution approving the Plan of Arrangement (the “ Titan Resolutions ”) at an annual and special meeting of such holders to be held on or about February 14, 2012 (the “ Titan Meeting ”). The requisite approval for the Titan Resolutions will be 66 2/3 % of the votes cast on the Titan Resolutions by Titan Shareholders, voting as a single class, present in person or by proxy at the Titan Meeting (“ Titan Shareholder Approval ”).

    The CBCA requires that Titan obtain court approval in respect of the Plan of Arrangement. On January 11, 2012, Titan obtained the Interim Order providing for the calling and holding of the Titan Meeting and other procedural matters and filed a petition for the Final Order to approve the Plan of Arrangement. The court hearing in respect of the Final Order is expected to take place at 9:45 a.m. (Vancouver time) on February 21, 2012, or as soon thereafter as counsel for Titan may be heard, subject to the approval of the Titan Resolutions at the Titan Meeting. The Court will consider, among other things, the fairness of the Plan of Arrangement to the Titan Shareholders. There can be no assurance that the Court will approve the Plan of Arrangement.

    Dissent Rights

    Pursuant to the Interim Order, Titan Shareholders may exercise rights of dissent under the manner set forth in Section 190 of the CBCA, as may be modified by the Final Order.

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    If any Titan Shareholders exercise their dissent rights and the Acquisition is completed, such holders will be entitled to be paid by Titan the fair value of such holder’s securities, provided that such holder duly dissents to the Plan of Arrangement and the Acquisition becomes effective.

    Material Agreements Relating to the Acquisition

    Combination Agreement

    The provisions of the Combination Agreement are the result of arm’s length negotiations conducted between representatives of EFI, Titan, and their respective legal and financial advisors.

    The Arrangement will be carried out pursuant to the Combination Agreement and the Plan of Arrangement contained therein. The following is a summary of the principal terms of the Combination Agreement and Plan of Arrangement. This summary does not purport to be complete and is qualified in its entirety by reference to the Combination Agreement, which has been filed by EFI on SEDAR at www.sedar.com, and to the Plan of Arrangement, which is attached as Schedule B to this Circular. EFI Shareholders are urged to read both the Combination Agreement and the Plan of Arrangement carefully and in their entirety.

    Transaction
    Pursuant to the Plan of Arrangement, EFI will become the holder of all of the issued and outstanding Titan Common Shares and Titan will become a wholly-owned subsidiary of EFI. EFI shall issue EFI Common Shares to the Titan Shareholders on the basis of the Share Exchange Ratio, subject to the terms of the Plan of Arrangement. Titan will apply to Court to obtain an Interim Order pursuant to subsection 192(3) of the CBCA which shall provide for, among other things, the notice of the Titan Meeting, the record date for the Titan Meeting, the requisite approval for the Titan Resolutions, the grant of dissent rights and the notice requirements for the presentation of the application to the Court for the Final Order. Once the Interim Order, EFI Shareholder Approval and Titan Shareholder Approval are obtained, Titan is to apply for the Final Order. Titan Options will expire on the business day immediately preceding the Effective Date and holders of Titan Warrants exercised following the Effective Date shall be entitled to receive the same number of EFI Common Shares which such holder would have been entitled to receive as a result of the Share Exchange Ratio, if, on the Effective Date, the holder had been the registered holder of the number of Titan Common Shares which such holder was previously entitled to purchase.

    Share Exchange Ratio
    Titan Shareholders will receive 0.68 of an EFI Common Share for each whole Titan Common Share owned pursuant to the Plan of Arrangement. Fractional EFI Common Shares will be rounded down to the nearest whole EFI Common Share.

    Representations, Warranties and Covenants
    The Combination Agreement contains certain representations, warranties and covenants made by EFI and Titan. These representations, warranties and covenants were made by and to the parties thereto for the purposes of the Combination Agreement and are subject to the limitations and qualifications agreed to by the parties in connection with negotiating and entering into the Combination Agreement.

    The representations and warranties provided to Titan by EFI relate to the following: (a) the organization of EFI; (b) the capitalization of EFI; (c) the authority of EFI to enter into certain agreements; (d) government approvals; (e) directors' approvals; (f) the material subsidiaries of EFI; (g) EFI’s other subsidiaries; (h) that EFI is not in default; (i) the absence of changes to EFI; (j) contracts and commitments; (k) employment agreements; (l) financial matters; (m) books and records; (n) litigation; (o) title to properties and condition of assets; (p) mineral reserves and resources; (q) operational matters; (r) insurance; (s) environmental matters; (t) tax matters; (u) pension and employee benefits; (v) reporting issuer status; (w) securities regulatory reports; (x) compliance with laws; (y) restrictions on business activities; (z) the lack of any cease trade orders; (aa) no options on assets; (bb) certain contracts; (cc) no indebtedness; (dd) no other agreement to merge; (ee) no other significant transactions; (ff) disclosure controls and procedures; (gg) accounting controls; (hh) disclosure of material contracts; (ii) foreign private issuer status; (jj) investment company status; (kk) that a shareholder vote is required; (ll) brokers' commissions payable; (mm) property and related payments; and (nn) 1934 Act matters.

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    The representations and warranties provided to EFI by Titan relate to the following: (a) organization of Titan; (b) capitalization of Titan; (c) authority of Titan to enter certain agreements; (d) government approvals; (e) directors' approvals; (f) Titan subsidiaries; (g) that there are no other subsidiaries of Titan; (h) that Titan is not in default; (i) absence of changes; (j) contracts and commitments; (k) employment agreements; (l) financial matters; (m) books and records; (n) litigation; (o) title to properties and condition of assets; (p) mineral reserves and resources; (q) operational matters; (r) insurance; (s) environmental; (t) tax matters; (u) pension and employee benefits; (v) reporting issuer status of Titan; (w) securities reports; (x) compliance with laws; (y) restrictions on business activities; (z) that there are no cease trade orders; (aa) no option on assets; (bb) certain contracts; (cc) no indebtedness; (dd) no other agreement to merge; (ee) no other significant transactions; (ff) disclosure controls and procedures; (gg) accounting controls; (hh) disclosure of material contracts; (ii) foreign private issuer status; (jj) investment company status; (kk) that a shareholder vote is required; (ll) brokers’ commissions payable; (mm) property and related payments; (nn) 1934 Act matters; (oo) U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (pp) Canadian exploration expenses.

    EFI has covenanted with Titan regarding certain matters, including, without limitation, with respect to the following: (a) timely information to Titan; (b) information for Titan’s information circular; (c) amendments for Titan’s information circular; (d) the Meeting; (e) the Circular’s compliance with all applicable Laws; (f) conducting EFI business in the ordinary course; (g) dividends, amalgamation, financings or capital reduction; (h) the listing of the EFI Common Shares issuable pursuant to the Acquisition on the TSX; (i) delivery of documents filed or received by EFI in connection with the transactions contemplated by the Combination Agreement; (j) EFI shall not do anything that would be out of the ordinary course of business and inconsistent with past practice; (k) EFI shall not enter into or modify any employment or similar agreement, increase any salary or bonus related payment or make any kind of loan to any officer, director, employee or consultant of EFI; (l) EFI shall maintain all current insurance; (m) EFI will carry out the terms of the Interim Order and the Final Order applicable to it, not take any action inconsistent with the provisions of the Combination Agreement and notify Titan of any material adverse effect; (n) EFI will not settle or compromise any claim; (o) EFI shall not, enter into, renew or modify in any respect any material contract except in the ordinary course of business, with the consent of Titan, as is necessary for the completion of the Arrangement or where to do so would not have a material adverse effect on EFI; (p) EFI will use all commercially reasonable best efforts to satisfy all conditions precedent to its obligations; (q) EFI will obtain consents, approvals and authorizations as are required to be obtained by EFI; (r) EFI will keep Titan informed of material decisions; (s) cooperate in the making of all necessary filings and applications under all applicable laws; (t) EFI shall use its commercially reasonable best efforts to conduct its affairs so that all of the representations and warranties of EFI shall be true and correct as of the Effective Date; (u) EFI will make available to Titan all documents as necessary to enable Titan to thoroughly examine EFI’s business; (v) the execution and delivery of closing documents; (w) composition of the EFI Board; (x) additions to management of EFI; (y) completion date of the Arrangement; (z) release of third party agreements; and (aa) EFI Shareholder Approval.

    Titan has covenanted with EFI regarding certain matters, including, without limitation, with respect to the following: (a) timely information to EFI; (b) information to Titan for the Circular; (c) Titan will hold a special meeting of Titan Shareholders; (d) the Titan information circular; (e) Titan will conduct its business only in the ordinary course of business; (f) dividends, amalgamation, financings or capital reduction; (g) delisting from TSX-V and FSE; (h) dissent rights; (i) amendments; (j) copy of documents; (k) certain prohibited actions of Titan; (l) employment arrangements; (m) certain actions of Titan; (n) no compromise; (o) contractual obligations of Titan; (p) satisfaction of Titan’s conditions; (q) Titan will keep EFI informed as to material decisions with respect to the operation of its business; (r) cooperation; (s) Titan’s representations; (t) confirmatory review by EFI; (u) execution and delivery of closing documents; (v) completion date; (w) release of third party agreements; (x) the Canadian Asset Sale; and (y) Titan’s management consulting services agreements.

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    In addition, these representations, warranties and covenants were made as of specified dates, may be subject to a contractual standard of materiality different from what may be viewed as material to EFI Shareholders or may have been used for the purpose of allocating risk between the parties rather than for the purpose of establishing facts. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed since the date of the Combination Agreement.

    Conditions Precedent
    The Combination Agreement contains mutual conditions precedent and customary conditions for the benefit of each of EFI and Titan.

    The obligations of EFI and Titan to complete the Arrangement are subject to the satisfaction of, among others, the following mutual conditions, which may be waived only with the consent of both EFI and Titan: (a) obtaining the Interim and Final Orders; (b) obtaining Titan Shareholder Approval; (c) obtaining EFI Shareholder Approval; (d) obtaining required consents; (e) no lawsuits (except as disclosed in the public disclosure records of each of EFI and Titan); (f) no action that would negatively affect the Arrangement; (g) prospectus exemptions for the distribution of the EFI Common Shares pursuant to the Arrangement; (h) U.S. registration exemption for the distribution of the EFI Common Shares pursuant to the Arrangement; (i) obtaining approval for listing of EFI Common Shares on the TSX; and (j) the Combination Agreement will not have been terminated.

    The obligation of EFI to complete the Arrangement is subject to the satisfaction of, among others, the following conditions, which may be waived by EFI: (a) performance by Titan with respect to all covenants and obligations in the Combination Agreement; (b) no material change in Titan’s representations and warranties; (c) no material adverse effect; (d) execution of support agreements by the relevant Titan parties; (e) no material change in employment arrangements; (f) no exercise of dissent rights exceeding 5% of outstanding Titan Common Shares; (g) no modification of the recommendation of Titan’s board of directors to its shareholders in favour of the Arrangement; (h) Titan will have taken all necessary corporate actions; (i) satisfactory due diligence; (j) no Titan equity financing; (k) acceleration of Titan Options; and (l) the completion of the Canadian Asset Sale.

    The obligation of Titan to complete the Arrangement is subject to the satisfaction of, among others, the following conditions, which may be waived by Titan: (a) performance by EFI with respect to all of the covenants and obligations in the Combination Agreement; (b) no material change in EFI’s representations and warranties; (c) no material adverse effect; (d) composition of EFI Board on completion of the Arrangement; (e) execution of EFI Support Agreements; (f) no material change in employment arrangements; and (g) EFI will have taken all necessary corporate actions.

    Covenants Relating to Non-Solicitation and Break Fee
    Subject to certain exceptions with respect to a transaction that could lead to an Acquisition Proposal or a Superior Proposal (both as defined in the Combination Agreement), Titan has agreed to certain covenants with respect to the non-solicitation of competing or alternative transactions with respect to the business of Titan. Titan agreed to immediately cease all solicitations; request the return of information regarding Titan; and handle its third party confidentiality agreement, standstill or similar agreement or obligation so as to not harm the Acquisition. Titan has further agreed that it will not directly or indirectly solicit or enter into an Acquisition Proposal except as set out in the Combination Agreement. Should Titan receive a request relating to a potential or actual Acquisition Proposal, a request for discussions or a request for information, Titan is required to notify EFI of such activity. If an Acquisition Proposal is made, EFI would then have the opportunity, but not the obligation, to offer in writing, within seven business days of such notification by Titan, to amend the terms of the Combination Agreement and the Titan Board shall then review such revised offer in good faith.

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    If the Combination Agreement is terminated as a result of certain events then the Party whose conduct has resulted in the termination shall pay to the other party an aggregate of $500,000.

    Amendment
    The Combination Agreement may, at any time and from time to time before or after the holding of the Titan Meeting, be amended by mutual written agreement of EFI and Titan, subject to applicable laws and further notice to or authorization on the part of the Titan Shareholders. The Court may also amend the Plan of Arrangement in the Interim Order.

    Termination
    The Combination Agreement may be terminated at any time prior to the Effective Date by mutual written consent of EFI and Titan or by either EFI or Titan upon the occurrence of certain prescribed events, including but not limited to, (i) the board of directors of Titan has made a Change in Recommendation (as defined in the Combination Agreement); or (ii) Titan has entered into a definitive agreement with respect to a Superior Proposal; (c) by Titan in order for Titan to enter into a definitive written agreement with respect to a Superior Proposal; (d) by EFI if the required Titan Shareholder Approval is not obtained; (e) by Titan if the required EFI Shareholder Approval is not obtained; (f) by either party if any of the mutual conditions precedent have not been satisfied by the Completion Date or where it is clear that the condition cannot be satisfied prior to the Completion Date; (g) by EFI, if any condition precedent to its obligations have not been satisfied by the Completion Date; (h) by Titan, if any condition precedent to its obligations have not been satisfied by the Completion Date; (i) by EFI if there is a material breach by Titan of its covenants under the Combination Agreement; (j) by Titan if there is a material breach by EFI of its covenants under the Combination Agreement, or (k) by either party, if the Effective Date of the Acquisition does not occur on or before the Completion Date.

    Upon termination of the Combination Agreement, no party thereto shall have any liability or further obligation to any other party thereunder other than with respect to confidentiality, except if the termination fee of $500,000 is payable to a party in connection with a breach of the agreement.

    Expenses of the Arrangement
    All fees, costs and expenses incurred in connection with the Combination Agreement and the Plan of Arrangement will be paid by the party incurring such fees, costs or expenses.

    Support Agreements

    EFI Support Agreements were completed by each officer and director of EFI as well as the two largest EFI Shareholders in connection with the Combination Agreement and Plan of Arrangement. This summary does not purport to be complete and is qualified in its entirety by reference to the EFI Support Agreement, which has been filed by EFI on SEDAR at www.sedar.com. EFI Shareholders are urged to read the EFI Support Agreement carefully in its entirety.

    Each director and officer of Titan and the two largest Titan Shareholders also executed support agreements with respect to the voting of their Titan Common Shares at the Titan Meeting.

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    Covenants
    Pursuant to the EFI Support Agreement dated as of December 5, 2011, the securityholder agrees to, among other things, support the Arrangement and to vote all of the shares beneficially owned or controlled by such holder in favour of the Arrangement Resolutions at the Meeting. The securityholder agrees not to exercise any dissent rights or shareholder rights or option, sell, assign or otherwise encumber or convey any interest in their EFI Common Shares or enter into any voting agreement other than the EFI Support Agreement. The securityholder further agrees not to engage in any activity that would be contrary to the Plan of Arrangement.

    Representations and Warranties
    The securityholders made certain representations and warranties including, but not limited to, that they are the beneficial owner of the EFI Common Shares, as set out in the Support Agreements and such party has the sole right to vote all of their EFI Common Shares.

    Termination
    The EFI Support Agreement may be terminated at any time by mutual consent of EFI, Titan and the securityholder, by the securityholder if EFI, has not complied in any material respect with its covenants under the EFI Support Agreement, if any representation or warranty is untrue or incorrect in any material respect or by EFI if the Arrangement Resolution is not approved by the requisite majority of EFI Shareholders or if the Combination Agreement is terminated in accordance with its terms.

    Bridge Loan

    In connection with the Combination Agreement and completion of the Plan of Arrangement, EFI and Titan USA entered into a loan agreement dated as of December 5, 2011 whereby EFI will make available to Titan USA a loan of up to US$1,000,000.00, subject to certain terms and conditions. The following is a summary of the principal terms of the Bridge Loan. This summary does not purport to be complete and is qualified in its entirety by reference to the Bridge Loan Agreement, which has been filed by EFI on SEDAR at www.sedar.com. EFI Shareholders are urged to read the Bridge Loan Agreement carefully in its entirety

    Loan and Disbursement
    EFI has agreed to lend and Titan USA has agreed to borrow from EFI up to US$1,000,000. The initial advance of US$500,000 was made by promissory note concurrently with the second advance of $300,000 from Pinetree Resource Partnership in connection with the Pinetree Bridge Loan. The Bridge Loan will be used for work on the Sheep Mountain Property. The Bridge Loan will be advanced to Titan USA, as and when requested by Titan and approved by EFI, no more frequently than once per calendar month for a maximum amount of up to US$1,000,000. On January 9, 2012, EFI received a draw request for the balance of US$500,000 from Titan USA.

    Interest and Repayment
    Titan USA will pay interest on the unpaid principal balance of each advance at the rate of 5.0% per annum. Titan USA is to pay the principal balance of the Bridge Loan together with all unpaid accrued interest no later than the Completion Date.

    Security
    The obligations of Titan USA under the Bridge Loan Agreement are secured by a first priority mortgage on the Sheep Mountain Property and a guaranty to EFI made by Titan as guarantor.

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    Conditions Precedent
    EFI’s obligations under the Bridge Loan Agreement are subject to certain conditions precedent including true and correct representations and warranties of Titan USA, the delivery to EFI of a fully executed promissory note, mortgage, guaranty and form of draw request and no default on Titan USA’s behalf.

    Covenants of Titan USA
    Titan USA made certain covenants to EFI including, without limitation, that it shall continue to conduct its business in the ordinary course and will maintain and insure the Sheep Mountain Property and any required governmental approvals in connection with the operations thereon. Titan USA further covenanted that it will maintain compliance with all applicable laws, provide EFI with access to its books and records as requested and make all payments of obligations when due. Titan USA also agreed to not create or incur any additional indebtedness, other than the Pinetree Bridge Loan, without EFI’s prior written consent or create or allow for any type of encumbrance on the Sheep Mountain Property.

    Indemnification
    The Bridge Loan Agreement provides for certain indemnities in favour of EFI against any actions brought against it as a result of credit having been extended to Titan USA except to the extent that any such action resulted from EFI’s negligence or wilful misconduct.

    General Provisions
    The Bridge Loan shall become immediately due and payable upon the occurrence of any event of default by Titan including, but not limited to, non-payment of loan, incorrect representation or warranty, default in covenants, voluntary insolvency, or involuntary insolvency. The Bridge Loan Agreement is not assignable without the prior written consent of EFI. Amendments may only be made in writing by EFI and Titan USA.

    Risk Factors

    As a mining company, EFI is subject to a number of risks. In addition to general corporate, financial and operational risks as outlined in the AIF, which is incorporated by reference herein, EFI is also subject to a number of specific risks relating to the Acquisition.

    Risks of Proceeding with the Acquisition

    Market Value of EFI Common Shares
    Pursuant to the Acquisition, each Titan Shareholder will be entitled to receive 0.68 of an EFI Common Share for each whole Titan Common Share held. Regardless of market fluctuations, the Share Exchange Ratio will not be adjusted to reflect any changes in the market value of EFI Common Shares at the Effective Time of the Acquisition (as defined in the Plan of Arrangement). The market value of the EFI Common Shares at the Effective Time may vary significantly from the market value immediately prior to the announcement of the Acquisition and at the date of this Circular. The market value may increase or decrease, but neither of these occurrences will change the Share Exchange Ratio. Variations in the market value of EFI Common Shares may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of EFI, Titan and EFI following the completion of the Acquisition, regulatory considerations, general market and economic conditions, changes in uranium prices and other factors over which EFI has no control.

    The issuance of a significant number of EFI Common Shares could adversely affect the market price of EFI Common Shares. If the Acquisition is completed, a significant number of additional EFI Common Shares will be issued, and may be issued upon the exercise of Titan Options or Titan Warrants prior to the Effective Date and Titan Warrants following the Effective Date, and will become available for trading in the public market. The increase in the number of EFI Common Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, EFI Common Shares.

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    Conditions to Complete the Acquisition
    There are a number of conditions precedent to the Acquisition which are outside the control of EFI, including, but not limited to, approval of the Arrangement Resolutions and required satisfaction of the regulatory conditions to closing. Further, Titan is required to have completed its Canadian Asset Sale prior to the Completion Date and to obtain shareholder approval for the Acquisition. If for any reason such conditions to the Acquisition are not satisfied or waived and the Acquisition is not completed, the market price of EFI Common Shares may be adversely affected.

    Each of EFI and Titan has the right to terminate the Combination Agreement in certain circumstances. There is no certainty that the Combination Agreement will not be terminated by either EFI or Titan before the completion of the Acquisition. For example, each of EFI and Titan has the right, in certain circumstances, to terminate the Combination Agreement if changes occur that, in the aggregate, have a material adverse effect on Titan or EFI, respectively. There is no assurance that a change having a material adverse effect on EFI or Titan will not occur before the Effective Date, in which case Titan or EFI, as the case may be, could elect to terminate the Combination Agreement and the Acquisition would not proceed.

    Risks of Not Proceeding with the Acquisition

    Existing Operational Risk and Costs
    If the Acquisition is not completed, EFI will continue to face all of the existing operational and financial risks of its business as described in the documents incorporated by reference herein. There will have been certain costs related to the Acquisition, such as legal and accounting fees incurred, that must be paid even if the Acquisition is not completed. There are also opportunity costs associated with the diversion of management attention away from the conduct of EFI’s business in the ordinary course.

    Impact on Share Price and Future Business Operations
    If the Acquisition is not completed, there may be a negative impact on the price of EFI Common Shares, future business and operations to the extent that the current trading price of EFI Common Shares reflects an assumption that the Acquisition will be completed. The price of EFI Common Shares may decline if the Acquisition is not completed.

    Penalty Provisions
    In the event that the Combination Agreement is terminated as a result of certain events or because of a material breach of covenants, then the party whose conduct has resulted in the termination is required to pay the other party a break fee of $500,000. Circumstances may arise where EFI may be required to terminate the Combination Agreement and incur the break fee.

    Risks Related to EFI Following the Acquisition

    Post-Acquisition Success
    EFI may not realize the currently anticipated benefits of acquiring Titan due to challenges associated with integrating the operations of Titan. The success of EFI following the Acquisition will depend in large part on the success of EFI’s management in integrating the operations of Titan with those of EFI. The failure of EFI to achieve such integration could result in the failure of EFI to realize the anticipated benefits of the Acquisition and could impair the results of operations, profitability and financial results of EFI.

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    Dilution
    Issuances of EFI Common Shares including upon completion of the Acquisition will result in a substantial dilution of the equity interests of any person who may become an EFI Shareholder as a result of or subsequent to the Acquisition.

    Environmental Laws
    EFI is subject to a broad range of environmental laws and regulations in the jurisdictions in which it operates and will be exposed to potentially significant environmental costs and liabilities. By acquiring Titan, EFI will be subject to additional liability for any environmental damage occurring on the Sheep Mountain Property or other mining projects of Titan under such environmental laws. These laws and regulations, as interpreted by relevant agencies and the courts, impose increasingly stringent environmental protection standards regarding, among other things, air emissions, wastewater storage, treatment and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, and the remediation of environmental contamination. The costs of complying with these laws and regulations, including participation in assessments and remediation of sites, could be significant. In addition, these standards can create the risk of substantial environmental liabilities, including liabilities associated with divested assets and past activities.

    Financing Risks
    If the Acquisition is completed, additional funding will be required to further develop the Piñon Ridge Mill and expand exploration and production programs on the Sheep Mountain Project. If EFI’s proposed programs are successful, additional funds will be required for the building of the Piñon Ridge Mill, and the mining of uranium from the Sheep Mountain Project. The primary sources of future funds presently available to EFI are the sale of equity capital, or the offering by EFI of an interest in its properties to be earned by another party or parties carrying out exploration or development thereof. There is no assurance that any such funds will be readily available for operations. Failure to obtain additional financing on a timely basis could cause EFI to reduce, delay or terminate its proposed operations, with the possible loss of such operations.

    INFORMATION ABOUT EFI

    Overview and Corporate Structure

    Name, Address and Incorporation

    EFI is a public company continued under the laws of Ontario. EFI was incorporated on June 24, 1987 in the Province of Alberta under the name Volcanic Metals Exploration Inc. On September 2, 2005, it was continued under the Business Corporations Act (Ontario). Volcanic Metals Exploration Inc. changed its name to Energy Fuels Inc. on May 26, 2006.

    The registered office of the Corporation is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6. The principal office of EFI’s U.S. subsidiaries is located at Suite 600, 44 Union Blvd., Lakewood, Colorado, 80228 USA.

    For information relating to the business of EFI and EFI’s material mineral properties, please see EFI’s AIF filed on SEDAR, which is incorporated by reference in this Circular.

    33


    Intercorporate Relationships

    The following chart lists all of the Corporation’s material subsidiaries, their respective jurisdictions of incorporation, and the Corporation’s ownership interest in each:


    Business of EFI

    The Corporation is a Toronto, Ontario based uranium and vanadium exploration and mine development company listed on the TSX. The Corporation’s mission has been to build a fully integrated uranium and vanadium production company through exploration, development, mining, milling and sales; primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado and Utah) and in the broader western United States.

    EFI currently has two permitted mines in its mineral property portfolio. The Whirlwind Mine is located in the northern Uravan Mineral Belt approximately four miles southwest of Gateway, Colorado. The Energy Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah. Energy Queen’s permit was transferred by Denison Mines (USA) to EFI in January 2008.

    A full description of the Corporation&#146;s business and its material mineral properties is set out in the AIF, which is incorporated herein by reference. A copy of the AIF is available on SEDAR at www.sedar.com and on the Corporation&#146;s website.

    Management will continue to pursue and evaluate strategic options, including partnerships, joint ventures and acquisition opportunities that enhance shareholder value and which fit within the Corporation’s mineral resource development strategy. In the past, funding for exploration and development operations has been obtained through equity offerings. Future operations (and the ability to meet mineral property option commitments) are dependent upon the Corporation’s continuing ability to finance expenditures and achieve profitable operations. The Corporation continues to evaluate other funding sources such as debt, joint ventures, non-core asset divestitures, strategic partnerships and project financing to finance its growth.

    34


    Prior Sales

    EFI Common Shares are listed for trading on the TSX under the symbol “EFR”. The following table sets forth details of the issuance of EFI Common Shares, EFI Options and EFI Warrants for the 12-month period prior to the date of this Circular.

    EFI Common Shares      
              Date of Issuance Type of Security Number of Securities Issuance Price
    January 11, 2011
    Common Shares
    (Option Exercise)
    100,000
    $0.20
    January 20, 2011
    Common Shares
    (Option Exercise)
    100,000
    $0.35
    February 1, 2011
    Common Shares
    (Property Acquisition)
    1,046,067
    $1.15
    February 9, 2011
    Common Shares
    (Option Exercise)
    29,000
    $0.45
    February 10, 2011
    Common Shares
    (Property Acquisition)
    1,064,895
    $0.94
    February 16, 2011
    Common Shares
    (Option Exercise)
    195,000
    $0.45
    February 17, 2011
    Common Shares
    (Option Exercise)
    33,000
    $0.45
    March 31, 2011

    Units (one EFI
    Common Share and
    one-half EFI Warrant (1) )
    23,000,000

    $0.50

    March 31, 2011 Compensation Warrants 1,610,000 (2)
    April 26, 2011
    Common Shares
    (Property Acquisition)
    150,296
    $1.32

    Notes:
      (1) Each whole warrant is exercisable at $0.65 per share until March 31, 2015.

    (2)

    The compensation warrants were issued as partial consideration for the agents’ services in connection with the prospectus distribution of 23,000,000 units. Each compensation warrant is exercisable for one EFI Common Share at $0.50 until October 1, 2012.

    Trading Price and Volume

    The following table sets forth, for the periods indicated over the past 12 months prior to the date of this Circular, the reported high and low trading prices and aggregate trading volume of the EFI Common Shares on the TSX.

                          Period High ($) Low($) Average Daily Volume
    December 2011    $0.34  $0.28                  119,200
    November 2011    $0.145  $0.295                  91,945
    October 2011    $0.465  $0.20                  193,446
    September 2011    $0.33  $0.22                  117,687
    August 2011    $0.385  $0.285                  162,642
    July 2011    $0.435  $0.36                  200,464
    June 2011    $0.42  $0.315                  177,510
    May 2011    $0.485  $0.365                  240,876
    April 2011    $0.60  $0.44                  503,654
    March 2011    $1.14  $0.415                  2,346,760
    February 2011    $1.59  $1.11                  867,418
    January 2011    $1.45  $0.81                  1,140,453

    35


    INFORMATION ABOUT TITAN

    Information pertaining to Titan has been furnished by Titan or is derived from information provided by Titan.

    Overview and Corporate Structure

    Name, Address and Incorporation

    Titan is a public company continued pursuant to the CBCA. Titan was originally incorporated in Yukon on January 28, 1999 as Ceduna Capital Corp. and was thereafter continued into British Columbia on March 31, 2005 and under the CBCA on February 19, 2009. On May 30, 2005, it changed its name to Titan Uranium Exploration Inc. and then to Titan Uranium Inc. on June 24, 2005.

    Titan’s head office is located at 3rd Floor, Bellevue Centre, 235 – 15th Street, West Vancouver, BC V7T 2X1. Its U.S. office is located at 2510 15th St., Suite 7, Casper, WY 82609.

    Intercorporate Relationships

    Titan owns all of the issued and outstanding shares of Uranium Power Corp. (“ UPC ”), a corporation incorporated under the laws of British Columbia, which owns 100% of Titan USA, a corporation incorporated under the laws of Nevada.

    General Development of the Business

    Titan is a development stage company engaged in the exploration and development of uranium properties in Canada and the United States. Its land holdings include a 100% interest in the Sheep Mountain Property which has mineral resources and mineral reserves of 6,393,000 tons (average grade 0.111% eU 3 O 8 ) of NI 43-101-compliant mineral reserves and 13,841,000 tons (low cut-off grade-thickness, average grade 0.111% e U 3 O 8 ), 9,598,000 tons (mid cut-off grade-thickness, average grade 0.130% e U 3 O 8 ) or 6,220,000 tons (high cut-off grade-thickness, average grade 0.154% e U 3 O 8 ) of indicated mineral resources. In addition, Titan has mineral properties in Nunavut and Saskatchewan. The Nunavut and Saskatchewan properties form part of the Canadian Asset Sale.

    History

    On July 31, 2009, Titan acquired all of the issued and outstanding shares of UPC by way of a plan of arrangement. Prior to the Titan – UPC merger, UPC held a 50% interest in the Sheep Mountain, Breccia Pipes, Burro Canyon and Green River North properties in a joint venture with Uranium One Ventures USA Inc. (“ Uranium One ”). Titan then entered into an agreement to acquire the remaining 50% of the Sheep Mountain Property and Green River North properties pursuant to a purchase and sale agreement dated August 25, 2009. Pursuant to this agreement, Titan sold a 50% interest in its Breccia Pipes, Arizona and Burro Canyon, Colorado projects. When the Titan – UPC merger was completed on October 1, 2009, Titan acquired the remaining 50% interest in the Sheep Mountain and Green River North properties, and disposed of the remaining interest in Breccia Pipes and Burro Canyon.

    As a result of a transaction completed with Titan’s joint venture partner Uranium One, Titan owned 100% of the Sheep Mountain and Green River North properties. Titan subsequently sold the Green River North property to EFI. In exchange for Uranium One’s interest in the Sheep Mountain and Green River North properties, Titan paid US$850,000 and agreed to pay an additional US$2,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds US$65 per pound within three years. An additional US$4,000,000 is payable if the month-end spot uranium price exceeds US$85 per pound within three years. Titan also assumed the remaining 50% of the asset retirement obligation related to Sheep Mountain that was not previously recognized. The ownership of the Sheep Mountain Project was subsequently transferred to Titan’s wholly-owned subsidiary, Titan USA.

    36


    On July 31, 2011, the August 25, 2009 purchase and sale agreement was amended to restructure the derivative payments made to Uranium One based on the month-end spot price of uranium. On August 3, 2011, Titan USA paid $1 million in cash to Uranium One and on July 31, 2012, will pay $1 million in cash plus accrued interest from July 31, 2011 until the date of payment at a rate equal to 5% per annum. Titan also issued 500,000 warrants to purchase shares of Titan exercisable at $0.21 for a period of two years to Uranium One on August 3, 2011.

    Sheep Mountain Project

    The following information was derived from the Sheep Mountain Technical Report dated March 1, 2011 prepared by Douglas L. Beahm, P.E., P.G. of BRS Inc. (“ BRS ”).

    Project Description and Location

    The Sheep Mountain Project is located in Sections 4, 5, 9, 15, 16, 17, 20, 21, 22, 27, 28, 29, 30, 31, 32, and 33, Township 28 North, Range 92 West at approximate Latitude 42º 24’ North and Longitude 107º 49’ West, within the Wyoming Basin physiographic province in the Great Divide Basin at the northern edge of the Great Divide Basin. The project is approximately 8 miles south of Jeffrey City, Wyoming.

    The Sheep Mountain Project is comprised of 152 unpatented mining claims on land administered by the U.S. Bureau of Land Management (“ BLM ”), and about 791 acres of State of Wyoming leases, ML 0-15536 and ML 0-41066 located in Section 16 and Section 5, Township 28 North, Range 92 West. There are approximately 630 acres of private lease lands in Section 20, 29, 31, 32, and 33. The combination of the land holdings comprises some 4,147 acres and gives Titan USA the mineral rights to the resources as defined in the Congo Pit and Sheep Underground mine areas.

    To maintain these mineral rights, Titan USA must comply with the state lease provisions including annual payments with respect to the State of Wyoming leases, private leases, BLM and Fremont County, as well as Wyoming filing and/or annual payment requirements to maintain the validity of the unpatented mining lode claims.

    Uranium mining in Wyoming is subject to both a gross products and mineral severance tax. The project is subject to an overall sliding scale royalty of 1 to 4% due to Western Nuclear Corporation (“ Western Nuclear ”), based on the Nuclear Exchange Corporation (“ NUEXCO ”) Exchange Value. This royalty is currently at its maximum rate of 4%. Additional royalties vary from $0.50 per pound produced to 5% gross royalty to other private parties and there is a 5% gross royalty due to the State of Wyoming for the Section 16 state lease. At the federal level profit from mining ventures is taxable at corporate income tax rates. However, for mineral properties depletion tax credits are available on a cost or percentage basis whichever is greater. For uranium, the percentage depletion tax credit is 22%, among the highest for mineral commodities.

    The surface rights to the lands encompassing the Sheep Mountain Project include the lands located within the state lease administered by the Wyoming State Lands and Investment Division, lands associated with unpatented mining lode claims administered by the BLM and lands associated with private leases.

    37


    Accessibility

    The Sheep Mountain Project is located at approximate Latitude 42º 24’ North and Longitude 107º 49’ West within the Wyoming Basin physiographic province in the Great Divide Basin at the northern edge of the Great Divide Basin in Fremont County, Wyoming and within the historic Crooks Gap/Green Mountain Uranium Mining District of Wyoming. With regard to the socioeconomic and political environment, this area was a uranium mining and production center for over 30 years. Although a new mine operation may have detractors, the area has a mining history and a climate generally favourable for mining. The project is approximately 8 miles south of Jeffrey City, Wyoming. Sheep Mountain is accessible via 2-wheel drive on existing county and two-track roads.

    In order to conduct exploratory logging and drilling of the property, Titan USA was required to file a Drilling Notification (“ DN ”), post a bond, and obtain a permit from the State of Wyoming Department of Environmental Quality/ Land Quality Division (“ WDEQ/LQD ”). The DN is in good standing and remains active. Recent drilling was limited to the State of Wyoming lease.

    Mine development would require a number of permits depending on the type and extent of development, the major permit being the actual mining permit issued by the WDEQ/LQD. The mine permit from US Energy Corporation’s Sheep Mountain Mines (Permit # 381C) is current and has been transferred to Titan USA. In addition, BLM would require NEPA clearances on federal lands. Wyoming is not an Agreement State with the U.S. Nuclear Regulatory Commission (“ USNRC ”). Thus, the USNRC would regulate mineral processing activities.

    There are no pre-existing mineral processing facilities or related wastes on the property. However, the Green Mountain Ion Exchange facility was located within the project limits. This facility was licensed by the USNRC and was decommissioned and reclaimed in accordance with its license conditions.

    Climate

    The Sheep Mountain Project falls within the intermountain semi-desert weather province. Titan USA has established an on-site remote weather station which will record temperature, precipitation (rain and snow), barometric pressure, and wind speed.

    Physiography

    Topography consists of rounded hills with moderate to steep slopes. Elevations range from 6,600 ft. up to 8,000 ft. above sea level. The ground is sparsely vegetated with sage and grasses and occasional small to medium sized pine trees at the higher elevations.

    Infrastructure

    In addition to access roads, some infrastructure is present on the site. The site is accessible over the multiple drill trails covering the area. The former mine operations had electric and natural gas service. The electric power lines are in place. Electric service can be provided by Rocky Mountain Power who provided a rate schedule for use in the pre-feasibility study. Rocky Mountain Power indicated that upgrading of the service lines would be necessary due to their age. It is not currently known if natural gas service can be re-established or at what rate.

    Along with the mineral title various water rights were conveyed to Titan. These water rights include the Sheep I and II shafts and various wells for which the total water right is in excess of 3,000 gallons per minute. Water quality in the Sheep I Shaft has been tested and treatment for discharge evaluated. With treatment for radium through the addition of barium chloride and other minor reagents the mine waters can be treated and discharged. The mine waters would also be suitable for mineral processing make up water, dust control and other consumptive uses.

    38


    History

    Uranium was first found in the Crooks Gap district which includes the Sheep Mountain area in 1955. Three companies dominated the district by the mid-1950s: Western Nuclear, Phelps Dodge and Continental Uranium. Western Nuclear built the Split Rock Mill at Jeffrey City in 1957 and initiated production from the Paydirt pit in 1961, Golden Goose 1 in 1966 and Golden Goose 2 in 1970. Phelps Dodge was the principal shareholder and operator of the Green Mountain Uranium Corporation’s Ravine Mine which began production in 1956. Continental Uranium developed the Seismic Pit in 1956, the Seismic Mine in 1957, the Reserve Mine in 1961 and the Congo Decline in 1968. In 1967, Continental Uranium acquired the Phelps Dodge properties and in 1972, Western Nuclear acquired all of Continental Uranium’s Crooks Gap holdings. During the mid-1970s, Phelps Dodge acquired an interest in Western Nuclear which began work on Sheep Mountain I in 1974, the McIntosh Pit in 1975 and Sheep Mountain II in 1976. Production from the area ceased in 1982 and U.S. Energy-Crested Corp (“ USECC ”) acquired the properties from Western Nuclear in 1988.

    In December 2004, UPC (then known as Bell Coast Capital) entered into a purchase and sale agreement with USECC to acquire a 50% interest in the Sheep Mountain property. The acquisition was completed in late 2007 with aggregate payments to USECC of $7.05 million and the issuance of 4 million common shares to USECC. USECC sold all of its uranium assets, including its 50% interest in Sheep Mountain, to Uranium One in April 2007.

    Titan USA acquired UPC’s 50% interest in the property when Titan acquired UPC by a plan of arrangement in July 2009. The remaining 50% interest was purchased from Uranium One on October 1, 2009, with the following terms: (i) an initial cash payment of US$750,000 for Uranium One’s 50% interest in Sheep Mountain; (ii) a payment of US$2,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds US$65.00 per pound within three years of the closing date, payable within six months; (iii) a further payment of US$4,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds US$85.00 per pound within three years of the closing date, payable within twelve months. Production reports for the district, for the period from 1976 to 1982, vary from 17.4 million lbs., (USE document) to 13.8 million lbs. (Irwin, 1998). Production from the Sheep Mountain I is reported to be 312,701 tons at 0.107% U 3 O 8 . Subsequent to closure of the Sheep Mountain I by Western Nuclear, during April to September, 1987, Pathfinder Mines Corp. (“ PMC ”) mined a reported 12,959 tons, containing 39,898 pounds of uranium at an average grade of 0.154 U 3 O 8 from Sheep Mountain I. The following year during May to October, 1988 USE mined 23,000 tons from Sheep Mountain I, recovering 100,000 lbs. of uranium for a mill head grade of 0.216% U 3 O 8 . The material was treated at PMC’s Shirley Basin mill, 130 miles east of the mine. The mines were allowed to flood in 2000.

    Geological Setting

    Within the project area surficial geologic exposures include:

     
  •  
  • Quaternary alluvial and colluvial deposits mapped as;

     
  •  
  • Qal - Quaternary Alluvium

     
  •  
  • Qf –Quaternary Floodplain (colluvium)

     
  •  
  • Tertiary Battle Spring Formation (Eocene);

     
  •  
  • Tb Member B (Upper)

     
  •  
  • Tb Member A (Lower)

    39


    The Battle Spring is Eocene in age. Prior to deposition of the Battle Spring and subsequent younger Tertiary formations including the White River and Split Rock Formations, underlying Paleocene, Cretaceous and older formations were deformed during the Laramide Orogeny. During the Laramide Orogeny faults including the Emigrant Thrust Fault, at the northern end of the project area, were active and displaced sediments by over 20,000 feet (Rackely, 1975). Coincident with this mountain building event Paleocene and older formations were folded in a series of en echelon anticlines and synclines generally trending from southeast to northwest. The Battle Spring was deposited unconformably on an erosional landscape influenced by these pre-depositional features. Initial stream channels transporting clastic sediments from the Granite Mountains formed in the synclinal valleys. With continued erosion of the Granite Mountains and deposition of sediments into the surrounding basins, the pre-tertiary surface was buried successively by the Battle Spring, White River, and Split Rock formations. The formations once blanketed the entire area. Subsequently, the Granite Mountains collapsed forming a series of normal faults including the Kirk Normal Fault at the northern end of the project. Within the Battle Spring in the project area limited faulting has been observed and where present displacement is minor. The largest reported displacement from the historic mining is four feet. The Battle Spring is folded with a series of southeast plunging anticline/syncline features. Folding is reported to be more extensive in the lower Battle Spring or A Member than in the upper or B Member. The nature of the folding and faulting in the Battle Spring suggests that it was either contemporaneous with deposition of the sediments or occurred shortly after deposition. Post-Miocene erosion has exhumed portions of the Granite Mountains regionally and has exposed the Battle Spring at the project.

    The geologic setting of the project is important in that it controlled uranium mineralization by focusing the movement of the ground waters which emplaced the uranium into the stream channels which had developed on the pre-tertiary landscape. In a similar manner the geologic setting controls the present ground water system. Ground water flow is from the north-northeast to the south-southwest. Ground water flow in the Battle Spring at the site is isolated in the subsurface from the local surface drainages, Crooks Creek to the west and Sheep Creek to the east. In addition, the recharge area for the ground water system is limited which will in turn limit dewatering requirements.

    The Battle Spring and associated mineralization at Sheep Mountain is bounded to the east by the western flank of the Sheep Mountain Syncline and to the west by the Spring Creek Anticline. To the north the system is cutoff by erosion. To the south the Battle Spring continues into the northern portions of the Great Divide Basin. In cross section the Battle Spring within the project area is underlain and bounded on three sides by the Fort Union and/or Cody Shale in areas where the Fort Union was removed by erosion prior to deposition of the Battle Spring.

    Mineralization occurs throughout the lower A Member of the Battle Spring Formation and is locally up to 1500 feet thick. The upper B Member is present only in portions of the project and may be up to 500 feet thick. The folding is considered to have focused mineralization in the troughs of the synclines (Stephens).

    Mineralization

    The uranium mineralization occurs in the A member of the Battle Spring Formation and, although arkosic sandstone is the preferred host, uranium has been extracted from all lithologies. Western Nuclear identified three lithological environments for the mineralization in the Crooks Gap area:

    40


    Grade and thickness are extremely variable, depending on whether the samples are taken from the nose or the tails of a roll front. Typically the deposits range from 50 feet to 200 feet along strike, 5 feet to 8 feet in height and 20 feet to 100 feet in width. A single mineralized zone might contain 40,000 to 100,000 tons of mineralized material. Deposits in the Sheep Mountain area occur in stacked horizons from 7,127 feet elevation down to 6,050 feet elevation. Typical intercepts from surface drill holes include 4 feet at 0.47% U 3 O 8 , 9.5 feet at 0.26% U 3 O 8 , 3 feet at 0.347% U 3 O 8 , 6 feet at 0.11% U 3 O 8 , and 11 feet at 0.09% U3O8.

    Drilling

    Historical drilling in the area includes over 4,800 drill holes most of which were open-hole rotary drilling, reliant upon down-hole geophysical logging to determine equivalent uranium grade (%e U 3 O 8 ).

    However, some core drilling for chemical analyses was also completed. In 2006, UPC (now wholly owned by Titan) completed a drilling program consisting of 19 drill holes totalling 12,072 feet. Coring was attempted in one hole but recoveries were poor. Two of the 19 holes completed by UPC were located in Section 28 with the purpose of confirming mineralization within the Sheep underground mine area. The remaining seventeen drill holes were completed in the planned Congo Pit area to test both shallow mineralization within the Congo Pit and to explore a deeper mineralized horizon, the 58 sand, which was shown in two historic drill holes.

    Following the acquisition of UPC by Titan and in consideration of both the recommendations included in an independent technical report prepared in 2006 and identified data needs for the continued development of the project, five holes were drilled in the Congo Pit in 2009 for a total of 1,700 feet. The five drill holes were planned and completed to serve multiple purposes including;

    The goals of the 2009 drilling program were met. The drill holes were completed by rotary air drilling to depths exceeding 300 feet using a top drive rotary drilling rig. Drill cuttings were collected continuously during the drilling process, in two foot increments near anticipated mineralized horizons and in five foot increments for overburden sampling. Over 500 pounds of mineralized material for metallurgical testing was collected in addition to the collection of representative samples for overburden analysis and characterization in accordance with WDEQ guidelines.

    In situ mineral grades for 2009 drilling were determined by geophysical logging including both conventional gamma logging and the state-of-the art USAT. Each drill hole was first logged using a conventional logging tool which provided a suite of gamma ray, SP (single point resistance), resistivity, and deviation. The best mineralized zones were chosen for USAT logging. Both geophysical logging tools were provided commercially by Century Wireline Services. Historic geophysical logging was performed only with conventional logging tools.

    41


    In 2010, an additional 62 exploratory drill holes and 5 monitor wells were completed in the Congo Pit Area with the intention of defining the pit limits, however, all of the holes drilled encountered mineralization extending the pit limits. Drilling extended mineralization and did not completely define the pit limits. Of the 62 drill holes completed in 2010 within the Congo Pit Area:

    In 2011, subsequent to the date of the Sheep Mountain Technical Report, Titan drilled an additional 71 holes for 20,162 feet. The drilling was located in the area of the proposed Congo Open Pit, and was designed to better define the ultimate pit limits for detailed mine design. Details of the drill results are set out in Titan’s news releases dated July 13, 2011 and August 16, 2011.

    Sampling and Analysis

    The majority of the sample data available for the evaluation of resources for the Sheep Mountain Project is the historic geophysical log data. Titan has the complete hard copy data set which was passed through the chain of property title from Western Nuclear; through USECC; through the joint venture between UPC and Uranium One; and ultimately to Titan through its acquisition of UPC and acquisition of Uranium One’s share of the property.

    For both the Congo Pit and Sheep underground areas and the additional resources areas including North Gap, South Congo, and Sun Mc, the majority of the hard copy logs were reviewed both for data verification and for geologic interpretation. The majority of the Sheep underground logs were also available as scanned images. In addition, the data includes an extensive collection of detailed mine and drill maps, both surface and underground. The underground maps show the extent of mining by date and include rib and longhole data. All pertinent maps with respect to mine design, extent of mining, drill maps, and mapping related to the mine permit have been scanned and rectified digitally. This data is stored by Titan USA through its Casper office with the exception of the data needed for the development of this report and resource estimation which is temporarily stored at BRS’ Riverton, Wyoming office.

    The data utilized in this report is considered accurate and reliable for the purposes of completing a mineral resource and reserve estimate for the Sheep Mountain Property.

    Security of Samples

    With respect to the 2009 drilling program completed by Titan USA, drilling and sampling was observed by and/or completed by Titan USA and BRS personnel. Drill samples for overburden testing were sealed in plastic bags and are currently stored in an on-site warehouse facility. Drill samples for metallurgical testing were stored and sealed in new 5 gallon plastic buckets. Samples within the mineralized zones as determined by gamma and USAT logging were delivered to Lyntek’s facility in Denver, Colorado, for further assay and testing, by BRS personnel. A chain of custody was established. Representative sample splits were prepared for chemical assay and were delivered to Energy Laboratories of Casper, Wyoming for assay utilizing standard protocol and adhering to a chain of custody. These assays were used in the selection of samples for metallurgical testing. In addition to the samples from the Congo Pit drilling, mineralized stockpiles from mine material at the Sheep I shaft were sampled, assayed and utilized for metallurgical testing. Seven samples of the Sheep I stockpile were collected ranging in grade from 0.022 to 0.067 % U 3 O 8 and averaging 0.045 % U 3 O 8 . Bottle roll leach tests have been completed for composite samples selected to represent mineralization at both the Congo Pit and Sheep Underground. The remaining samples are warehoused at the Sheep Mountain Project pending further metallurgical testing.

    42


    No samples were collected during the 2010 drilling program. Drill cuttings were logged in the field. All holes were logged by a commercial geophysical logging company. Geophysical log data was provided in both hard copy and electronic format with the down-hole count data converted to ½ foot equivalent % U 3 O 8 grades.

    Mineral Resource and Mineral Reserve Estimates

    The mineral resource estimate meets the criteria for Indicated Mineral Resources under the CIM Standards on Mineral Resources and Reserves. Also, the mineral reserve estimate meets the criteria for Probable Mineral Reserve.

    The total Mineral Resources and Reserves currently defined as NI 43-101 compliant for the Sheep Mountain Project are as follows, with an effective date of March 1, 2011:

    Total Probable Mineral Reserve



    GT minimum
    Pounds %
    eU 3 O 8

    Tons
    Average Grade
    %eU 3 O 8
    Congo 0.10 4,938,000 2,895,000 0.085
    Sheep 0.45 9,248,000 3,498,000 0.132
    Total   14,186,000 6,393,000 0.111

    43


    Total Indicated Mineral Resource

    Sheep Underground GT Cutoff   >0.30 >0.60 >0.90
      Pounds eU 3 O 8  13,245,000 9,040,000 6,065,000
      Tons    5,640,000 2,790,000 1,515,000
      Avg. Grade % eU 3 O 8              0.117 0.162 0.200
      Avg. Thickness (ft.)    6.7  7.5 8.7
    Congo Pit GT Cutoff   >0.10 >0.25 >0.50
    (with 2010 drilling) Pounds eU 3 O 8  7,686,000 7,085,000 5,766,000
      Tons  4,143,000 3,400,000 2,374,000
      Avg. Grade % eU 3 O 8            0.093 0.104 0.121
      Avg. Thickness (ft.)    6.5  7.5 8.9
    Sun-Mc GT Cutoff   >0.10 >0.25 >0.50
      Pounds eU 3 O 8  2,000,000 1,700,000 1,100,000
      Tons  1,080,000    780,000 396,000
      Avg. Grade % eU 3 O 8            0.093 0.109 0.139
      Avg. Thickness (ft.)    5.1  6.1 7.7
    North Gap GT Cutoff   >0.10 >0.25 >0.50
      Pounds eU 3 O  5,737,000 5,465,000 4,687,000
      Tons  2,398,000 2,088,000 1,485,000
      Avg. Grade % eU 3 O            0.120 0.131 0.158
      Avg. Thickness (ft.)    8.1  8.9 10.3
    South Congo GT Cutoff   >0.10 >0.25 >0.50
      Pounds eU 3 O 8  1,750,000 1,700,000 1,600,000
      Tons      580,000 540,000 450,000
      Avg. Grade % eU 3 O            0.151 0.157 0.178
      Avg. Thickness (ft.)    6.0  5.6 5.5

    Total Indicated Resource
    GT Cutoff
    LOW
    MID
    HIGH
      Pounds eU 3 O 8 30,418,000 24,990,000 19,218,000
      Tons 13,841,000 9,598,000 6,220,000
      Avg. Grade % eU 3 O            0.110 0.130 0.154
      Avg. Thickness (ft.)    6.7  7.6 8.8

    *numbers rounded
    Note that these figures are not additive in that the Probable Mineral Reserve is that portion of the Measured and Indicated Mineral Resource that is economic under current cost and pricing conditions.

    A NI 43-101 compliant estimate of Mineral Resources was completed which stated an Inferred Mineral Resource at a 0.25 GT cutoff of 4.6 million tons grading 0.171 % eU 3 O (15.6 million lbs. contained U 3 O 8 ). This estimate was applicable to the Sheep underground area only and did not reflect allowances for minimum mining thickness and dilution. This estimate is comparable to the current mineral resource estimate for the Sheep underground area.

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    Resource Calculation Methods - Geologic Model

    Geologic interpretation of the mineralized host sands was used along with the intercepts that made the minimum cutoff grade and thickness to develop a geologic model in which to estimate the Mineral Resources of the Sheep deposit. The three-dimensional locations along drift of all mineralized intercepts were plotted in AutoCAD TM. Each intercept was evaluated based on its geophysical log expression and location to adjacent intercepts. Whenever possible geophysical logs were used to correlate and project intercepts between drill holes. Intercepts that made the minimum grade cutoff but were horizontally isolated, above or below the host sand horizons, or were incomplete data sets that did not fully penetrate the host sand were excluded from making the mineralized envelope. The mineralized envelope was created by using the top and bottom of each intercept that was within the geologic host sands. The intercepts that were used to make this envelope were then used in the resource estimate GT method. The mineralized envelope was also used to develop the GT block model.

    Drill spacing in the Congo, the Sheep Mountain Project, and additional resource areas is not uniform due in part to the steep and irregular surface terrain and in part to the somewhat random drift or deviation of the drill holes from vertical. Drill spacing in the Congo and additional resource areas range from roughly 50 foot centers to greater than 100 foot centers. Drill spacing at the Sheep Mountain Project varies from roughly 200 foot centers to over 400 foot centers. Drilling depths at Congo are typically less than 400 feet despite the occurrence of known mineralization at greater depths. Drilling depths at the Sheep Mountain Project exceed 1,000 feet but are typically less than 1,500 feet. Drilling depths at North Gap and South Congo are similar or slightly deeper than Congo ranging up to 600 feet. Drilling depths at Sun Mc are variable depending on terrain but are typically less than 1,000 feet.

    In development of the initial geologic envelope, both surface drill data and data from underground mine maps was reviewed. For the Sheep Mountain Project and other underground mines such as the Seismic and Reserve mines adjacent and partially within the Congo Pit, the underground development and cross cut drifts were typically on 100 foot centers. Mining within the development drifts and cross cuts was completed by random room and pillar methods, extracting the mineralized material meeting the mine cutoff applicable at the time and leaving the lower grade material as pillars. In most cases entire 100x100 foot or larger blocks were mined and/or in the case of the Sheep underground delineated by face sampling and longhole drilling but not yet mined.

    The current geologic and resource model is a 3D model based on geologic interpretation of 16 mineralized zones in the Congo area and 17 mineralized zones in the Sheep area. Mineralized zones from Sheep were projectable down dip to the Sun Mc Area. North Gap and South Congo mineralized zones correlate with the major Congo mineralized zones. Based on the forgoing, once the data was separated by zone an initial area of influence of 50 feet was applied to each drill hole by zone at its drifted location to establish an initial geologic limit to the projection of mineralization. Refinement of the geologic limit and projection of mineralization along trend was then based on specific correlation and interpretation of geophysical logs on a hole by hole basis. This interpretation was completed in concert by BRS and Titan staff and peer reviewed by senior Titan and BRS personnel.

    GT Contour Method

    The mineral resource estimate was completed using the GT (grade x thickness) contour method on individual mineralized zones as defined in a full 3D geological model of the deposit. A total of 16 separate mineralized zones have been identified and evaluated in the Sheep I and II underground areas, as well as 17 zones in the Congo Pit area. The database for the estimate included 2,000 rotary drill holes (1,499 in the area of the proposed pit and 485 in the area of the underground mine) drilled from surface, underground mine development, production records from previous mine workings, and records of underground mapping and sampling. For North Gap data from 985 drill holes was utilized in the estimate within five major mineralized zones; for South Congo data from 117 drill holes was utilized in the estimate within ten major mineralized zones; and for Sun Mc data from 704 drill holes was utilized in the estimate within eleven mineralized zones.

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    The uranium quantities and grades are reported as equivalent U3O8 (e U 3 O 8 ), as measured by downhole gamma logging. This industry standard protocol for reporting uranium in sandstone hosted deposits in the USA has been validated for the Sheep Mountain Project by test drilling at the deposit, as well as by correlation with previous mining activities. In the fall of 2009, five rotary percussion holes were drilled on the property to study disequilibrium. Downhole logging of the drill holes was completed using standard gamma technology as well as a USAT, both supplied by Century Wireline of Tulsa Oklahoma. The USAT tool gives a direct measurement of uranium content and therefore allows determination of the equilibrium state of the uranium mineralization intersected in the hole. A total of 34 intervals were measured, showing an overall moderate positive disequilibrium (thus the true chemical grade of the mineralization is slightly higher than the equivalent grade determined by the gamma tool). The results of the resource estimates were not adjusted to account for this positive disequilibrium.

    Sheep Underground

    The Sheep sum GT diluted to a minimum 6 foot mining thickness from the mineralized envelope for each drill hole and each horizon was plotted in AutoCAD TM. If the thickness exceeded 6 feet no dilution was added. The diluted thickness of mineralization for each drill hole was also plotted. Mineral resource estimates account for the deletion of mined areas within the resource model estimated from surface drilling. The total reported mined ore from the Sheep I underground mine was 275,000 tons containing 522,500 pounds of U 3 O and an average grade of 0.095 % U 3 O 8 . However, deleting only the resources which were within the mined area and corresponded with the current resource model, the total deletion from the total resource was only an estimated 62,618 tons of material containing 160,666 pounds of U 3 O 8 and an average grade of 0.128% U 3 O 8 .

    From review of the Sheep I and II as-built mine plans, it was apparent that little or no ore was mined at Sheep II and that only development work was completed. Further it was apparent at the Sheep I mine that many of the mined areas were located by underground delineation drilling rather than by surface drilling. Based on the 3D model created from the as-built underground mine maps, we have estimated the contained tons within the workings, outside the current resource model, using Western Nuclear’s stated mine height of 8 feet and reported average grade of 0.095 % U 3 O as representing 192,320 tons containing 365,408 pounds of U 3 O 8 . The sum of the area mined within the resource model and the area mined outside the resource model thus represents a total of 526,074 pounds U 3 O 8 . This estimate from the as-built mine maps and current resource model closely approximates the reported production of 522,500 pounds U 3 O 8 . The key point is that the mining history of Sheep I clearly shows that underground development drilling and sampling expanded the resource as compared to that which could be projected from the surface drilling alone.

    Finally for mine planning purposes, a three dimensional block model was created from the Sheep GT, geologic, and mineralized envelope models. The modeling utilized an automated routine that assigned the thickness of mineralization, GT, and mineralized elevation reflected by their respective contours, to the centroids of a uniform 25 foot by 25 foot grid. From the thickness and GT contours, average grade, mineralized and waste tonnages, and contained pounds was calculated and assigned to each block. Each 25’x25’ block was then evaluated based on its grade and thickness for mine planning and scheduling.

    Exploration and Development

    The drill data demonstrates that mineralization is present on the Sheep Mountain Property and defines its three dimensional location.

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    The historic data available for this mineral resource evaluation is based upon drill and mine plan maps originally developed by Western Nuclear. The drill maps show hole locations at the surface, and downhole due to vertical drift, for the Sheep underground, the thickness and radiometric grade of uranium measured in weight percent e U 3 O 8 , elevation to the bottom of mineralized intercept, collar elevation, and elevation of the bottom of the hole. Also available were half foot and composite intercept data in paper printouts from Western Nuclear’s 1979 and 1980 Preliminary Feasibility Study geostatistical model and original geophysical logs for the majority of the drill holes. Original drill logs both lithology and geophysical were available for the great majority of the drill holes. The author has training and experience in the interpretation of geophysical logging data for uranium and reviewed and/or interpreted the available original geophysical logs, as appropriate.

    Based upon the confirmatory drilling completed in 2005, 2009 and 2010, Titan USA drilling, the data used for the current mineral resource and reserve estimate is considered reliable.

    The 2010 drilling confirmed and extended the projected mineralization. The 2010 drilling was designed primarily to delineate the Congo pit limits, however, in most cases the drilling extended mineralization and additional delineation drilling occurred in 2011 to define the pit limit.

    For more information about the Sheep Mountain Property, please see the Sheep Mountain Technical Report as filed under Titan’s profile on SEDAR at www.sedar.com.

    Other Mineral Properties – US Assets

    As a result of the Titan – UPC merger completed on July 31, 2009, Titan acquired six properties held by UPC in the United States, including the Green River South and Green River North properties. Subsequent to July 31, 2009, Titan carried out the following transactions and work on these properties:

    Green River South
    Titan exercised an option to earn a 70% working interest in the Green River South property by (i) making total cash payments of US$292,500; (ii) incurring cumulative exploration spending of US$2,388,750; and (iii) issuing an aggregate of 50,000 Titan Common Shares. Subsequent to earning the 70% working interest, Titan had an option to earn an additional 15% working interest for a total working interest of 85% by making an additional US$300,000 cash payment and completing additional work on the property totalling US$700,000. Titan elected not to exercise the option to acquire an additional 15% working interest.

    In October 2009, twenty holes (12,560 feet) were drilled to test targets identified by an airborne geophysical carried out by UPC. The drilling resulted in the discovery of a new zone of uranium mineralization. Drill intercepts in the new zone included 3 feet averaging 0.276%e U 3 O 8 in hole GRS-1035 and 3.5 feet averaging 0.127%e U 3 O 8 in hole GRS-1025.

    Green River North
    At the time the Titan – UPC merger was completed on July 31, 2009, UPC held a 50% working interest in the Green River North property in Utah. The remaining 50% was owned by Uranium One who was UPC’s joint venture partner for the property. On October 1, 2009, Titan acquired Uranium One’s 50% working interest in the property. The Green River North property was then sold to EFI in January 2011.

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    Other Mineral Properties – Canadian Assets

    Nunavut

    On May 31, 2005, Titan purchased an option to acquire a 100% working interest in eight mining leases in Nunavut known as the Thelon project. Titan committed to pay the optionor a 2% net smelter returns royalty, which royalty may be reduced to 1% on payment of $1,000,000 and reduced to 0.5% on payment of an additional $1,000,000. Titan is also obligated to pay advance royalties of $20,000 per year while it owns the Thelon project.

    On June 13, 2007, Titan entered into an option agreement with Mega whereby Mega could earn a 51% interest in all of Titan’s Thelon properties by incurring $5,000,000 in exploration expenses before December 31, 2008. Mega completed its spending requirements and Titan and Mega entered into a joint venture agreement.

    A short program of prospecting in 2005 confirmed the results of the exploration work carried out by Westmin Resources Ltd. from 1976 to 1984 that had defined several radioactive boulder trains. Diamond drilling of these and other targets was recommended in an independent technical report on the Thelon properties.

    In 2006, Titan completed boulder prospecting (over 1100 radioactive boulders, up to 26,900 parts per million (“ppm”) uranium), geological mapping, and radon sampling to try to locate the sources of boulder trains and diamond drilling of selected targets (7 holes, 598 metres). Diamond drilling on the RAD claims intersected 3.9 metres with 0.16% U 3 O 8 .

    In 2007, prospecting continued and over 200 samples were sent to the Saskatchewan Research Council (SRC) Geoanalytical Laboratory for analysis. Additional radon sampling was completed and 25 holes (1,600 metres) were drilled (3 holes lost). Drill hole RADC-07-01 intersected fracture-controlled basement mineralization with a grade of 0.19% U 3 O 8 over 0.7 metres, adjacent to drill hole RADC-06-05 which intersected 0.16% U 3 O 8 over 3.9 metres in 2006. An airborne radiometric and high resolution magnetic survey was flown which identified magnetic and radiometric anomalies on the property. An additional 40 claims (77,915 acres, 31,531 hectares) were staked to cover areas of favourable geology and anomalies and 20 claims (39,646 acres, 16,044 ha) were staked to convert Permit 6660 to claims.

    In 2008, Titan carried out prospecting on the claims staked in 2007 and on selected other areas. Fifty-nine samples were analyzed and a maximum grade of 1,990 ppm was recorded from one sample. Additionally, 25 bulk till samples were collected in the vicinity of magnetic anomalies and analyzed for kimberlite indicator minerals. No kimberlite indicator minerals were identified. Twelve holes totalling 1,244.5 metres were drilled to test geological, magnetic and geochemical targets. The best drill hole intersection from the 2008 drill campaign was hole R22-08-01 which recorded 270 ppm U (0.032% U 3 O 8 ) over 5.52 metres.

    No exploration work has been completed on the Nunavut project since August 31, 2008. The camp used during the 2008 exploration program was demobilized in March 2009. During 2010, certain claims were abandoned as the cost required to retain the claims and explore the targets was deemed to be higher than is justified by market conditions at the time. Capitalized costs of $1,417,810 were written-off during the year ended August 31, 2010 relating to the claims that were abandoned.

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    Saskatchewan

    On July 5, 2005, Titan acquired a 100% interest in thirty mineral claims located in the Athabasca Basin in Saskatchewan. In 2006, exploration carried out on the thirty claims, which form seven distinct properties, consisted of airborne Megatem electromagnetic-magnetic surveys on all properties. Diamond drilling was conducted on the Castle North and Castle South properties.

    On December 15, 2006, Titan entered into an agreement to acquire a 100% interest in seventy-two claims located in the Athabasca Basin in Saskatchewan from Dejour Enterprises Ltd. (“ Dejour ”). On April 11, 2008 Titan signed an option agreement with Vale Exploration Canada (“ Vale ”), a wholly-owned subsidiary of Companhia Vale do Rio Doce. Vale could have earned a 60% working interest in Titan’s Sand Hill / Rook II properties upon the full spending of $12,000,000 on exploration prior to April 11, 2013. In December 2009, Vale elected to terminate the option agreement because it no longer fit with its strategic exploration plan.

    On May 23, 2008, Titan signed an option agreement with Japan Oil, Gas and Metals Corporation (“ JOGMEC ”). JOGMEC can earn a 50% working interest in the Virgin Trend and Knight properties by spending $9,000,000 on exploration prior to March 31, 2011. JOGMEC subsequently agreed to abandon the Knight property and most of the Virgin Trend claims, with the exception of the southernmost claims where the drilling was conducted, due to the expense required to explore the remote property and deep targets. In July 2010, Titan and JOGMEC agreed to defer future exploration work until market conditions improve.

    On November 12, 2008, a second option agreement was signed with JOGMEC on the Border Block project which is comprised of the Maybelle, Gartner and King properties. JOGMEC can earn a 50% working interest in the Border Block project by spending $6,000,000 on exploration prior to March 31, 2012.

    Since 2006, exploration work carried out on Titan’s Athabasca properties is as follows:

    Bishop I & II
    One hole was drilled in June 2007 to test a weak Electromagnetic (EM) conductor; no significant radioactivity was encountered. No work was done in 2008. Ground resistivity and EM surveys were completed in January, 2010. The results of these surveys outlined several interesting targets for future follow-up. The Bishop I claims were abandoned in 2010 and capitalized costs of $487,750 were written-off.

    Castle North
    No field work was done on the property in 2007. Titan’s geophysical consultant reviewed the airborne data and recommended ground geophysical surveys to be conducted to more accurately define airborne anomalies. Ground EM surveys were completed in November 2008 and March 2009 over EM anomalies detected by previous airborne surveys. Five weak shallow bedrock conductors were defined and further work is recommended to constrain a deep weak conductor.

    Castle South
    A ground geophysical EM survey was carried out to better define the trace of the Saskatoon Lake Conductor (“ SLC ”) on Titan’s ground. Three drill holes were completed during the winter of 2007 to test location of the SLC along its 4,000 metre strike length on the property. While the holes did not intersect high grade uranium mineralization, they did intersect elevated to anomalous values of pathfinder elements such as uranium, lead and boron in the sandstone rocks. No work was completed in 2008. A resistivity survey was completed on two claims in April 2009 which defined several low resistivity features for further exploration.

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    Castle South Extension
    Ground-based fixed loop TDEM surveys were completed in the winter of 2009 to locate conductors that were originally identified by airborne EM surveys. Subsequently two areas (A-3 and A-4) were chosen for follow-up. D.C. Resistivity surveys were completed in April 2010 and identified several low resistivity “chimneys” recommended for further exploration by diamond drilling. Two diamond drill holes, CSE-10-01 and CSE-10-02 totalling 1,089 metres, tested the A-3 area anomalies. Assay results for CSE-10-01 displayed anomalous uranium values in the Athabasca sandstone and basement rocks as well as anomalous levels of pathfinder elements boron, molybdenum, cobalt, arsenic, vanadium and lead. Hole CSE-10-01 also intersected anomalous levels of rare earth elements, particularly yttrium in the Athabasca sandstone rocks and the presence of illite and sudoite clay species throughout the sandstone rocks were indicated.

    King
    Three claims (12,211 hectares) were staked in January 2007. High resolution magnetic and Geotech EM airborne surveys were flown and a number of EM anomalies were identified. These were tested by ground geophysical surveys in 2008, which successfully defined several basement conductive zones.

    Ground based fixed loop EM surveys were completed in March 2009 to define a conductor that was originally identified by airborne surveys. During the summer of 2009, seven holes were drilled to test the conductors identified by the ground surveys for a total of 1,604.4 metres on the Border Block, with six holes on the King property and one on the Gartner Lake property. Alteration was observed in the basement rocks along fractured zones. An anomalous area of uranium was encountered in the basement rocks on the King property, a 3 metre interval of 7.7 -15.6ppm uranium at a depth of 95.8 -98.8 metres in DDH KNG09-2.

    Rook I
    Four claims were staked in 2007 and an additional four claims were staked in 2008 to cover the extension of graphitic horizons located to the south of the R-Seven, Meanwell and Bishop properties. Airborne EM surveys completed in 2007 and 2008 were successful in defining the extent of the graphitic horizons. A ground geophysical survey was completed in 2007 on one claim to better define the airborne anomalies. The Rook I claims were under option to UR-Energy Inc. in 2007; however, the option was not renewed for 2008. No work was carried out in 2009 or 2010. If the Canadian Asset Sale is not completed as expected, Titan intends to continue to explore the property when market conditions improve.

    Rook II
    A MaxMin survey was completed in the fall of 2007. Two drill holes (293.6 metres) were completed to test the EM conductor defined by previous air and ground geophysical surveys. Neither hole intersected any significant radioactivity. Two holes (714 metres) were drilled in 2008 and no significant radioactivity was intersected. No work was carried out in 2009 or 2010. If the Canadian Asset Sale is not completed as expected, Titan intends to continue to explore the property when market conditions improve.

    BZ
    No work was done in 2007, 2008 or 2009. The property was abandoned in 2010 and capitalized costs of $21,734 were written-off.

    Carlson Creek
    A ground resistivity survey was completed in 2007 to better define the airborne anomaly detected by a 2006 EM survey. Three holes were drilled to test the conductor and elevated values of uranium and pathfinder element boron were intersected. In 2008, an additional three holes (1,631 metres) were drilled to follow up on the interesting results recorded during the 2007 drill program. Two of the 2008 holes intersected graphitic pelitic schist, which is the probable source of the conductor identified in the 2006 EM survey. Drill hole CC-08-04 intersected fractured and bleached zones in the sandstone rocks at depths of 350 and 400 metres above the unconformity. Composite chip samples in these zones contained 2.22 and 1.87 ppm uranium, respectively. These values are 4 to 5 times higher than normal background for the sandstone rocks and are typical values observed in altered zones above unconformity type uranium deposits. No work was carried out in 2009 or 2010. If the Canadian Asset Sale is not completed as expected, Titan intends to continue to explore the property when market conditions improve.

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    Fleming
    A ground EM geophysical survey was completed during the winter of 2007 to better define the airborne EM anomalies. In 2008, seven drill holes were completed to test the EM anomalies. Three holes did not reach the target depth. Three of the four holes intersected anomalous levels of uranium and/or boron in the sandstone rocks. A ground EM geophysical survey was completed in April, 2009 which further defined airborne EM anomalies and provided 2.4 kilometres of untested conductor targets. No work was carried out in 2010.

    Gartner Lake
    An airborne high resolution magnetic survey was flown during the first quarter of 2007 to characterize the geology. The survey results, and those of the airborne EM surveys, were used to plan follow-up ground geophysical surveys which were completed in 2008 and identified several basement conductors to be drill-tested in a subsequent program.

    A 2008/2009 winter drill program completed three holes totalling 2,058 metres to planned depth. All holes exhibited anomalous levels of boron, which is a pathfinder element. Two holes also displayed elevated values of nickel, arsenic, cobalt and vanadium. Ground EM surveys were completed in March, 2009 to better define conductors in the south west part of the property.

    During the summer of 2009, seven holes were drilled to test the conductors identified by the ground surveys for a total of 1,604.4 metres on the Border Block, with six holes on the King property and one on the Gartner Lake property. Three of the holes intersected alteration, structure and graphitic horizons proximal to the unconformity. Anomalous uranium values were encountered in the basement rocks of the Gartner Lake property, a 20 metre interval of 6.1 -7.7ppm uranium at a depth of 190.0 -210.0 metres in DDH GL09-4.

    In February and March 2010, another phase of drilling consisting of six holes totalling 1,784 metres was completed to test favourable uranium targets at or near the unconformity between the Athabasca sandstone rocks and the underlying basement rocks. About 30 metres of weak to moderate hematite-clay-chlorite-sericite alteration was observed in the top portion of the basement rocks from 2 holes (DDH GL-10-05 and -06) drilled on Grid H. In addition, anomalous uranium values were encountered in the basement rocks: an 80 metre interval of alternating felsic gneiss and granitoids with elevated uranium (4.3 -16.4 ppm) in drill hole GL-10-05 and a 30 metre interval of felsic gneiss with elevated uranium (7.0 -12.7 ppm) in DDH GL-10-06. The regional background uranium value is about 1.1 ppm and the anomalous threshold is about 3.2 ppm.

    Keefe Lake
    This property was acquired by staking in early 2007 and is located near Cameco’s McArthur River mine. An airborne EM survey was completed in 2008. No work was carried out in 2009 and the property was abandoned in 2010. Titan wrote-off $112,870 of capitalized costs related to this property.

    Maybelle River
    A high resolution magnetic airborne survey was flown during the first quarter of 2007 to characterize the geology of the basement rocks. The survey results, and those of the airborne EM surveys, were used to plan ground geophysical surveys which were completed in 2008. Several basement EM anomalies were identified.

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    Ground TDEM surveys completed in March 2009 further defined the anomalies identified by previous airborne surveys. Detailed ground SQUID TDEM and D.C. Resistivity surveys identified a good conductor and associated low resistivity anomaly prior to a planned drilling program. One hole MB-10-01A was completed to 309 m on this property in August 2010 to test this target. Assay results displayed anomalous uranium values in the Athabasca sandstone and basement rocks as well as anomalous levels of pathfinder elements boron, molybdenum, cobalt, arsenic, vanadium and lead.

    Meanwell Lake
    Five holes totalling 489 metres were completed in 2007 to test targets defined by ground and airborne EM conductors. Two were completed to planned depth and three of the holes were lost in overburden. No significant radioactivity was intersected. No work was done in 2008 or 2009. Resistivity and Max-Min surveys were completed in January 2010. The results of these surveys outlined several interesting targets for future follow-up.

    R-Seven
    Thirteen holes totalling 3,213 metres were drilled in 2007 to follow-up on results from the 2006 drilling program. Six of the holes were lost in unconsolidated sandstone or overburden. The completed holes intersected interesting alteration and structure which was observed in the sandstone rocks. Drill hole RS-07-14A displayed anomalous radioactivity in altered basement rocks. A one metre sample of the zone contained 105 ppm U 3 O 8 . In 2007 and 2008, a resistivity survey was completed that defined several areas of low resistivity in the sandstone rocks. These areas may reflect alteration zones which are often associated with uranium mineralization in the Athabasca Basin.

    No work was completed in 2009. A TDEM survey was completed in January 2010. Moving Loop Array surveys were completed in late April and D.C. Resistivity surveys were carried out and completed by the end of May 2010 over selected conductors identified by the TDEM surveys. Moving Loop Array Time Domain Electromagnetic (TDEM) surveys were successful in detecting multiple conductors in grid areas ML-1 and ML-2. As a follow-up to the high priority conductive targets, DC resistivity surveys were performed over a portion of the ML-2 grid area where a prominent resistivity anomaly was also located in association with two of the conductors. It has been interpreted that the resistivity anomaly in the lower sandstone rocks may represent the effects of hydrothermal alteration processes often associated with fault zones and unconformity-type uranium deposits. Follow-up drilling is recommended on the R-Seven project to test the high-potential targets identified in the 2010 geophysical exploration programs.

    Some of the R-Seven claims were abandoned in 2010 to focus on higher priority claims as the cost of retaining the claims was determined to be higher than is justified in current market conditions. Capitalized costs of $877,596 were written off relating to the claims that were abandoned.

    A fall-winter geophysical program commenced in November 2011, to be completed by the end of December 2011.

    Sand Hill Lake
    During 2007, two holes (180 metres) were drilled. One hole was lost in overburden, the other did not intersect significant radioactivity. Deep penetrating ground magnetotelluric surveys were carried out to test for basement conductors in the northern part of the property. Weak conductors were defined and interpreted to be hosted by the sandstone rocks.

    In 2008, exploration consisted of 1,290 metres of drilling in seven holes. Extensive clay alteration was intersected in the sandstone rocks. Elevated uranium and boron values were observed. Vale agreed to accelerate expenditures and in late summer carried out soil and twig geochemical sampling over the prime target area. Several weakly anomalous areas were defined. Several areas on the property displayed anomalous uranium values in sediments sampled as part of a lake sediment survey.

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    Ground geophysical surveys were completed in late 2008 and defined several deep conductors. A drill program was completed in March and April, 2009 to test geophysical and geochemical anomalies along a regional graphitic horizon which exhibits structure, alteration and anomalous pathfinder geochemistry similar to that found in the vicinity of uranium deposits. Eight holes were completed for a total of 1,465 metres. Analytical results displayed weak to moderate uranium values (up to 2 ppm uranium over a background of 0.38 ppm uranium) in five of the eight holes and elevated values of pathfinder element boron (up to 1,100 ppm boron over a background of 60 ppm boron). Alteration assemblages consisting of illite and sudoite clay species were found in the sandstone rocks throughout the drilled area. The presence of these clays and elevated values of uranium and boron, in conjunction with the observed structure and graphitic basement rocks, are typical features seen in the vicinity of uranium deposits in the Athabasca Basin.

    A second phase of drilling to further test the geophysical and geochemical anomalies along the regional graphitic horizon commenced in August and was completed in September 2009. Five holes were completed for a total of 1,330 metres. Elevated values of uranium, lead and boron were detected in the sandstone rocks where the unconformity in holes SH-09-26, SH-09-29, SH-09-30, while similar elevated values were observed in both the sandstone and basement rocks for holes SH-09-27 and SH-09-28.

    Resistivity surveys carried out on the NE corner of the Sand Hill property in 2009 detected zones of low resistivity which are interpreted to have conductive basement lithology combined with potential chimney alteration associations. Some of the Sand Hill Lake claims were abandoned during 2010 to focus on higher priority claims. The cost of retaining the claims was determined to be higher than is justified in current market conditions. Capitalized costs of $269,538 were written-off relating to the claims that were abandoned.

    Thorburn Lake
    Ground EM geophysical surveys were completed in 2007 to further define an airborne EM conductor on the property. In 2008, four holes (1,573 metres) were drilled to test the conductor. All four holes intersected clay alteration and fractured, poorly consolidated sections of sandstone rocks. Hole TBN-08-02 intersected anomalous uranium (2.87 to 20.9 ppm) in the last 12 metres of sandstone rocks located above the unconformity. Hole TBN-08-04 intersected 0.057% uranium over 0.6 metres at the unconformity. The alteration observed in the basal sandstone rocks, and the bleaching and clay alteration in the basement rocks, combined with the anomalous uranium values and the uranium mineralization at the unconformity indicate the presence of a uranium mineralizing hydrothermal system. No work was carried out in 2009 or 2010.

    On May 9, 2011, Titan announced that Titan’s 2011 exploration program is underway on the Thorburn Lake Project. The property is comprised of two contiguous mineral claims totalling 2802 hectares in the eastern portion of the Athabasca Basin. The planned program will consist of ground Direct Current (D.C.) Resistivity surveys followed by 2100 m of diamond drilling.

    The planned geophysical program will consist of twenty-eight line kilometres of Pole-Dipole D.C. Resistivity surveys to search for alteration chimneys along Titan’s Thorburn Lake Electromagnetic (TDEM) conductive trend. The combination of TDEM and D.C. resistivity surveys are effective in detecting conductors and hydrothermal alteration anomalies, respectively. These features are typically found associated with fault zones and unconformity-type uranium deposits in the Athabasca Basin. The geophysical surveys will be used to target follow-up drilling of previous results along the Thorburn trend where a 15 metre basal sandstone section in hole TBN-08-04 returned 1.1 to 90.4 ppm uranium, and at the unconformity and assayed 487 ppm uranium (0.057%U 3 O 8 ) over a 0.60 metre interval. (see August 07, 2008 press release). Strong bleaching and clay alteration observed in the basal sandstone, combined with anomalous uranium values and the low grade uranium mineralization at the unconformity are indicative of a mineralizing hydrothermal system.

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    The results of the D.C. Resistivity geophysical program completed at the end of June 2011, outlined several targets that are interpreted as alteration chimneys along and cross-cutting Titan’s Thorburn Lake Electromagnetic (TDEM) conductive trend. The combination of TDEM and D.C. resistivity surveys are effective in detecting conductors and hydrothermal alteration anomalies, respectively. These features are typically found associated with fault zones and unconformity-type uranium deposits in the Athabasca Basin.

    The geophysical surveys will be used to target Titan’s follow-up drilling with 3500-4000 metres in 8-10 drill holes. This program follows-up on previous results along the Thorburn trend where a 15 metre basal sandstone section in hole TBN-08-04 returned 1.1 to 90.4 ppm uranium, and at the unconformity assayed 487 ppm uranium (0.057% U 3 O 8 ) over a 0.60 metre interval. (see August 07, 2008 press release). Strong bleaching and clay alteration observed in the basal sandstone, combined with anomalous uranium values and the low grade uranium mineralization at the unconformity are indicative of a mineralizing hydrothermal system. This drill program has been completed, and results are pending.

    Virgin Trend North
    In 2007, three permits were converted to claims and eight additional claims were staked in 2007 and 2008 to bring the property to 153,029 hectares. An airborne Megatem electromagnetic-magnetic survey was completed in late 2007 and the results interpreted in early 2008. The survey located a deep conductor in the south part of the project, which may be caused by clay alteration.

    Exploration carried out in 2008 included an airborne gravity gradient survey. In addition, a ground TDEM survey was conducted using JOGMEC’s state of the art, deep-penetrating Squitem system. Geophysical data was used to select a drill target along strike of Cameco’s Centennial deposit to the south.

    A drill hole was started in February and completed in March, 2009 to a depth of 1,340.5 metres. Analytical results showed highly anomalous boron values (up to 2,320 ppm boron) from subcrop to 900 metres downhole and from 1,190 to 1,230 metres located above the unconformity. The analytical results also indicated the presence of illite and sudoite clay species throughout the sandstone rocks, generally in areas with the greatest boron concentration. Boron, illite and sudoite anomalies are typically part of the hydrothermal alteration systems associated with uranium mineralization.

    During 2009, Titan decided to abandon most of the Virgin Trend property, with the exception of the southernmost claims where the drilling was conducted, due to the expense required to explore deep targets on this remote property.

    South Fork
    On July 31, 2009, Titan acquired a 25% working interest in the South Fork property through its merger with UPC. Titan had an option to earn an additional 7.5% working interest in the property by spending an additional $1,000,000 on exploration activities by January 25, 2011. No work was carried out in 2010, nor in 2011.

    Titan has an option to acquire a 50% undivided interest in the mineral claims and leases in the Athabasca Basin (Dufferin Lake) in Saskatchewan pursuant to a mineral claim option agreement dated August 5, 2011 between Eagle Trail Properties Inc. (“Eagle”), Rainmaker Mining Corp. (“Rainmaker”) and Titan. To maintain the option, Titan must incur expenditures of at least $175,000 on or before October 30, 2012, at least $175,000 on or before October 30, 2013 and $150,000 on or before October 30, 2014 unless the agreement is terminated. Titan, as optionee, is the operator of the work programs and may charge the optionors up to 10% fee of all expenditures paid by optionee. The option interest is earned on or before October 30, 2014 if Titan has made all payments and incurred all necessary expenditures. Any interest earned to be governed by the joint venture agreement which is to be negotiated at a later date. Titan must pay a net smelter royalty upon commercial production to Eagle and Rainmaker.

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    Canadian Asset Sale

    The Combination Agreement provides that a condition precedent to the completion of the Arrangement is that Titan shall have completed the sale of all or substantially all of its Canadian assets on terms acceptable to EFI (the “ Canadian Asset Sale ”). Titan has signed a letter of intent dated January 4, 2012 with Mega providing for the sale of substantially all of Titan’s Canadian assets to Mega in exchange for 10,000,000 common shares of Mega, which would represent approximately 3.7% of Meta’s then outstanding common shares (based on the current outstanding shares of Mega). Mega is a uranium exploration company listed on the TSX under the symbol MGA. Additional information concerning Mega can be found on SEDAR at www.sedar.com , and on Mega’s website at www.megauranium.com . The weighted average trading price of Mega’s common shares for the 20 trading days ended January 9, 2012 was $0.203 per share. The letter of intent contains a number of conditions precedent to completion of the Canadian Asset Sale, including satisfactory completion of a due diligence review by Mega and execution of a definitive agreement providing for the Canadian Asset Sale. There is no assurance that the Canadian Asset Sale will be completed on the terms set out in the letter of intent, or at all. The condition precedent requiring completion of the Canadian Asset Sale is in favour of EFI, and may be waived by EFI, in its discretion.

    Capitalization of Titan

    If the Acquisition is completed, EFI will acquire all of the issued and outstanding Titan Common Shares and Titan will become a wholly-owned subsidiary of EFI. In addition, Titan Warrants will become exercisable to purchase EFI Common Shares pursuant to the Share Exchange Ratio and the terms of the Titan Warrant. Titan Options will expire the day immediately preceding the Effective Date.

    The Titan Common Shares trade on the TSX-V under the symbol “TUE” and on the FSE under the symbol “T4X”. As of the date of this Circular, Titan has the following securities outstanding:

    Type of Security Issued and Outstanding
    Titan Common Shares 129,787,967
    Titan Options 6,481,000
      1,917,500 exercisable at $0.265 per share expiring September 8, 2012
      1,413,500 exercisable at $0.15 per share expiring July 29, 2013
      3,150,000 exercisable at $0.59 per share expiring January 25, 2016
    Titan Warrants 20,652,191
    16,576,630 warrants exercisable for one common share at $0.45 expiring November 30, 2012
      2,186,361 exercisable for one common share at $0.50 expiring November 30, 2012
    1,299,106 exercisable for one unit consisting of one common share and one warrant at $0.30 expiring November 30, 2012; the underlying warrants included in the units are each exercisable for one common share at $0.45 expiring November 30, 2012

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    Type of Security Issued and Outstanding
         
      500,000 exercisable for one common share at $0.21 expiring August 3, 2013
      90,094 exercisable for one common share at $0.45 expiring November 30, 2012

    Interest of Certain Persons in the Acquisition

    Titan’s directors and senior management may have certain interests in connection with the Acquisition that may present them with actual or potential conflicts of interest.

    It is a covenant of Titan pursuant to the Combination Agreement that the Titan Board will have exercised the acceleration of the expiry date provision under the Titan Option Plan. Pursuant to this provision and the Combination Agreement, the Titan Board will declare that the expiry date for the exercise of all unexercised Titan Options granted under the Titan Option Plan accelerated to allow for all Titan Options to be exercised prior to the Effective Date. All unexercised Titan Options will expire on the business day immediately preceding the Effective Date. Titan Warrants exercised after the Effective Date will be exercisable for EFI Warrants, adjusted in accordance with their terms and as necessary to account for the Share Exchange Ratio.

    Directors

    Members of the Titan Board (other than directors who are also executive officers) hold, in the aggregate, directly or indirectly, 6,515,720 Titan Common Shares, representing approximately 5.0% of the Titan Common Shares outstanding as of December 31, 2011. Members of the Titan Board (other than directors who are also executive officers) hold, in the aggregate, directly or indirectly, 1,900,000 Titan Options and 1,950,000 Titan Warrants, representing approximately 29.3% of the Titan Options and 9.4% of the Titan Warrants outstanding, respectively, as of December 31, 2011. All of the Titan Common Shares, Titan Options and Titan Warrants held by the members of the Titan Board will be treated in the same fashion under the Plan of Arrangement as Titan Common Shares, Titan Options and Titan Warrants held by every other Titan Shareholder, Titan Optionholder and Titan Warrantholder.

    Executive Officers

    The current responsibility for the general management of Titan is held and discharged by a group of five executive officers, led by Chris Healey, the President and CEO of Titan. The executive officers of Titan and their holdings of Titan Common Shares and Titan Options as of December 31, 2011 are as follows:

    Name/Position
    Titan Common Shares
    Held
    Titan Stock Options Held
    Titan Warrants Held
    Chris Healey
    President and CEO

    0

    1,450,000

    0
    Rahoul Sharan
    CFO

    410,146

    950,000

    250,000
    Bev Funston
    Corporate Secretary

    0

    110,000

    0
    Greg Adams
    Vice President Development

    150,000

    350,000

    0
    Rod Koch
    Vice President Exploration

    0

    200,000

    0

    The executive officers of Titan, in the aggregate, directly or indirectly, hold 560,146 Titan Common Shares representing approximately 0.4% of the Titan Shares outstanding as of December 31, 2011. The executive officers of Titan, in the aggregate, directly or indirectly, hold 3,060,000 Titan Options and 250,000 Titan Warrants representing approximately 47.2% of the Titan Options and 1.2% of the Titan Warrants, outstanding, respectively, as of December 31, 2011.

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    All of the Titan Common Shares, Titan Options and Titan Warrants held by the executive officers of Titan will be treated in the same fashion under the Plan of Arrangement as Titan Common Shares, Titan Options and Titan Warrants held by every other Titan Shareholder, Titan Optionholder and Titan Warrantholder.

    Termination Provisions under Consulting Contracts

    The following officers and employees of Titan are party to written consulting agreements, which provide for varying time periods relating to notices of termination: Chris Healey, Rahoul Sharan, Jevin Werbes, Gregory Adams and Jamie Wilson. The agreements for Mr. Healey, Mr. Sharan and Mr. Werbes require the initial twelve month period of the contract to have expired before the contract can be terminated. The agreements for Mr. Adams and Ms. Wilson can be terminated at any time including before the expiry of the initial period of the agreement.

    Pursuant to the consulting agreement dated January 1, 2011 between Titan and Healex Consulting Ltd. (“ Healex ”), Titan has contracted with Healex for Chris Healey to provide services to Titan as President and CEO. The term of this contract is for an initial period of twelve months from January 1, 2011 up to December 31, 2011. The agreement may be terminated by Titan for cause and without notice for breach of the agreement, misconduct or neglect of duties, bankruptcy, incompetence and/or criminal conviction, or for any reason upon twelve months’ notice after the expiry of the initial term. Titan must pay Healex for work performed and reasonable expenses incurred during the notice period up to the date of termination.

    Pursuant to the consulting agreement dated April 1, 2011 between Titan and KJN Management Ltd. (“ KJN ”), Titan has contracted with KJN for Rahoul Sharan to provide services to Titan as Chief Financial Officer. The term of this contract is for an initial period of twelve months from April 1, 2011 until March 31, 2012. The agreement may be terminated by Titan for cause and without notice in the event of certain circumstances including breach of the agreement, misconduct or neglect of duties, bankruptcy, incompetence and/or criminal conviction, or for any reason upon twelve months’ notice after the expiry of the initial term. Titan must pay KJN for work performed and reasonable expenses incurred during the notice period up to the date of termination.

    Pursuant to the consulting agreement dated January 1, 2011 between Titan and Calico Management Ltd. (“ Calico ”), Titan has contracted with Calico for Jevin Werbes to provide services to Titan as Investment Relations Manager. The term of this contract is for an initial period of twelve months from January 1, 2011 until December 31, 2011. The agreement may be terminated by Titan for cause and without notice in the event of certain circumstances including breach of the agreement, misconduct or neglect of duties, bankruptcy, incompetence and/or criminal conviction, or for any reason upon six months’ notice after the expiry of the initial term. Titan must pay Calico for work performed and reasonable expenses incurred during the notice period up to the date of termination.

    Pursuant to the consulting agreement dated January 1, 2011 between Titan USA and Adams Consulting, Inc. (“ ACI ”), Titan USA has contracted with ACI for Gregory Adams to provide services to Titan USA as Vice President Development. The initial term is a period of twelve months from January 1, 2011 until December 31, 2011. Titan USA may terminate the agreement without notice at any time in the event of a breach of the agreement, misconduct or neglect in the discharge of duties, bankruptcy, incompetence and/or criminal conviction, or for any reason upon twelve months’ written notice. Titan USA is liable to pay ACI for all work undertaken and reasonable expenses incurred up to the effective date of termination.

    Pursuant to the consulting agreement dated January 1, 2011 between Titan USA and Geologic Consulting, Inc. (“ Geologic ”), Titan USA has contracted with Geologic for Jamie Wilson to provide geological consulting services to Titan USA. The initial term of the agreement is for a period of twelve months commencing January 1, 2011. Titan USA may terminate the agreement without notice at any time in the event of a breach of the agreement, misconduct or neglect in the discharge of duties, bankruptcy, incompetency and/or criminal conviction, or for any reason by giving four months written notice. Upon termination, Titan USA is responsible for paying Geologic for all work performed and appropriate expenses incurred by Ms. Wilson up to the effective date of termination.

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    Change of Control Provision under Employment Agreement

    Pursuant to an executive employment agreement dated January 1, 2010 between Titan and Rod Koch, Titan hired Koch to be Vice President Exploration for compensation of $12,500 per month. Upon a change of control, Koch may treat his agreement as terminated without cause. Titan is then obligated to provide Koch with a severance payment in lieu of notice. The severance payment consists of Koch’s full salary through to date of termination plus an amount equal to the amount of an award payable but not yet paid to Koch, in lieu of further salary for periods subsequent to the date of termination, an amount which shall be equal to the salary which would otherwise have been payable to Koch for twelve months following the date of termination plus any remaining options shall vest and expiring in accordance with the corporation’s option plan. If the Canadian Asset Sale is completed to Mega as described above under “Acquisition of Titan – Canadian Asset Sale”, it is anticipated that Mr. Koch will be employed by Mega.

    Material Contracts

    The following are a summary of the material contracts of Titan.

      (a)

    Loan agreements dated October 27, 2011 and December 8, 2011 pursuant to which Pinetree Resource Partnership has advanced an aggregate of $800,000 to Titan. The loan accrues interest at a rate of 5% per annum calculated monthly not in advance. The loan is due on the earlier of (i) the completion of an equity financing of EFI following the Acquisition of Titan or (ii) January 31, 2013.

         
      (b)

    The Bridge Loan Agreement. See discussion above under “Acquisition of Titan – Material Agreements Relating to the Acquisition”

         
      (c)

    Pursuant to the Sheep Mountain acquisition documents, Titan is required to make residual payments to Uranium One based on the month end spot price of uranium. See discussion above under “Information about Titan - Overview and Corporate Structure – History”.

         
      (d)

    Some of Titan’s Wyoming property is subject to the mining lease dated November 20, 1975 between McIntosh Cattle Company and Western Nuclear for 640 acres located in Fremont Wyoming. The lease grants the lessee mineral rights in exchange for royalty payments of 7.5% of mined value of all ores in raw, crude form.

         
      (e)

    Titan has the benefit of the State of Wyoming Uranium Mining lease dated January 2, 2004 between the state of Wyoming and U.S. Energy Corporation (“ USEC ”) and Crested Corp. (“ CC ”) lease with respect to 640 acres in Fremont Wyoming effective until January 1, 2014 pursuant to an assignment from USEC and CC to Uranium One on July 2, 2007 and then an assignment dated October 1, 2009 from Uranium One to UPC Uranium (USA), Inc. on November 12, 2009. UPC Uranium (USA), Inc. then changed its name to Titan Uranium USA Inc.

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    INFORMATION ABOUT EFI AFTER GIVING EFFECT TO THE ACQUISITION

    General

    On completion of the Acquisition, Titan will become a wholly-owned subsidiary of EFI. EFI will continue to be a corporation governed by the laws of Ontario and the EFI Common Shares will continue to trade on the TSX under the symbol “EFR”. Titan Common Shares will have been delisted from the TSX-V and the FSE.

    Head Office
    On completion of the Arrangement, EFI’s registered office will remain at 2 Toronto Street, Suite 500, Toronto, Ontario M5C 2B6.

    Transfer Agent and Auditor
    On completion of the Arrangement, EFI’s transfer agent will continue to be CIBC Mellon Trust Company and the auditor will continue to be KPMG LLP.

    Directors and Officers
    On completion of the Plan of Arrangement, Titan will be entitled to nominate three persons to the EFI Board. Titan’s nominees to the EFI Board are Sheldon Inwentash, Richard Patricio and Larry Goldberg. EFI intends to increase the size of the EFI Board to eight (8) directors. It is expected that upon completion of the Arrangement, two of the EFI Nominees, Robert J. Leinster and Douglas McIntosh, will resign to allow for Titan’s three nominees to join the EFI Board. After giving effect to such changes, the EFI Board would consist of Stephen P. Antony, J. Birks Bovaird, Paul A. Carroll, Mark E. Goodman, Bruce D. Hansen, Larry Goldberg, Sheldon Inwentash and Richard Patricio.

    Messrs. Antony, Bovaird, Carroll, Goodman and Hansen are currently directors of the Corporation. The following is a summary of the employment history for the preceding five years for each of the Titan Nominees:

    Sheldon Inwentash is currently the Chairman and a director of Titan. Since 1992, Mr. Inwentash has been the Chairman and Chief Executive Officer of Pinetree Capital Ltd., a Canadian investment company with a large portfolio of investments, primarily in the junior resource and energy sectors. Mr. Inwentash is a Chartered Accountant, and is a director and/or officer of the following public companies: Adira Energy Ltd., Brownstone Energy Inc., Mega Uranium Ltd, Pinetree Capital Ltd., Terreno Resources Corp., U3O8 Corp. and X-Terra Resources Corp.

    Richard Patricio is currently a director of Titan. Since 2005, Mr. Patricio has been the Executive Vice President, Corporate Affairs for Mega Uranium Ltd., a TSX listed uranium company. Prior to joining Mega Uranium, Mr. Patricio practiced law at a law firm in Toronto and worked as in-house General Counsel for a senior TSX listed company. Mr. Patricio is a lawyer qualified to practice law in the Province of Ontario, and is a director and/or officer of the following public companies: Mega Precious Metals Inc., X-Terra Resources Corporation, Dejour Enterprises Ltd., Mooncor Oil & Gas Corp., U3O8 Corp., and Terreno Resources Corp.

    Larry Goldberg is a Chartered Accountant. From August 2010 to September 2011 Mr. Goldberg was the Chief Financial Officer of ZENN Motor Company Inc., a TSX-V listed energy storage technology company. From February 2000 to August 2010, Mr. Goldberg was the Executive Vice-President and Chief Financial Officer of Pinetree Capital Ltd., a Canadian investment company listed on the TSX. In addition, from March 2004 to August 2011 Mr. Goldberg was the Chief Financial Officer of Mega Uranium Ltd., a uranium exploration company listed on the TSX, and from May 2004 to December 2009 Mr. Goldberg was the Chief Financial Officer of Brownstone Ventures Inc. (now called Brownstone Energy Inc.), an energy company listed on the TSX.

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    On completion of the Arrangement, the officers of EFI will consist of Stephen P. Antony, President and Chief Executive Officer, Jeffrey Vigil, Chief Financial Officer and Gary Steele, Senior Vice President -Corporate Marketing and Secretary.

    Business of EFI Post-Arrangement

    Upon completion of the Arrangement, EFI will continue to hold its rights to the Whirlwind Mine, located in Mesa County, Colorado and Grand County, Utah, the Energy Queen Mine, located in San Juan County, Utah, the San Rafael Project, located in Emery County, Utah and the Sage Plan Project, located in San Juan County, Utah and San Miguel County, Colorado. In addition, EFI will hold, through its wholly-owned subsidiary Titan, the rights to the Sheep Mountain Property. For more information about Sheep Mountain, please see “Information About Titan – Material Mineral Properties – Sheep Mountain”.

    Corporate Structure Following the Completion of the Plan of Arrangement

    The following chart shows the proposed inter-corporate relationships among EFI, and its material subsidiaries including Titan, after completion of the Plan of Arrangement.


    Pro Forma Financial Information

    Attached as Schedule D to this Circular is the unaudited pro forma consolidated financial information for EFI after giving effect to the Acquisition and is based on the assumptions described in the respective notes to EFI’s unaudited pro forma condensed consolidated financial statements as at and for the year ended September 30, 2011. The unaudited pro forma consolidated balance sheet has been prepared based on the assumption that, among other things, the Arrangement was completed as of September 30, 2011.

    The unaudited pro forma consolidated financial statements do not purport to project EFI’s consolidated financial position or results of operations for any future period. The unaudited pro forma consolidated financial statements are based on certain assumptions and adjustments. The selected unaudited pro forma consolidated financial information set out below should be read in conjunction with the description of the Acquisition contained in this Circular, the unaudited pro forma condensed consolidated financial statements attached to this Circular as Schedule D, the audited consolidated financial statements of Titan attached to this Circular as Schedule E and the audited consolidated financial statements of EFI available under EFI’s profile on SEDAR at www.sedar.com.

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    Authorized and Issued Share Capital

    The authorized share capital of EFI will remain unchanged as a result of the completion of the Arrangement.

    The following table sets out the shareholding of EFI before and after giving effect to the Acquisition, (assuming that no Titan Options are exercised prior to the Effective Date 1 ):

              Percentage of     Percentage of  
        Number of EFI     Non-Diluted     Fully-Diluted  
        Common Shares     Share Capital     Share Capital  
    EFI Common Shares outstanding pre- Arrangement   123,999,665     58.42%     50.22%  
    EFI Common Shares issued to Titan Shareholders under the Arrangement (based on 129,787,967 Titan Shares being outstanding)   88,255,818     41.58%     35.74%  
                       
    Non-Diluted Total:   212,255,483     100.00%     86.27%  
                       
    EFI Common Shares issuable pursuant to existing EFI Options   6,070,000     -     2.46%  
    EFI Common Shares issuable pursuant to Magnum Replacement Options   550,300     -     0.22%  
    EFI Common Shares issuable pursuant to existing EFI Warrants   13,110,000     -     5.31%  
    Issuable on exercise of existing Titan Warrants 2   14,926,881     -     6.05%  
                       
    Shares Reserved for Issuance:   34,657,181     -     14.03%  
                       
    Fully-Diluted Total:   246,912,664     -     100.00%  

    1. An aggregate of 6,481,000 Titan Options are currently outstanding, as described above under “Information About Titan – Capitalization of Titan”. Under the terms of the Arrangement, all Titan Options shall expire on the business day preceding the Effective Date. If all 6,481,000 Titan Options are exercised prior to the Effective Date, an additional 4,407,080 EFI Common Shares would be issuable pursuant to the Arrangement.

    2. There are currently 20,652,191 Titan Warrants outstanding, plus an additional 1,299,106 Titan Warrants which are issuable upon exercise of currently outstanding Titan Warrants. EFI Common Shares would be issuable upon exercise of Titan Warrants as follows:

      (a)

    up to 12,216,764 EFI Common Shares would be issuable at $0.662 until November 30, 2012;

         
      (b)

    up to 1,486,725 EFI Common Shares would be issuable at $0.735 until November 30, 2012; and

         
      (c)

    up to 883,392 EFI Common Shares would be issuable at $0.441 until November 30, 2012;

         
      (d)

    up to 340,000 EFI Common Shares would be issuable at $0.309 until August 3, 2013.

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    Principal Holders of Common Shares

    After giving effect to the Acquisition, to the best of the knowledge of the directors and executive officers of EFI, only Dundee Resources Limited will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the then issued and outstanding common shares of EFI.

    EXECUTIVE COMPENSATION

    Compensation Discussion and Analysis

    EFI has a Governance, Compensation & Nominating Committee (the “ Governance Committee ”), which is made up of three directors, being Bruce D. Hansen, Douglas McIntosh and Mark E. Goodman, each of whom is independent. Mr. Hansen has direct educational and work experience that is relevant to his responsibilities in executive compensation. The Governance Committee has been delegated the task of reviewing the performance of EFI’s management and advisors from time to time, and recommending compensation awards or adjustments. The ultimate decision on these issues rests with the EFI Board, taking into consideration the Governance Committee’s recommendations, corporate and individual performance, and industry standards. The experience of EFI Board and committee members who are also involved as management of, or EFI Board members or advisors to, other companies also informs decisions concerning compensation; however no formal objectives, criteria or analysis is used.

    Objectives of the Compensation Program
    The objectives of EFI’s compensation programs are to attract and retain the best possible executives and to motivate the executives to achieve goals consistent with EFI’s business strategy.

    Elements of Compensation
    The compensation practices are flexible, entrepreneurial and geared to meeting the requirements of the individual and hence securing the best possible talent to manage EFI. During 2011 there were three key elements used to compensate the Named Executive Officers (“ NEO ”), consisting of: (i) base salary, (ii) bonuses, and (iii) long-term incentives in the form of stock options.

    Determination of Compensation
    1. Base Salaries - Base compensation for the NEOs is generally fixed by the Governance Committee at its regularly scheduled meeting in December of each year for the following year. Increases or decreases in base salary or consulting fees on a year-over-year basis are dependent on the Governance Committee's assessment of the performance of EFI overall, EFI's projects and the particular individual’s contributions. The Governance Committee is free to set salary at any level it deems appropriate. In fixing salaries, the Governance Committee is generally mindful of its overall goal to keep cash compensation for its executive officers within the range of cash compensation paid by companies of similar size and industry.

    2. Bonuses - Along with the establishment of competitive base salaries and long-term incentives, one of the objectives of the executive compensation strategy is to encourage and recognize strong levels of performance by linking achievement by EFI of such specific objectives and the overall performance of the NEO, and in particular the contribution of the NEO, to the objective of maximizing value for EFI’s shareholders, as determined in the sole discretion of the EFI Board with input from the CEO of EFI. The bonus in respect of each financial year of EFI may be paid in one or more instalments, as determined by the EFI Board or as mutually agreed between EFI and the NEO. Target bonus awards in the financial year ended September 30, 2011 were 25% of base salary based on objective measures and individual performance as described under “Performance Goals”.

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    3. Long-Term Incentives - Stock Options - EFI relies on the grant of stock options to align management’s interest with shareholder value. Grant ranges are established independently each time grants of stock options are made to provide competitive long-term incentive value, with significant recognition of contribution and potential of the individual. The options have a 5 year term and at an exercise price not to exceed the closing price of EFI Common Shares on the TSX for the trading day prior to the date of grant. For more information on EFI’s Option Plan see “ Securities Authorized for Issuance under Equity Compensation Plans ”.

    When determining the number of stock options to be granted to an executive officer, the Governance Committee takes into account the number and terms of EFI Options previously granted to the executive officer. The Governance Committee considers option compensation granted by similar companies to executives with similar responsibilities, comparing such option grants on the basis of the percentage they represent of total shares outstanding rather than the absolute number of such options. In December 2011, EFI commissioned a compensation survey which analyzed the overall compensation of NEO’s (including option compensation). The survey focused on a subset of companies with market capitalizations between $15 million and $150 million, including nine uranium companies and eighteen companies drawn from the pool of junior/emerging gold, silver, copper and other metal mining companies. Options granted to NEOs are made subject to specific vesting requirements which may include vesting over a particular period.

    Performance Goals

    Performance goals of the NEO apply in determining base salary increases, bonus awards, and the number of stock option awards. These goals are subjective and, therefore, subject to discretion by the Governance Committee and the EFI Board.

    (a)

    President and Chief Executive Officer (“ CEO ”)

    (i)

    Implement the strategic goals and objectives of EFI.

    (ii)

    Assist in enabling the EFI Board to fulfill governance responsibilities.

    (iii)

    Provide direction and leadership toward the achievement of EFI’s philosophy, mission, strategy and annual goals and objectives.

    (iv)

    Raise and maintain EFI’s profile within the investment community.

    (v)

    Assume full responsibility for the day to day operations of EFI.

    (vi)

    Implement day to day operations of EFI, including evaluating, acquiring and developing properties, projects and professional talent.

    (vii)

    Assure adequate funding exists to carry on business plan as approved by the EFI Board.

         
    (b)

    Chief Financial Officer (“ CFO ”)

    (i)

    Ensure that EFI’s financial reporting is timely and in compliance with Canadian GAAP and all regulatory rules and regulations.

    (ii)

    Ensure that EFI has adequate internal controls to ensure proper custodial safekeeping of EFI’s assets and timely and accurate reporting of EFI’s business activities.

    (iii)

    Assist in enabling the EFI Board to fulfill governance responsibilities.

    (iv)

    Work with CEO to assure adequate funding to support goals & objectives of the Corporation.

         
    (c)

    Senior Vice President and Corporate Secretary(“ SVP ”)

    (i)

    Perform all duties and requirements of the Corporation’s EFI Corporate Secretary.

    (ii)

    Provide all Investor Relations activities for the Corporation, including developing multiple investor contacts within the industry.

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      (iii)

    Serve as the Chief Marketing and Sales representative for EFI’s principal products (uranium and vanadium) and develop strong customer base.

      (iv)

    Promote EFI image as a reliable supplier to the nuclear power industry.

      (v)

    Oversee and monitor international business development opportunities for EFI.

    The Governance Committee considers the implications of risks associated with compensation policies and practices by working closely with the CEO. The CEO is tasked with assuring fair and competitive practices are followed regarding employee compensation at all levels of the company.

    Change of Control
    The events that trigger payment to a NEO on account of a change of control are negotiated and documented in each employment contract or letter of understanding. These benefits attempt to balance the protection of the employee upon a change of control with the preservation of the executive base in the event such a change of control occurs. As noted below under the heading “ Termination and Change of Control Benefits ”, there are certain circumstances that trigger payment, vesting of stock options, or the provision of other benefits to a NEO upon termination and change of control.

    Performance Graph
    The following graph compares the total cumulative shareholder return for $100 invested in EFI Common Shares on September 30, 2006 with the total return of the S&P/TSX Composite GIC (Diversified Metals and Mining) Index for the five most recently completed financial years (assuming reinvestment of dividends). EFI Common Shares are listed for trading on the TSX under the symbol “EFR”. Prior to March 19, 2007, the EFI Common Shares were listed and traded on the TSX Venture Exchange.

    64



      2006 2007 2008 2009 2010 2011
    Energy Fuels Inc. $1.71 $1.72 $0.475 $0.35 $0.36 $0.25
    Value of $100 Investment $100.00 $100.58 $27.78 $20.47 $21.05 $14.62
    S&P/TSX Composite GICS
    (Diversified Metals & Mining)
    4,869.07
    7,981.94
    4,824.87
    7,649.65
    10,117.50
    7,485.06
    Value of $100 Investment $100.00 $163.93 $99.09 $157.11 $207.79 $153.73

    EFI’s compensation to executive officers has generally increased during the five most recently completed financial years. The total cumulative shareholder return for an investment in EFI Common Shares has exhibited the same trend. Executive compensation has also increased due to the competition among organizations operating in the natural resources sector to attract and retain the best possible executives.

    Option Based awards
    The EFI Option Plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of EFI. In determining the number of options to be granted to the executive officers, the EFI Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX, and closely align the interests of the executive officers with the interests of shareholders.

    The Governance Committee has the responsibility to administer the compensation policies related to the executive management of EFI, including option-based awards.

    65


    Summary Compensation Table

    During the fiscal year ended September 30, 2011, EFI had three NEOs, as defined in Form 51-102F6 of NI 51-102, namely the President and CEO, the CFO, and the Senior Vice President - Corporate Marketing & Secretary. The following table sets forth the compensation awarded, paid to or earned by the NEOs of EFI for the fiscal years ended September 30, 2011, 2010 and 2009.






    Name and
    Principal Position






    Year





    Salary
    ($) (1)



    Share-
    Based
    Awards
    ($)



    Option-
    Based
    Awards
    ($) (2)
    Non-Equity Incentive Plan
    Compensation ($)




    Pension
    Value
    ($)




    All Other
    Compensation
    ($)




    Total
    Compensation
    ($)


    Annual
    Incentive
    Plans

    Long-
    Term
    Incentive
    Plans
    Stephen P.
    Antony,
    President & CEO
    2011
    2010
    2009
    269,715
    233,357
    214,440
    Nil
    Nil
    Nil
    114,600
    76,135
    22,850
    103,890
    Nil
    107,220
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    488,205
    309,492
    344,510
    Jeffrey L. Vigil,
    CFO
    2011
    2010
    2009
    164,945
    154,018
    69,479
    Nil
    Nil
    Nil
    45,840
    12,392
    27,190
    36,362
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    247,147
    166,410
    96,669
    Gary R. Steele,
    Sr. VP -Corporate
    Marketing &
    Secretary
    2011
    2010
    2009
    142,648
    111,258
    88,737
    Nil
    Nil
    Nil
    45,840
    12,392
    27,190
    23,895
    Nil
    5,361
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    212,383
    123,650
    121,288

    (1)

    As Messrs Antony, Vigil and Steele are non-residents of Canada; their compensation is paid in US dollars. The amounts relating to their compensation have been converted from US dollars to Canadian dollars at the following exchange rates:

         
    (a)

    $1 (US) to $1.0389 (Cdn); nominal noon rate of exchange on September 30, 2011.

    (b)

    $1 (US) to $1.0298 (Cdn); nominal noon rate of exchange on September 30, 2010.

    (c)

    $1 (US) to $1.0722 (Cdn); nominal noon rate of exchange on September 30, 2009.

         
    (2)

    The fair value of each option award granted at the time of the grant was calculated using the Black-Scholes option-pricing model. For the assumptions made in calculating the fair value of these options, see “Note 7 – Capital Stock” to EFI’s financial statements for the fiscal year ended September 30, 2011.

    Incentive Plan Awards

    The table below shows the number of stock options outstanding for each NEO and their value at September 30, 2011 based on the last trade of EFI Common Shares on the TSX prior to the close of business on September 30, 2011 of $0.25.

    66


    Outstanding Share-Based Awards and Option-Based Awards








    Name
    Option-Based Awards               Share-Based Awards

    Number of
    Securities
    Underlying
    Unexercised
    Options
    ($)



    Option
    Exercise
    Price
    ($)





    Option
    Expiration Date


    Value of
    Unexercised In-
    the-Money
    Options
    ($)

    Number of
    Shares or Units
    of Shares that
    Have Not
    Vested
    (#)
    Market or
    Payout Value
    of Share-
    Based Awards
    that Have Not
    Vested
    ($)
    Stephen P.
    Antony


    200,000
    100,000
    150,000
    300,000
    300,000
    2.25
    0.35
    0.35
    0.20
    0.51
    1/8/2013
    2/4/2014
    10/22/2014
    7/13/2015
    4/13/2016
    Nil
    Nil
    Nil
    15,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Jeffrey L. Vigil

    100,000
    100,000
    120,000
    0.35
    0.20
    0.51
    7/17/2014
    7/13/2015
    4/13/2016
    Nil
    5,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Gary Steele

    100,000
    100,000
    120,000
    0.35
    0.20
    0.51
    7/17/2014
    7/13/2015
    4/13/2016
    Nil
    5,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil

    Incentive Plan Awards – Value Vested or Earned During the Year




    Name
    Option-Based Awards –
    Value Vested During the
    Year
    ($)
    Share-Based Awards –
    Value Vested During the
    Year
    ($)
    Non-Equity Incentive Plan
    Compensation – Value
    Earned During the Year
    ($)
    Stephen P. Antony 127,575 Nil Nil
    Jeffrey L. Vigil 49,970 Nil Nil
    Gary Steele 49,970 Nil Nil

    Pension Plan Benefits

    EFI does not provide defined pension plan benefits to its directors or officers.

    Termination and Change of Control Benefits

    EFI has an executive employment agreement with Stephen P. Antony and letters of understanding and change of control with Jeffrey L. Vigil and Gary R. Steele.

    In the event of the termination of Mr. Antony’s employment without cause or upon a change of control of EFI, Mr. Antony will be entitled to receive all outstanding base salary and vacation accrued to date of termination and a lump sum payment equal to two and one-half times his base salary, plus two and one-half times the amount of his highest annual performance bonus paid for any fiscal year beginning October 1, 2007. In the event of death or disability, Mr. Antony is entitled to receive all outstanding base salary and vacation accrued. The effective term of this employment agreement is April 1, 2010 through March 31, 2013.

    The estimated additional payment to Mr. Antony in the case of termination without cause, or upon a change of control, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, is $1,298,625 (based on an exchange rate of US$1.00 to Cdn$1.0389 as of September 30, 2011).

    67


    Pursuant to Letters of Understanding and Change of Control Provisions between EFI and each of Jeffrey L. Vigil and Gary R. Steele, each dated as of March 31, 2011, in the event of a change of control, Mr. Vigil and Mr. Steele may elect to terminate their employment with EFI unilaterally within thirty days of the occurrence of the change of control. If their employment is so terminated, EFI will pay them all outstanding base salary and vacation pay accrued to the effective date of termination and will provide a lump sum payment equal to one and one-half times their base salary plus one and one-half times the amount of the highest annual performance bonus paid to that individual.

    Director Compensation

    Director Compensation Table
    EFI's policy with respect to directors' compensation was developed by the Governance Committee. The following table sets forth the compensation awarded, paid to or earned by the directors of EFI during the most recently completed fiscal year ended September 30, 2011. Directors of EFI who are also officers or employees of EFI are not compensated for service on the EFI Board, therefore no fees are payable to Stephen P. Antony for his service as a director of EFI.




    Name

    Fees
    Earned
    ($)
    Share-
    Based
    Awards
    ($)
    Option-
    Based
    Awards
    ($) (1)
    Non-Equity
    Incentive Plan
    Compensation
    ($)

    Pension
    Value
    ($)

    All Other
    Compensation
    ($)


    Total
    ($)
    J. Birks Bovaird 44,000 Nil 38,200 Nil Nil Nil 82,200
    Paul A. Carroll 13,500 Nil 76,400 Nil Nil Nil 89,900
    Mark E. Goodman 15,750 Nil 38,200 Nil Nil Nil 53,950
    Bruce D. Hansen 18,750 Nil 38,200 Nil Nil Nil 56,950
    Robert J. Leinster 31,000 Nil 38,200 Nil Nil Nil 69,200
    Douglas McIntosh 11,250 Nil 38,200 Nil Nil Nil 49,450

    (1)

    The fair value of each option award granted at the time of the grant was calculated using the Black-Scholes option-pricing model. For the assumptions made in calculating the fair value of options, see “Note 7 – Capital Stock” to EFI’s financial statements for the fiscal year ended September 30, 2011.

    Retainer and Meeting Fees
    EFI’s director compensation program is designed to enable EFI to attract and retain highly qualified individuals to serve as directors. In fiscal 2011, directors’ compensation, which is paid only to non-employee directors, consisted of:

    • quarterly retainer for the Chairman of the EFI Board of $8,000;
    • quarterly retainer for the audit committee chairperson of $4,000 and additional quarterly retainer for other committee chairpersons of $1,500;
    • board meeting fee of $1,500 per meeting if attended in person or telephonically;
    • Audit and Compensation Committee meeting fees of $750 per meeting if attended in person or telephonically;
    • annual board meeting fee of $1,500 per meeting if attended in person or telephonically; and
    • reimbursement of related travel and out-of-pocket expenses.

    68


    Incentive Plan Awards

    The table below shows the number of stock options outstanding for each director and their value at September 30, 2011 based on the last trade of the EFI Common Shares on the TSX prior to the close of business on September 30, 2011 of $0.25.

    Outstanding Share-Based Awards and Option-Based Awards









    Name
    Option-Based Awards         Share-Based Awards



    Number of
    Securities
    Underlying
    Unexercised
    Options




    Option
    Exercise
    Price
    ($)





    Option
    Expiration
    Date



    Value of
    Unexercised
    In-the-Money
    Options
    ($)

    Number of
    Shares or
    Units of
    Shares that
    Have Not
    Vested
    ($)
    Market or
    Payout Value
    of Share-
    Based
    Awards that
    Have Not
    Vested
    ($)
    J. Birks Bovaird
    (Chairman)

    100,000
    100,000
    150,000
    100,000
    2.25
    0.35
    0.30
    0.51
    1/8/2013
    2/4/2014
    8/5/2015
    4/16/2016
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Paul A. Carroll
    150,000
    200,000
    0.30
    0.51
    8/5/2015
    4/16/2016
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Mark E. Goodman
    150,000
    100,000
    0.30
    0.51
    8/5/2015
    4/16/2016
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Bruce D. Hansen


    100,000
    100,000
    150,000
    100,000
    2.25
    035
    0.30
    0.51
    1/8/2013
    2/4/2914
    8/5/2015
    4/16/2016
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Robert J. Leinster


    100,000
    100,000
    150,000
    100,000
    2.25
    0.35
    0.30
    0.51
    1/8/2013
    2/4/2014
    8/5/2015
    4/16/2016
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Douglas McIntosh


    100,000
    100,000
    150,000
    100,000
    2.25
    0.35
    0.30
    0.51
    1/8/2013
    2/4/2014
    8/5/2015
    4/16/2016
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil

    Incentive Plan Awards – Value Vested or Earned During the Year





    Name

    Option-Based Awards –
    Value Vested During the
    Year
    ($)

    Share-Based Awards –
    Value Vested During the
    Year
    ($)
    Non-Equity Incentive
    Plan Compensation –
    Value Earned During
    the Year
    ($)
    J. Birks Bovaird 38,200 Nil Nil
    Paul A. Carroll 76,400 Nil Nil
    Mark E. Goodman 38,200 Nil Nil
    Bruce D. Hansen 38,200 Nil Nil
    Robert J. Leinster 38,200 Nil Nil
    Douglas McIntosh 38,200 Nil Nil

    69


    Securities Authorized For Issuance Under Equity Compensation Plans

    The following table provides information as of September 30, 2011, concerning options outstanding pursuant to the EFI Option Plan, which has been approved by the shareholders of EFI:




    Plan Category
    Number of Common
    Shares
    to be issued upon exercise
    of outstanding options

    Weighted-average
    exercise price of
    outstanding options
    Number of Common Shares
    remaining available for future
    issuance under the EFI Option
    Plan
    EFI Option Plan 6,070,000 $0.60 6,329,967
    Magnum
    Replacement Options
    550,300
    $0.45
    Nil

    EFI Option Plan
    The EFI Option Plan was established by the directors on February 24, 2003 and first approved by EFI Shareholders on July 8, 2003. The EFI Option Plan was re-approved by EFI Shareholders on June 13, 2005, and again on May 26, 2006. At an annual and special meeting of EFI Shareholders on May 16, 2007, the 2007 Amended and Restated Stock Option Plan was approved, which reflected certain amendments to EFI Option Plan so as to remove provisions that were required when EFI was listed on the TSX-V, but were no longer required after EFI became listed on the TSX in March 2007. The EFI Option Plan was ratified by EFI Shareholders at the annual and special meeting of EFI Shareholders on March 10, 2010.

    The EFI Option Plan provides for a “rolling” limit, such that the aggregate number of shares reserved for issuance under the EFI Option Plan shall not exceed 10% of the total number of issued and outstanding Common Shares (calculated on a non-diluted basis) at the time of any stock option grant.

    The material provisions of the EFI Option Plan are as follows:

    (a)

    the EFI Option Plan provides for the issuance of options to directors, officers, employees, consultants and other persons who provide ongoing services to EFI;

       
    (b)

    the persons who are eligible to be granted options under the EFI Option Plan are “service providers”, which includes (i) any director, officer or employee or insider of EFI or any of its affiliates, and (ii) any other person or company engaged to provide ongoing consulting, technical, management or other services to EFI or any affiliated entity of EFI;

       
    (c)

    based on the 123,999,665 EFI Common Shares which are outstanding as of December 31, 2011, the maximum number of EFI Common Shares which could be made issuable under the EFI Option Plan as of that date was 12,399,967; options in respect of an aggregate of 6,070,000 EFI Common Shares had been granted and were outstanding under the EFI Option Plan, such that options in respect of an additional 6,329,967 EFI Common Shares could be issued;

       
    (d)

    the number of EFI Common Shares that may be issuable under the EFI Option Plan, together with any other share-based compensation arrangements of EFI, to insiders of EFI, may not exceed 10% of the EFI Common Shares outstanding on the date of grant. The number of EFI Common Shares that may be issued, within any one-year period, to insiders of EFI, may not exceed 10% of the EFI Common Shares outstanding. The EFI Option Plan does not impose any other limitations on the number of options that may be granted to any one individual or any classes of individuals;

       
    (e)

    the exercise price of each option granted under the EFI Option Plan is determined by the EFI Board but may not be less than the closing price of the EFI Common Shares on the TSX or another exchange designated by the EFI Board on the trading day immediately prior to the date of the option grant or, if the EFI Common Shares do not trade on such date, then the exercise price may not be less than the average of the daily bid and ask prices of the EFI Common Shares at the close of trading on the trading day immediately prior to the date of the option grant. If EFI's shares cease to be traded on an exchange, the exercise price will be the fair market value of the EFI Common Shares as determined by the EFI Board in its discretion;

    70



    (f)

    the EFI Board has the discretion to determine the term and vesting provisions (if any) of options granted under the EFI Option Plan, provided that the term of an option may not exceed ten (10) years. If the EFI Board does not set the vesting provisions for options granted under the EFI Option Plan, by default, those options will vest and become exercisable as to 1/3 on the first anniversary of the date of grant, as to an additional 1/3 on the second anniversary of the date of grant and as to the remaining 1/3 on the third anniversary of the date of grant;

       
    (g)

    if a holder of an option ceases to be a service provider to EFI (other than as a result of the death of such holder), such holder’s options terminate on the earlier of (i) 90 days after the holder ceases to be a service provider, and (ii) the original expiry date of the option;

       
    (h)

    if a holder of an option dies while he or she is a service provider, such holder’s options terminate on the earlier of (i) one year after the date of death of the holder, and (ii) the original expiry date of the option;

       
    (i)

    options may not be assigned or transferred, except (i) by will or by the laws of descent and distribution, or (ii) transfers to (A) personal holding companies controlled by a service provider, the shares of which are held directly or indirectly by the service provider, his or her spouse, minor children and/or minor grandchildren, or (B) a registered retirement savings plan established by and for the sole benefit of a service provider, or (C) an inter vivos trust if the service provider is the trustee, and the beneficiaries of which trust include only the service provider, his or her spouse, minor children and minor grandchildren;

       
    (j)

    the EFI Board may amend the terms of the EFI Option Plan without the approval of shareholders, except for any amendment which (i) changes the maximum number of EFI Common Shares that may be issued under the EFI Option Plan, whether as a fixed number of EFI Common Shares or as a percentage of the number of EFI Common Shares outstanding from time to time (other than to reflect an adjustment otherwise permitted under the EFI Option Plan), (ii) reduces the exercise price or extends the expiry period of any option, or (iii) expands the class of participants eligible to participate in the EFI Option Plan, any of which amendments require the approval of shareholders. Without limiting the generality of the foregoing, the following are examples of the types of amendments which the EFI Board may make to the Stock Option Plan without seeking shareholder approval:


      (i)

    amendments necessary to comply with applicable laws or the rules, policies or notices of the TSX or another exchange;

         
      (ii)

    amendments of a “housekeeping nature”, including, without limitation, amendments for the purpose of clarifying the meaning of existing provisions of the EFI Option Plan or to correct or supplement any provision of the EFI Option Plan that is inconsistent with any other provision of the EFI Option Plan;

         
      (iii)

    the addition or modification of a cashless exercise feature, payable in cash or EFI Common Shares, which provides for a full deduction of the number of EFI Common Shares from the EFI Option Plan reserve;

         
      (iv)

    amendments respecting the administration of the EFI Option Plan; and

         
      (v)

    the addition of any form of financial assistance by EFI to optionees for the purpose of exercising options granted under the EFI Option Plan.

    71


    Magnum Replacement Options
    The Corporation issued 2,028,000 stock options of the Corporation pursuant to the acquisition of Magnum Uranium Corp. (“Magnum”) on June 30, 2009 to the holders of options granted pursuant to the Magnum 2009 Option Plan. All of the options were exercisable at the date of acquisition, with an exercise price of $0.45 per share. No further stock options will be granted pursuant to the Magnum 2009 Option Plan. The options have varying expiry dates with the last options expiring in November 2012.

    AUDIT COMMITTEE DISCLOSURE

    EFI is required to have an audit committee. The following directors, all of whom are independent directors, are currently members of EFI's Audit Committee: Paul A. Carroll, Bruce D. Hansen, Mark E. Goodman, and Robert J. Leinster. Robert J. Leinster is the Chairman of the Audit Committee.

    Additional information regarding EFI’s Audit Committee, its members and charter, as well as information concerning auditor compensation, is set out in Item 13 of the EFI’s AIF which may be found on SEDAR at www.sedar.com.

    CORPORATE GOVERNANCE DISCLOSURE

    In accordance with NI 58-101, information on EFI’s corporate governance practices is set out in Schedule F of the Circular.

    INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

    No person who has been a director or executive officer of EFI at any time since the beginning of its last completed financial year or any associate of any such director or executive officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in the Circular.

    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    Except as disclosed herein, no insider of EFI or proposed Nominee for election as director has any material interest in any transactions involving EFI since the commencement of the last financial year or in any proposed transaction which has materially affected or would affect EFI.

    INTERESTS OF EXPERTS

    Qualified Persons
    Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado prepared the Whirlwind Technical Report, the Energy Queen Technical Report and the Sage Plain Project Technical Report for EFI. O. Jay Gatten, Professional Geologist, of North American Exploration, Inc. prepared the San Rafael Technical Report for EFI. Each of the above technical reports are incorporated by reference in this Circular. To the knowledge of management of EFI, Mr. Gatten beneficially owns 3,900 EFI Common Shares.

    The Sheep Mountain Technical Report was prepared for Titan by Douglas L. Beahm, P.E., P.G. Principal Engineer of BRS Engineering and is discussed under the section entitled “Information About Titan”.

    Auditors
    The audited Annual Financial Statements of EFI which are incorporated by reference in this Circular were audited by KPMG LLP. In connection with their audit of the Annual Financial Statements, KPMG LLP reported to EFI’s Audit Committee that they are independent of EFI in accordance with the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

    72


    The audited Annual Financial Statements of Titan which are attached as Schedule E to this Circular were prepared Davidson & Company LLP. Davidson & Company LLP is independent of Titan in accordance with the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

    Financial Advisors
    The Fairness Opinion, which is attached hereto as Schedule C, has been prepared by Dundee Securities. As of December 5, 2011, investment funds managed by Dundee Securities and sub-advised by Dundee Corporation owned or controlled less than 1% of the outstanding Titan Common Shares (1.3% assuming exercise of Titan Warrants entitling such funds to acquire additional Titan Common Shares). As at the date hereof, Dundee Resources Limited, a wholly-owned subsidiary of Dundee Securities’ significant shareholder, owns approximately 18.5% of the EFI Common Shares.

    Legal Counsel
    Certain legal matters relating to the Arrangement will be passed upon by Borden Ladner Gervais LLP on behalf of EFI and MacPherson Leslie & Tyerman LLP on behalf of Titan. As at the date hereof, the partners and associates of each of Borden Ladner Gervais LLP and MacPherson Leslie & Tyerman LLP as a group, own directly or indirectly, less than 1% of the EFI Common Shares. This Circular does not contain any statements or opinions of either Borden Ladner Gervais LLP or MacPherson Leslie & Tyerman LLP.

    Except as set out herein, to the knowledge of management of EFI and Titan as at the date hereof, none of the experts, or designated professionals of the experts named above have any registered or beneficial interest, direct or indirect, in any securities or other property of EFI or Titan or their respective associates or affiliates when the experts prepared their respective reports.

    ADDITIONAL INFORMATION

    Additional information relating to EFI may be found on SEDAR at www.sedar.com. Financial information is provided in EFI’s comparative financial statements and MD&A for its most recently completed financial year which are available on SEDAR or can be received upon written request to EFI.

    DIRECTORS' APPROVAL

    The board of directors of EFI has approved the contents and the sending of this Circular.

    DATED at Toronto, Ontario this 10 th day of January, 2012.

      BY ORDER OF THE BOARD
       
        (signed) “Stephen P. Antony”
         
        Stephen P. Antony, President
        and Chief Executive Officer

    73


    CONSENT OF EXPERTS

    Consent of Dundee Securities Ltd.
    To the Board of Directors of Energy Fuels Inc.:

    We refer to the written fairness opinion dated December 5, 2011, which we prepared for the Board of Directors of Energy Fuels Inc. (‘‘EFI’’) in connection with the plan of arrangement involving EFI and Titan Uranium Inc.

    We consent to the inclusion of the fairness opinion, a summary of the fairness opinion and our firm name in the management information circular of EFI dated January 10, 2012.

    (Signed) “Dundee Securities Ltd.”

    Toronto, Ontario

    January 10, 2012

    74



    KPMG LLP  
    Chartered Accountants Telephone (416) 777-8500
    Bay Adelaide Centre Telefax (416) 777-8818
    333 Bay Street, Suite 4600 www.kpmg.ca
    Toronto, ON M5H 2S5  

    AUDITORS’ CONSENT

    To the Board of Directors of Energy Fuels Inc.

    We have read the Notice of Annual and Special Meeting of Shareholders and Management Information Circular dated January 10, 2012 in respect of the transaction involving the acquisition by Energy Fuels Inc. (the “Company”) of the outstanding common shares of Titan Uranium Inc. We have complied with Canadian generally accepted standards for an auditor's involvement with offering documents.

    We consent to the incorporation by reference in the above-mentioned management information circular of our report to the Shareholders of the Company, on the financial statements of the Company, which comprise the consolidated balance sheets as at September 30, 2011 and 2010, the consolidated statements of comprehensive loss, shareholders’ equity and cash flows for each of the years in the two-year period ended September 30, 2011, and notes, comprising a summary of significant accounting policies and other explanatory information. Our report is dated December 21, 2011.


    Chartered Accountants, Licensed Public Accountants
    Toronto, Canada
    January 10, 2012

    75



    AUDITORS' CONSENT

    We have read the management information circular of Energy Fuels Inc. dated January 10, 2012 relating to the proposed business combination of Energy Fuels Inc. and Titan Uranium Inc. We have complied with Canadian generally accepted standards for an auditor's involvement with offering documents.

    We consent to the use in the above mentioned information circular of our report to the directors of Titan Uranium Inc. on the consolidated balance sheet of Titan Uranium Inc. as at August 31, 2011 and the consolidated statements of operations, shareholders’ equity and cash flows for the year ended August 31, 2011. Our report is dated December 12, 2011 (except as to Note 16 which is as of January 10, 2012).

                “DAVIDSON & COMPANY LLP”
       
    Vancouver, Canada Chartered Accountants
       
    January 10, 2012  



     


       
    BRS, Inc.  
    P.O. Box 1104  
    Broomfield, CO 80038-1104  
    E-Mail: brs@wyoming.com  
    303 410-6781 Fax: 303 464-1865  

    CONSENT OF QUALIFIED PERSON

    Energy Fuels Inc.
    Ontario Securities Commission
    British Columbia Securities Commission
    Alberta Securities Commission
    Saskatchewan Financial Services Commission
    The Manitoba Securities Commission
    Toronto Stock Exchange

    Dear Sirs/Mesdames:

    Re: Energy Fuels Inc. (the “ Company ”)
      Management Information Circular dated January 10, 2012 (the “ Circular ”)

    The undersigned hereby consents to being named in the Circular and to the use of and inclusion of reference in the Circular by the Company to the technical report entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA – 43-101 Mineral Resource Report Update” dated March 1, 2011 (the “ Technical Report ”). I also consent to any extracts from or summary of the Technical Report in the Circular or included by reference in the Circular of the Company.

    I, Douglas L. Beahm, hereby confirm that I have read the Circular and have no reason to believe that there are any misrepresentations in the information contained in the Circular that are: (a) derived from the Technical Report; or (b) within my knowledge as a result of the services I performed in connection with the Technical Report.

    Dated this 10 th day of January, 2012.


       
    Douglas L. Beahm, P.E., P.G.  
    Principal Engineer and President  
    BRS, Inc.  


    SCHEDULE A - ARRANGEMENT RESOLUTIONS

    RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC.
    (the “Corporation”)

    WHEREAS the Corporation has entered into a business combination agreement dated December 5, 2011 (the “ Combination Agreement ”) with Titan Uranium Inc. (“ Titan ”) to complete a transaction whereby the Corporation would acquire all of the issued and outstanding common shares of Titan (“ Titan Shares ”) in exchange for common shares of the Corporation (“ EFI Common Shares ”) on the basis of 0.68 of an EFI Share for each whole Titan Share (the “ Share Consideration ”), and assume all of the warrants (“ Titan Warrants ”) exercisable for Titan Shares, on the terms and conditions set out in the Combination Agreement, as more fully described in the management information circular of the Corporation dated January 10, 2012 (the “ Circular ”);

    AND WHEREAS the Corporation in accordance with Section 611(c) of the Toronto Stock Exchange Company Manual, wishes to obtain the requisite shareholder approval for the issuance of the EFI Shares comprising the Share Consideration and the EFI Common Shares made issuable by the assumption by EFI of the Titan Warrants in connection with the completion of the arrangement as contemplated in the Combination Agreement;

    NOW THEREFORE BE IT RESOLVED THAT:

    1.

    The issuance of the EFI Common Shares comprising the Share Consideration pursuant to the terms of the Combination Agreement as described in the Circular is hereby approved.

       
    2.

    The issuance of the EFI Common Shares upon the due exercise of the Titan Warrants pursuant to the terms of the Combination Agreement as described in the Circular is hereby approved.

       
    3.

    The Combination Agreement and all of the transactions contemplated therein, including but not limited to, the issuance of a maximum of 109,030,456 EFI Common Shares to be issued and made issuable pursuant to the Arrangement, as described in the Circular, and the actions of the directors of the Corporation in approving the Combination Agreement and the actions of the officers of the Corporation in executing and delivering the Combination Agreement and any amendments thereto are hereby ratified, confirmed and approved.

       
    4.

    Any director or officer of the Corporation is hereby authorized and directed to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing.

       
    5.

    The board of directors of the Corporation be and it is authorized to abandon all or any part of these resolutions at any time prior to giving effect thereto.

    A-1


    SCHEDULE B - PLAN OF ARRANGEMENT

    ARTICLE 1 - DEFINITIONS AND INTERPRETATION

    1.1

    Definitions

    In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

      (a)

    Arrangement ” means the arrangement under the provisions of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendment or supplement hereto made in accordance with the Business Combination Agreement, the provisions hereof or at the direction of the Court in the Final Order;

         
      (b)

    Business Combination Agreement ” means this business combination arrangement agreement dated as of December 5, 2011, between EFI and Titan, as amended, amended and restated or supplemented prior to the Effective Date;

         
      (c)

    Business Day ” means any day other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario or Saskatoon, Saskatchewan;

         
      (d)

    CBCA” means the Canada Business Corporations Act ;

         
      (e)

    Court ” in the context of this Plan of Arrangement means the Ontario Superior Court of Justice;

         
      (f)

    CRA ” means the Canada Revenue Agency;

         
      (g)

    Depositary ” means such trust company, bank or financial institution agreed to in writing between EFI and Titan for the purpose of, among other things, exchanging certificates representing Titan Common Shares for EFI Common Shares in connection with the Arrangement;

         
      (h)

    Dissent Right ” shall have the meaning ascribed thereto in Article 4.1;

         
      (i)

    Dissenting Shareholder” means a holder of Titan Common Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Titan Common Shares;

         
      (j)

    Effective Date ” means the date shown on the certificate of arrangement issued under the CBCA giving effect to the Arrangement;

         
      (k)

    Effective Time ” means 12:01 a.m. (Toronto Time) on the Effective Date;

         
      (l)

    EFI ” means Energy Fuels Inc., a corporation continued under the Business Corporations Act (Ontario);

         
      (m)

    EFI Common Shares ” means the issued and outstanding common shares of EFI as constituted on the date hereof;

         
      (n)

    Final Order ” means the final order of the Court made in connection with the approval of the Arrangement, including all amendments thereto made prior to the Effective Time;

    B-1



      (o)

    Former Titan Shareholders ” means the holders of Titan Common Shares immediately prior to the Effective Time;

         
      (p)

    Interim Order ” means the interim order of the Court made pursuant to Section 192 of the CBCA in connection with the Arrangement, including any amendment thereto;

         
      (q)

    Plan of Arrangement ” means this plan of arrangement, as amended, modified or supplemented from time to time in accordance herewith, and in accordance with the Business Combination Agreement and any order of the Court;

         
      (r)

    Share Exchange Ratio ” means 0.68 of an EFI Common Share for each Titan Common Share;

         
      (s)

    Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

         
      (t)

    Titan ” means Titan Uranium Inc., a corporation existing under the Canada Business Corporations Act ;

         
      (u)

    Titan Common Shares ” means the common shares in the capital of Titan as constituted on the date hereof;

         
      (v)

    Titan Meeting ” means the special meeting of the holders of Titan Common Shares held to consider and approve, among other things, the Arrangement;

         
      (w)

    Titan Options ” means collectively the options to purchase Titan Common Shares issued pursuant to the stock option plan of Titan;

         
      (x)

    Titan Warrants ” means collectively the outstanding warrants to purchase Titan Common Shares as described in Section 3.2(b) of the Business Combination Agreement.

    In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein shall have the same meaning herein as in the CBCA unless the context otherwise requires.

    1.2

    Interpretation Not Affected by Headings

    The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof', “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

    1.3

    Number, Gender and Persons

    In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

    B-2



    1.4

    Date for any Action

    If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

    1.5

    Statutory References

    Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

    1.6

    Currency

    Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

    1.7

    Time of the Essence

    Time shall be of the essence with respect to every provision of this Plan of Arrangement.

    ARTICLE 2 - BUSINESS COMBINATION AGREEMENT

    2.1

    Business Combination Agreement

    This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Business Combination Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

    ARTICLE 3 - ARRANGEMENT

    3.1

    Arrangement

    At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:

      (a)

    each Titan Option will expire at the close of business on the Business Day immediately preceding the Effective Date;

         
      (b)

    each Titan Warrant that is not exercised prior to the Effective Date shall continue to exist and upon exercise of the Titan Warrant following the Effective Date, the holder shall be entitled to receive that number of EFI Common Shares which such holder would have been entitled to receive as a result of the Share Exchange Ratio, if, on the Effective Date, the holder had been the registered holder of that number of Titan Common Shares which such holder was previously entitled to purchase pursuant to the Titan Warrant;

         
      (c)

    each Titan Common Share held by a Dissenting Shareholder as at the Effective Time shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to EFI and Titan shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the central securities register as a holder of Titan Common Shares and Titan shall be recorded as the registered holder of the Titan Common Shares so transferred and shall be deemed to be the legal owner of such Titan Common Shares; and

    B-3



      (d)

    each Titan Common Share held by a Former Titan Shareholder (other than a Dissenting Shareholder or EFI) as at the Effective Time shall be transferred to EFI and in consideration therefor EFI shall issue and issue EFI Common Shares pursuant to the Share Exchange Ratio, subject to Sections 3.3 and Article 5 hereof.


    3.2

    Post-Effective Time Procedures


      (a)

    On or promptly after the Effective Date, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the EFI Common Shares required to be issued to Former Titan Shareholders and in accordance with the provisions of the Arrangement, which certificates shall be held by the Depositary as agent and nominee for such Former Titan Shareholders for distribution to such Former Titan Shareholders in accordance with the provisions of Article 5 hereof.

         
      (b)

    Subject to the provisions of Article 5 hereof, Former Titan Shareholders (other than Dissenting Shareholders and EFI) shall be entitled to receive delivery of the certificates representing the EFI Common Shares to which they are entitled pursuant to the Arrangement.


    3.3

    No Fractional EFI Common Shares

    No fractional EFI Common Shares shall be issued to Former Titan Shareholders. The number of EFI Common Shares to be issued to Former Titan Shareholders shall be rounded down to the nearest whole EFI Common Share in the event that a Former Titan Shareholder is entitled to a fractional share.

    3.4

    Share Exchange Ratio

    The Parties intend that upon the issuance of EFI Common Shares to the Former Titan Shareholders pursuant to Section 3.1(d) hereof, Titan Shareholders will receive 0.68 of an EFI Common Share for each whole Titan Common Share owned immediately prior to the Effective Date.

    ARTICLE 4 - DISSENT RIGHTS

    4.1

    Dissent Rights

    Holders of Titan Common Shares may exercise rights of dissent (“ Dissent Rights ”) pursuant to and in the manner set forth under the CBCA, as modified by the Interim Order, with respect to Titan Common Shares in connection with the Arrangement, provided that holders who exercise such rights of dissent and who:

      (a)

    are ultimately entitled to be paid fair value for their Titan Common Shares, which fair value shall be the fair value of the Titan Common Shares immediately before the passing by the holders of the Titan Common Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Titan; and

    B-4



      (b)

    are ultimately not entitled, for any reason, to be paid fair value for their Titan Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Titan Common Shares and shall be entitled to receive only the consideration contemplated in Section 3.1 hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights,

    but in no case shall EFI, Titan or any other person be required to recognize holders of Titan Common Shares who exercise Dissent Rights as holders of Titan Common Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Titan Common Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Titan Common Shares at the Effective Time.

    ARTICLE 5 - DELIVERY OF EFI COMMON SHARES

    5.1

    Delivery of EFI Common Shares

         
    (a)

    Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Titan Common Shares that were exchanged for EFI Common Shares in accordance with the Arrangement together with such other documents and instruments as would have been required to effect the transfer of the Titan Common Shares formerly represented by such certificate under the CBCA and the articles of Titan and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefore, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the EFI Common Shares that such holder is entitled to receive in accordance with the Arrangement.

         
    (b)

    After the Effective Time and until surrendered for cancellation as contemplated by Section (a) hereof, each certificate that immediately prior to the Effective Time represented one or more Titan Common Shares shall be deemed at all times to represent only the right to receive in exchange therefore a certificate representing the aggregate number of EFI Common Shares.

         
    5.2

    Lost Certificates

    In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Titan Common Shares that were exchanged for EFI Common Shares, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate representing the EFI Common Shares that such holder is entitled to receive in accordance with the Arrangement. When authorizing such delivery of a certificate representing the EFI Common Shares in exchange for such lost, stolen or destroyed certificate, the holder to whom a certificate representing such EFI Common Shares is to be delivered shall, as a condition precedent to the delivery of such EFI Common Shares, give a bond satisfactory to EFI and the Depositary in such amount as EFI and the Depositary may direct, or otherwise indemnify EFI and the Depositary in a manner satisfactory to EFI and the Depositary, against any claim that may be made against EFI or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Titan.

    B-5



    5.3

    Distributions with Respect to Unsurrendered Certificates

    No dividend or other distribution declared or made after the Effective Time with respect to EFI Common Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Titan Common Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable law and to Section 5.4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the EFI Common Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofor paid with respect to such EFI Common Shares.

    5.4

    Withholding Rights

    EFI and the Depositary shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Former Titan Shareholder such amounts as EFI or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the Code or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Former Titan Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

    5.5

    Limitation and Proscription

    To the extent that a Former Titan Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is three years after the Effective Date (the “ final proscription date ”), then the EFI Common Shares that such Former Titan Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such EFI Common Shares shall be delivered to EFI by the Depositary and the share certificates shall be cancelled by EFI, and the interest of the Former Titan Shareholder in such EFI Common Shares shall be terminated as of such final proscription date.

    5.6

    Legality of EFI Common Shares forming the Share Exchange Ratio

    Notwithstanding anything else in this Plan of Arrangement, if it appears to EFI that it would be contrary to applicable law to issue EFI Common Shares to Former Titan Shareholders pursuant to the Arrangement to a person that is not a resident of Canada or the United States, the EFI Common Shares that otherwise would be issued or transferred, as the case may be, to that person will be issued or transferred, as the case may be, and delivered to the Depositary for sale of the EFI Common Shares by the Depositary on behalf of that person. The EFI Common Shares delivered to the Depositary will be pooled and sold as soon as practicable after the Effective Date, on such dates and at such prices as the Depositary determines in its sole discretion. The Depositary shall not be obligated to seek or obtain a minimum price for any of the EFI Common Shares sold by it. Each such person will receive a pro rata share of the cash proceeds from the sale of the EFI Common Shares sold by the Depositary (less commissions, other reasonable expenses incurred in connection with the sale of the EFI Common Shares and any amount withheld in respect of applicable taxes) in lieu of EFI Common Shares. The payment of the net proceeds will be subject to Section 5.4. None of EFI, Titan or the Depositary will be liable for any loss arising out of any such sales.

    B-6


    ARTICLE 6 – AMENDMENTS

    6.1

    Amendments to Plan of Arrangement


      (a)

    EFI and Titan reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by EFI and Titan, (iii) filed with the Court if required by the Interim Order and, if made following the Titan Meeting, approved by the Court, and (iv) communicated to holders or former holders of Titan Common Shares if and as required by the Court.

         
      (b)

    Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Titan at any time prior to the Titan Meeting provided that EFI shall have consented thereto in writing, and, if so proposed and accepted by the persons voting at the Titan Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

         
      (c)

    Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Titan Meeting shall be effective only if: (i) it is consented to in writing by each of EFI and Titan; and (ii) if required by the Court, it is consented to by holders of the Titan Common Shares voting in the manner directed by the Court.

    ***

    B-7


    SCHEDULE C - FAIRNESS OPINION

    December 5, 2011

    The Board of Directors of Energy Fuels Inc.
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

    To the Board of Directors of Energy Fuels Inc.:

    Dundee Securities Ltd. (“Dundee Securities”, “we”, or “us”) understands that Energy Fuels Inc. (“Energy Fuels”) and Titan Uranium Inc. (“Titan”) intend to enter into a business combination agreement (the “Combination Agreement”) dated as of December 5, 2011 providing for the acquisition by Energy Fuels of all of the issued and outstanding common shares of Titan (collectively, the “Titan Shares”) pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement”). We further understand that, pursuant to the Arrangement and through a series of transactions to be more fully described in the Energy Fuels Circular (defined below): (i) holders of Titan Shares (each a “Titan Shareholder”) will receive 0.68 common shares of Energy Fuels (the “Energy Fuels Shares”) for each Titan Share held (the “Share Exchange Ratio”); (ii) Energy Fuels will lend Titan up to US$1.5 million in the form of a secured bridge loan secured against Titan’s Sheep Mountain project, maturing upon the earlier of the closing of the Arrangement and February 29, 2012; and (iii) Titan has secured interim debt financing of up to US$1 million.

    We also understand that all material terms of the Arrangement will be described fully in a management information circular (the “Energy Fuels Circular”) which will be prepared by Energy Fuels and mailed to the holders of all of the issued and outstanding Energy Fuels common shares (each an “Energy Fuels Shareholder”) in connection with the special meeting of the Energy Fuels Shareholders (the “Energy Fuels Meeting”) to be held to consider the Arrangement. We further understand that Titan will be preparing a management information circular (the “Titan Circular”) to be mailed to the Titan Shareholders in connection with the special meeting of the Titan Shareholders (the “Titan Meeting”) to be held to consider the Arrangement.

    We understand that the Arrangement will require the approval of at least 662/3% of the votes cast by the

    Titan Shareholders represented in person or by proxy at the Titan Meeting and a majority of the votes cast by the Energy Fuels Shareholders represented in person or by proxy at the Energy Fuels Meeting and the approval of the Supreme Court of British Columbia. We further understand that the Arrangement will be conditional upon, among other things, receipt of all necessary regulatory approvals and approvals from the Toronto Stock Exchange (“TSX”).


    C-1


    We understand that Titan and Energy Fuels are proposing to enter into support agreements (collectively, the “Support Agreements”) with the directors and senior officers of Titan and Energy Fuels, respectively, along with certain affiliates of Dundee Corporation, our significant shareholder, Pinetree Capital Ltd. (“Pinetree”), Mega Uranium Ltd. (“Mega Uranium”), together with the Chief Executive Officer of Pinetree and Mega Uranium, Sheldon Inwentash, who is also the Chairman of the board of directors of Titan (collectively, the “Supporting Shareholders”) pursuant to which such Supporting Shareholders have agreed to vote all of the Titan Shares and Energy Fuels Shares held by them, which comprises approximately 19.4% and 24.7% of the total issued and outstanding Titan Shares and Energy Fuels Shares, respectively, in favour of the Arrangement, on the terms and subject to the conditions set forth in the Support Agreements.

    Engagement of Dundee Securities

    The board of directors of Energy Fuels (the “Board of Directors”) initially contacted Dundee Securities regarding a potential advisory engagement in January 2011. By letter agreement dated February 17, 2011 and amended as of October 31, 2011 (collectively, the “Engagement Agreement”), the Board of Directors retained Dundee Securities to act as its financial advisor, including in connection with the Arrangement. Pursuant to the Engagement Agreement, Energy Fuels has requested that we prepare and deliver to the Board of Directors our written opinion (the “Opinion”) as to the fairness, from a financial point of view, of the Share Exchange Ratio pursuant to the Arrangement to the Energy Fuels Shareholders.

    Dundee Securities will be paid a fee for rendering this Opinion, no portion of which is conditional upon this Opinion being favourable and will be paid an additional fee (payable in a combination of cash and Energy Fuels Shares) that is contingent upon completion of the Arrangement or any alternative transaction. Dundee Securities is also entitled to be reimbursed for reasonable out-of-pocket expenses incurred by Dundee Securities in carrying out its obligations under the Engagement Agreement, whether or not the Arrangement is completed. Energy Fuels has also agreed to indemnify Dundee Securities in respect of certain liabilities that might arise out of our engagement.

    Subject to the terms of the Engagement Agreement, Dundee Securities consents to the inclusion of this Opinion in its entirety, together with a summary hereof, in a form acceptable to Dundee Securities, in the Energy Fuels Circular, and to the filing thereof with the TSX and the securities commissions or similar regulatory authorities in each province and territory of Canada where such filing is required.

    Relationship with Interested Parties

    None of Dundee Securities or its associates or affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of Energy Fuels, Titan or any of their respective associates or affiliates. Dundee Corporation, Dundee Securities’ significant shareholder, is an insider of Energy Fuels. As of the date hereof, investment funds managed by Dundee Securities and sub-advised by an affiliate of Dundee Corporation own or control less than 1% of the total issued and outstanding Titan Shares (1.3% of the total issued and outstanding Titan Shares assuming exercise of warrants). Additionally, an affiliate of our significant shareholder owns or controls 18.5% of the Energy Fuels Shares. Neither Dundee Securities nor any of its associates or affiliates have provided any financial advisory services or participated in any financings involving Energy Fuels, Titan or any of their respective associates or affiliates within the past two years other than acting as lead agent to Energy Fuels with respect to its March 31, 2011 offering of units (each unit consisting of one Energy Fuels Share and one-half of one Energy Fuels Share purchase warrant) for total gross proceeds of $11.5 million (the “March 2011 Offering”). Except for a right of first refusal granted by Energy Fuels to Dundee Securities in connection with any Energy Fuels capital markets financing during the term of the Engagement Agreement and for a period of 6 months after its termination, there are no understandings, agreements or commitments between Dundee Securities and Energy Fuels or any of their respective associates or affiliates with respect to future business dealings.

    C-2


    Dundee Securities may, in the future, in the ordinary course of business, perform financial advisory or investment banking services for Energy Fuels, Titan or any of their respective associates or affiliates. Dundee Securities acts as an investment fund manager and as a trader and dealer, both as principal and agent, in major financial markets and, as such, may, in the ordinary course of its business, have had and may in the future have positions in the securities of Energy Fuels, Titan or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients (including investment funds managed by Dundee Securities) for which it received or may receive compensation. As an investment dealer, Dundee Securities conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to Energy Fuels, Titan or the Arrangement. The rendering of this Opinion will not in any way affect Dundee Securities’ ability to continue to conduct such activities.

    Credentials of Dundee Securities

    Dundee Securities is one of Canada’s leading independent full-service investment dealers with operations in mergers and acquisitions, corporate finance, equity sales and trading and investment research and a member of the IIROC and the Canadian Investor Protection Fund. The Opinion expressed herein is the opinion of Dundee Securities, the form and content of which have been approved for release by a committee of its managing directors, each of whom is experienced in merger, acquisition, divestiture and valuation matters.

    Scope of Review

    The assessment of fairness, from a financial point of view, must be determined in the context of the particular transaction. In connection with rendering our Opinion, we have reviewed, considered and relied upon, among other things, the following:

      a)

    a draft of the Combination Agreement dated December 5, 2011;

         
      b)

    a draft of the EFI Disclosure Memorandum (as defined in the Combination Agreement);

         
      c)

    a draft of the Titan Disclosure Memorandum (as defined in the Combination Agreement);

         
      d)

    a draft of the form of Support Agreement dated December 5, 2011;

         
      e)

    the annual reports and audited consolidated financial statements of Energy Fuels for the years ended September 30, 2008, 2009 and 2010 and the related management, discussion and analyses;

         
      f)

    the interim reports, comparative unaudited financial statements and management’s discussion and analyses of Energy Fuels for the three, six and nine months ended December 31, 2010, March 31, 2011 and June 30, 2011, respectively;

    C-3



      g)

    the annual information form of Energy Fuels dated December 16, 2010 for the year ended September 30, 2010;

         
      h)

    the management information circular of Energy Fuels dated February 9, 2011 relating to the annual meeting of shareholders held on March 9, 2011;

         
      i)

    the final short-form prospectus of Energy Fuels relating to the March 2011 Offering dated March 31, 2011;

         
      j)

    the annual reports and audited consolidated financial statements of Titan for the years ended August 31, 2008, 2009 and 2010 and the related management, discussion and analyses;

         
      k)

    the interim reports, comparative unaudited financial statements and management’s discussion and analyses of Titan for the three, six and nine months ended November 30, 2010, February 28, 2011 and May 31, 2011, respectively;

         
      l)

    the management information circular of Titan dated December 15, 2010 relating to the annual meeting of shareholders held on January 25, 2011;

         
      m)

    recent press releases and other documents filed by Energy Fuels and Titan on SEDAR (System for Electronic Document Analysis and Retrieval) at www.sedar.com ;

         
      n)

    the updated National Instrument 43-101 – Standards of Disclosure for Mineral Projects

         
     

    (“NI 43-101”) compliant technical report prepared by Peters Geosciences, dated March 15, 2011, relating to the Energy Queen project of Energy Fuels;

         
      o)

    the updated NI 43-101 compliant technical report prepared by North American Exploration Inc., dated March 21, 2011, relating to the San Rafael uranium project of Energy Fuels;

         
      p)

    the updated NI 43-101 compliant technical report prepared by Peters Geosciences, dated March 15, 2011, relating to the Whirlwind property of Energy Fuels;

         
      q)

    the updated NI 43-101 compliant technical report prepared by Alinco GeoServices Inc., dated December 16, 2008, relating to the Farmer Girl project of Energy Fuels;

         
      r)

    the amended NI 43-101 compliant technical report prepared by Alinco GeoServices Inc., dated January 7, 2009, relating to the Torbyn property of Energy Fuels;

         
      s)

    the amended NI 43-101 compliant technical report prepared by Peters Geosciences, dated November 30, 2008, relating to the Willhunt property of Energy Fuels;

         
      t)

    the NI 43-101 compliant technical report prepared by BRS Engineering, dated March 1, 2011, relating to the Sheep Mountain uranium project of Titan;

         
      u)

    certain internal financial, operational, business and other information concerning Energy Fuels that was prepared or provided to us by management of Energy Fuels including internal operating and financial budgets, models and projections;

    C-4



      v)

    certain internal financial information concerning Titan that was prepared or provided to us by or on behalf of Titan including internal operating and financial budgets, models and projections;

         
      w)

    trading statistics and selected financial information of Energy Fuels, Titan and other selected public entities and comparable acquisition transactions considered by us to be relevant;

         
      x)

    various reports published by equity research analysts and industry sources regarding Energy Fuels, Titan and other publicly-traded entities, to the extent deemed relevant by us;

         
      y)

    a certificate addressed to us, dated as of the date hereof, from two senior officers of Energy Fuels as discussed below under “Assumptions and Limitations”;

         
      z)

    a certificate addressed to us, dated as of the date hereof, from two senior officers of Titan as discussed below under “Assumptions and Limitations”; and

         
      aa)

    such other information, analyses, investigations and discussions as we considered necessary or appropriate in the circumstances.

    In addition, we have participated in discussions with members of senior management of Energy Fuels regarding its past and current business operations, financial condition and future business prospects. We have also participated in discussions with members of senior management of Titan regarding Titan’s past and current business operations, financial condition and future business prospects. We have also participated in discussions with Borden Ladner Gervais LLP, external legal counsel to Energy Fuels, and MacPherson Leslie Tyerman LLP, external legal counsel to Titan regarding the Arrangement, the Combination Agreement, the Support Agreements, due diligence and related matters.

    We have not, to the best of our knowledge, been denied access by Energy Fuels or Titan to any information which we requested.

    Assumptions and Limitations

    Our Opinion is subject to the assumptions, explanations and limitations set forth below.

    We have not been asked to prepare and have not prepared a formal valuation or appraisal of Energy Fuels, Titan or any of their respective affiliates or of any of the assets, liabilities or securities of Energy Fuels, Titan or any of their respective affiliates, and our Opinion should not be construed as such. In addition, this Opinion is not, and should not be construed as, advice as to the price at which Energy Fuels Shares may trade at any future date.

    With your approval, we have relied upon and have assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by Energy Fuels, Titan and their respective affiliates or otherwise obtained pursuant to our engagement and our Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to, or attempted to verify independently the completeness, accuracy or fairness of presentation of any of such information. We have not conducted or provided any valuation or appraisal of any assets or liabiliti es, nor have we evaluated the solvency of Energy Fuels, Titan or any of their respective affiliates under any provincial or federal laws relating tobankruptcy, insolvency or similar matters. Without limiting the foregoing, we have not separately met with the independent auditors of Energy Fuels or Titan in connection with preparing this Opinion and with your permission we have assumed the accuracy and fair presentation, and relied upon, Energy Fuels’ and Titan’s respective audited financial statements and the reports of auditors thereon and the interim unaudited financial statements of Energy Fuels and Titan.

    C-5


    With respect to historical financial data, operating and financial forecasts and budgets and other forward-looking information provided to us concerning Energy Fuels or Titan described under the heading “Scope of Review” and relied upon in our analysis, we have assumed that they have been reasonably prepared on bases reflecting the most reasonable assumptions, estimates and judgments of Energy Fuels management and Titan management having regard to their respective business, plans, financial conditions and future prospects.

    In preparing this Opinion, we have also assumed that: (i) the final executed forms of the Combination Agreement and the Support Agreements do not differ in any material respect from the drafts that were reviewed; (ii) all of the representations and warranties contained in the Combination Agreement are materially correct as of the date hereof; (iii) Energy Fuels and Titan will each comply with all the material terms of the Combination Agreement; (iv) any governmental, regulatory or other consents and approvals necessary for the completion of the Arrangement will be met or waived without any adverse effect on Energy Fuels, Titan or the Arrangement; (v) the Arrangement will be completed substantially in accordance with its terms without any adverse waiver or amendment of any material term or condition thereof and all applicable laws; and (vi) the Energy Fuels Circular (including all documents incorporated by reference therein) and the Titan Circular (including all documents incorporated by reference therein) will both disclose all material facts related to the Arrangement and will satisfy all applicable legal requirements.

    Energy Fuels has represented to us, in a certificate of two senior officers of Energy Fuels (the “Energy Fuels Officers”), dated as of the date hereof, among other things, that (i) with the exception of forecasts, projections or estimates referred to in (iv) below, the information, data and other material (financial or otherwise) with respect to Energy Fuels or its subsidiaries and provided to us by or on behalf of Energy Fuels (collectively the “Energy Fuels Information”) is, or in the case of historical information was, at the date of preparation, true and accurate in all material respects and does not or did not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances in which such statements were made (a “Misrepresentation”); (ii) to the extent that any of the Energy Fuels Information is historical, there have been no material changes or changes in material facts or new material facts since the respective dates thereof that have not been generally disclosed or disclosed to Dundee Securities or updated by more current information, data or other materials provided to Dundee Securities; (iii) there are no material facts or circumstances relating to Energy Fuels or any of its subsidiaries not disclosed to Dundee Securities which would reasonably be expected to affect materially the Opinion, including the assumptions used, procedures adopted or the scope of review undertaken by Dundee Securities in connection with the Opinion; and (iv) with respect to any portions of the Energy Fuels Information that constitute forecasts, projections or estimates regarding Energy Fuels or its business, such forecasts, projections or estimates were prepared using the assumptions identified therein, which in the reasonable belief of the Energy Fuels Officers are (or were at the time of preparation) reasonable in the circumstances, and are not, in the reasonable belief of the Energy Fuels Officers, misleading in any material respect in light of the assumptions used therefor.

    Titan has represented to us, in a certificate of two senior officers of Titan (the “Titan Officers”), dated as of the date hereof, among other things, that (i) with the exception of forecasts, projections or estimates referred to in (ii) below, the information, data and other material (financial or otherwise) with respect to Titan or its subsidiaries and provided to us by or on behalf of Titan (collectively the “Titan Information”) is, or in the case of historical information was, at the date of preparation, true and accurate in all material respects and does not or did not, as the case may be, contain a Misrepresentation; and (ii) with respect to the Sheep Mountain financial model provided to Dundee Securities on or about November 4, 2011 (the “Model”) and with respect to any portions of the Titan Information that constitute forecasts, projections or estimates regarding Titan or its business, such forecasts, projections or estimates were prepared using the assumptions identified therein, which in the reasonable belief of the Titan Officers are (or were at the time of preparation) reasonable in the circumstances, and are not, in the reasonable belief of the Titan Officers, misleading in any material respect in light of the assumptions used therefor; and (iii) to the extent that any of the Titan Information or inputs into the Model are historical, there have been no material changes or changes in material facts or new material facts since the respective dates thereof that have not been generally disclosed or disclosed to Energy Fuels or updated by more current information, data or other materials provided to Energy Fuels or made publicly available.

    C-6


    Except as expressly noted above under the heading “Scope of Review”, we have not conducted any investigation concerning the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of Energy Fuels, Titan or any of their respective affiliates.

    We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning the Arrangement or the sufficiency of this letter for your purposes.

    Although the Arrangement is subject to certain conditions outside the control of Energy Fuels and Titan, Dundee Securities has assumed that all conditions precedent to the completion of the Arrangement will be satisfied in due course or waived and that all consents, permissions, exemptions or orders of relevant regulatory authorities, courts and other third parties will be obtained, without adverse conditions or qualifications. In rendering the Opinion, Dundee Securities expresses no view as to the likelihood that the conditions to the Arrangement will be satisfied or waived or that the Arrangement will be implemented within the time frame set out in the Energy Fuels Circular and the Titan Circular.

    Our Opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of Energy Fuels, as they are reflected in the Energy Fuels Information and Titan, as they are reflected in the Titan Information or otherwise obtained by us from public sources and as they were represented to us in our discussions with management of Energy Fuels and its affiliates and advisors as well as with Titan and its affiliates and advisors. In our analyses and in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business, capital markets and economic conditions and other matters, many of which are beyond the control of Dundee Securities and any party involved in the Arrangement. The Opinion is conditional on all assumptions being correct.

    The Opinion has been provided to the Board of Directors for its exclusive use only in considering the Arrangement and may not be relied upon by any other person, used for any other purpose or published or disclosed to any other person (except as otherwise provided herein) without the prior written consent of Dundee Securities. Our Opinion is not intended to be and does not constitute a recommendation to the Board of Directors or to any Energy Fuels Shareholder as to whether such Energy Fuels Shareholders should approve the Arrangement. The Opinion does not address the relative merits of the Arrangement compared to any other business strategies or transactions that might be available to Energy Fuels or Titan.

    C-7


    Dundee Securities believes that its financial analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying our Opinion. The preparation of a fairness opinion is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to carry this out could lead to undue emphasis on any particular factor or analysis.

    The Opinion is given as of the date hereof and we disclaim any undertaking or obligation to advise any person of any change in any matter or fact affecting the Opinion that may come or be brought to our attention after the date hereof. Without limiting the foregoing, in the event there is any material change in any fact or matter affecting the Opinion after the date hereof, we reserve the right to change or withdraw the Opinion.

    Opinion

    Based upon and subject to the foregoing and such other matters as we have considered relevant, it is our opinion, as of the date hereof, that the Share Exchange Ratio pursuant to the Arrangement is fair, from a financial point of view, to the Energy Fuels Shareholders.

    Yours very truly,


    Dundee Securities Ltd.

    C-8


    SCHEDULE D – PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

    ENERGY FUELS INC.
    Pro Forma Consolidated Balance Sheet
    As at September 30, 2011
    (Unaudited)
    (Expressed in Canadian dollars)

        Energy Fuels Inc.                        
        As at     Titan Uranium Inc.               Pro Forma  
        September 30,     As at         Pro Forma     Consolidated  
        2011     August 31, 2011     Note   Adjustments     Energy Fuels Inc.  
    ASSETS                            
    Current assets                            
           Cash and cash equivalents $ 7,225,182   $ 2,065,966             $ 9,291,148  
           Marketable securities   -     353,327     4 (f) $ (329,511 )   23,816  
           Prepaid expenses and other   708,247     412,909               1,121,156  
        7,933,429     2,832,202         (329,511 )   10,436,120  
    Non-current                            
           Property, plant and equipment   282,879     38,727               321,606  
           Mineral properties   34,235,323     22,388,333     4 (a)   3,708,197     61,999,169  
                    4 (g)   1,667,316        
           Restricted cash   2,663,713     1,994,253               4,657,966  
                                 
      $  45,115,344   $ 27,253,515       $ 5,046,002   $ 77,414,861  
                                 
    LIABILITIES & SHAREHOLDER'S EQUITY                            
    Current liabilities                            
           Accounts payable and accrued $  865,428   $ 1,691,328     4 (b) $ 1,422,777   $ 3,979,533  
           Current portion asset retirement   13,974     200,664               214,638  
           Current obligations portion of long-term debt   1,118     -               1,118  
        880,520     1,891,992         1,422,777     4,195,289  
    Non-current                            
           Long-term asset retirement obligation   400,880     780,780               1,181,660  
           Derivative liability   -     109,108               109,108  
           Future tax liability   -     -     4 (g)   1,667,316     1,667,316  
        1,281,400     2,781,880         3,090,093     7,153,373  
    SHAREHOLDERS' EQUITY                            
           Capital stock   66,089,168     82,818,466     4 (c)   26,476,745     92,504,546  
                    4 (b)   425,000        
                    4 (e)   (82,818,466 )      
                    4 (f)   (486,367 )      
           Contributed surplus   20,167,601     16,403,929     4 (d)   665,310     20,989,767  
                    4 (e)   (16,403,929 )      
                    4 (f)   156,856        
           Deficit   (42,422,825 )   (74,750,760 )   4 (e)   74,750,760     (43,232,825 )
                    4 (b)   (810,000 )      
        43,833,944     24,471,635         1,955,909     70,261,488  
                                 
      $  45,115,344   $ 27,253,515       $ 5,046,002   $ 77,414,861  

    See accompanying notes to the unaudited pro forma consolidated financial statements.

    D-1



    ENERGY FUELS INC.
    Pro Forma Consolidated Statement of Operations
    For the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in Canadian dollars)

        Energy Fuels Inc.                          
        Year Ended     Titan Uranium Inc.                 Pro Forma  
        September 30,     Year Ended           Pro Forma     Consolidated  
        2011     August 31, 2011     Note     Adjustments     Energy Fuels Inc.  
    EXPENSES                              
                                   
    General and administrative $  3,081,885   $ 1,513,618         $ -   $ 4,595,503  
    Amortization   107,581     43,140                 150,721  
    Accretion   -     68,560                 68,560  
    Stock-based compensation   729,768     985,736                 1,715,504  
    Write-down of mineral properties   -     15,136,117                 15,136,117  
        3,919,234     17,747,171         $ -     21,666,405  
                                   
    Interest income   11,339     46,026                 57,365  
    Other Income   5,493     -                 5,493  
    Future income tax recovery   -     2,011,000                 2,011,000  
    Gain on disposal of resource properties   -     658,152                 658,152  
    Realized derivative liability loss   -     (479,299 )               (479,299 )
    Realized gain on marketable securities   -     146,472                 146,472  
    Unrealized derivative liability loss   -     (1,318,152 )               (1,318,152 )
    Unrealized loss on marketable securities   -     (1,068,713 )               (1,068,713 )
    Foreign exchange gain (loss)   378,680     (173,733 )               204,947  
                                   
    NET LOSS FOR THEPERIOD $  (3,523,722 ) $  (17,925,418 )       $ -   $ (21,449,140 )
                                   
    LOSS PER COMMON SHARE - BASIC AND DILUTED $  (0.03 )             $ (0.11 )
                                   
    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 5)   111,376,261                 200,002,679  

    See accompanying notes to the unaudited pro forma consolidated financial statements.

    D-2



    1.

    Basis of presentation

    The unaudited pro forma consolidated financial statements have been prepared in connection with the proposed acquisition (the “Acquisition”) of Titan Uranium Inc. (“Titan”) by Energy Fuels, Inc. (“EFI”). The unaudited pro forma consolidated financial statements have been prepared for illustrative purposes only and give effect to the Acquisition pursuant to the assumptions described in Note 4 to these unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated balance sheet as at September 30, 2011 gives effect to the proposed Acquisition by EFI as if it had occurred as at September 30, 2011. The unaudited pro forma consolidated statement of operations for the twelve month period ended September 30, 2011 give effect to the proposed Acquisition as if it had occurred as at October 1, 2010.

    The unaudited pro forma consolidated financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the proposed Acquisition had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date. Any potential synergies that may be realized after consummation of the proposed Acquisition, if successful, have been excluded from the unaudited pro forma consolidated financial statement information.

    The pro forma adjustments and allocations of the purchase price for Titan are based on estimates of the fair value of assets acquired and liabilities to be assumed. The final purchase price allocation will be completed after the asset and liability valuations are finalized.

    In preparing the unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statement of operations, the following historical information, which was prepared in accordance with Canadian generally accepted accounting principles (“GAAP”), was used:

      a.

    Pro forma balance sheet as at September 30, 2011 combines the audited consolidated balance sheet of EFI as at September 30, 2011 and the audited consolidated balance sheet of Titan as at August 31, 2011.

         
      b.

    Pro forma statement of operations for the year ended September 30, 2011 combines the audited consolidated statement of operations of EFI for the year ended September 30, 2011 and the audited consolidated statement of operations of Titan for the year ended August 31, 2011.

    The unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statement of operations should be read in conjunction with the above noted financial statements, including the notes thereto. Certain of Titan’s assets, liabilities, income and expenses have been reclassified to conform to EFI’s consolidated financial statement presentation.

    D-3



    2.

    Significant accounting policies

    The accounting policies used in preparing the unaudited pro forma consolidated financial statements are set out in EFI’s audited consolidated financial statements for the year ended September 30, 2011. In preparing the unaudited pro forma consolidated financial statements, a review was undertaken by management to identify accounting policy differences where the impact was potentially material and could be reasonably estimated, to which none were identified. Accounting differences may be identified after consummation of the proposed Acquisition.

    3.

    Share acquisition of Titan

    On December 5, 2011 the Company and Titan entered into a Business Combination Agreement (“Merger Agreement”) whereby EFI will acquire, by way of a plan of arrangement, all of the outstanding common shares of Titan. Upon closing of the Acquisition, Titan shareholders will receive 0.68 common shares of EFI for each whole common share of Titan and will own approximately 42% of the issued and outstanding common shares of EFI.

    Under the terms of the Merger Agreement, all outstanding warrants of Titan will be exchanged for warrants in EFI. The number of shares received upon exercise and the exercise price of Titan’s outstanding warrants will be adjusted proportionately to reflect the share exchange ratio per the Merger Agreement.

    The execution of the Merger Agreement followed satisfactory completion of the following conditions:

      (1)

    Satisfactory completion of due diligence investigations by the both parties.

      (2)

    Execution of support agreements with all directors and officers of Titan and with the two largest shareholders of Titan .

      (3)

    Execution of support agreements with all directors and officers of EFI and with the two largest shareholders of EFI .

      (4)

    Approval by the Board of Directors of each of Titan and EFI.

    The Merger Agreement also provides that, upon signing of the Agreement and satisfaction of certain conditions, EFI will lend Titan up to US$1,500,000 in the form of a secured bridge loan. The loan is secured by Titan’s Sheep Mountain Project and would bear interest at a rate of 5% per annum payable at maturity and would mature upon the earlier of (i) the closing of the Acquisition and (ii) March 1, 2012. The Merger Agreement also permits Titan to obtain interim debt financing of up to $1,000,000 prior to the closing of the Acquisition. At September 30, 2011 no amounts had been loaned to Titan by EFI, nor had Titan obtained any interim debt financing.

    The Merger Agreement contains customary deal protection mechanisms, including a break fee payable in certain events, non-solicitation provisions and rights to match a superior proposal. Completion of the Acquisition is also subject to the following additional conditions:

      (1)

    Sale of Titan’s Canadian mineral properties on terms acceptable to EFI.

      (2)

    Approval of the Acquisition by Titan shareholders.

    D-4



      (3)

    Approval of the Acquisition by EFI shareholders.

      (4)

    Receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange and TSX Venture Exchange.

      (5)

    Court approval of the plan of arrangement.

    The cost of the Acquisition will include the fair value of the issuance of 88,255,818 EFI common shares at $0.30 Canadian dollars (“C$”), plus the issuance of 14,043,490 vested EFI warrants with a fair value of $665,310 as determined by the Black-Scholes option pricing model (using the following weighted average assumptions: risk free interest rate of 0.99, volatility of 99.2%, expected dividend yield of 0%, and an expected life of 0.91 years), plus EFI transaction costs of $1,037,777. As at August 31, 2011, Titan had 129,787,967 common shares outstanding and 20,652,191 warrants outstanding.

    The Acquisition is expected to be accounted for as an asset acquisition under Canadian GAAP. The value of the share consideration has been based on the closing price of the Company’s shares on January 4, 2012 (the effective date of presentation of the Acquisition for purposes of the unaudited pro forma balance sheet). The Company will value the share consideration component based on the closing price of the Company’s shares on the date the Acquisition closes, which may result in an increase or decrease in the consideration for accounting purposes. Any increase in the Company’s share price is expected to increase the amounts allocated to “Mineral properties” and conversely, any decrease in the share price will reduce the amount allocated to “Mineral properties.”

    D-5



    ENERGY FUELS INC.
    Notes to the Pro Forma Consolidated Financial Statements
    For the Year Ended September 30, 2011
     (Unaudited)
    (Expressed in Canadian dollars)

    3.

    Share acquisition of Titan (continued)

    The allocation of the purchase price is based upon management’s preliminary estimates and certain assumptions with respect to the fair value associated with the assets to be acquired and the liabilities to be acquired. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed below in the assumed pro forma purchase price allocation as further analysis (including identification of intangible assets, if any, for which no amounts have been estimated and included in the preliminary amounts shown below) is completed. Consequently, the actual allocation of the purchase price is likely to result in different adjustments than those in the unaudited pro forma consolidated statements. EFI will complete a full and detailed valuation of the Titan assets. Therefore, it is likely that the fair values of assets and liabilities acquired will vary from those shown below and the differences may be material.

    The preliminary purchase price assumed in these unaudited pro forma consolidated financial statements is subject to change and is summarized as follows:

    Purchase price      
       Issuance of 88,255,818 common shares of EFI $ 26,476,745  
       Issuance of 14,043,490 warrants of EFI   665,310  
       Estimated EFI transaction costs   1,037,777  
      $  28,179,832  
           
    Fair value of assets and liabilities acquired      
       Net working capital acquired   940,210  
       Mineral properties   27,763,846  
       Restricted cash   1,994,253  
       Property, plant and equipment   38,727  
       Future tax liability   (1,667,316 )
       Other liabilities assumed   (889,888 )
      $  28,179,832  

    D-6



    4.

    Effect of Acquisition on the unaudited pro forma consolidated financial statements

    The unaudited pro forma consolidated financial statements incorporate the following adjustments:

      a.

    The $3.7 million fair value in excess of fair value of the assets acquired by EFI has been allocated on a preliminary basis to mineral properties as follows:


    Mineral properties $ 3,708,197  
    Fair value adjustment   3,708,197  
    Fair value of net assets acquired   24,471,635  
    Total consideration and equity investment $ 28,179,832  

      b.

    Estimated costs and expenses of the transaction are $1.85 million. EFI’s portion of transaction cost is $1,037,777 and is included as a component of the purchase price. EFI’s transaction costs include $425,000 that will be settled in EFI common shares, or 1,416,667 shares issued at $0.30 per share. Titan’s portion of transaction cost is $810,000 and is expensed as an adjustment to retained earnings;

         
      c.

    The issuance of 88,255,818 common shares of EFI for the common shares of Titan in connection with the Acquisition at a fair value of $26,476,745;

         
      d.

    The issuance of 14,043,490 vested warrants of EFI in connection with the Acquisition with a fair value of $665,310;

         
      e.

    The elimination of the historical equity accounts of Titan;

         
      f.

    The elimination of shares of EFI currently held by Titan with a fair value of $329,511 and an average cost of $486,367; and

         
      g.

    To record a future tax liability for increase in carrying value, with no corresponding increase in tax value. The mineral properties were increased by the amount of the future tax liability recorded.

    D-7



    5.

    Pro forma shares outstanding

    The average number of shares used in the computation of pro forma basic and diluted loss per share has been determined as follows:

        Year Ended  
        September 30, 2011  
    Weighted average shares outstanding of EFI for the period   111,376,261  
    Shares issued to acquire Titan   88,255,818  
    Shares of EFI held by Titan   (1,046,067 )
    Shares issued to settle transaction costs   1,416,667  
    Pro forma weighted average shares of EFI   200,002,679  

    D-8


    SCHEDULE E – AUDITED ANNUAL FINANCIAL STATEMENTS OF TITAN FOR
    THE YEAR ENDED AUGUST 31, 2011

    Titan Uranium Inc.
    (a development stage company)

    Consolidated Financial Statements
    August 31, 2011 and 2010

    E-1


    Titan Uranium Inc.
    (a development stage company)

    Management’s Responsibility for Consolidated Financial Statements

    The accompanying consolidated financial statements of Titan Uranium Inc. are the responsibility of management and have been approved by the Board of Directors.

    Management has prepared the consolidated financial statements in conformity with Canadian generally accepted accounting principles. The consolidated financial statements include some amounts that are based on best estimates and judgments.

    The management of the Company, in furtherance of the integrity and objectivity of data in the consolidated financial statements, has developed and maintains a system of internal accounting controls. Management believes the internal accounting controls provide reasonable assurance that financial records are reliable and form a proper basis for preparation of consolidated financial statements and that assets are properly accounted for and safeguarded.

    The Board of Directors carries out its responsibility for the consolidated financial statements through its audit committee, the majority of which are independent directors. The audit committee reviewed the Company’s annual consolidated financial statements and recommended their approval to the Board of Directors. The shareholders’ auditors have full access to the audit committee, with and without management being present.

    The shareholders’ auditors, Davidson & Company LLP, Chartered Accountants, in accordance with Canadian generally accepted auditing standards, have examined these consolidated financial statements and their independent professional opinion on the fairness of the consolidated financial statements is attached.

    “Rahoul Sharan”
     
    “Chris Healey”
     
    Chief Financial Officer President, CEO and Director
       
    December 16, 2011  

    E-2


     

    INDEPENDENT AUDITORS' REPORT

    To the Directors of
    Titan Uranium Inc.

    We have audited the accompanying consolidated financial statements of Titan Uranium Inc. which comprise the consolidated balance sheet as at August 31, 2011 and the consolidated statements of operations, shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

    Management’s Responsibility for the Consolidated Financial Statements

    Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

    Auditors’ Responsibility

    Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

    We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

    Opinion

    In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Titan Uranium Inc. as at August 31, 2011 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

     


    Emphasis of Matter

    Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which describes conditions and matters that indicate the existence of a material uncertainty that may cast significant doubt about Titan Uranium Inc.’s ability to continue as a going concern.

    Other Matters

    The consolidated financial statements of Titan Uranium Inc. for the year ended August 31, 2010 were audited by another auditor who expressed an unmodified opinion on those statements on December 6, 2010.

                “DAVIDSON & COMPANY LLP”
       
    Vancouver, Canada Chartered Accountants
       
    December 12, 2011  
    (except as to Note 16, which is  
     as of January 10, 2012)  

    E-4


    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED BALANCE SHEETS

        August 31,     August 31,  
        2011     2010  
      $      
                 
    ASSETS     
                 
    Cash and cash equivalents   2,065,966     2,362,674  
    Restricted cash   80,000     -  
    Receivables   318,450     428,418  
    Marketable securities (Note 3)   353,327     170,973  
    Prepaid expenses   14,459     56,766  
                 
    Total current assets   2,832,202     3,018,831  
                 
    Property and equipment (Note 4)   38,727     81,867  
    Resource properties (Note 5)   22,388,333     33,208,680  
    Reclamation deposit (Note 13)   1,994,253     2,413,052  
                 
    Total assets   27,253,515     38,722,430  
                 
    LIABILITIES AND SHAREHOLDERS’ EQUITY    
                 
    Accounts payable and accrued liabilities   1,691,328     1,121,967  
    Current portion of asset retirement obligation (Note 6)   200,664     168,573  
                 
    Total current liabilities   1,891,992     1,290,540  
                 
    Asset retirement obligation (Note 6)   780,780     899,867  
    Derivative liability (Note 14)   109,108     323,371  
    Future income tax liabilities (Note 10)   -     1,480,000  
                 
    Total liabilities   2,781,880     3,993,778  
                 
    SHAREHOLDERS’ EQUITY     
    Share capital (Note 8)   82,818,466     76,329,984  
    Contributed surplus   16,403,929     15,224,010  
    Deficit   (74,750,760 )   (56,825,342 )
                 
    Total shareholders’ equity   24,471,635     34,728,652  
                 
    Total liabilities and shareholders’ equity   27,253,515     38,722,430  
    Nature and continuance of operations (Note 1)            
    Commitments (Note13 )            
    Subsequent events (Note 16)            

    See accompanying notes

    On behalf of the Board:

    “Chris Healey” “Rahoul Sharan”
       
    Chris Healey Rahoul Sharan
    Director Director

    E-5


    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED STATEMENTS OF OPERATIONS

    For the Years Ended August 31,

        2011     2010  
      $      
                 
    EXPENSES            
                 
    Accretion (Note 6)   68,560     81,358  
    Administration   991,219     993,591  
    Amortization   43,140     67,189  
    Consulting and professional fees   213,708     606,180  
    Corporate development   308,691     511,251  
    Foreign exchange loss   173,733     46,394  
    Stock-based compensation (Note 9)   985,736     587,664  
                 
    Loss before other items   (2,784,787 )   (2,893,627 )
                 
                 
                 
    Other items            
                 
    Gain on disposal of resource properties (Note 5)   658,152     -  
    Realized gain on disposal of marketable securities   146,472     -  
    Interest income   46,026     129,028  
    Realized gain on disposal of note receivable (Note 3)   -     81,385  
    Realized loss on derivative liability (Note 14)   (479,299 )   -  
    Unrealized derivative liability gain/(loss) (Note 14)   (1,318,152 )   635,137  
    Unrealized gain/(loss) on marketable securities   (1,068,713 )   (142,179 )
    Write-down of resource properties and related deposits (Note 5)   (15,136,117 )   (3,543,924 )
                 
    Loss before income taxes   (19,936,418 )   (5,734,180 )
                 
    Future income tax recovery (Note 10)   2,011,000     880,000  
                 
    Net loss and comprehensive loss   (17,925,418 )   (4,854,180 )
                 
    Loss per share - basic and diluted   (0.15 )   (0.05 )
                 
    Weighted average number of shares outstanding Basic and diluted   123,433,318     105,979,144  

    E-6


    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

    For the Years Ended August 31,

        2011     2010  
      $      
    SHARE CAPITAL     
    Balance, beginning of year   76,329,984     76,324,484  
    Shares issued for resource property acquisition   11,000     5,500  
    Private placement   5,998,869     -  
    Exercise of options   972,800     -  
    Exercise of warrants   36,813     -  
    Flow-through renunciation   (531,000 )   -  
    Balance, end of year   82,818,466     76,329,984  
                 
    CONTRIBUTED SURPLUS     
    Balance, beginning of year   15,224,010     14,485,945  
    Stock-based compensation   1,229,347     738,065  
    Finders warrants issued on private placement   301,749     -  
    Exercise of options   (386,392 )   -  
    Warrants issued on re-financing (Note 14(ii))   45,000     -  
    Exercise of warrants   (9,785 )   -  
    Balance, end of year   16,403,929     15,224,010  
                 
    DEFICIT     
    Balance, beginning of year   (56,825,342 )   (51,971,162 )
    Net loss for the year   (17,925,418 )   (4,854,180 )
    Balance, end of year   (74,750,760 )   (56,825,342 )

    E-7


    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED STATEMENTS OF CASH FLOWS

    For the Years Ended August 31,

        2011     2010  
      $      
                 
    OPERATING ACTIVITIES            
    Loss for the year   (17,925,418 )   (4,854,180 )
    Adjustment for items not involving cash and other:            
       Accretion   68,560     81,358  
       Accrued interest on note receivable and deposit   -     (12,563 )
       Amortization   43,140     67,189  
       Finance cost (Note 14(iii))   45,000     -  
       Unrealized foreign exchange   79,396     18,505  
       Future income tax recovery   (2,011,000 )   (880,000 )
       Gain on disposal of marketable securities   (146,472 )   -  
       Gain on disposal of resource properties   (658,152 )   -  
       Realized loss on derivative liability   479,299     -  
       Realized gain on disposal of note receivable   -     (81,385 )
       Settlement of asset retirement obligation   (17,880 )   (169,134 )
       Partial settlement of derivative liability   (1,011,714 )   -  
       Stock-based compensation   985,736     587,664  
       Unrealized (gain)/loss on derivative instrument   1,318,152     (635,137 )
       Unrealized loss on marketable securities   1,068,713     142,179  
       Write-down of resource properties   15,136,177     3,543,924  
                 
    Changes in non-cash working capital items:        
       Receivables   (76,400 )   (8,577 )
       Prepaid expenses   42,307     193,729  
         Accounts payable and accrued liabilities   (170,873 )   (148,370 )
                 
    Cash used in operating activities   (2,751,429 )   (2,154,798 )
                 
    FINANCING ACTIVITIES            
    Proceeds from issuance of common shares, net of share issue costs   6,914,054     -  
    Restricted cash   (80,000 )   -  
                 
    Cash provided by financing activities   6,834,054     -  
                 
    INVESTING ACTIVITIES            
    Proceeds from disposal of note receivable   -     50,940  
    Proceeds from disposal of marketable securities   277,462     -  
    Resource property expenditures   (4,882,581 )   (4,137,138 )
    Reclamation deposits   225,786     (1,084,702 )
    Purchase of property and equipment   -     (16,416 )
                 
    Cash used in investing activities   (4,379,333 )   (5,187,316 )
                 
    Decrease in cash and cash equivalents during the year   (296,708 )   (7,342,114 )
                 
    Cash and cash equivalents, beginning of the year   2,362,674     9,704,788  
                 
    Cash and cash equivalents, end of the year   2,065,966     2,362,674  
       See Note 11            

    E-8



    1.

    NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

       

    Titan Uranium Inc. (“the Company” or “Titan”) is engaged in the exploration and development of uranium properties in Canada and the United States and has not yet determined the existence of economically recoverable reserves. The recoverability of amounts shown for mineral properties is dependent upon the existence of economically recoverable reserves in its mineral properties, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete its development, and the attainment and maintenance of future profitable production or disposition thereof.

       

    These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At August 31, 2011, the Company had not yet achieved profitable operations, had accumulated losses of $74,750,760 since inception and expects to incur further losses in the development of its business. The Company ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

       

    The Company is currently in the process of a proposed transaction with Energy Fuels Inc. (“Energy Fuels”) (Note 16).

       
    2.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles and reflect the following significant accounting policies:

       

    Use of estimates

       

    The preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ materially from those estimates.

       

    A significant element of measurement uncertainty involves the review of carrying amounts of resource properties to assess the possibility of impairment. Impairment assessments involve the use of management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned activity on the mineral properties. Changes in assumptions used to assess impairment could have a material impact on the financial statements.

       

    Other significant areas requiring the use of management estimates include the determination of stock based compensation, asset retirement obligations, derivative liability and future income tax liabilities.

    E-9



    Titan Uranium Inc.
    (a development stage company)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Consolidation

    These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Uranium Power Corp. and Titan Uranium USA Inc. Inter-company accounts and transactions have been eliminated on consolidation.

    Foreign currency translation

    The functional currency of the Company and of each of its subsidiaries is the Canadian dollar. Accordingly, monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing at the year-end. Non-monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at historical rates. All revenue and expenses denominated in foreign currencies are translated into Canadian dollars at rates of exchange prevailing at the transaction date. Gains or losses resulting from translation are included in the consolidated statement of operations.

    Cash and cash equivalents

    Cash and cash equivalents consist of cash and highly liquid investments that, upon acquisition, have an initial term to maturity of three months or less and are readily convertible into cash.

    Financial Instruments

    The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount in accordance with the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3840, “Related Party Transactions”.

    Subsequent to their initial recognition, financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in operations, financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization; financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in operations. The Company has elected to account for transaction costs related to the issuance of financial instruments as a reduction of the carrying value of the related financial instruments.

    CICA Handbook Section 3862, Financial Instruments – Disclosures requires disclosure about the inputs used in making fair value measurements, including their classification within a hierarchy that prioritizes their significance. The three levels of the fair value hierarchy are:

    E-10



    Titan Uranium Inc.
    (a development stage company)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Financial Instruments (continued)

      Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
    Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
      Level 3: Inputs that are not based on observable market data.

    See Note 14 for relevant disclosures.

    Property and equipment

    Property and equipment are carried at cost less accumulated amortization. The Company provides for amortization on the following basis:

    Computer equipment 3 years straight line
    Exploration equipment 3 years straight line
    Leasehold improvements straight line over the term of the lease
    Office furniture 5 years straight line

    Resource properties

    The Company is in the exploration stage and accounts for its mineral interests, including various joint property interests, whereby the Company’s share of costs related to acquisition, exploration and development are capitalized. These costs will be amortized against revenue from future production or written off if the interest is abandoned or sold.

    The carrying value of resource properties is reviewed at least annually by management on a property-by-property basis to determine if it has become impaired. If impairment is deemed to exist, the resource property is written down to its net recoverable value. The ultimate recoverability of the amounts capitalized for the resource properties is dependent upon the delineation of economically recoverable mineral reserves, the Company’s ability to obtain the necessary financing to complete their development and realize profitable production or proceeds from the disposition thereof. Management’s estimates of recoverability of the Company’s investment in various projects have been based on current conditions. However, it is possible that changes could occur in the near term which could adversely affect management’s estimates and may result in a further write-down of capitalized property carrying values.

    Reclamation deposits

    Deposits are cash and cash equivalents on deposit at financial institutions and pledged as security for letters of credit issued in favor of various regulatory agencies to support future reclamation obligations on resource properties in Canada and the United States. The deposits will be released to the Company when the reclamation obligations are satisfied.

    E-11



    Titan Uranium Inc.
    (a development stage company)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Asset retirement obligations

    The Company recognizes the fair value of liabilities for asset retirement obligations in the period in which they occur and/or in which a reasonable estimate of such costs can be made. Asset retirement obligations are recorded as liabilities with a corresponding increase to the carrying amount of the related long-lived assets. Subsequently, the asset retirement costs are allocated to expenses using a systematic and rational method and are also adjusted to reflect period-to-period changes in the liabilities resulting from passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flows.

    The Company estimates its asset retirement obligations based on its understanding of current environmental regulations and related laws in the jurisdictions where it operates. Regulations and laws are continually changing and are generally expected to become more restrictive. New regulations or interpretations of the law could materially change the Company’s asset retirement obligations.

    Income taxes

    The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, measured using substantively enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on future income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not to occur.

    Stock-based compensation

    The Company has a share option plan which is described in Note 9.

    Options granted under the share option plan are accounted for using the fair-value method.

    The fair value of stock options is measured at the grant date of the options using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s common shares and expected life of the options and is recognized over the vesting period of the options on a graded vesting method. Awards based on share performance are recognized upon achievement of the targeted share price. Stock based compensation is recognized as expense with a corresponding increase in contributed surplus. On exercise of the stock option, consideration received and the estimated fair value previously recorded in contributed surplus is recorded as share capital.

    The Company also accounts for grants of warrants in accordance with the fair value method.

    E-12



    Titan Uranium Inc.
    (a development stage company)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Flow-through shares

    The Company finances a portion of its exploration activities through the issuance of flow-through shares. Certain tax deductible exploration and development expenditures funded by flow-through share arrangements are renounced to investors in accordance with tax legislation. To recognize the forgone tax benefits to the Company, the future income tax liability and the carrying value of the shares issued are adjusted by the effect of the tax benefits renounced to subscribers. The future income tax liability is recorded when the expenditures are renounced by the Company.

    If the Company has sufficient unused tax loss carry forwards or other future income tax assets to offset all or part of this future income tax liability and no future income tax assets have previously been recognized for these items, a portion of the unrecognized future income tax asset is recognized and recorded as income up to the amount of the future income tax liability that would otherwise be recognized.

    Earnings (loss) per share

    Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method. The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate.

    As the Company incurred net losses in the years ended August 31, 2011 and 2010, the stock options and share purchase warrants, as disclosed in Note 9, were not included in the computation of loss per share as their inclusion would be anti-dilutive.

    Future changes in significant accounting policies

    The following accounting standards have been issued by the Canadian Institute of Chartered Accountants but are not yet effective.

    Section 1582, “Business combinations” replaces Section 1581 effective for years beginning on or after January 1, 2011. The principal changes are: assets, liability and equity are recognized at full fair value rather than the acquirer’s interest in the fair value; a bargain purchase resulting in negative goodwill is recognized as a gain in net income in the acquisition period.

    Section 1601, “Consolidated financial statements” replaces Section 1600 effective for years beginning on or after January 1, 2011. The principal changes are those reflecting the changes in new Section 1582 and the recognition of non controlling interest at fair value.

    Section 1602, “Non controlling interests” effective for years beginning on or after January 1, 2011 in conjunction with Section 1582, “Business combinations”, and Section 1601, “Consolidated financial statements”, recognizes a non controlling interest at fair value in the equity section of the balance sheet.

    E-13



    Titan Uranium Inc.
    (a development stage company)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Future changes in significant accounting policies (continued)

    Management has evaluated the adoption of these policies and does not anticipate any impact on the financial statements.

    Canada’s Accounting Standards Board (AcSB) has ratified a strategic plan calling for the convergence of Canadian GAAP with International Financial Reporting Standards (IFRS), by publically accountable enterprises in Canada. The AcSB has confirmed that IFRS will replace current Canadian GAAP standards for fiscal years starting on or after January 1, 2011. As a result, the Company will be required to prepare its consolidated financial statements in accordance with IFRS for interim and annual periods beginning September 1, 2011. The Company’s financial statements for interim and annual periods ended August 31, 2011 will require restatement.

    3.

    MARKETABLE SECURITIES

    Marketable securities are classified as held-for-trading, are stated at their fair values and consist of the following:

          August 31,     August 31,  
          2011     2010  
        $     $    
      Cue Resources Ltd.            
                      2,381,626 common shares   -     130,990  
                      2,381,626 warrants expiring March 30, 2012   23,816     39,983  
      Energy Fuels Inc.            
                      1,046,067 common shares   329,511     -  
                   
          353,327     170,973  

    On March 30, 2010, the Company accepted a combination of cash and securities as repayment of a note receivable which had a balance of USD$277,491 ($282,708). Repayment of the note consisted of USD$50,000 ($50,940) cash, 2,381,626 common shares of Cue Resources Ltd. (Cue), a company related by way of a common director, and 2,381,626 common share purchase warrants of Cue exercisable at $0.15 for a period of two years. The Company valued the Cue common shares at $202,430 based on the market as quoted on the TSX Venture Exchange (“TSX-V”) and valued the common share purchase warrants at $110,715 using the Black-Scholes option pricing model. The total proceeds received for repayment of the note resulted in a gain on disposal of $81,385.

    E-14



    Titan Uranium Inc.
    (a development stage company)

    4.

    PROPERTY AND EQUIPMENT


                Accumulated     Net Book  
          Cost     Amortization     Value  
        $     $     $    
                         
      2011                  
      Computer equipment   116,951     100,709     16,242  
      Exploration equipment   215,039     208,733     6,306  
      Leasehold improvements   2,537     1,047     1,490  
      Office furniture   57,497     42,808     14,689  
                         
          392,024     353,297     38,727  
                         
                         
      2010                  
      Computer equipment   116,951     81,182     35,769  
      Exploration equipment   215,039     195,455     19,584  
      Leasehold improvements   2,537     783     1,754  
      Office furniture   57,497     32,737     24,760  
                         
          392,024     310,157     81,867  

    5.

    RESOURCE PROPERTIES


                      Disposal /        
                Deferred     Write-down        
          Acquisition     Exploration /     of resource        
          Costs     Development     properties     Total  
        $     $     $     $    
                               
      2011                        
      Nunavut [a]   78,266     1,672,054     (1,532,468 )   217,852  
      Saskatchewan [b]   5,729,668     9,812,129     (13,596,514 )   1,945,283  
      Wyoming [c]   11,958,569     7,475,991     -     19,434,560  
      Utah [c]   1,227,989     265,953     (703,304 )   790,638  
                               
          18,994,492     19,226,127     (15,832,286 )   22,388,333  
                               
      2010                        
      Nunavut [a]   144,776     2,941,445     (1,417,810 )   1,668,411  
      Saskatchewan [b]   6,694,074     10,549,458     (2,032,877 )   15,210,655  
      Wyoming [c]   12,045,823     3,040,173     (93,237 )   14,992,759  
      Utah [c]   1,069,271     267,584     -     1,336,855  
      Arizona [c]   253,735     7,440     (261,175 )   -  
      Colorado [c]   257,241     3,934     (261,175 )   -  
                               
          20,464,920     16,810,034     (4,066,274 )   33,208,680  

    E-15



    Titan Uranium Inc.
    (a development stage company)

    5.

    RESOURCE PROPERTIES (continued)


      [a]

    Thelon, Nunavut Properties

    On May 31, 2005, the Company purchased an option to acquire a 100% interest in eight mining leases located in Nunavut Territory and known as the Thelon Uranium Project (“the Project”).

    The Company has committed to pay the optionor a 2% Net Smelter Royalty (NSR). This NSR may be reduced to 1% on the payment of $1,000,000 and be reduced to 0.5% on the payment of an additional $1,000,000. The Company will pay advance royalties of $20,000 per year while it owns this Project.

    On June 13, 2007 the Company entered into an agreement with Mega Uranium Ltd. (Mega), a company related by common directors and officers, for Mega to acquire a 51% interest in all of Titan’s owned and to be owned claims in the Thelon Basin. In order to earn the interest, Mega had committed to expend an aggregate of $5,000,000 on the properties on or before December 31, 2008 on exploration work programs.

    As at August 31, 2008, Mega fulfilled the terms and conditions necessary to earn an undivided 51% interest in the Properties.

    During fiscal 2010, the Company abandoned certain claims in Nunavut and wrote-down $1,417,810 of capitalized costs relating to the abandoned claims.

    Subsequent to August 31, 2011, the Company began negotiations to sell its Canadian properties, including the Thelon properties and, accordingly, the Company wrote down the property to its estimated net realizable value of $217,852.

      [b]

    Athabasca, Saskatchewan Properties

    In July 2005, the Company entered into an agreement to acquire a 100% interest in certain mineral property claims located in the Athabasca Basin, Saskatchewan.

    The Company has committed to pay the vendor a 2% NSR , with the option in favour of the Company to buy back 1% of the NSR by paying to the vendor $1,000,000 at any time prior to commercial production from the claims.

    As part of the agreement, the Company has granted the vendor a 10% carried interest in the claims with such carried interest remaining in effect until the commencement of commercial production by the Company on one or more claims with all costs payable attributable to the Vendor to be paid by the Company and repaid by the vendor from its working interest and/or initial NSR.

    In December 2006, the Company acquired a 100% interest in mineral property claims located in the Athabasca Basin, Saskatchewan.

    The Company has committed to pay the vendor a 1% NSR on all contributed properties.

    E-16



    Titan Uranium Inc.
    (a development stage company)

    5.

    RESOURCE PROPERTIES (continued)


      [b]

    Athabasca, Saskatchewan Properties (continued)

    As part of the agreement, the Company has granted the vendor a 10% working interest in each claim, carried by Titan to completion of a bankable feasibility study, after which the vendor may elect to participate as to its 10% interest or convert its interest into an additional 1% NSR

    In May 2008 the Company signed an agreement with Japan Oil, Gas and Metals National Corporation (“JOGMEC”) whereby JOGMEC can acquire an undivided 50% working interest in the Company’s Virgin Trend and Knight properties in the Athabasca basin upon the full spending of $9,000,000 on exploration prior to March 31, 2011. In July 2010, the Company and JOGMEC agreed to defer future exploration work until market conditions improve.

    In November 2008 the Company signed an agreement with JOGMEC whereby JOGMEC can earn an undivided 50% working interest in the Company’s Border Block project which consists of the Maybelle, Gartner and King properties. JOGMEC can earn a 50% working interest upon the full spending of $6,000,000 prior to March 31, 2012.

    During fiscal 2010, the Company abandoned certain claims in Saskatchewan and wrote-down $2,032,877 of capitalized costs relating to the abandoned claims.

    In August 2011, the Company entered into an agreement to acquire 50% undivided interest in mineral claims located in the Athabasca Basin area of Saskatchewan. The interest could be earned by spending an aggregate of $500,000 in exploration expenditures in installments over a three year period ending October 30, 2014, with the first exploration expenditure of $175,000 due on or before October 30, 2012.

    The Company has committed to pay the vendor a 2% NSR upon commencement of commercial production on the property.

    Subsequent to August 31, 2011, the Company began negotiations to sell its Canadian properties, including the Athabasca properties and, accordingly, the Company wrote down the property to its estimated net realizable value of $1,945,283.

      [c]

    United States properties

    The United States properties consisted of the following projects and ownership interests:

      Utah – Green River North, 100% interest [iv]
      Utah – Green River South, 70% interest [ii]
      Wyoming – East Shirley, 100% interest [iii]
      Wyoming - Sheep Mountain, 100% interest, subject to royalties ranging from 1% - 10% on the
      gross proceeds from the sale of mineral ore produced. [i]

    [i] In October 2009, the Company acquired the remaining 50% interest in the Sheep Mountain and Green River North properties, and disposed of the Breccia Pipes, Arizona and Burro Canyon, Colorado projects.

    E-17



    Titan Uranium Inc.
    (a development stage company)

    5.

    RESOURCE PROPERTIES (continued)


      [c]

    United States properties (continued)

    The transaction was completed with the Company’s Joint Venture partner Uranium One Inc. (“Uranium One”). As a result of the transaction, the Company owns 100% of the Sheep Mountain and Green River North properties. In exchange for Uranium One’s interest in the Sheep Mountain and Green River North properties, the Company paid USD$850,000 and agreed to pay an additional USD$2,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds USD$65 per pound within three years and an additional USD$4,000,000 if the month-end spot uranium price exceeds USD$85 per pound within three years. The Company also assumed the remaining 50% of the asset retirement obligation related to Sheep Mountain that was not previously recognized.

    The USD$2,000,000 and USD$4,000,000 payments that are based on the spot uranium price were considered to be an embedded derivative and were valued at USD$911,910 using an option pricing model to form part of the acquisition price of the Sheep Mountain and Green River North properties acquired from Uranium One. The derivative constitutes a liability that is revalued at each reporting date with the change in value recognized as an unrealized gain or loss on the Consolidated Statement of Operations.

    The Company received USD$500,000 from Uranium One for the 50% interest in the Breccia Pipes and Burro Canyon properties.

    [ii] The Company has an option to earn up to a 70% working interest in the property by completing the following:

      Cash payments of:
      USD$146,250 by December 31, 2009 (paid);
      USD$146,250 by December 31, 2010 (paid);
         
      Cumulative exploration spending of:
      USD$1,023,750 by December 31, 2009 (completed);
      USD$1,365,000 by December 31, 2010 (completed);
         
      Issuing common shares of the Company in the amount of;
      25,000 shares by December 31, 2009 (issued at a value of $5,500);
      25,000 shares by December 31, 2010 (issued at a value of $11,000).

    During the current fiscal year, the Company completed all of its obligations under the agreement and earned their 70% interest.

    [iii] During fiscal 2010, the Company abandoned the East Shirley claims in Wyoming and wrote-down $93,237 of capitalized costs relating to the abandoned claims.

    [iv] In January 2011, the Company entered into an agreement with Energy Fuels to sell 100% of its Green River South property in return for US$1,200,000 worth of common shares of Energy Fuels. The Company received 1,046,067 common shares in February 2011, which had a value of $1,361,456 when they were received, and accordingly, the Company recorded a gain of $658,152 as a result of the sale.

    E-18



    Titan Uranium Inc.
    (a development stage company)

    6.

    ASSET RETIREMENT OBLIGATION

    The Company’s asset retirement obligation relates to the cost of removal and restoring the Sheep Mountain property.

    At August 31, 2011, the Company estimated the total undiscounted asset retirement obligation to be $1,609,915 (2010 - $1,866,811). Future cash flows required to satisfy the obligation are estimated to occur between 2012 and 2030. An estimated inflation rate of 3.5% and an estimated credit adjusted rate of 15% were applied to the future cash flow estimates.

          Amount  
        $    
      Balance, August 31, 2009   593,527  
      Liability assumed on acquisition of Sheep Mountain property (Note 5c)   570,672  
      Accretion expense   81,358  
      Settlement of liability   (169,134 )
      Effect of change in exchange rate   (7,983 )
      Balance, August 31, 2010   1,068,440  
      Accretion   68,560  
      Settlement of liability   (17,880 )
      Adjustment on estimate   (53,795 )
      Effect of change in exchange rate   (83,881 )
      Balance, August 31, 2011   981,444  
      Less: current portion   200,664  
      Balance   780,780  

    The Company estimates its asset retirement obligations based on its understanding of current environmental regulations and related laws in the jurisdictions where it operates. Regulations and laws are continually changing and are generally expected to become more restrictive. New regulations or interpretations of the law could materially change the Company’s asset retirement obligations.

    7.

    RELATED PARTY TRANSACTIONS

    The Company has entered into the following transactions with parties not at arm’s length to the Company. These transactions have been recorded at the exchange amounts which is the amount agreed to by the transacting parties.

    The Company paid or accrued consulting fees totaling $405,557 (2010 - $570,213) to directors and officers of the Company or companies controlled by directors and officers of the Company for the period ended August 31, 2011. Consulting fees have been expensed to operations or capitalized to resource properties based on the nature of the expenditure.

    The Company paid or accrued rent of $35,000 to a company with a common director.

    Receivables with a balance of $84,166 (2010 - $57,601) is owing from a joint venture partner with directors and officers in common and accounts payable and accrued liabilities include $21,194 due to directors, officers and a company with a director in common.

    A note receivable was repaid during fiscal 2010 from a company with a director in common (Note 3).

    E-19



    Titan Uranium Inc.
    (a development stage company)

    8.

    SHARE CAPITAL


      [a]

    Authorized: Unlimited number of common shares without par value

      [b]

    Issued and fully paid – common shares:


          Shares     Amount  
          #   $    
                   
      Balance, August 31, 2009   105,962,021     76,324,484  
                   
      Shares issued for resource property acquisition (Note 5)   25,000     5,500  
                   
      Balance, August 31, 2010   105,987,021     76,329,984  
                   
      Private placement [i]   20,949,352     5,998,869  
      Flow-through renunciation   -     (531,000 )
      Share issued for resource property acquisition (Note 5)   25,000     11,000  
      Exercise of options   2,736,500     972,800  
      Exercise of warrants   90,094     36,813  
                   
      Balance, August 31, 2011   129,787,967     82,818,466  

    [i] Private placement

    On November 30, 2010 the Company completed a non-brokered private placement of 16,576,630 units (“Units”) at a price of $0.30 per Unit and 4,372,722 flow-through units (“FT Units”) at a price of $0.45 per FT Unit for aggregate gross proceeds of $6,940,714. Each Unit consisted of one common share of the Company and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.45 per common share for a period of two years from November 30, 2010. Each FT Unit consisted of one flow-through share of the Company and one-half of one common share purchase warrant (“FT Warrant”) Each FT Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.50 per common share for a period of two years from November 30, 2010.

    In connection with the private placement, the Company paid finder’s fees which consisted of cash of $536,757, 1,389,200 finders warrants (“Finder’s Warrants”) and other cash costs of $103,339. Each Finder’s Warrant entitles the holder to acquire a finder’s unit (“Finder’s Unit”) at a price of $0.30 per Finder’s Unit for a period of two years from November 30, 2010. Each Finder’s Unit consists of one common share and one non-transferrable common share purchase warrant (“Finder’s Unit Warrant”). Each Finder’s Unit Warrant is entitles the holder to acquire a common share of the Company at a price of $0.45 per common share for a period of two years from November 30, 2010. The fair value of the Finder’s Warrants of $301,749 was recorded as share issue costs. The fair value of the Finder’s Warrants was determined using the Black Scholes option pricing model with the following assumptions: Risk free rate of 1.62%; Expected dividend yield of 0%; Expected volatility of 112%; and expected life of 2 years.

    E-20



    Titan Uranium Inc.
    (a development stage company)

    8.

    SHARE CAPITAL (continued)

    [i] Private placement (continued)

    During the year ended August 31, 2011, the Company renounced $1,967,725 of resource expenditures to investors. As at August 31, 2011, the Company has incurred approximately $325,000 of expenditures eligible for flow-through with respect to these flow-through share proceeds. Expenditures related to the use of flow-through share proceeds are included in exploration costs but are not available as a tax deduction to the Company as the tax benefits of these expenditures have been renounced to the investors; accordingly, the Company has recorded a charge of $531,000 to share capital and a corresponding future income tax liability.

    9.

    STOCK OPTIONS AND WARRANTS

    Stock Options

    The Company has established a share option plan whereby options may be granted to directors, officers, employees and consultants up to an aggregate of 10% of the issued and outstanding shares of the Company. Options granted have an exercise price of not less than the market price on the date of grant less the applicable discount, if any, permitted by the policies of the TSX-V and approved by the Board. The options can be granted for a maximum of 5 years and vest as determined by the board of directors. Stock options granted to investor relations vest in accordance with the terms of the TSX-V at 25% three months after the grant and 25% every three months thereafter.

    The fair value of stock options granted for the years ended August 31, 2011 and 2010 was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

          2011     2010  
                   
      Risk-free interest rate   1.47% - 2.65%     1.35%  
      Expected life of options   2 to 4.76 yrs     1.63 yrs  
      Annualized volatility   79% - 212%     124%  
      Dividend rate   Nil     Nil  
      Forfeiture   16%     16%  
      Fair value per option $ 0.44   $ 0.12  

    The fair value of options expensed from options granted was $985,736 (2010 – $587,664). The fair value of options capitalized to resource properties was $243,611 (2010 – $150,401).

    E-21



    Titan Uranium Inc.
    (a development stage company)

    9.

    STOCK OPTIONS AND WARRANTS (continued)

    Stock option transactions and the number of stock options outstanding are summarized as follows for the years ended August 31, 2011 and 2010.

          Weighted        
          Number of     Average  
          Options     Price  
          #   $    
                   
      Balance, August 31, 2009   2,054,000     0.69  
      Cancelled/Forfeited   (1,887,333 )   0.68  
      Granted   5,732,500     0.22  
                   
      Balance, August 31, 2010   5,899,167     0.23  
                   
      Expired   (166,667 )   0.78  
      Cancelled   (160,000 )   0.27  
      Granted   3,150,000     0.59  
      Approved by shareholders   495,000     0.16  
      Exercised   (2,736,500 )   0.21  
      Balance, August 31, 2011   6,481,000     0.40  

    Options outstanding and exercisable at August 31, 2011 had exercise prices and years remaining to expiry as follows:

              Exercise     Weighted        
    Number of         Price of     Average        
    Options   Number of     Options     Exercise Price        
    Outstandin g   Shares Exercisable     Outstandin g     of Options Exercisable     Expiry Date  
                             
    1,917,500   1,917,500     0.265           September 8, 2012  
    1,413,500   1,376,000     0.155           July 29, 2013  
    3,150,000   3,075,000     0.59           January 25, 2016  
                             
    6,481,000   6,368,500   $ 0.40   $ 0.40        

    E-22



    Titan Uranium Inc.
    (a development stage company)

    9.

    STOCK OPTIONS AND WARRANTS (continued)

    Warrants

    The Company had the following warrants outstanding which were granted in conjunction with a private placement.

              Weighted  
          Number of     Average  
          Warrants     Price  
          #   $    
      Balance, August 31, 2009 and 2010   -     -  
      Issued   20,152,191     0.45  
      Exercised   (90,094 )   0.30  
      Issued   90,094     0.45  
      Issued   500,000     0.21  
                   
      Balance, August 31, 2011   20,652,191     0.44  

    Number of     Exercise Price        
    Warrants     of Warrants        
    Outstanding     Outstanding     Expiry Date  
                   
    2,186,361     0.50     November 30, 2012  
    16,576,630     0.45     November 30, 2012  
    1,299,106     0.30     November 30, 2012**  
    500,000     0.21     August 3, 2013  
    90,094     0.45     November 30, 2012  
                   
    20,652,191   $ 0.44        

      **

    Finders’ Warrants are exercisable into a Finders’ Unit, which consists of one share and one share purchase warrant which entitles the holder the right to acquire a common share of the Company at a price of $0.45 per common share until November 30, 2012.


    10.

    INCOME TAX

    The significant components of future income tax assets and liability are as follows:

          August 31,     August 31,  
          2011     2010  
        $      
      Assets            
      Loss carry forwards   3,973,000     3,943,000  
      Resource properties   2,084,000     3,309,000  
      Share issue costs   128,000     116,000  
      Asset retirement obligation   -     363,000  
      Property and equipment   119,000     115,000  
      Future income tax assets before valuation allowance   6,304,000     7,846,000  
      Valuation allowance   (6,304,000 )   (7,846,000 )
      Future income tax assets, net of valuation allowance   -     -  
                   
      Liabilities            
      Resource properties   -     1,480,000  
                   
      Net future income tax liabilities   -     1,480,000  

    E-23



    Titan Uranium Inc.
    (a development stage company)

    10.

    INCOME TAX (continued)

    Certain future tax assets have been reduced to zero through the utilization of a valuation allowance because of a high degree of uncertainty surrounding their realization due to the nature of the business.

    The effective income tax rate differs from the statutory rate as follows:

          August 31,     August 31,  
          2010     2010  
        $      
                   
      Loss before income taxes   19,936,418     5,734,180  
      Income tax rate   28.00%     30.00%  
                   
      Expected tax recovery   5,580,000     1,720,000  
      Non-deductible items including stock-based compensation   (1,283,000 )   (261,000 )
      Tax benefits not recognized   (2,753,000 )   (464,000 )
      Effect of rate change   467,000     (115,000 )
                   
      Future income tax recovery   2,011,000     880,000  

    At August 31, 2010, the Company had operating losses for income tax purposes of approximately $15,640,100 which can be carried forward to reduce taxes in future years. These losses expire between August 31, 2012 and August 31, 2031.

    11.

    SUPPLEMENTARY CASH FLOW INFORMATION

    The significant non-cash transactions for the year ended August 31, 2011 were:

      i)

    Receipt of 1,046,067 shares of Energy Fuels on disposal of Green River South (Note 5);

      ii)

    Issuance of 500,000 warrants at a value of $45,000 to Uranium One pursuant to the July 31, 2011 amendment and accrual of $984,162 (US$1,000,000) (Note 14);

      iii)

    Shares issued for a mineral property for $11,000;

      iv)

    Revision of asset retirement obligation and related asset of $53,795;

      v)

    Resource property recoveries included in receivables of $115,575;

      vi)

    Resource property expenditures included in accounts payable and accrued liabilities of $580,301.

      vii)

    Issuance of 1,389,200 Finders’ Warrants at a value of $301,749.

    As at August 31, 2011, cash and cash equivalents consisted entirely of cash.

    Other cash-flow information   2011  
           
    Cash paid for interest   -  
    Cash paid for taxes   -  

    E-24



    Titan Uranium Inc.
    (a development stage company)

    12.

    SEGMENTED INFORMATION

    The Company operates one reportable segment, being the exploration and development of uranium resource properties. The Company operates in two geographic segments; Canada and the United States. Capital assets by geographic area are as follows:

      August 31, 2011   Canada     United States     Total  
        $     $     $    
      Property and equipment   38,387     350     38,727  
      Resource properties   2,163,135     20,225,198     22,388,333  

      August 31, 2010   Canada     United States     Total  
        $     $     $    
      Property and equipment   81,517     350     81,867  
      Resource properties   16,879,066     16,329,614     33,208,680  

    13.

    COMMITMENTS


    a.

    As of August 31, 2011, the Company is committed to operating leases for office space and office equipment as follows:


      Year      
      $    
             
      2012   76,000  
      2013   31,000  
      2014   27,000  
             
          134,000  

      b.

    The Company has cash deposits totaling $1,994,253 (2010: $2,413,052) that serve as collateral for letters of credit that have been pledged in favour of certain regulatory authorities. The deposits bear interest at market rates. The deposits will be returned to the Company when site reclamation at the Company’s mineral properties has been completed to the satisfaction of the regulatory authorities.

    E-25



    Titan Uranium Inc.
    (a development stage company)

    14.

    FINANCIAL INSTRUMENTS


      i)

    Fair Value

         
     

    The following table represents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis.


      As at August 31, 2011                        
      Description   Total     Level 1     Level 2     Level 3  
                               
      Cash and cash equivalents $ 2,065,966   $ 2,065,966          
      Restricted cash   80,000     80,000          
      Held-for-trading securities   353,327     353,327          
      Derivative liability   (109,108 )           (109,108 )
      Net $ 2,390,185   $ 2,499,293   $  –   $  (109,108 )

     

    Financial assets - The Company has designated its cash and cash equivalents, restricted cash and marketable securities as held-for-trading, which are measured at fair value. Receivables are classified as loans and receivables, which are measured at amortized cost. Due to the short-term maturity of receivables, the carrying amount approximates fair value. The Company has not entered into any hedging relationships and does not hold any other available-for-sale securities that would result in the recognition of other comprehensive income or loss.

         
     

    Financial liabilities - Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost. Due to the short term nature of accounts payable and accrued liabilities, carrying amounts approximate fair value.

         
      ii)

    Derivatives – Derivatives may be embedded in other financial instruments or within non- financial contracts. Under CICA HB 3855, certain embedded derivatives may require separate recognition at fair value. Pursuant to the acquisition of properties on October 1, 2009 described in note 5(c), the Company must make a payment of USD$2,000,000 if, within three years, the month end spot uranium price exceeds USD$65 per pound, and a payment of USD$4,000,000 if the month end spot uranium price exceeds USD$85 per pound. The Company has determined that the payment terms constitute an embedded derivative and have valued the derivative liability using a valuation model. The uranium spot price and the expected volatility of the uranium spot price have a significant impact on the value derived from the valuation model.

         
     

    At August 31, 2011, the derivative liability had an estimated value of $109,108 (2010 - $323,371).

         
     

    On January 31, 2011 the month end spot price was USD$73 per pound resulting in the requirement to make a cash payment of USD$2,000,000 by July 31, 2011. USD$2,000,000 was recognized as an accrued liability resulting in a realized loss on the derivative liability of $479,299. On July 31, 2011, the Company amended the payment terms as follows: cash payment of USD$1,000,000 (paid) by August 3, 2011 and the remaining balance of USD$1,000,000 on July 31, 2012 plus accrued interest thereon from July 31, 2011 until paid at a rate of 5% per annum, which is included in accounts payable at August 31, 2011.

    E-26



    Titan Uranium Inc.
    (a development stage company)

    14.

    FINANCIAL INSTRUMENTS (continued)


      ii)

    Derivatives (continued)

         
     

    In addition, the Company issued 500,000 share purchase warrants exercisable at $0.21 per share expiring on July 31, 2013 (Note 9). The fair value of the share purchase warrants of $45,000 was recorded as finance cost and is included in the statement of operations. The fair value of the warrants was determined using the Black Scholes option pricing model with the following assumptions: Risk free rate of 1.08%; Expected dividend yield of 0%; Expected volatility of 77%; and expected life of 2 years. At August 31, 2011 the derivative liability related to the USD$4,000,000 payment required if the month end spot uranium price exceeds USD$85 had an estimated value of $109,108 using variables in effect at August 31, 2011.

         
     

    As at August 31, 2011, a $5 increase in the uranium spot price while holding all other variables constant would result in an estimated increase of $156,976 in the value of the derivative liability. Increasing the volatility by 5% while holding all other variables constant would result in an estimated increase of $316,474 in the value of the derivative liability. The derivative is revalued at each reporting date with the change in value recognized as an unrealized gain or loss on derivative liability on the consolidated statement of operations.

         
      iii)

    Management of financial risk - The Company’s financial instruments are exposed to certain financial risks, including credit risk and liquidity risk.

         
     

    Credit risk is the risk of an unexpected loss by the Company if a customer or third-party to a financial instrument fails to meet its contractual obligations. The Company’s cash, cash equivalents, restricted cash and reclamation deposits are primarily held in high credit quality financial institutions.

         
     

    A portion of the Company’s receivables relate to a receivable from participants of the Company’s exploration option agreements. Management mitigates the credit risk associated with this concentration of receivables by ensuring that amounts receivable are current and by involving partners in the budgeting process.

         
     

    The carrying amount of the Company’s receivables, $318,450 represents the Company’s maximum credit risk exposure.

         
     

    Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach is to ensure that it will have sufficient liquidity to meet its obligations when due. Accounts payable and accrued liabilities are due within the current operating period. The Company uses a budgeting process to project cash flow and to ensure that sufficient resources are available to meet those cash flow requirements. As at August 31, 2011, the Company had working capital of $940,210. The Company does not currently operate any producing properties and as such, is dependent upon issuance of new equity to advance its exploration properties. If equity financing is required, failure to obtain financing on a timely basis may cause the Company to postpone exploration plans, reduce or terminate its operations.

    E-27



    Titan Uranium Inc.
    (a development stage company)

    14.

    FINANCIAL INSTRUMENTS (continued)

    Foreign currency risk – The Company’s financial instruments are exposed to currency risk as it presently holds assets and liabilities denominated in both Canadian and US currency. The Company does not use derivative instruments to hedge this exposure. Cash flow forecasts are used to estimate the amount of Canadian and US currency that will be needed so that adequate currency is on hand as liabilities become due.

    A +/- 1% change in the Canadian dollar versus the U.S. dollar at August 31, 2011 would have an approximate +/- $6,500 impact on the loss for the year ended August 31, 2011.

    The Company has cash balances and no variable interest-bearing debt. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

    The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company.

    15.

    CAPITAL DISCLOSURE

       

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that shareholders may benefit from its operations.

       

    The Company manages its capital structure, which consists of the shareholders’ equity, in response to exploration results and economic conditions. In order to adjust the capital structure, new shares may be issued, assets may be acquired or disposed of, and capital spending may be adjusted.

       

    In order to maximize the Company’s exploration activities, the Company does not pay dividends. The Company invests its cash in highly liquid short-term interest-bearing investments, with a high credit rating.

       

    The Company is not subject to any externally imposed capital requirements.

       
    16.

    SUBSEQUENT EVENTS

       

    In October 2011, the Company entered into a loan agreement with an entity related by common directors. The Company arranged for financing of up to $1,000,000 and has been advanced $500,000 and $300,000 under this agreement. The loans are supported by promissory notes, due on January 31, 2013, bearing annual interest of 5%, payable on the due date of the loan.

       

    In December 2011, the Company entered into a definitive business combination agreement with Energy Fuels, whereby Energy Fuels will acquire all of the issued and outstanding shares of the Company by way of plan of arrangement.

    E-28



    Titan Uranium Inc.
    (a development stage company)

    16.

    SUBSEQUENT EVENTS (continued)

    Under the plan of arrangement, the Company’s shareholders will receive 0.68 of Energy Fuel’s common shares for each share of the Company held. All outstanding warrants will be replaced or assumed by Energy Fuels and adjusted as appropriate to reflect the consideration to be received by the Company’s shareholders pursuant to the plan of arrangement. All of the Company’s stock options will expire immediately preceding the effective date. The Company has engaged BayFront Capital Partners to act as their financial advisors in this transaction for a fee of $75,000. The transaction is subject to shareholder and regulatory approval.

    In connection with this agreement, Energy Fuels has agreed to provide bridge loan financing up to US$1,500,000 to a subsidiary of the Company. The Company and its subsidiary have signed a loan agreement for US$1,000,000 of which US$500,000 has been advanced. The advance is evidenced by a promissory note, due the earlier of the closing date of the business combination agreement or February 28, 2012, and bears interest at a rate of 5%, payable on the due date. The loan is secured by a mortgage over the Company’s Sheep Mountain property and a guarantee provided by the Company. On January 9, 2012, a subsidiary of the Company made a draw request for the balance of US$500,000 from Energy Fuels.

    In January 2012, the Company signed a letter of intent with Mega Uranium Ltd. (“Mega”) which provides for the sale of substantially all of the Company’s Canadian assets to Mega in exchange for 10,000,000 common shares of Mega.

    E-29


    SCHEDULE F - CORPORATE GOVERNANCE DISCLOSURE

    The board of directors (the “ EFI Board ”) of Energy Fuels Inc. (“ EFI ”) is currently comprised of seven directors. Six of the seven directors are considered by the EFI Board to be independent within the meaning of Canadian securities laws. A director is considered to be unrelated and independent by the EFI Board if the EFI Board determines that the director has no direct or indirect material relationship with EFI. A material relationship is a relationship that could, in the view of the EFI Board, be reasonably expected to interfere with the exercise of the director’s judgment independent of management. Stephen P. Antony is not an independent director as he is the President and Chief Executive Officer (“ CEO ”) of EFI. Each of the remaining directors, namely, J. Birks Bovaird, Paul A. Carroll, Mark E. Goodman, Bruce D. Hansen, Robert J. Leinster and Douglas McIntosh are independent directors of EFI. A majority of the directors of EFI are independent as defined in Section 1.2(1) of NI 58-101.

    The following directors of EFI are also directors of other reporting issuers: J. Birks Bovaird is a director of Hawk Uranium Inc.; Bruce D. Hanson is a Director of General Moly, Inc., Paul Carroll is a director of World Wide Minerals Ltd. and Mark Goodman is a director of Ryan Gold Corp., Cogitore Resources Inc., Dynamic Venture Opportunities Fund Ltd., Odyssey Resources Ltd. and is a former Director of Dia Bras Exploration Inc.

    The Chairman of EFI, J. Birks Bovaird, is not a member of management and is an unrelated and independent director. One of his principal responsibilities is to oversee the EFI Board processes so that it operates efficiently and effectively in carrying out its duties and to act as a liaison between the EFI Board and management.

    The independent directors of the EFI Board are encouraged by the executive directors to hold private sessions, as such independent directors deem necessary in the circumstances. In the fiscal year ended September 30, 2011, the non-executive directors held separate in camera sessions following each EFI Board meeting, and had informal discussions from time to time.

    The EFI Board held a total of eight meetings during the period commencing October 1, 2010 and ending September 30, 2011. Each of the directors attended all of the EFI Board meetings during their respective terms, with the exception of Paul A. Carroll, who attended seven of the eight meetings.

    Board Mandate
    The EFI Board’s mandate is set out in the Governance Manual of EFI as approved by the EFI Board. The EFI Board is responsible, directly and through its Committees, for the supervision of the management of the business and affairs of EFI. The EFI Board seeks to ensure the viability and long-term financial strength of EFI and the creation of enduring shareholder value. In pursuing these objectives, the EFI Board will have regard to the best interests of shareholders and EFI and to the needs of its other stakeholders, including the needs of the communities in which EFI conducts its business and the needs of its employees and suppliers.

    To assist the EFI Board in the implementation of its mandate, it delegates some of its responsibility to committees. The EFI Board reviews and approves the structure, mandate and composition of its committees. It also receives and reviews periodic reports of the activities and findings of those committees.

    The EFI Board selects and appoints EFI’s President and CEO and, through him, other officers and senior management to whom the EFI Board delegates certain of its power of management. The EFI Board approves strategy, sets targets, performance standards and policies to guide them; monitors and advises management; sets their compensation and, if necessary, replaces them.

    F-1


    The EFI Board reviews and approves, for release to shareholders, quarterly and annual reports on the performance of EFI. It reviews all material public communications and seeks to ensure that EFI communicates effectively with its shareholders and other stakeholders. The EFI Board has procedures in place to ensure effective communication between EFI, its shareholders, respective investors and the public, including the dissemination of information on a regular and timely basis. The CEO has dedicated a portion of his time to communicate with shareholders and prospective investors. Through its officers, EFI responds to questions and provides information to individual shareholders, institutional investors, financial analysts and the media.

    The EFI Board ensures that mechanisms are in place to guide the organization in its activities. The EFI Board reviews and approves a broad range of internal control and management systems, including expenditure approvals and financial controls. Management is required by the EFI Board to comply with legal and regulatory requirements with respect to all of EFI’s activities.

    Position Descriptions
    The EFI Board has adopted a written position description for the CEO of EFI. The primary role of the CEO is to manage EFI in an effective, efficient and forward-looking way and to fulfill the priorities, goals and objectives determined by the EFI Board in the context of EFI’s strategic plans, budgets and responsibilities with a view to increasing shareholder value. These responsibilities include maintaining and developing EFI’s role as a leading uranium exploration, development and mining corporation, developing with the EFI Board and implementing strategic plans for EFI, providing quality leadership to EFI’s staff and ensuring its human resources are properly managed and acting as an entrepreneur and innovator within the context of EFI’s strategic goals.

    The position description for the Chairman of the EFI Board is set out in EFI’s Governance Manual. The primary role of the Chairman is to ensure that the responsibilities of the EFI Board are well understood by both the EFI Board and Management, the boundaries between the EFI Board and Management are understood and respected and that the EFI Board carries out its responsibilities effectively in accordance with the EFI Board’s mandate. The Chairman ensures that the EFI Board functions effectively, chairs meetings of the EFI Board and shareholders and leads the EFI Board in monitoring and evaluating the performance of the CEO.

    The EFI Board has not developed written position descriptions for the Chairman of each Committee. The primary responsibilities of the Chair of each committee is to lead the committee in undertaking the duties and responsibilities that the committee is charged with by the EFI Board; ensure that committee members receive all necessary information in a timely fashion; ensure that the committee has adequate access to all members of Management; set agendas for and chair committee meetings; lead the committee in an annual review of its performance; and ensure the committee comprises members with the requisite skill, experience and training.

    Orientation and Continuing Education
    New directors will be provided with a comprehensive information package on EFI and its management and will be fully briefed by senior management on the corporate organization and key current issues. The information package will also include copies of all EFI’s adopted codes and policies. Visits to key operations may also be arranged for new directors.

    F-2


    Although EFI does not provide formal training programs to its directors, the EFI Board encourages directors to participate in continuing education programs. One director has successfully completed a director certification program offered by a major Canadian university. In addition, Board members are often provided with notices and other correspondence from counsel and other advisors which report on developments affecting corporate and securities law matters and governance generally.

    Ethical Business Conduct
    The EFI Board has adopted a written code for the directors, officers, and employees of EFI which is contained in EFI’s Governance Manual and in the Employee Code of Conduct (the “ Code ”). The Code sets out in detail the core values and the principles by which EFI is governed and addresses topics such as: honest and ethical conduct; conflicts of interest; compliance with applicable laws, rules and regulations and Corporation policies and procedures; confidential information; public disclosures; and protection and proper use of company assets.

    The management of EFI is committed to fostering and maintaining a culture of high ethical standards and compliance, and ensuring a work environment that encourages employees to raise concerns to the attention of management and promptly addressing any employee compliance concerns. EFI will maintain appropriate records evidencing compliance with the Code. It is ultimately the EFI Board’s responsibility for monitoring compliance with the Code. The EFI Board will review the Code periodically and review management’s monitoring of compliance with the Code, and if it were necessary, consult with members of EFI’s senior management team and Audit Committee, as appropriate, to resolve any reported violations of EFI’s Code.

    Nomination of Directors
    During the financial year ended September 30, 2011, the Governance, Compensation & Nominating Committee was responsible for proposing new candidates for Board nomination. The Committee will periodically assesses the skill sets of current directors and will recommend desired background and qualifications for director nominees, taking into account the needs of the EFI Board at the time. The Committee will address issues such as director representation in terms of expertise and experience, EFI Board size, succession planning, and effectiveness of the EFI Board.

    Compensation
    During the financial year ended September 30, 2011, the Governance, Compensation & Nominating Committee was responsible for administering the executive compensation program of EFI. The Committee is comprised of entirely independent directors of EFI to ensure an objective process for determining compensation. Decisions involving senior executive appointments, remuneration reviews and bonus allocations are recommended by the CEO, but were approved by the Governance, Compensation and Nominating Committee.

    On an annual basis the Governance, Compensation & Nominating Committee will approve and recommend to the EFI Board compensation policies for EFI generally, including base salary, annual incentives, long-term incentives, executive perquisites, supplemental benefits and equity-based incentive plans. In reviewing such compensation policies, the Governance, Compensation & Nominating Committee may consider the recruitment, development, promotion, retention and compensation of executives and other employees of EFI and any other factors that it deems appropriate.

    The Governance, Compensation & Nominating Committee will review the adequacy and form of director compensation annually. In addition, the Governance, Compensation & Nominating Committee will approve and recommend to the EFI Board all forms of compensation to be provided to the CEO and other key executive officers of EFI. In reviewing such compensation for recommendation, the Governance, Compensation and Nominating Committee, among other things, evaluates executive officer achievement against corporate goals and objectives, EFI’s overall performance, shareholder returns, the value of similar incentive awards relative to such targets at comparable companies, awards given in past years, and such other factors as the Governance, Compensation & Nominating Committee deems appropriate and in the best interests of EFI. The Governance, Compensation & Nominating Committee is also responsible for proposing goals for the administration of EFI’s equity-based compensation plans and reviewing their competitiveness and making recommendations regarding the form of compensation for the EFI Board that realistically reflects the responsibilities and risks of these positions.

    F-3


    For information regarding how the EFI Board determines the compensation for EFI’s directors and officers please see “Executive Compensation”.

    During financial year 2011 no compensation consultant or advisor was retained by EFI.

    Other Board Committees
    EFI currently has an Audit Committee, a Governance, Compensation & Nominating Committee and a Disclosure Committee.

    Assessments
    The EFI Board assesses its members and its committees with respect to effectiveness and contribution on an ongoing basis. This assessment process is informal. If an individual EFI Board member is unable to contribute due to ability, lack of time or commitment, the individual would either resign or not be nominated for re-election.

    F-4



    Exhibit 99.21

    ENERGY FUELS INC.

    PROXY FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON FEBRUARY 10, 2012
    SOLICITED ON BEHALF OF MANAGEMENT

    The undersigned shareholder of Energy Fuels Inc. (the “Corporation”) hereby appoints Stephen P. Antony, President and Chief Executive Officer, whom failing, Jeffrey L. Vigil, Chief Financial Officer, or instead of either of them,                                                                    , as nominee of the undersigned, with the power of substitution, to attend, vote and act for and on behalf of the undersigned at the annual and special meeting of shareholders of the Corporation to be held on February 10, 2012 (the “Meeting”) and at any adjournments thereof, and, without limiting the general authority and power hereby given to such nominee, the shares represented by this proxy are specifically directed to be voted as indicated below:

    1. [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of the nominees of management as directors;
             
    2. [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the appointment of KPMG, LLP, Chartered Accountants as auditors and to authorize the directors to fix the remuneration to be paid to the auditors;
             
    3. [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the extension of the Shareholder Rights Plan, as described in the Management Information Circular;
             
    4. [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the Arrangement Resolutions attached as Schedule “A” to the Management Information Circular
             
    5. IN HIS/HER DISCRETION with respect to amendments to the above matters and on such other business as may properly come before the meeting or any adjournment thereof.
             
      This proxy revokes and supersedes all proxies of earlier date.
             
    DATED this _____________day of _____________, 2012.
             
       
      Signature of Shareholder    
             
       
      Name of Shareholder (print)  


    Notes :

    1.

    Shareholders may vote at the Meeting either in person or by proxy. A proxy should be dated and signed by the shareholder or by the shareholder's attorney authorized in writing. If not dated, this proxy shall be deemed to bear the date on which it was mailed by management of the Corporation.

       
    2.

    You have the right to appoint a person other than as designated herein to represent you at the Meeting either by striking out the names of the persons designated above and inserting such other person's name in the blank space provided or by completing another proper form of proxy and, in either case, delivering the completed proxy to CIBC Mellon Trust Company in the envelope provided.

       
    3.

    The common shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for. In the absence of direction, this proxy will be voted for each of the matters referred to herein.

       
    4.

    A completed proxy must be delivered to CIBC Mellon Trust Company by mail at c/o Cover-all, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on February 8, 2012, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.




    Exhibit 99.22

    ENERGY FUELS INC.
    NOTICE OF ANNUAL AND SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD
    FRIDAY, FEBRUARY 10, 2012

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that an annual and special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the National Club, 303 Bay Street, Toronto, Ontario, Canada on Friday, February 10, 2012 at 10:00 am (Toronto time) for the following purposes:

    1.

    to receive the audited consolidated financial statements of the Corporation for the year ended September 30, 2011, together with the report of the auditor thereon;

       
    2.

    to elect directors of the Corporation;

       
    3.

    to appoint the auditor of the Corporation and to authorize the directors to fix the remuneration to be paid to the auditor;

       
    4.

    to consider and, if thought advisable, to pass an ordinary resolution approving the renewal of the Corporation’s existing Shareholder Rights Plan for a further three-year term, as more particularly described in the accompanying management information circular (the “ Circular ”);

       
    5.

    to consider and, if thought advisable, to pass ordinary resolutions authorizing the issuance of common shares of the Corporation pursuant to an arrangement (the “ Arrangement ”) between the Corporation and Titan Uranium Inc. (“ Titan ”), pursuant to which, among other things, the Corporation will acquire all of the issued and outstanding common shares of Titan and the shareholders of Titan will receive, for each whole common share of Titan held, 0.68 of a common share of the Corporation, all as more particularly described in the Circular; and

       
    6.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CIBC Mellon Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on February 8, 2012, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated at Toronto, Ontario this 10 th day of January, 2012.

      BY ORDER OF THE BOARD
                            (signed) “Stephen P. Antony”            
                           Stephen P. Antony, President
                           and Chief Executive Officer



    Exhibit 99.23


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Reports On Sage Plain Project Exploration and
    Development Activities

    Toronto, Ontario – January 19, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) today provided an update on recent drilling, technical reports, and development activities at the Company’s new Sage Plain Project (“Project”) located in San Juan County, Utah and San Miguel County, Colorado, about 20 miles northeast of Monticello, Utah. As has been previously reported in several press releases over the last year, Energy Fuels has been assembling a significant land package, largely contiguous, in the Project area. The Project will be the 3 rd and 4 th uranium and vanadium mines owned or controlled by Energy Fuels. The Project is being developed by Colorado Plateau Partners LLC (“CPP”), a 50:50 joint venture between subsidiaries of Energy Fuels and Aldershot Resources Ltd. of Vancouver, B.C.

    The Sage Plain Project consists of 5,635 acres, including about 1,680 acres of fee land, 2,013 acres of Utah State School and Institutional Trust Lands, and 1,942 acres of unpatented mining claims on land managed by the U.S. Bureau of Land Management (“BLM”). This area is located in the southern extension of the Uravan Mineral Belt, which is characterized by vanadium-to-uranium ratios in excess of 6:1.

    Most of the Project and all of surface disturbance will be located in Utah, with a small portion of the underground workings extending into Colorado. There are two historic uranium-vanadium mines within the project area, the Calliham Mine and the Sage Mine. These two historically productive mines have been idle for about 20 years. Both mines were operated by Atlas Minerals in the 1970’s and 1980’s. The Calliham Mine was acquired by Umetco Minerals, who operated the mine briefly in the early 1990’s. Both mines ceased production due to depressed metal prices, not resource depletion.

    Drilling:
    In the Fall of 2011, CPP conducted two drilling programs in the Project area for the purpose of verifying historic drilling and map data. Seven holes were drilled on the Sage claims, and ten holes were drilled near the Calliham mine. This drilling successfully confirmed the accuracy of the historic data and increased the historic mineral resource totals. Previous drilling had been performed on the Calliham and Sage Mines by several operators, namely Hecla, Atlas Minerals, Pioneer, and Truchas. These companies drilled approximately 1,349 holes within the Project boundary.

    Recent NI 43-101 Technical Report:
    As a result of this drilling and additional data analysis, CPP filed a NI 43-101 technical report in December which supports the presence of 642,971 tons of Measured and Indicated Mineral Resource in the Project area with an in-place grade of 0.22% U 3 O 8 and 1.39% V 2 O 5 (2,833,795 lbs. U 3 O 8 and 17,829,289 lbs. V 2 O 5 ). Additionally, Inferred Mineral Resources are estimated at 49,136 tons with an in-place grade of 0.184% U 3 O 8 and 1.89% V 2 O 5 (181,275 lbs. U 3 O 8 and 1,854,034 lbs. V 2 O 5 ).


    Energy Fuels’ share of the combined Project Measured and Indicated Mineral Resources is 439,093 tons containing 1,975,704 lbs. U 3 O 8 (0.225% U 3 O 8 ) and 12,224,227 lbs. V 2 O 5 (1.39% V 2 O 5 ). Energy Fuels’ portion of Inferred Mineral Resources is 24,568 tons containing 90,638 lbs. U 3 O 8 (0.184% U 3 O 8 ) and 927,017 lbs. V 2 O 5 (1.89% V 2 O 5 ).

    Under the CPP joint venture agreement, Energy Fuels will be the operator of the Sage Plain Project. It is anticipated that the uranium and vanadium resource will be milled at Energy Fuels’ proposed Piñon Ridge Mill, approximately 76 road miles away.

    Current Development Status:

    Currently, the Project is transitioning from exploration to development, and with that transition, Energy Fuels has assumed the Project operator role. CPP initiated permitting on both the Calliham and the Sage Mine in the Fall of 2011. The primary agency for the mine permits is the Utah Department of Oil Gas and Minerals (“DOGM”). Surface mapping has been completed, along with topsoil sampling and groundwater sampling. Consultants are being evaluated to support the permitting team.

    The Energy Fuels team has enjoyed considerable recent permitting success with county, state and federal agencies for mines in Colorado and Utah. In addition, Energy Fuels has obtained major approvals for the proposed Piñon Ridge Uranium-Vanadium Mill in Montrose County, Colorado, including approval from the U.S. Environmental Protection Agency (“EPA”) in October 2011.

    The estimated timeline to complete permitting of the Calliham and Sage Mines is 16 to 20 months (about the 2 nd Quarter 2013).

    Steve Antony, Energy Fuels’ President and CEO stated, “We believe there is excellent potential to expand upon this resource and our goal is to put these mines back into production. Once in production, the Sage and Calliham Mines along with our Energy Queen and Whirlwind mines will produce sufficient mill feed to meet 100% of the needs of our proposed 500 ton per day Piñon Ridge Mill. We are also working with local miners to develop ore purchase opportunities in the vicinity of the mill to supplement and extend our production.”

    Stephen P. Antony is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the content of this press release.

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The Mill will be the first uranium mill constructed in the United States in over 30 years.

    With more than 42,000 acres of highly prospective uranium and vanadium property located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned Colorado subsidiary, Energy Fuels Resources Corporation and its British Columbia subsidiary, Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.  
       
    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.24

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels and Titan Uranium Provide Update on Merger Status

    Toronto, Ontario February 2, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) and Titan Uranium Inc. (TUE:TSX- V) (“Titan”) today provided an update on the pending merger with Titan Uranium, Inc. As previously released, the merger will add 31 million lbs. of NI 43-101 compliant indicated U3O8 resource (13.8 million tons averaging 0.11% eU 3 O 8 ) to Energy Fuels’ inventory. This U 3 O 8 resource includes 14.2 million lbs. of NI 43-101 compliant reserve (6.4 million tons averaging 0.111% eU 3 O 8 ), of which almost 10 million lbs. is surface mineable.

    The Titan resources will be added to Energy Fuels’ NI 43-101 compliant measured and indicated U 3 O 8 resources of 9.4 million lbs. (1.2 million tons averaging 0.24% eU 3 O 8 ) and NI 43-101 inferred U 3 O 8 resources of 4.5 million lbs. (1.0 million lbs. averaging 0.22% eU 3 O 8 ). After the merger, Energy Fuels will be among the largest holders of uranium mineral resource in North America. Energy Fuels also holds significant historic uranium resources in Colorado and Utah that are being evaluated, reported on, and converted to NI 43-101 resource as funding allows.

    In addition to the uranium resource, Energy Fuels holds vanadium resource of 34.9 million lbs. of NI 43-101 compliant measured and indicated V 2 O 5 resource (1.2 million tons averaging 0.89% eV 2 O 5 ) and 13.1 million lbs. of NI 43-101 compliant inferred V 2 O 5 resource (1.0 million tons averaging 0.62% eV 2 O 5 ). Vanadium is co-hosted and co-mingled with uranium across the Uravan Mineral belt and will be extracted at the final step at Energy Fuel’s proposed Piñon Ridge Mill near Naturita, Colorado.

    Key milestones in the Titan merger process include:


    Steve Antony, President and CEO of Energy Fuels said, “This expansion of our conventional mining resource base widens our scope of operations significantly. We are anxious to proceed with the licensing and advancement of Titan’s Sheep Mountain Project.”

    Chris Healey, President and CEO of Titan added, “As we evaluated this business combination, we were sure that this was a situation in which ‘one plus one would equal three.’ Nothing has changed that position as we move toward closing the transaction.”

    The transaction is to be effected pursuant to a plan of arrangement under the Canada Business Corporations Act, which will require approval of the shareholders of Titan holding at least 66 2/3% of the votes cast at the upcoming shareholders’ meeting of Titan.

    Dundee Securities Ltd. is acting as financial advisor to Energy Fuels. BayFront Capital Partners is acting as financial advisor to Titan.

    The Qualified Person as defined by National Instrument 43-101 for Energy Fuels is Stephen P. Antony and for Titan, Chris Healey. They have both reviewed and approved the content of this press release.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Titan, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Titan’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Titan’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and any other factors described in Energy Fuels’ and Titan’s most recent annual and quarterly financial reports.

    Energy Fuels and Titan assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Titan’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Titan relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.


    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey, President & CEO
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.25

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels and Titan Announce Approval of Plan of Arrangement
    by Energy Fuels Shareholders

    Toronto, Ontario – February 10, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels ”) and Titan Uranium Inc. (TSXV-TTU) (“Titan”) are pleased to announce that today shareholders of Energy Fuels approved the proposed Plan of Arrangement between Energy Fuels and Titan Uranium Inc. (TSXV-TTU) (“Titan”). Under the Arrangement, Titan will become a wholly-owned subsidiary of Energy Fuels.

    Of the votes cast at the Energy Fuels shareholder meeting, 98.94% were in favour of the Arrangement. Completion of the transaction is subject to satisfaction of various conditions, including approval by at least two-thirds of the votes cast by shareholders of Titan, the issuance of a final order approving the Arrangement by the B.C. Supreme Court, and the completion of the sale by Titan of its Canadian assets on terms acceptable to Energy Fuels. Subject to satisfaction of such conditions, Energy Fuels and Titan anticipate that the closing of the Plan of Arrangement will occur by the end of February 2012.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Titan, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Titan’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Titan’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and any other factors described in Energy Fuels’ and Titan’s most recent annual and quarterly financial reports.

    Energy Fuels and Titan assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Titan’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Titan relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.


    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey, President & CEO
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.26

    ENERGY FUELS INC.
    (the “Corporation”)

    Report of Voting Results

    In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations , the Corporation hereby advises of the results of the voting on the matters submitted to the Annual and Special Meeting (the “ Meeting ”) of shareholders of the Corporation (the “ Shareholders ”) held on Friday, February 10, 2012. At the Meeting, the Shareholders were asked to consider certain matters outlined in the Notice of Annual and Special Meeting and Management Information Circular dated January 10, 2012 (the “ Management Information Circular ”).

    The matters voted upon at the Meeting and the results of the voting were as follows:


    GENERAL BUSINESS

    OUTCOME
    OF VOTE
    VOTES BY BALLOT
    Votes
    For
    Votes
    Against
    Votes
    Withheld
    1.

    The election of the nominees to the board of directors as set forth in the Management Information Circular.

    Passed -- -- --
    2.

    The re-appointment of KPMG LLP, Chartered Accountants, as auditors for the Corporation and authorizing the directors to fix their remuneration.

    Passed -- -- --
    3.

    The ratification and approval of the extension of the Shareholder Rights Plan of the Corporation as set forth in the Management Information Circular.

    Passed -- -- --

    SPECIAL BUSINESS
     
             
    4.

    The approval of the Arrangement Resolutions attached as Schedule A to the Management Information Circular.

    40,003,883

    (98.94%)

    429,949

    (1.06%)

    DATED this 17 th day of February, 2012

      ENERGY FUELS INC.
         
         
      Per: (signed) “ Gary R. Steele ”                 
        Gary R. Steele, Corporate Secretary



    Exhibit 99.27

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels and Titan Announce Approval of Plan of Arrangement
    by Titan Shareholders

    Toronto, Ontario – February 14, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels ”) and Titan Uranium Inc. (TSXV-TUE) (“Titan”) are pleased to announce that today shareholders of Titan approved the proposed Plan of Arrangement between Energy Fuels and Titan Uranium Inc. (TSXV-TUE) (“Titan”). Under the Arrangement, Titan will become a wholly-owned subsidiary of Energy Fuels.

    Of the votes cast, 99.92 % were in favour of the Arrangement. On February 10, 2012, shareholders of Energy Fuels approved the Arrangement. Completion of the transaction is subject to satisfaction of various conditions, including approval of the British Columbia Supreme Court and the completion of the sale by Titan of its Canadian assets on terms acceptable to Energy Fuels. Energy Fuels and Titan anticipate that the closing of the Plan of Arrangement will occur by the end of February 2012.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Titan, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Titan’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Titan’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and any other factors described in Energy Fuels’ and Titan’s most recent annual and quarterly financial reports.

    Energy Fuels and Titan assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Titan’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Titan relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.


    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey, President & CEO
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.28

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels and Titan Announce Sale of Titan’s Canadian Assets to
    Mega Uranium

    Toronto, Ontario February 23, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels ”) and Titan Uranium Inc. (TSXV -TUE) (“Titan”) are pleased to announce that Titan completed the sale of its Canadian assets to Mega Uranium Ltd. (TSX-MGA) (“Mega”) today. In the transaction, Titan conveyed several prospective uranium properties located in Saskatchewan’s Athabasca Basin and in Nunavut to Mega in exchange for 10,000,000 common shares of Mega.

    The sale of these assets was a condition to the closing of the Plan of Arrangement between Titan and Energy Fuels. Under the Arrangement, Titan will become a wholly-owned subsidiary of Energy Fuels, and 10,000,000 shares of Mega will accrue to Energy Fuels.

    Stephen P. Antony, President and CEO of Energy Fuels stated: “The sale of Titan’s Canadian assets to Mega was a key condition of the Titan merger. These properties are outside of Energy Fuels’ area of focus, and Mega is a strong, well-managed company that can move these properties into eventual production and achieve excellent shareholder value.”

    As previously reported, the Plan of Arrangement was approved by shareholders of Energy Fuels on February 10, 2012, and by shareholders of Titan on February 14, 2012. The application by Titan for the final court order approving the Arrangement was approved on February 21, 2012. Energy Fuels and Titan will close the transaction on February 29 th , 2012.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Titan, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Titan’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Titan’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and any other factors described in Energy Fuels’ and Titan’s most recent annual and quarterly financial reports.


    Energy Fuels and Titan assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Titan’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Titan relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey, President & CEO
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.29

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Completes Acquisition of Titan Uranium

    Toronto, Ontario February 29, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels ”) and Titan Uranium Inc. (TSXV-TTU) (“Titan”) are pleased to announce that a Certificate of Arrangement giving effect to the Plan of Arrangement between Energy Fuels and Titan was issued today. Titan is now a wholly-owned subsidiary of Energy Fuels.

    Under the Arrangement, Energy Fuels issued an aggregate of 89,063,997 common shares in exchange for all of the 130,976,467 issued and outstanding common shares of Titan, on the basis of 0.68 of an Energy Fuels common share for each whole Titan common share. In addition, up to 14,926,881 common shares of Energy Fuels are reserved for issuance upon exercise of warrants previously issued by Titan. Full details of the transaction are set out in Energy Fuels’ Management Information Circular dated January 10, 2012 issued in connection with Energy Fuels’ annual and special meeting of shareholders held on February 10, 2012.

    The common shares of Titan are currently halted from trading on, and will be delisted from, the TSX Venture Exchange.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey
    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.30


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces Updated Preliminary Feasibility Study
    and Improved Economics for Sheep Mountain Project

    Toronto, Ontario March 1, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) is pleased to announce that it has completed an update to the Preliminary Feasibility Study (PFS), originally reported by the Company’s wholly owned subsidiary Titan Uranium on April 12, 2010, for Energy Fuels’ 100% owned Sheep Mountain uranium project in Fremont County, Wyoming. All currency amounts reported in this release are quoted in US dollars.

    Under the updated PFS, the scenario with the best economics for the Sheep Mountain Project is the concurrent development of both the underground and open pit deposits. This option generates a pre-tax Internal Rate of Return (IRR) of 42%, with a Net Present Value (NPV) of $201 million at a 7% discount rate, and an NPV of $146 million at a 10% discount rate. Initial CAPEX for this option is $109 million.

    Capital considerations could result in Energy Fuels modifying the plan that produces the highest IRR in favor of an alternative that initially develops the open pit only, and delays producing the underground deposit until the 5 th year of operations. This alternative would require a much reduced initial capital investment of $61 million while still providing positive cash flow; and would generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate.

    The update to the study was prepared by a group of consultants led by BRS Inc., an independent engineering consulting firm based in Riverton, Wyoming, in collaboration with Western States Mining Consultants and Lyntek Inc. This group also prepared the original PFS.

    Steve Antony, President and CEO of Energy Fuels stated, “The results of this updated PFS confirm our view that Sheep Mountain can be a highly productive and profitable project. These economic results are compelling, even in today’s uranium marketplace, and validate the assessment that led to Energy Fuels’ acquisition of Titan Uranium. We are prepared to continue the Sheep Mountain permitting effort to bring the project online as a producing, conventional uranium mine as quickly as possible to monetize these returns for our shareholders.”

    Highlights for the most favorable scenario include:


    Pre-tax NPV and IRR Sensitivities:

    Alternative 1 - Open Pit and Underground

    Common Start

      Selling Price (USD/pound)

    Discount Rate

    $

    60

     

    $

    65

     

    $

    70

     

    NPV 5% (Million $)

    $

     202

     

    $

     249

     

    $

     296

     

    NPV 7% (Million $)

    $

     161

     

    $

     201

     

    $

     240

     

    NPV 10% (Million $)

    $

     115

     

    $

     146

     

    $

     176

     
                                               Pre-Tax IRR

     

    36%

     

     

    42%

     

     

    48%

     

    In summary, the primary changes in the updated PFS resulting in these much improved economics are:

    These results update an original Preliminary Feasibility Study prepared by BRS, Inc. on April 8, 2010 . An updated Preliminary Feasibility Study supporting these results will be filed on SEDAR within 45 days of this release.


    Douglas L. Beahm, PE, PG and Registered Member of the SME, Principal Engineer of BRS, Inc. is an independent Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the content of this press release.

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.  
       
    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.31

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

       

    Energy Fuels Inc. (“ Energy Fuels ”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

       
    2.

    Date of Material Change:

       

    February 29, 2012

       
    3.

    News Release:

       

    The press release attached hereto as Schedule “A” was disseminated via Marketwire on February 29, 2012.

       
    4.

    Summary of Material Change:

       

    See the press release attached as Schedule “A.”

       
    5.

    Full Description of Material Change:

       

    On February 29, 2012, Energy Fuels and Titan Uranium Inc. (“ Titan ”) completed the previously announced business combination by way of a plan of arrangement under the Canada Business Corporations Act (the " Arrangement "). Pursuant to the Arrangement, Energy Fuels acquired all of the issued and outstanding common shares of Titan and each shareholder of Titan received 0.68 of a common share of Energy Fuels for each Titan share held, rounded down to the nearest whole common share (the “ Share Exchange Ratio ”). Pursuant to the Arrangement, the issued and outstanding options of Titan expired on February 28, 2012 and all share purchase warrants of Titan currently outstanding are exercisable for common shares of Energy Fuels pursuant to the Share Exchange Ratio.

       
    6.

    Reliance on subsection 7.1(2) or (3) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.

       
    8.

    Executive Officer:

       

    The following executive officer of the Corporation is knowledgeable about the material change:

       

    Gary R. Steele, Vice President – Corporate Marketing & Secretary
    (303) 974-2147




    9.

    Date of Report:

       

    March 8, 2012



    Schedule “A”

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Completes Acquisition of Titan Uranium

    Toronto, Ontario – February 29, 2012

    Energy Fuels Inc. (TSX-EFR) (“Energy Fuels””) and Titan Uranium Inc. (TSXV-TUE) (“Titan”) are pleased to announce that a Certificate of Arrangement giving effect to the Plan of Arrangement between Energy Fuels and Titan was issued today. Titan is now a wholly-owned subsidiary of Energy Fuels.

    Under the Arrangement, Energy Fuels issued an aggregate of 89,063,997 common shares in exchange for all of the 130,976,467 issued and outstanding common shares of Titan, on the basis of 0.68 of an Energy Fuels common share for each whole Titan common share. In addition, up to 14,926,881 common shares of Energy Fuels are reserved for issuance upon exercise of warrants previously issued by Titan. Full details of the transaction are set out in Energy Fuels’ Management Information Circular dated January 10, 2012 issued in connection with Energy Fuels’ annual and special meeting of shareholders held on February 10, 2012.

    The common shares of Titan are currently halted from trading on, and will be delisted from, the TSX Venture Exchange.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information please contact

    For Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Titan Uranium Inc.

    Chris M. Healey

    Phone No.: (604) 925-1810
    Email: cmhealey@titanuranium.com



    Exhibit 99.32


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Responds to Recent News Articles Regarding NRC
    Comments on Colorado Licensing Procedures

    Toronto, Ontario March 15, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) has learned of several news stories that have been published recently about our Piñon Ridge Uranium and Vanadium Mill, proposed for Western Colorado. The Company wishes to clarify the facts and address any misleading statements in the media.

    The NRC recently sent two letters inquiring into the State of Colorado’s public hearing process for the licensing of uranium mills. The NRC indicated that Colorado’s laws and regulations may not be consistent with federal procedures as it relates to public involvement. Colorado and the Company vigorously dispute this contention. In addition, the NRC mistakenly indicates that Colorado has agreed to hold another public hearing on the matter. Colorado has not agreed to any such course of action.

    Colorado is an “Agreement State” whereby the sole authority for the licensing of uranium mills was granted to the state by the NRC itself, and continues to reside with Colorado. The NRC has no jurisdiction or authority to issue, amend, or revoke mill licenses in Colorado, including the license for Piñon Ridge. The NRC’s primary remedy is to work with Colorado to correct any perceived deficiencies in Colorado’s laws and regulations.While the Company and Colorado dispute that any deficiencies exist, these corrections would only apply to future radioactive materials licenses issued by Colorado, and not past actions like the approval of the Piñon Ridge Mill.

    According to an article in the Telluride Watch, NRC spokesman David McIntyre “dismissed concerns that the NRC might intervene in the mill’s approval process and ‘take over’ ….” McIntyre continued, “[w]e don’t intend to intervene or overturn [the] decision.”

    In conclusion, very little has actually changed on the licensing of the Piñon Ridge Mill. The license remains in full force and effect. The State of Colorado and Energy Fuels continue to vigorously defend the license in State District Court.

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.  
       
    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.33


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    State of Colorado Issues Strong Response to NRC Letters;
    Defends
    Energy Fuels’ Piñon Ridge Mill License

    Toronto, Ontario March 21, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) announced today that the State of Colorado sent a strongly worded letter to the U.S. Nuclear Regulatory Commission (“NRC”) on Friday March 16, 2012. In the letter, the State defends the Piñon Ridge Uranium Mill License (“License”) against charges that the process that resulted in the March 7, 2011 issuance of the License to Energy Fuels was flawed. The letter to the NRC upholds the validity of the license and was signed by Dr. Christopher Urbina M.D., Executive Director and Chief Medical Officer for the Colorado Department of Public Health and Environment (“CDPHE”). Dr. Urbina is a key cabinet member in the administration of Colorado Governor John Hickenlooper.

    Dr. Urbina’s letter can be viewed at: http://www.energyfuels.com/downloads/03 -20-2012PR_1.pdf

    The State’s press release can be viewed at: http://www.cdphe.state.co.us/release/2012/031612.pdf .

    Energy Fuels’ President and CEO, Steve Antony, commented, “We are happy to see the highest levels of Colorado state government defending the Piñon Ridge Mill license. We firmly believe that all applicable state and federal laws were followed meticulously. We hope this issue is resolved quickly and amenably, not only for Energy Fuels but for the people on Colorado’s West Slope who support this important project.”

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewa n’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.


       
    FOR FURTHER INFORMATION PLEASE CONTACT:  
       
        Energy Fuels Inc.  
       
       Gary Steele Curtis Moore
       Investor Relations Corporate Communications
       (303) 974-2140 (303) 974-2140
       Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
       Email: investorinfo@energyfuels.com  
       Website: www.energyfuels.com  



    Exhibit 99.34


    Management’s
    Discussion

    &
    Analysis

    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    May 14, 2012

    INTRODUCTION

    The following discussion and analysis, which is the responsibility of management, should be read in conjunction with the Condensed Consolidated Interim Financial Statements and accompanying notes of Energy Fuels Inc. (the “Company” or “Energy Fuels” or “EFI”) for the quarters ended March 31, 2012, December 31, 2011, and the year - ended September 30, 2011. This discussion contains certain forward - looking information and statements. Please see “Risk Factors” and “Cautionary Statement on Forward - Looking Information and Statements” for a discussion of the risks, uncertainties and assumptions relating to this information and these statements. These are subject to significant risks and uncertainties that may cause projected results or events to differ materially from actual results or events.

    In this discussion, the terms “Company”, “we”, “us” and “our” refer to the Company and, as applicable, the Company’s wholly - owned subsidiaries Energy Fuels Resources Corporation (“EFRC”), Energy Fuels Exploration Inc., Magnum Uranium Corp. (“Magnum Uranium”) and its wholly - owned subsidiary Magnum Minerals USA Corp. as a group and Titan Uranium Inc. (“Titan”) and its wholly - owned subsidiaries Energy Fuels Wyoming Inc. (formerly, Titan Uranium USA Inc.) and Uranium Power Corp. as a group. The financial information in this discussion and analysis is derived from the Company’s unaudited condensed consolidated interim financial statements prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”, using accounting standards as issued by the International Accounting Standards Board, under International Financial Reporting Standards (“IFRS”). All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

    Additional Information

    Additional information relating to Energy Fuels Inc., including all public filings and financial statements, are available on SEDAR at www.sedar.com , and on the Company’s website at www.energyfuels.com .

    Stephen P. Antony, P.E., President & CEO of the Company, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the exploration information and technical disclosure in this MD&A.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 2

    QUARTER ENDED March 31, 2012 SIGNIFICANT EVENTS

    Proposed Acquisition of the U.S. Mining Division of Denison Mines Corp. (Subsequent to Quarter End)

    On April 16, 2012, the Company and Denison Mines Corp. (“Denison”) entered into a Letter Agreement whereby EFI agreed to acquire all of Denison’s mining assets and operations located in the United States (“US Mining Division”). Under the proposed transaction (“Transaction”): (a) Energy Fuels will acquire, either directly or through a wholly-owned subsidiary, (i) all of the issued and outstanding shares of Denison Mines Holdings Corp. (“DMHC”) and White Canyon Uranium Ltd. (“White Canyon”) (collectively, the “Acquired Shares”), and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DHMC, White Canyon or any direct or indirect subsidiary of DMHC) (the “Acquired Debt”), and will issue to Denison in consideration for the Acquired Shares and the Acquired Debt, 425,441,494 common shares of Energy Fuels (the “EFI Share Consideration”); and (b) either concurrently with or immediately after the issuance of the EFI Share Consideration to Denison, Denison will complete the Denison Arrangement under the Business Corporations Act (Ontario) (“OBCA”), pursuant to which it will complete a reorganization of its capital and will distribute the EFI Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization.

    Immediately following the distribution of the EFR Share Consideration to Denison’s shareholders, Denison’s shareholders will own approximately 66.5% of Energy Fuels’ outstanding common shares, based on Energy Fuels’ 214,336,818 common shares outstanding as of May 8, 2012. Upon the completion of the Transaction, two additional directors, as agreed between Denison and Energy Fuels, shall be appointed to the board of directors of Energy Fuels.

    Denison, through DMHC and White Canyon, holds mineral properties located in Colorado, Utah, and Arizona, including four currently producing mines. In addition, Denison owns and operates the White Mesa Mill, located near Blanding, Utah. This 2,000 ton per day facility is the only operating conventional uranium mill in the United States. According to NI 43-101 technical reports filed on SEDAR by Denison, Denison mineral properties contain Measured and Indicated Mineral Resources of approximately 12.8 million lbs. U 3 O 8 (2,400 tons averaging 0.267% eU 3 O 8 ) and Inferred Mineral Resources of approximately 13.5 million lbs. U 3 O 8 (2,100 tons averaging 0.327% eU 3 O 8 ).

    Acquisition of Titan Uranium Inc.

    On December 5, 2011 the Company and Titan Uranium Inc. entered into a Business Combination Agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (“Arrangement”), all of the outstanding common shares of Titan. The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012 and the acquisition was completed on February 29, 2012. Pursuant to the Arrangement, Titan shareholders received 0.68 common shares of EFI for each whole common share of Titan.

    Prior to the acquisition, Titan had mineral properties located in the Athabasca Basin in Canada and in Wyoming and Utah in the U.S. On February 23, 2012, Titan sold its Canadian mineral properties to Mega Uranium Ltd. (“Mega”) in exchange for 10,000,000 common shares of Mega, valued at $3,450,000 at the date of sale. Titan’s primary U.S. mineral property is the Sheep Mountain Project located about 8 miles south of Jeffrey City, Wyoming.

    The Company will continue Titan’s design and permitting plan for the Sheep Mountain Project which includes an open pit mine, an underground mine and the operation of a uranium processing facility utilizing heap leach recovery. In March 2011, Titan released a 43-101 Technical Report which reported Indicated Mineral Resources of approximately 30.4 million lbs. U 3 O 8 (13.8 million tons averaging 0.11% eU 3 O 8 ),including 14.2 million lbs. U 3 O 8 (6.4 million tons at 0.11% eU 3 O 8 )categorized as Probable Mineral Reserve.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 3

    QUARTER ENDED March 31, 2012 SIGNIFICANT EVENTS (continued)

    Acquisition of Titan Uranium Inc. (continued)

    On March 1, 2012, the Company announced an updated Preliminary Feasibility Study (“2012 PFS”) for the Sheep Mountain Project which increased the Probable Mineral Reserve to 18.4 million lbs. U 3 O 8 (7.5 million tons at an average grade of 0.123% eU 3 O 8 ). On April 13, 2012, the 2012 PFS was posted on SEDAR. Total Indicated Resource is 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 . Please note that the Probable Mineral Reserve number is included in the Mineral Resource number. Under the 2012 PFS, the concurrent development of both the underground and open pit deposits generates a pre-tax Internal Rate of Return (“IRR”) of 42%, with a Net Present Value (“NPV”) of $201 million at a 7% discount rate, and an NPV of $146 million at a 10% discount rate. Initial capital expenditures (“CAPEX”) under the 2012 PFS is $109 million.

    The Company is considering a modified plan which would require a much-reduced initial capital investment of $61 million. The modified plan initially develops the open pit only, and delays producing the underground deposit until the 5th year of operations. The modified plan would generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate.

    The Company believes the addition of the Sheep Mountain Project provides a number of significant benefits, including the following:

    Piñon Ridge Mill Project

    The Company achieved the following milestones related to the licensing process for the proposed Piñon Ridge Uranium and Vanadium Mill (“Mill”):

    Colorado Plateau Mineral Properties

    Advanced the strategic objective of expanding and consolidating assets located in the Western U.S. and in the historic Colorado Plateau uranium/vanadium mining district as follows:

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 4

    OUTLOOK

    OVERVIEW AND DESCRIPTION OF BUSINESS

    Energy Fuels is a Toronto, Ontario based uranium and vanadium exploration and mineral development company listed on the Toronto Stock Exchange; trading symbol: ‘EFR’. The Company’s mission is to build a fully-integrated uranium and vanadium production company through exploration, development, mining, milling and sales, primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado, Utah and Arizona) and Wyoming.

    Colorado Plateau

    The Colorado Plateau contains the highest grades of uranium in the United States and has seen the most historic uranium production of any region in the United States. In the 42 years between 1948 and 1990, approximately 250 million pounds of natural uranium (“U 3 O 8 ”)were produced from Colorado and Utah, an average of about 6 million pounds per year. This production ceased only because uranium prices would no longer support the costs of production, not because of resource depletion. Substantial uranium and vanadium resources remain to be developed on the Colorado Plateau.

    The Company has strategically focused on the Colorado Plateau for the following reasons:

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 5

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Colorado Plateau (continued)

    The Company currently has two fully-permitted mines in its mineral property portfolio. The Whirlwind Mine is located in the Northern Uravan Mineral Belt approximately 4 miles southwest of Gateway, Colorado. The Energy Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah.

    In July 2007, Energy Fuels acquired an 880 acre site approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which to build the Piñon Ridge Uranium and Vanadium Mill (“Mill”). The Piñon Ridge mill site is large enough to accommodate a mill that processes 500 tons of ore per day for at least 40 years. The ore will be supplied from a regional resource base (in Colorado, Utah, Arizona, and New Mexico) estimated by the United States Energy Information Administration (“EIA”) in 2008 to contain up to 86 million tons of ore at an average grade of 0.142% (242 million lbs. of U 3 O 8 at a price of $50.00/lb) . While the Mill is designed and permitted to process 500 tpd of ore per day, it could be expanded to a 1,000 tpd production rate if market conditions warrant. Expansion to 1,000 tpd would require application for permit modifications and be subject to the regulatory processes associated therewith.

    After acquisition of the land in July 2007, work started immediately to gather the necessary environmental baseline and site characterization data to support the License application. Basic engineering design of the Mill was initiated soon afterward in the fall of 2007.

    In July of 2008, the Company applied to Montrose County, Colorado, for a Special Use Permit (“Permit”), requesting that the land use designation for the 880 acre mill site be changed from “General Agricultural” to “Mineral Resource Operation Facility”. On September 30, 2009, the Special Use Permit was unanimously approved by the Montrose County Board of County Commissioners.

    The application for the License was submitted to CDPHE on November 18, 2009 and CDPHE found it to be complete on December 18, 2009. Technical review of the License application started immediately, and on April 21, 2010, CDPHE issued a news release establishing a deadline of January 17, 2011, for them to issue a decision on the License application.

    In addition to the six (6) public hearings held as part of the Montrose County Special Use Permit approval, the CDPHE held two (2) public hearings and six (6) additional public meetings in western Colorado during its review process to obtain further public input on Energy Fuels’ License application. As part of their technical review, CDPHE issued four separate comprehensive requests for additional information that were addressed by Energy Fuels in detailed response documents.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 6

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Colorado Plateau (continued)

    On January 5, 2011, Energy Fuels was granted conditional approval by CDPHE for a Radioactive Materials License for the 500 ton per day Piñon Ridge Mill facility. On March 7, 2011, the Company was issued a Final Radioactive Materials License.

    On February 4, 2011 a non-government organization based in Telluride, Colorado called Sheep Mountain Alliance (“SMA”) filed an appeal of the License decision in state court. On March 30, 2011, SMA amended their complaint based on the final License issued on March 7, 2011. On November 7, 2011, the Towns of Telluride and Ophir (“Towns”) intervened in the case as additional plaintiffs challenging the License decision. On December 12, 2011, CDPHE certified the record, thereby beginning the briefing schedule. On January 24, 2012, SMA and the Towns filed their Opening Briefs. On February 28, 2012, the Company and CDPHE filed their Answer Briefs. On March 26, 2012, SMA and Telluride filed their Reply Briefs. On April 6, 2012, the Company filed a Sur-Reply responding to certain new arguments made in the Reply Briefs. It is expected that the Judge will rule on the case in the next 2 (two) to 6 (six) months. SMA and the Towns are seeking to overturn the License in its entirety based on certain procedural issues, in which case the Company would have to resubmit the License application and begin the process again.

    Wyoming

    In February 2012, the Company expanded its regional focus to Wyoming with the acquisition of Titan and its Sheep Mountain Project located 8 miles south of Jeffrey City, Wyoming. The Company intends to continue Titan’s permitting plan in parallel with activities related to construction of the Piñon Ridge Mill. The Sheep Mountain Project includes redevelopment of the existing underground Sheep Mountain uranium mine, as well as development of an open pit mine and operation of a proposed uranium heap leach and processing facility, which will be capable of producing of up to 1.5 million pounds of U 3 O 8 per year.

    A Plan of Operation (“PO”) was submitted and has been accepted as complete by the U.S. Bureau of Land Management (“BLM”), and preparation of an Environmental Impact Statement (“EIS”) is underway with completion anticipated for mid-2013. The Company plans to submit a revision of its existing Mine Permit 381C to the Wyoming Department of Environmental Quality (“WDEQ”) in mid-2012, which is currently under review by WDEQ. The permit revision will address improvements to the mine plan, including the proposed uranium recovery facility.

    Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is at an advanced stage of development. This license will allow the Company to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The Company plans to submit the license application in mid-2012. The subsequent review and approval process for this license by NRC is anticipated to take approximately 24 months.

    Growth & Financing

    The Company’s property acquisition and exploration activities have been oriented in the short-term to expanding the current resource base in the Colorado Plateau, Wyoming and across the Western United States. In the long-term, the Company’s activities are oriented to exploring the Arizona Strip in northern Arizona for high grade ore deposits in geologic structures known as breccia pipes. However, in January 2012 the United States Department of Interior (“DOI”) withdrew over 1 million acres on the Arizona Strip from new mineral development for the next 20 years. Though the DOI’s action affects some potentially high-value

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 7

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Growth & Financing (continued)

    targets identified by the Company, it does not affect other targets of the Company located on state lands and on federal lands west and south of the withdrawal area.

    The Company will continue to pursue opportunities to consolidate and grow its resource position within the Colorado Plateau, Wyoming and western United States as they become available and as capital permits. For risk sharing and capital preservation purposes, the exploration activities in the Arizona Strip are now conducted through a joint venture with subsidiaries of Aldershot Resources Ltd. (ALZ:TSX-V) based in Vancouver, British Columbia.

    Management will continue to pursue and evaluate strategic options, including partnerships, joint ventures and acquisition opportunities that enhance shareholder value and which fit within the Company’s mineral resource development strategy. In the past, funding for exploration and development operations has been obtained through equity offerings. Future operations (and the ability to meet mineral property option commitments) are dependent upon the Company’s continuing ability to finance expenditures and achieve profitable operations. The Company continues to evaluate other funding sources such as debt, joint ventures, non-core asset divestitures, strategic partnerships and project financing to finance its growth.

    WYOMING SHEEP MOUNTAIN PROJECT

    Overview and History

    The Sheep Mountain Project was acquired on February 29, 2012, as a result of the merger transaction between EFI and Titan (see p.2). Titan acquired the Sheep Mountain property in two transactions in 2009. A 50% working interest was acquired from Uranium Power Corp. (“UPC”) on July 31, 2009. The remaining 50% was owned by Uranium One which was UPC’s joint venture partner for the property. On October 1, 2009, Titan acquired Uranium One’s 50% working interest in the property, giving Titan 100% interest.

    The Sheep Mountain Project is located 8 miles south of Jeffrey City, Wyoming within the Wyoming Basin physiographic province at the northern edge of the Great Divide Basin in central Wyoming. The mineral properties are comprised of 179 unpatented mining claims on land administered by the BLM, approximately 640 acres of State of Wyoming leases and approximately 630 acres of private lease lands. The combination of land holdings comprises approximately 4,475 acres and gives Titan mineral rights to resources as defined in the Congo Pit and the Sheep Underground mine areas.

    The Sheep Mountain mine was operated as an underground and open pit mine at various times in the 1970’s and 1980’s. 5,063,813 tons of ore was mined and milled, yielding 17,385,116 pounds of uranium at an average grade of 0.17% eU 3 O 8 . Mining was suspended in 1988 and the mine has been in care and maintenance since that time.

    Drilling

    In May and June, 2010 a 62-hole drill program was conducted to better define the limits of the Congo Open Pit. Of the 62 holes completed, all but 8 exceeded the grade-thickness cut-off of 0.10 ft% eU 3 O 8 used in the 2010 PFS. Twenty-five of the holes intersected mineralization in excess of 1.0 ft% eU 3 O 8 . Severalhigh-grade intersections were encountered outside of the preliminary open pit limits.

    In April 2011 Titan acquired the Sheep North property, immediately adjacent to its Sheep Mountain mine project, by staking 33 lode mining claims. A summer drilling program was completed for a total of 73 holes for 20,162 feet. The drilling is located in the area of the proposed Congo Open Pit, designed to better define the ultimate pit limits for detailed mine design.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 8

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Drilling (continued)

    Highlights of the drilling to date include:

    All drill holes are collared vertically. The drilling contractors are Deckert Drilling of Casper Wyoming, and Fay Drilling of Gillette, Wyoming. The logging contractor is Hawkins CBM Logging of Cody, Wyoming. Equivalent uranium grades (eU 3 O 8 ) were estimated by the logging contractor using industry standard equipment which is regularly calibrated in the US Department of Energy test pits in Grand Junction, Colorado.

    Feasibility and Resource Studies

    On March 1, 2012, EFI announced the results of the 2012 PFS for the Sheep Mountain Project which increased the Probable Mineral Reserve to 18.4 million lbs. U 3 O 8 (7.5 million tons at an average grade of 0.123% eU 3 O 8 ). Total Indicated Resource is 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 . Under the 2012 PFS, the Base Plan design provides for concurrent development of both the underground and open pit deposits. The Base Plan generates a pre-tax IRR of 42%, with a NPV of $201 million at a 7% discount rate, and a NPV of $146 million at a 10% discount rate. Initial CAPEX is $109 million.

    EFI is considering a Modified Plan which would require a much reduced initial capital investment of $61 million. The Modified Plan initially develops the open pit only, and delays producing the underground deposit until the 5th year of operations. The Modified Plan would generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate.

    Highlights of the 2012 PFS Base Plan include:

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 9

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Feasibility and Resource Studies (continued)

    Estimated pre-tax payback period: 3 years, at a discount rate of 5%, as compared to the originally reported 5 years at the same discount rate.

    Pre-tax NPV and IRR sensitivities are as follows:

    Base Plan - Open Pit and Underground  
    Selling Price (USD/pound) -- $60.00 $65.00 $70.00
    Pre- tax NPV @ 5% discount rate -- $202 MM $249 MM $296 MM
    Pre- tax NPV @ 7% discount rate -- $161 MM $201 MM $240 MM
    Pre- tax NPV @ 10% discount rate -- $115 MM $146 MM $176 MM
    Pre - Tax IRR -- 36% 42% 48%

    In summary, the primary changes in the 2012 PFS that improve economics are:

    The 2012 PFS was prepared by a group of consultants led by BRS Inc., an independent engineering consulting firm based in Riverton, Wyoming, in collaboration with Western States Mining Consultants and Lyntek Inc. This group also prepared the 2010 PFS. The 2012 PFS was filed on SEDAR on April 13, 2012.

    Permitting

    In June 2010, Titan commenced baseline environmental studies to support an application to the NRC for a Source Material and By-product Material License. Work was also initiated on a revision to the existing WDEQ Mine Permit as well as a PO for the BLM. Baseline studies include wildlife and vegetation surveys, air quality and meteorological monitoring, ground and surface water monitoring, radiological monitoring, and cultural resource surveys.

    Submission of the PO to the BLM was made in June 2011. The PO has been accepted as complete by BLM, and preparation of an Environmental Impact Statement is underway, with completion anticipated for early to mid-2013.

    In October 2011, Titan submitted a draft revision to its existing Mine Permit 381C to WDEQ. WDEQ then provided Titan with review comments as part of its “courtesy review”. The permit revision, which will be resubmitted in mid-2012, will include expansion of surface and underground mining operations, as well as the addition of the uranium recovery facility.

    Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is at an advanced stage of development. This license will allow Titan to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The draft application to NRC for a Source Material license was reviewed in detail by the NRC in October 2011. The NRC audit report identified areas where additional information is to be provided. Titan anticipates the final application will be submitted in mid-2012. The review and approval process for this license by the NRC is anticipated to take approximately 24 months.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 10

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Permitting (continued)

    Further details on Titan’s Sheep Mountain Project may be obtained in technical reports filed under Titan’s profile on www.sedar.com , and on the Company’s web site www.energyfuels.com .

    After the close of the acquisition of Titan on February 29, 2012, the Company continued Titan’s environmental and permitting activities. For the month of March, $36,000 in expenditures were incurred at the Sheep Mountain Project, comprised of consulting costs for finalization of the 2012 PFS and for environmental and permitting projects.

    PROPOSED ACQUISITION OF THE U.S. MINING DIVISION OF DENISON MINES CORP.

    On April 16, 2012, the Company and Denison Mines Corp. (TSX:DML) entered into a Letter Agreement whereby EFI agreed to acquire all of Denison’s mining assets and operations located in the United States. Under the proposed Transaction: (a) Energy Fuels will acquire, either directly or through a wholly-owned subsidiary, (i) all of the issued and outstanding shares of Denison Mines Holdings Corp. DMHC and White Canyon Uranium Ltd., and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DHMC, White Canyon or any direct or indirect subsidiary of DMHC), and will issue to Denison in consideration for the Acquired Shares and the Acquired Debt, 425,441,494 common shares of Energy Fuels (the “EFI Share Consideration”); and (b) either concurrently with or immediately after the issuance of the EFI Share Consideration to Denison, Denison will complete the Denison Arrangement under the Business Corporations Act (Ontario) (“OBCA”), pursuant to which it will complete a reorganization of its capital and will distribute the EFI Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization. Upon completion of the Denison Arrangement, Denison shareholders will receive approximately 1.106 common shares of EFI for each common share of Denison owned and will in aggregate own approximately 66.5% of the issued and outstanding common shares of EFI.

    Denison, through DMHC and White Canyon, holds mineral properties located in Colorado, Utah, and Arizona, including four (4) currently producing mines. In addition, Denison owns and operates the White Mesa Mill, located near Blanding, Utah. This 2,000 ton per day facility is the only operating conventional uranium mill in the United States.

    EFI and Denison believe that the Transaction provides a number of substantial benefits for the shareholders of both companies, including the following:

  •  
  • Creation of the largest 100% pure-play uranium producer and one of the largest holders of National Instrument 43-101 (“NI 43-101”) compliant U.S. based uranium resources;

  •  
  • 2012 production forecasts totalling greater than 25% of total U.S. estimated production.

  •  
  • Measured and Indicated Resources of 49.8 million lbs. of U 3 O 8 , plus Inferred Resources of 17.9 million lbs. of U 3 O 8 .

  •  
  • U.S. focus provides compelling fundamentals: domestic consumption of 55 million lbs. U 3 O 8 per year vs. domestic production of only 4 million lbs. of U 3 O 8 per year;

  •  
  • Clear operational synergies and capital efficiencies to increase production;

  •  
  • Combination of mining and development assets which will accelerate the rate of development of EFI mines, provide higher throughput of mill feed, and extend the number of years of production at the White Mesa Mill;


     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 11

    PROPOSED ACQUISITION OF THE U.S. MINING DIVISION OF DENISON MINES CORP. (continued)

    Upon the completion of the Transaction, two additional directors, as agreed between Denison and Energy Fuels, shall be appointed to the board of directors of Energy Fuels. The Letter Agreement contains customary deal protection mechanisms, including a reciprocal break fee of Cdn$3.0 million payable in certain circumstances, non-solicitation provisions and a right to match any superior proposal.

    The execution of the Arrangement Agreement is subject to the following conditions:

    a)

    Korea Electric Power Corporation (“KEPCO”) shall have waived its right of first opportunity provided for in the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO, and a subsidiary of KEPCO, or the 30-day period for exercising such right shall have expired without KEPCO exercising such right;

    b)

    the entering into of support agreements with all directors and officers of Denison, who own shares of Denison, and Zebra Holdings and Investments S.a.r.1. and Lorito Holdings S.a.r.1.;

    c)

    the entering into of support agreements with all directors and officers of Energy Fuels, who own shares of Energy Fuels, and with the three largest shareholders of Energy Fuels;

    d)

    the prior approval by the boards of directors of each of Denison and Energy Fuels; and

    e)

    there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the U.S. mining division and of the Energy Fuels group taken as a whole.

    The three largest shareholders of Energy Fuels, Dundee Resources Ltd., Pinetree Capital Ltd. and Mega Uranium Ltd., which collectively own approximately 22.7% of Energy Fuels’ outstanding common shares, have indicated their willingness to enter into support agreements in respect of the Transaction. Zebra Holdings and Investments S.a.r.1 and Lorito Holdings S.a.r.1., which combined are one of the largest shareholders of Denison, owning approximately 9.9% of Denison’s outstanding common shares, have also indicated their willingness to enter into support agreements in respect of the Transaction.

    At its shareholder meeting to approve the Transaction, Energy Fuels also expects to seek shareholder approval to implement a 10-for-1 consolidation of its common shares.

    Following execution of the Arrangement Agreement, it is anticipated that completion of the Transaction will be subject to the following additional conditions:

    a)

    approval of the Denison Arrangement by Denison shareholders;

    b)

    approval of the issuance of the EFI Share Consideration as part of the Transaction by Energy Fuels shareholders;

    c)

    court approval of the Denison Arrangement;

    d)

    receipt of third party approvals and consents; and

    e)

    receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange.


     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 12

    PROPOSED ACQUISITION OF THE U.S. MINING DIVISION OF DENISON MINES CORP. (continued)

    Denison's U.S. Mining Division

    All of Denison's U.S. assets are held directly or indirectly through its wholly-owned subsidiary Denison Mines Holdings Corp. DMHC holds its uranium mining and milling assets through subsidiaries, as follows:

    a)

    the White Mesa Mill, a 2,000-ton per day uranium and vanadium processing plant near Blanding, Utah through Denison White Mesa LLC;

    b)

    the Colorado Plateau mines, straddling the Colorado and Utah border, through Denison Colorado Plateau LLC;

    c)

    the Daneros uranium mine in the White Canyon district of southeastern Utah, and other exploration properties through Utah Energy Corporation;

    d)

    the Arizona Strip properties through Denison Arizona Strip LLC;

    e)

    the Henry Mountains uranium complex in southern Utah and other exploration properties through Denison Henry Mountains LLC;

    f)

    miscellaneous properties through Denison Properties LLC; and

    g)

    All of the U.S. properties are operated by Denison Mines (USA) Corp., a wholly-owned subsidiary of DMHC.

    Denison's White Mesa Mill in Utah is the only conventional uranium mill currently operating in the U.S. It is fully licensed and permitted to process 2,000 tons per day, producing up to 8 million lbs. of uranium per year. A vanadium co-product recovery circuit allows for the processing of vanadium ore within the Colorado Plateau mines and its central location allows for hauling of uranium ore from Arizona, Utah, Colorado, and New Mexico.

    The Arizona Strip has higher grade resources from breccia pipes. The Arizona 1 mine is currently producing, with a track-record of resource replacement. A second mine (Pinenut) is expected to open in 2012. Shaft sinking is expected to begin at the Canyon mine in the fourth quarter 2012, pending regulatory approval, and the EZ1 & EZ2 properties are progressing through permitting.

    The Henry Mountains Complex in Utah consists of the Bullfrog and Tony M deposits and represents Denison's largest resource in the U.S. (12.8 million lbs. Indicated Resources, 8.1 million lbs. Inferred Resources). Currently the complex is on care and maintenance. It was fully permitted in September 2007 and has excellent infrastructure, access, and is production ready. Haulage to the mill is along County and State highways.

    The technical information in this document regarding the Henry Mountains Complex was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from the technical reports prepared for Denison titled "Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex, Utah, USA" dated March 19, 2009, and "Technical Report on the Henry Mountains

    Complex Uranium Project, Utah, U.S.A." dated October 17, 2006, which are filed on Denison's SEDAR profile and are available for viewing at www.sedar.com .

    COLORADO PLATEAU PIÑON RIDGE MILL PROJECT

    On January 5, 2011, Energy Fuels was granted conditional approval by the CDPHE for a Radioactive Materials License for the 500 ton per day Piñon Ridge Mill facility to be constructed twelve (12) miles west of Naturita, Colorado in western Montrose County. On March 7, 2011, the CDPHE issued the Company a final License. The approval of the License by CDPHE was a highly significant milestone for Energy Fuels to achieve, allowing the Company to build and operate the Piñon Ridge Mill, the first conventional uranium mill to be constructed in the U.S. in over 30 years. The only remaining primary permit for the Mill is an air quality permit from the

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 13

    COLORADO PLATEAU PIÑON RIDGE MILL PROJECT (continued)

    Colorado Air Pollution Control Division (“CAPCD”). The decision on this permit is half of calendar of 2012.

    The significant terms and conditions of the License are as follows:

    Authorized Radioactive Material and Uses:

    Pre-Construction:

    Financial Assurance:

  •  
  • Shall comply with the financial assurance requirements of both Part 3, Sections 3.9.5, 3.9.6, and Part 18 of the Colorado Radiation Control Act, Title 25, Article 11, Colorado Revised Statutes and the State of Colorado Rules and Regulations Pertaining to Radiation Control as follows:

    o

    CDPHE approved financial warranty for decommissioning which shall remain in effect for the duration of the License in the amount of $11,070,890, payable in installments prior to Mill commissioning; the amount of the warranty shall be updated annually to reflect then- current costs for decommissioning.

      o A long-term care fund in the amount of $844,400 deposited with the state treasury at license issuance.
      o A CDPHE approved decommissioning funding plan.
      o Annual review of the financial assurance agreement and instruments for adequacy based on annual updated cost estimates.

    The Piñon Ridge Mill, when constructed, will create 85 direct jobs at the site paying $40,000 to $70,000 per year in an economically depressed region of Colorado, along with 230 new jobs to be created in mining, transportation, and support services. It will produce about 850,000 lbs. per year of yellowcake, enough to provide the annual fuel requirement for 2,000 megawatts of power which would annually supply a city 1½ times the size of the Denver, Colorado metropolitan area. Additionally, the mill will produce about 3.7 million lbs. per year of vanadium pentoxide (“V 2 O 5 ”),a material used primarily as an alloying agent in steelmaking and finding new application as an electrolyte in high capacity batteries with potential use in storing large quantities of power generated by wind farms and solar generators in the renewable energy industry.

    On September 30, 2009 the Montrose County Board of County Commissioners (“MCBCC”) unanimously approved the Special Use Permit for the Piñon Ridge Mill. The Sheep Mountain Alliance (“SMA”), a nongovernmental organization group based in Telluride, Colorado then challenged the approval on October 30, 2009. On February 4, 2011, the state District Court in Montrose County, Colorado denied the legal challenge by SMA, and upheld the decision by the MCBOCC to approve the Special Use Permit. On March 18, 2011, SMA appealed the District Court’s decision to the Colorado Court of Appeals. On December 8, 2011, the Colorado Court of Appeals affirmed the District Court’s decision upholding the Permit. SMA did not request a rehearing of the case nor petition the Colorado Supreme Court. SMA has no further avenues to challenge the issuance of the Special Use Permit.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 14

    COLORADO PLATEAU PIÑON RIDGE MILL PROJECT (continued)

    On February 8, 2011, SMA filed a complaint in state District Court, City and County of Denver, Colorado, against CDPHE, naming the Company’s wholly-owned subsidiary, EFRC, as an indispensable party whose rights are directly affected by the disposition of the case. The complaint seeks to invalidate the issuance of the License to EFRC by CDPHE and alleges that the License was issued without compliance with the substantive and procedural requirements of Colorado Radiation Control Act and the federal Atomic Energy Act, both of which are implemented by the CDPHE. The Company believes that this lawsuit is without merit, and the state of Colorado and the Company have vigorously defended the License.

    On February 23, 2011, CDPHE filed a comprehensive Motion to Dismiss SMA’s lawsuit. On March 10, 2011, in support of CDPHE, the Company filed its own Motion to Dismiss SMA's lawsuit. On March 30, 2011, SMA amended their complaint based on the final License issued on March 7, 2011. On May 25, 2011, the two motions to dismiss the complaint were denied by the Denver District Court. On September 26, 2011, the Towns of Telluride and Ophir, Colorado, two resort communities about 55-miles from the Mill, filed a joint motion to intervene in the suit as additional plaintiffs. On November 7, 2011, the judge granted Telluride’s and Ophir’s motion. On December 12, 2011, the CDPHE certified the administrative record, thereby commencing a briefing schedule agreed to by the parties. On January 23, 2012, SMA, Telluride, and Ophir filed their Opening Briefs. On February 28, 2012, the CDPHE and EFRC filed their Answer Briefs. SMA, Telluride, and Ophir filed their Reply Briefs on March 26, 2012 (after being granted a 6-day filing extension). On April 6, 2012, the Company filed a Sur-Reply responding to certain new arguments made in the Reply Briefs. CDPHE joined the Company’s motion to file a Sur-Reply. At this time, the Company does not anticipate a trial. In addition, the parties may request oral argument. The Company anticipates a decision from the Court sometime during the 2 nd quarter of 2012.

    While determining the outcome of litigation is inherently challenging, the Company sees the following possible outcomes for this case:

    During the quarter ended March 31, 2012, the Company expended $260,000 for activities related to the mill licensing process. Since acquisition of the mill property and inception of the mill permitting process in July 2007, the Company has spent $13.2 million on the licensing process through March 31, 2012. These expenditures have been capitalized on the statement of financial position and are comprised of $1.3 million for property acquisition costs and $11.8 million for costs related to developing the data required for the License, including site and environmental baseline characterization data, facility design and construction engineering plans, and costs for obtaining other key permits such as the Special Use Permit from Montrose County and the air quality permits from the CAPCD.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 15

    COLORADO PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES

    Mine Development

    Whirl wind Mine

    The Whirlwind Mine is a fully-permitted mine that consists of 216 leased unpatented lode claims and a Utah State lease (approx. 4,700 acres) in Mesa County, Colorado and Grand County, Utah. The mine’s portal is located approximately four (4) miles southwest of Gateway, Colorado. The NI 43-101 indicated mineral resource at the Whirlwind Mine is 187,849 tons containing 1,095,422 lbs. U 3 O 8 (0.30%) and 3,598,438 lbs. V 2 O 5 (0.97%) and the NI 43-101 inferred mineral resource is 437,100 tons containing 2,000,000 lbs. U 3 O 8 (0.23%) and 6,472,000 lbs. V 2 O 5 (0.72%) .

    During the quarter ended March 31, 2011, the Company continued to perform environmental and permit compliance activities, safety inspections, and equipment and facilities maintenance. The Company incurred $77,000 in expenditures at the Whirlwind Mine, which was comprised of development/standby and permit compliance costs.

    The Whirlwind Mine is currently in a position to “turn-on” and can begin production within approximately 60 - 90 days of a decision to proceed. Such a decision will be based on the prevailing market conditions for uranium and vanadium and the Company’s ability to mill the resource, either at the Piñon Ridge Mill or through securing an acceptable alternative milling agreement. In addition, the requisite financing must be available to the Company before it can move the Whirlwind Mine into production.

    Further details on the Whirlwind Mine may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Energy Queen Mine

    The Energy Queen Mine is a fully-permitted mine located near the west end of the La Sal Mineral Belt, approximately three (3) miles west of the town of La Sal, Utah. It consists of 702 acres of leased land. The mine facilities include a steel head-frame, a 785-foot deep shaft, hoist, and other infrastructure constructed by prior owners. Bids for refurbishing the in-place facilities and cost estimates for materials and supplies have been obtained and developed for rehabilitating the Energy Queen Mine. The NI 43-101 measured mineral resource at the Energy Queen Mine is 136,870 tons containing 789,960 lbs. U 3 O 8 (0.29%) and 3,446,690 lbs. V 2 O 5 (1.26%), the indicated mineral resource is 86,820 tons containing 605,925 lbs. U 3 O 8 (0.35%) and 2,582,950 lbs. V 2 O 5 (1.49%) and the NI 43-101 inferred mineral resource is 67,780 tons containing 366,250 lbs. U 3 O 8 (0.27%) and 1,804,460 lbs. V 2 O 5 (1.33%) .

    During the quarter ended March 31, 2012, the Company continued to perform all environmental and permitting compliance activities, safety inspections, equipment and facilities maintenance, and security at the mine site. The Company expended $124,000 at the Energy Queen Mine, which was comprised of development/standby and permit compliance costs.

    Further details on the Energy Queen Mine may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Sage Plain Project

    In FY 2011 the Company, along with its Colorado Plateau Partners LLC (“CPP”) joint venture partner, Lynx-Royal (a subsidiary of Aldershot Resources Ltd., ALZ: TSX-V), acquired several close-spaced and contiguous properties in an area of south-eastern Utah and south-western Colorado known as the Sage Plain District. These properties are located in the southern extension of the Uravan Mineral Belt containing historic resources of sandstone-hosted uranium-vanadium deposits characterized by high vanadium to uranium ratios. The Sage Plain Project contains two historic producing mines, the Calliham Mine and the Sage Mine. The Company has now assembled sufficient contiguous historical resource acreage to begin permitting and developing these two mines. The Company anticipates submitting the permit applications and mine operating plans to Utah’s Division of Oil, Gas, and Mining by mid-2012.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 16

    COLORADO PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mine Development (continued)

    Sage Plain Project (continued)

    The Sage Plain Project is comprised of 5,635 acres, including approximately 1,680 acres of fee land (Calliham Lease acquired January 2011, Crain Lease acquired May 2011, and Skidmore Property acquired October 2011), about 2,013 acres of Utah State Lease land, and approximately 1,942 acres of unpatented mining claims on BLM land. All of these properties, with the exception of the Skidmore Property, are owned by CPP. The Skidmore Property is 100% owned by the Company. In addition, on March 23, 2012 the Company entered into an agreement with Umetco Minerals Corporation to acquire the portal of the Calliham Mine. This property is approximately 80-acres in size and includes the access from the public road to the mine. Closing on the portal property is anticipated to occur during the 2 nd quarter of 2012.

    In accordance with the terms of the CPP joint venture agreement, in October 2011 the Company proposed to assign the Skidmore Property to CPP. On November 23, 2011, Lynx-Royal declined the offer to participate. As a result, the development and production expenditures related to the Skidmore Property will be paid 100% by Energy Fuels, while the development and production expenditures related to the Calliham, Crain and Sage Leases will be borne by CPP. As the contractual operator of any mines developed by CPP, Energy Fuels will have the authority to direct all production from the Sage Plain Project as feed for the Piñon Ridge Mill.

    In total, the Sage Plain Project contains 642,971 tons of Measured and Indicated Mineral Resource with an in-place grade of 0.22% eU 3 O 8 and 1.39% V 2 O 5 (2,833,795 lbs. U 3 O 8 and 17,829,289 lbs. V 2 O 5 ). Additionally, Inferred Mineral Resources are estimated at 49,136 tons with an in-place grade of 0.184% eU 3 O 8 and 1.89% V 2 O 5 (181,275 lbs. U 3 O 8 and 1,854,034 lbs. V 2 O 5 ).

    Energy Fuels’ share of the combined Project Measured and Indicated Mineral Resources is 439,093 tons containing 1,975,704 lbs. U 3 O 8 (0.225% eU 3 O 8 )and 12,224,227 lbs. V 2 O 5 (1.39% V 2 O 5 ).Energy Fuels’ portion of Inferred Mineral Resources is 24,568 tons containing 90,638 lbs. U 3 O 8 (0.184% eU 3 O 8 )and 927,017 lbs. V 2 O 5 (1.89% V 2 O 5 ).

    CPP began permitting activities for the Sage Plain Project during the first quarter of 2012. During the quarter ended March 31, 2012, the Partnership expended $157,000 for permitting and development work on the Sage Plain Project.

    Further details on the Sage Plain Project may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    San Rafael Project and Green River South Properties

    In June of 2009, the Company acquired the San Rafael Project in a merger with Magnum Uranium Corp. The San Rafael Project is located in east central Emery County, Utah, and includes the Deep Gold and Down Yonder deposits originally explored by Conoco, Pioneer Uravan, Atlas Minerals, Union Carbide, and Energy Fuels Nuclear. On February 2, 2011, the Company announced the acquisition of the ten (10) Hollie claims from Titan Uranium Inc.

    According to the NI 43-101 Report for the San Rafael Uranium Project dated March 21, 2011 (filed on SEDAR), the San Rafael Property contains 758,050 tons of measured and indicated resource at grades of 0.225% eU 3 O 8 and 0.30% V 2 O 5 (3,404,600 lbs. U 3 O 8 and 4,595,600 lbs. V 2 O 5 ), plus 453,850 of tons inferred resource at grades of 0.205% eU 3 O 8 and 0.28% V 2 O 5 (1,859,600 lbs. U 3 O 8 and 2,510,600 lbs. V 2 O 5 ). The San Rafael Project is potentially within economic trucking distance of the Piñon Ridge Mill and represents a prospective source of resource to the Mill in the mid- to long-term.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 17

    COLORADO PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mineral Properties (continued)

    San Rafael Project and Green River South Properties (continued)

    Since the completion of the Titan acquisition, the Company obtained a majority joint venture interest in the Green River South property, adjacent to the San Rafael Project, also located in Emery County, Utah. The Green River South properties are held in a joint venture between Titan (70%) and Uranium Group, LLC (30%). The Green River South property contains significant historic uranium resources that are not yet NI 43-101 compliant. US Energy Corp. and Titan completed recent drilling to verify historic data. The Company anticipates filing a new Technical Report for the Greater San Rafael Project (including the Green River South properties).

    Further details on the San Rafael Project may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Mineral Properties

    The Company holds mineral properties in the Western U.S. and in Saskatchewan as follows:

              APPROX.  
    MINERAL PROPERTIES   CLAIMS     ACRES  
    COLORADO PLATEAU (1)   1,602     40,625  
    WYOMING   955     25,557  
    ARIZONA STRIP   170     3,400  
    OTHER U.S.   18     360  
    CANADA (2)   23     33,504  
    TOTAL -- MINERAL PROPERTIES   2,768     103,446  

    (1)

    Includes Whirlwind Mine, Energy Queen Mine, Sage Plain, and San Rafael properties discussed above.

       
    (2)

    Excludes Titan’s Canadian mineral properties which Titan sold to Mega Uranium on February 23, 2012 as discussed above.

    The Colorado Plateau

    As noted, the Company’s strategic plan is to become a fully-integrated U.S. uranium and vanadium producer, primarily from properties located in the western U.S. Mineral properties in Colorado are located primarily within the Uravan Mineral Belt. The Company’s Utah mineral properties are located in the Uravan Mineral Belt, the La Sal – Energy Queen District, the Moab District, and the San Rafael District. In the state of Arizona, the exploration activities are conducted by the Arizona Strip Partners LLC (“ASP”), a joint venture formed in June 2008 with Royal USA Inc. (“Royal”), a subsidiary of Aldershot Resources Ltd. of Vancouver, British Columbia (ALZ:TSX-V). ASP’s mineral properties are comprised of claims located solely in northern Arizona.

    During the quarter ended March 31, 2012, the Company’s investment in its Colorado Plateau mineral properties totalled $109,000, of which $77,000 was related to the Whirlwind Mine activities discussed above.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 18

    COLORADO PLATEAU MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mineral Properties (continued)

    The Colorado Plateau (continued)

    Net investment in the Utah properties totalled $273,000, of which $124,000 related to the Energy Queen Mine activities and $157,000 related to the Sage Plain Project. The Company also acquired properties in Green River, Utah as part of the Transaction totalling $140,000. Total net investment in the Colorado Plateau properties was $382,000. Net investment includes property holding costs, advance royalties, mine development costs, and exploration and evaluation expenses, less property write-downs for abandoned claims.

    Under the U.S. Department of Energy’s (“DOE”) Uranium Leasing Program (“ULP”), the Company leases seven (7) tracts and CPP leases one (1) tract, each of which contain highly prospective uranium and vanadium resources. On October 18, 2011, a federal judge ordered that the DOE conduct an Environmental Impact Statement of the program. The Environmental Impact Statement actually began in June 2011 and is anticipated to take approximately two (2) years. During those two years, no exploration, reclamation, or mine development may occur on the ULP properties. Neither Energy Fuels nor CPP has immediate plans to develop mines on these lease tracts, so the Court’s decision is not anticipated to have a material effect on the Company.

    The Arizona Strip

    In June 2011, the partners of ASP approved the FY 2012 (July 2011 – June 2012) budget with expenditures totalling $580,000. The expenditures are primarily for Time Domain Electromagnetic surveys and funding for four (4) drill holes on targets sited from the results of the seismic surveys. The funding for the FY 2012 budget will be provided by Royal for earn-in credit.

    Cash expenditures for the ASP during the Company’s quarter ended March 31, 2012 were $48,000. These expenditures were funded by Royal for their earn-in credit as required by the joint venture agreement. At March 31, 2012, Royal had funded $1,680,000 of their $1,900,000 earn-in obligation.

    On January 9, 2012, U.S. Interior Secretary Ken Salazar signed the Record of Decision prohibiting hard rock mining, including uranium mining, on 1,006,545 acres of land on the Arizona Strip for the next 20 years, including land in Mohave and Coconino Counties, Arizona. The withdrawal does not impact approved uranium mines and valid existing rights. The Bureau of Land Management anticipates that up to eleven (11) existing and proposed uranium mines and breccia pipes within the withdrawal area may still be developed. In addition, the withdrawal does not affect lands managed by the state of Arizona or private lands. The withdrawal affects approximately two-thirds of the claims held by ASP, including certain potentially high-value targets identified through a VTEM survey, satellite imagery, and detailed geologic mapping. The withdrawal does not impact other material properties and high-value targets of ASP on state lands or mining claims outside the withdrawal area to the south and west.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 19

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with the quarter ended March 31, 2012 are below. For prior quarters ending after October 1, 2010, the quarterly results have been restated to reflect accounting policies consistent with IFRS. Quarterly results for quarters ended before October 1, 2010 have been prepared in accordance with Canadian GAAP.

        Mar 31     Dec 31     Sept 30     June 30  
        2012     2011     2011     2011  
    $000, except per share data $     $     $     $    
    Net loss   (2,414 )   (590 )   (259 )   (2,338 )
    Basic & diluted net loss per share   (0.02 )   (0.00 )   (0.00 )   (0.02 )

        Mar 31     Dec 31     Sept 30     June 30  
        2011     2010     2010     2010  
    $000, except per share data $     $     $     $    
    Net loss   (301 )   (705 )   (1,685 )   (586 )
    Basic & diluted net loss per share   (0.00 )   (0.01 )   (0.02 )   (0.01 )

    RESULTS OF OPERATIONS

    Three Months Ended March 31, 2012 Compared with the Three Months Ended March 31, 2011

    For the quarter ended March 31, 2012 (the “Current Quarter”), the Company recorded a net loss (before comprehensive loss) of $2,400,000, an increase of $2,100,000 compared to $300,000 recorded in the prior year quarter ended March 31, 2011 (the “Prior Quarter”). This increase in the net loss was due to:

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 20

    RESULTS OF OPERATIONS (continued)

    Three Months Ended March 31, 2012 Compared with the Three Months Ended March 31, 2011 (continued)

    Six Months Ended March 31, 2012 Compared with the Six Months Ended March 31, 2011

    For the six months ended March 31, 2012, the Company recorded a net loss (before comprehensive loss) of $3,004,000, an increase of $1,998,000 compared to the net loss of $1,006,000 recorded for the six months ended March 31, 2011. This increase in the net loss was due to:

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 21

    Use of Net Proceeds from Equity Financing

    The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the equity financing net proceeds of C$10.1 million received from the issuance of 23,000,000 Common Shares on March 31, 2011 as compared to the actual expenses incurred to March 31, 2012.

    Use of Equity Financing Net Proceeds   Estimated Allocation     Actual Costs Incurred  
    (excluding General Working Capital)   of Net Proceeds     to March 31, 2012  
       Piñon Ridge Mill detailed engineering $  1,400,000   $  660,400  
       Piñon Ridge Mill financial warranty   1,375,000     802,500  
       Piñon Ridge Mill legal costs   500,000     547,400  
       Whirlwind Property-exploration drilling   300,000     154,600  
       Energy Queen-exploration drilling   250,000     112,100  
       Additional Colorado Plateau property acquisitions   2,250,000     1,139,300  
       Resource verification and expansion   950,000     273,400  
       Titan acquisition   -     1,480,000  
      $  7,025,000   $  5,169,700  

    LIQUIDITY AND CAPITAL RESOURCES

    The Company has financed its operations from inception primarily through the issuance of equity securities and currently has no sources of cash flow from operations. In order to finance its activities and working capital requirements, the Company will need to raise sufficient funding through share offerings, debt, from future profitable production or, alternatively, from the proceeds received from the disposition of the properties.

    On March 31, 2011, the Company completed a public offering for net proceeds of C$10,123,000, net of cash costs totalling C$1,377,000 . A total of 23,000,000 units were issued at a price of C$0.50 each, with each unit comprising one Common Share and one-half of a warrant (a “Warrant”). Each whole Warrant entitled the holder to purchase one Common Share at a price of C$0.65 per share until March 31, 2015. The proceeds are being used to continue advancing the Mill licensing and construction planning process, to maintain existing permits and facilities, for resource expansion on currently owned mineral properties and to continue evaluation and possible acquisition of additional mineral properties as part of the Company’s property consolidation strategy.

    The Company’s cash resources at March 31, 2012 were $2,135,000 and, in addition, the Company also has marketable securities valued at $3,100,000. Budgeted cash expenditures for the six months remaining in fiscal year 2012 will range from $3.0 - $3.5 million, which will fund property holding costs; fulfill property work commitments; maintain the current management group; fund environmental and permitting requirements for the Sheep Mountain Project; pay legacy trade payables assumed with the acquisition of Titan, fund permit compliance requirements for the Whirlwind and Energy Queen Mines; fund the Mill license review process; fund investor relations activities and allow the Company to continue the evaluation of consolidation opportunities and continue evaluating capital raise alternatives for long term financing of the construction of the Mill. At the Company’s current budgeted cash utilization rate of approximately $500,000 per month, the Company’s cash resources, will allow it to execute its business plan beyond fiscal year 2012.

    With the close of the Titan acquisition on February 29, 2012 and the proposed acquisition of the U.S. Mining Division of Denison Mines Corp., the Company is in the process of preparing a revised business plan that addresses working capital requirements and current and future capital project requirements for the combined entities. It is important to note that included in the assets acquired from Titan are 10,000,000

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 22

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    common shares of Mega, valued at $3,450,000 at the February 23, 2012 closing date of the sale of Titan’s Canadian mineral properties to Mega. As of March 31, 2012, these shares had a value of $3,100,000. These shares have a four-month sale restriction until June 2012.

    To support the combined business plan at the desired level of budgeted activities, the Company will seek additional outside financing. While the Company is evaluating several financing alternatives, there is no assurance that such financing can be obtained on acceptable terms. Accordingly, while the Company is conducting the financing process, the planned operating activities for both entities will be moderated to ensure that adequate working capital is available beyond calendar year 2012.

    Cash and Financial Condition

    As at March 31, 2012, the Company had cash resources, consisting of cash, deposits and short-term investments of $2,135,000, a decrease of $2,585,000 compared to the December 31, 2011 balance of $4,720,000.

    The Company’s working capital as at March 31, 2012 was $1,210,000 compared to working capital of $4,470,000 on December 31, 2011. This reduction of working capital of $3,260,000 was due to the combination of funding business operations in the amount of $1,660,000; cash used in investing activities of $950,000; increased accounts payable of $1,220,000; additional accounts payable and current liabilities of $3,025,000 (Titan transaction), loans and borrowings of $1,103,000 (Titan transaction), related party liabilities of $1,026,000 (Titan transaction), and acquired marketable securities of $3,446,000 (Titan transaction).

    During the Current Quarter, the Company used total cash resources of $2,610,000, which was comprised of $1,660,000 to fund operating activities (including payment of various liabilities assumed in the Titan transaction) and $950,000 to fund investing activities, for expenses related to the Mill licensing, mineral property expenditures, and Titan transaction costs.

    During the six months ended March 31, 2012, the Company used total cash resources of $4,890,000, which was comprised of $3,070,000 to fund operating activities (including payment of various liabilities assumed in Titan transaction), $1,690,000 to fund investing activities (expenses related to the Mill licensing, mineral property expenditures, and Titan transaction costs), and $130,000 in financing activities (for the repayment of debt).

    Operating Activities

    Operating activities used $1,660,000 of net cash resources during the Current Quarter, compared to cash provided from operations of $970,000 for the Prior Quarter. Excluding the net difference of non-cash items such as stock-based compensation and foreign exchange, the increase in net cash resources used for operating activities was due to an increase of general and administrative expenses and an increase of cash used by working capital sources.

    During the six months ended March 31, 2012, the Company used cash resources of $3,070,000 to fund its operating activities, which was comprised of the net loss for the period adjusted for non-cash items such as stock-based compensation, gain on sale of property, and for changes in working capital items. Significant changes in working capital items include an increase of accounts payable and accrued liabilities of $1,250,000, and increase activities used of net cash resources, compared to cash provided from operations of $660,000 for the prior six month period.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 23

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Investing Activities

    During the Current Quarter, the Company used $950,000 of cash resources, compared to $2,240,000 for the Prior Quarter, a decrease of $1,290,000. This decrease in cash used was due to reduced cash outlays for capital assets, Mill licensing activities, mineral property exploration and evaluation expenses, and regulatory cash bonding requirements.

    During the six months ended March 31, 2012, the Company used $1,690,000 of its cash resources to fund investing activities, compared to $3,870,000 in prior six month period, a decrease of $2,180,000. This decrease in cash used was due to reduced cash outlays for capital assets, Mill licensing activities, mineral property exploration and evaluation expenses, and regulatory cash bonding requirements.

    Financing Activities

    During the Current Quarter, financing activities were $nil, compared to the Prior Quarter when the Company received net proceeds of $10,640,000 from its public offering.

    During the six months ended March 31, 2012, the Company used $127,000 of its cash resources for the repayment of debt, compared to net cash received of $11,090,000 from its public offering and the exercise of stock options.

    Going Concern

    The condensed consolidated financial statements have been prepared using accounting polices applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Accordingly, the condensed consolidated financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    As typical of an exploration and evaluation stage company, the Company’s ability to continue as a going concern is dependent upon obtaining outside financing to fund its working capital and current and future capital project requirements. On March 31, 2011, the Company completed an equity financing issuing 23,000,000 shares of common stock at a price of C$0.50 per share, for gross proceeds of $11.8 million. The additional cash resources have allowed the Company to continue its mineral property consolidation activities in fiscal year 2012 and to continue evaluating capital raise alternatives for long-term financing of the construction of the Piñon Ridge Mill for which the Company has received the Radioactive Material License (“License”) from the Colorado Department of Public Health & Environment (“CDPHE”).

    With the Company’s continued focus on cost management, and assuming successful deferral of the decommissioning warranty prepayments required by the License (Note 6) until construction activities occur at the Piñon Ridge Mill site, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2012. Also see Note 15 of the Company’s March 31, 2012 financial statements for discussion of the impact on the Company’s business plan should a proposed acquisition of the U.S. assets and operations of a public production stage mining company successfully close on or about June 30, 2012. The Company’s ability to obtain additional project financing for its existing business plan and deferral of the decommissioning liability creates a material uncertainty which may cast significant doubt as to the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for the condensed consolidated financial statements then adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications would be necessary and these adjustments could be material.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 24

    Contractual Obligations

    The Company’s contractual obligations by fiscal year at March 31, 2012:

        2012     2013 - 2016     Thereafter     Total     Interest  
      $     $     $     $       Rates  
    Opera ting leas e obligations   41,028     27,352     -     68,380     n/a  
    Mill license bonding commitments (1)   2,898,260     6,798,730     -     9,696,990     n/a  
    Related Pa rty Loan         1,017,861     -     1,017,861     5%  
    Loa ns a nd borrowings   1,047,965     1,067,162     -     2,115,127     n/a  
    Mineral property commitments   534,065     3,271,545     4,690,285     8,495,895     n/a  
          Total   4,521,318     12,182,650     4,690,285     21,394,253        

    (1) Mill License Bonding Commitments

    The terms of the License issued to the Company by the CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Mill. To date, the Company has transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

    Three prepayments of the decommissioning warranty remain to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until mill construction can proceed. The revised timetable for submitting the remaining payments are September 7, 2012 ($2,898,260), March 1, 2013 ($6,401,920) and September 6, 2013 ($396,810). These scheduled installments are based on construction activities beginning in FY 2012. However, due to litigation activities related to the License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013.

    Under the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s statement of financial position and should be considered not available for general working capital purposes.

    The Company will continue to prudently evaluate its contractual obligations with respect to mineral properties as well as other associated commitments with an eye towards deferring those expenses which do not meet certain criteria. In addition, since the majority of the exploration commitments are optional, the Company could choose to mitigate or eliminate the obligation by opting out of the lease or claim.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to have the ability to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OFF BALANCE SHEET TRANSACTIONS

    The Company did not enter into any off balance sheet transactions during the Current Year, nor were there any such transactions in existence as at March 31, 2012.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 25

    RELATED PARTY TRANSACTIONS

    During the quarter ended March 31, 2012, Dundee Securities Ltd. served as the Company’s financial advisor for the Titan acquisition transaction which closed on February 29, 2012, earning fees of $710,000, of which $431,000 was paid with the issuance of 1,256,489 EFI common shares for the completion fee, and cash payments totaling $279,000 (advisory fees). The Company has also engaged Dundee Securities Ltd. as its financial advisor for the Denison Transaction. Dundee Securities Ltd. is a subsidiary of Dundee Corp., as is Dundee Resources Limited, which has a greater than 10% shareholding interest in EFI and has two board positions on EFI’s Board of Directors.

    At March 31, 2012, Titan has recorded debt in the amount of $1,017,861 payable to Pinetree Resource Partnership, representing principal and interest due on loan advances to Titan in December 2011 and January 2012. Pinetree Resources Partnership is an affiliate of Pinetree Capital Ltd., which has a greater than 5% shareholding interest in EFI and has three board positions on EFI’s Board of Directors.

    These transactions occurred in the normal course of operations and were measured at the exchange value.

    OUTSTANDING SHARE INFORMATION

    As at May 8, 2012, there were 214,336,818 common shares, 12,941,133 stock options and 28,036,881 warrants outstanding. All stock options and warrants are each exercisable for one common share.

    CHANGES IN ACCOUNTING POLICIES

    Statement of Compliance

    The Company’s second IFRS condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting , as issued by the International Accounting Standards Board (“IAS 34”) under International Financial Reporting Standards. The accounting policies have been selected to be consistent with IFRS as is expected to be effective as at and for the year ended September 30, 2012, the Company’s first annual IFRS reporting date. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

    The condensed consolidated financial statements for the three months ended December 31, 2011 contain certain incremental annual IFRS disclosures not included in the annual financial statements for the year ended September 31, 2011 prepared in accordance with Canadian GAAP. Accordingly, the condensed consolidated financial statements for the three and six months ended March 31, 2012 should be read in conjunction with the annual consolidated financial statements for the year ended September 30, 2011 prepared in accordance with Canadian GAAP, as well as the condensed consolidated financial statements for the three months ended December 31, 2011.

    The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. An explanation of how the transition to IFRS has affected the report financial position, financial results and the cash flows of the Company is provided in Note 16 to the condensed consolidated financial statements. This note includes reconciliations of equity and total comprehensive income for the comparative periods under Canadian GAAP to those reported under IFRS.

    The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual period that are relevant to these unaudited condensed consolidated interim financial statements will be finalized only when the first annual IFRS financial statements are prepared for the year ending September 30, 2012.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 26

    CHANGES IN ACCOUNTING POLICIES (continued)

    Available - for - sale financial assets

    The Company's investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale monetary items, are recognized directly in other comprehensive (loss) income. When an investment is derecognized, the cumulative gain or loss in equity is transferred to profit or loss.

    Estimates

    The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

    In preparing these condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the condensed consolidated financial statements for the three months ended December 31, 2011.

    Future Accounting Changes

    IFRS 7 Financial instruments - Disclosures

    In October 2010, the IASB amended IFRS 7 Financial instruments Disclosures (‘‘IFRS 7’’) to provide guidance on identifying transfers of financial assets and continuing involvement in transferred assets for disclosure purposes. The amendments introduce new disclosure requirements for transfers of financial assets including disclosures for financial assets that are not derecognized in their entirety, and for financial assets that are derecognized in their entirety but for which continuing involvement is retained. The amendments to IFRS 7 are effective for annual periods beginning on or after July 1, 2011. The Company has not yet assessed the impact of the standard.

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 11 Joint Arrangements

    In May 2011, the IASB issued IFRS 11 Joint Arrangements , which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 27

    CHANGES IN ACCOUNTING POLICIES (continued)

    Future Accounting Changes (continued)

    IFRS 11 Joint Arrangements (continued)

    consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    The relevant points of IFRS 13 are as follows:

    - Fair value is measured using the price in a principal market for the asset or liability, or in the absence of a principal market, the most advantageous market; 
    - Financial assets and liabilities with offsetting positions in market risks or counterparty credit risks can be measured on the basis of an entity’s net risk exposure; 
    - Disclosures regarding the fair value hierarchy have been moved from IFRS 7 to IFRS 13, and further guidance has been added to the determination of classes of assets and liabilities; 
    - A quantitative sensitivity analysis must be provided for financial instruments measured at fair value; 
    - A narrative must be provided discussing the sensitivity of fair value measurements categorized under Level 3 of the fair value hierarchy to significant unobservable inputs; and 
    - Information must be provided on an entity’s valuation processes for fair value measurements categorized under Level 3 of the fair value hierarchy.

    IAS 1 Presentation of Financial Statements

    In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 28

    CHANGES IN ACCOUNTING POLICIES (continued)

    Future Accounting Changes (continued)

    IAS 19 Employee Benefits

    IAS 19 Employee Benefits (“IAS 19”) was amended by the IASB in June 2011, which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IAS 19, the option to defer the recognition of gains and losses arising in a defined benefit plan is eliminated, to require gains and losses relating to those plans be presented in other comprehensive income, and improve the disclosure requirements concerning the characteristics of defined benefit plans and the risks arising from those plans. In addition, the amended standard also incorporates changes to the accounting for termination benefits. The Company has determined the amendment would have no impact.

    IAS 32 Financial Instruments: Presentation

    Amendments to IAS 32, Financial Instruments: Presentation, clarifies that an entity currently has a legally enforceable right to set-off financial assets and liabilities if that right is: not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The amendments to IAS 32 are to be applied retrospectively. The Company intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning October 1, 2014. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

    MANAGEMENT OF CAPITAL

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

    The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of cash and cash equivalents, common shares and stock options. Changes in the equity accounts of the Company are disclosed in Note 11 of the interim financial statements. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares. The Company will require access to equity and credit markets to fund continued exploration and development of its mineral properties and the future growth of the business. The Company is not subject to externally imposed capital requirements. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

    The Company is required by regulatory agencies to provide surety bonds of $4,582,987 to cover the estimated reclamation costs for exploration and development, the mine closure obligations at the Whirlwind mine, the Energy Queen mine, the Sheep Mountain property, and for the Piñon Ridge Mill decommissioning warranty obligation.

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 29

    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

    (a) Fair value hierarchy:

    Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

    Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.
    Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
    Level 3 – Reflects inputs that are not based on observable market data.

    The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as of March 31, 2012:

        Level 1     Level 2     Level 3     Total  
    Cash and cash equivalents:                        
       Cash $  1,323,781   $  -   $                -   $  1,323,781  
       Cash equivalents   811,377     -     -     811,377  
    Marketable securities   3,102,793     -     -     3,102,793  
      $  5,237,951   $  -   $               -   $  5,237,951  

    (b) Credit Risk:

    The Company restricts investment of cash balances to financial institutions with high credit standing. To date, these concentrations of credit risk have not had any effect on the Company’s financial position or results of operations.

    (c) Liquidity Risk:

    Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 7. The Company has $1,212,000 of working capital as at March 31, 2012 (December 31, 2011 - $4,466,000). Accounts payable and accrued liabilities and current portion of notes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in Notes 5 and 10 of the interim financial statements.

    (d) Foreign Currency Risk:

    The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

    The following table summarizes, in USD equivalents, the Company’s major foreign currency exposures as of March 31, 2012:

    Cash $ 577,379  
    Accounts receivable   251,969  
    Accounts payable and accrued liabilities   3,029,195  
    Capital lease obligations   -  
       Total $ 3,858,543  

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 30

    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

    (d) Foreign Currency Risk (continued)

    The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at March 31, 2012 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

    Change for Sensitivity Increase (Decrease) in
    Analysis Net Income
    +1% change in U.S. dollar $38,585
    -1% change in U.S. dollar ($38,585)

    (e) Interest rate risk:

    The Company is not exposed to any significant interest rate risks.

    RISK FACTORS

    A number of factors could cause actual results to differ materially from the results discussed in this management’s discussion and analysis (MD&A), including, but not limited to, fluctuation in the spot prices of uranium and/or vanadium, risks associated with the exploration, development and operation of uranium and vanadium properties, costs associated with bringing any of the Company’s properties into production or with the milling of ores produced from the Company’s properties, the reliability of any resource estimates obtained by the Company, environmental risks, foreign exchange rates, competition, the Company’s ability to manage operations and execute strategies, the Company’s ability to secure adequate financing, and government regulation of uranium exploration, production and sales, including the export of uranium.

    Energy Fuels is dependent upon the services of its existing personnel and its continued development will be dependent on its capacity to attract and retain qualified key personnel at all levels of the Company. The Company will need to raise additional funds to support its operations and to further develop its properties. The future of Energy Fuel’s liquidity and capital requirements is dependent upon numerous factors, including market conditions, competition and the market price of uranium. Energy Fuels may be required to raise additional funds through public or private financing, strategic relationships or other arrangements. There can be no assurance that such additional funding, if needed, will be available on terms attractive to Energy Fuels, or at all. Furthermore, such additional equity funding may be dilutive to existing shareholders, and debt financing, if available, may involve restrictive covenants. If adequate funds are not available on acceptable terms, this could have a material adverse effect on the Company’s business, financial condition and operating results.

    Exploration for and development of mineral properties involves significant financial risks, that even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of an ore body may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling, constructing mining and process facilities at a site, developing metallurgical processes and extracting uranium and other metals from ore.

    Resource estimates quoted herein are based on prior data and reports obtained and prepared by previous operators, as well as on NI 43-101 compliant technical reports completed by Landy A. Stinnett, PE, of FGM Consulting Group, Douglas C. Peters, CPG, of Peters Geosciences, O. Jay Gatten of North American

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 31

    RISK FACTORS (continued)

    Exploration, Inc, M. Hassan Alief of Alinco GeoServices, and Doug Beahm of BRS Engineering. These technical reports were referred to above with respect to the Company’s Whirlwind Mine, Energy Queen Mine, Willhunt, Farmer Girl, Sage Plain Project, San Rafael Project and the Sheep Mountain Project. With regard to all other remaining properties, the Company is not treating the mineral resource estimates as NI 43-101 defined resources verified by a Qualified Person at this time.

    DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

    The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the issuer. They are assisted in this responsibility by the Management team. The Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at March 31, 2012, have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiary would have been known to them.

    During the Current Year, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

    CORPORATE GOVERNANCE POLICIES

    The disclosure required pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices has been made by the Company in its Management Information Circular dated January 10, 2012, which was distributed to shareholders and filed on SEDAR for internet access for public viewing.

    OUTLOOK

    The Company’s long-term objective is to bring uranium and vanadium properties into profitable production by acquiring and refurbishing previously producing mines in the western United States. To complement this objective, the Company has acquired approximately 880 acres to build a uranium and vanadium processing facility west of Naturita, Colorado and adjacent to a US Department of Energy site in the Paradox Valley. Construction and operation of the mill will secure long-term access to processing facilities and minimize any reliance on third party ore processing mills.

    With the closing of the Titan merger transaction on February 29, 2012 (see p.2), the Company now controls 100% of the Sheep Mountain Project located approximately 8 miles south of Jeffrey City, Wyoming. The Company believes the Sheep Mountain Project provides a number of significant benefits including increased scale and market presence in the uranium sector; substantial NI 43-101 compliant resource (38.7 million pounds U 3 O 8 Measured + Indicated, 4.4 million lbs. U 3 O 8 Inferred); enhanced near-term production profile on parallel paths in two mining districts; focus on U.S. production with low political risk; and creation of a strong platform for continued uranium consolidation within the U.S.

    A successful close of the Denison Transaction would achieve the Company’s goal of near-term production capability. The Company remains committed to its strategic plan relative to obtaining full permits for the Piñon Ridge Mill project and the Sheep Mountain Project. These projects continue to play an important role in the Company’s longer term objective of establishing diversely located production centers to service anticipated market demands.

    While management believes the long-term outlook remains favourable, the economic uncertainty and financial market volatility that is currently impacting the financial condition, liquidity and future prospects of the Company cannot be ignored. The Company will continue to look for opportunities to reduce costs and

     
    MD&A – QUARTER ENDED March 31, 2012



    ENERGY FUELS INC. 32

    OUTLOOK (continued)

    defer projects that do not offer immediate return on investment. The Company’s ability to continue as a going concern is dependent upon its ability to finance its current and future operations and future acquisition costs. Although the Company has been successful in raising funds to date, there is significant doubt that adequate funding will be available in the future, or available under terms acceptable to the Company.

    Absent additional financing, the Company believes it has sufficient funds to carry out its business plan beyond its fiscal year 2012. In order to accomplish planned exploration and development, pay for administrative costs, pay for costs associated with the Radioactive Material License and fund mill construction expenditures beyond this timeframe, the Company will pursue long-term financing prior to the end of FY 2012.

    CAUTIONARY STATEMENT ON FORWARD - LOOKING INFORMATION AND STATEMENTS

    Certain information in this MD&A contains management’s assessment of the Company’s future plans and may constitute ‘‘forward-looking information’’ under applicable securities laws. Such information may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, achievements, or opportunities expressed or implied by such forward-looking information. This forward-looking information includes estimates, forecasts and statements as to management’s and others’ expectations with respect to, among other things, exploration, development and production strategies and the outlook for the Company and the uranium exploration and mining industry. When used in this MD&A, such information uses words such as ‘‘may’’, ‘‘will’’, ‘‘estimate’’, ‘‘expect’’, “anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘plan’’, ‘‘could’’ and other similar terminology. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this MD&A.

    Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors discussed under ‘‘Risk Factors’’. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, the Company cannot assure that actual results will be consistent with this forward-looking information. This forward-looking information is made as of the date of this MD&A, and the Company assumes no obligation to update or revise it to reflect new events or circumstances except as required by law. Forward-looking information and statements for time periods subsequent to fiscal 2011 involve greater risks and require longer-term assumptions and estimates than those made prior, and are consequently subject to greater uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such long-term forward-looking information and statements.

     
    MD&A – QUARTER ENDED March 31, 2012



    Exhibit 99.35


    Condensed Consolidated Interim Financial Statements
    (Unaudited)

    Expressed in U.S. Dollars
    Three and Six Months Ended March 31, 2012



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in U.S. Dollars)

        March 31, 2012     September 30, 2011  
    ASSETS            

    Current assets

               

           Cash and cash equivalents

    $  2,135,158   $  6,954,646  

           Marketable securities (Note 7)

      3,102,793     -  

           Prepaid expenses and other assets

      898,942     681,728  

           Deferred Denison Mines transaction costs (Note 15)

      35,552     -  

     

      6,172,445     7,636,374  

    Non-current

               

           Property, plant and equipment (Note 4)

      13,461,805     13,035,102  

           Exploration and evaluation costs (Note 5)

      56,669,536     20,257,050  

           Restricted cash (Note 8)

      4,582,987     2,563,974  

     

    $  80,886,773   $  43,492,500  

     

               

    LIABILITIES & SHAREHOLDERS' EQUITY

               

     

               

    Current liabilities

               

           Accounts payable and accrued liabilities

    $  2,576,090   $  834,100  

           Current portion of decommissioning liability (Note 8)

      58,771     13,451  

           Due to related parties (Note 9, 10)

      1,017,861     -  

           Current portion of loans and borrowings (Note 9)

      1,308,145     -  

     

      4,960,867     847,551  

    Non-current

               

           Long-term decommissioning liability (Note 8)

      1,660,918     452,301  

           Long-term loans and borrowings (Note 9)

      622,261     -  

     

      7,244,046     1,299,852  

    Shareholders' equity

               

           Capital stock

      92,046,632     59,488,437  

           Contributed surplus (Note 11)

      15,683,307     14,235,428  

           Share purchase warrants (Note 11)

      4,836,119     4,295,266  

           Deficit

      (37,579,106 )   (34,575,045 )

           Accumulated other comprehensive loss

      (1,344,225 )   (1,251,438 )

     

      73,642,727     42,192,648  

     

    $  80,886,773   $  43,492,500  

     

               

    Additional footnote references

               

    Basis of presentation and going concern (Note 1)

               

    Commitments (Note 6, 9 and 13)

               

    Subsequent event (Note 15)

               

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Bruce D. Hanson , Director

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

    2



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Comprehensive Income (Loss)
    (Unaudited)
    (Expressed in U.S. Dollars)

        Three Months Ended     Six Months Ended  
        March 31,     March 31,  
        2012     2011     2012     2011  
                             

    EXPENSES

                           

    Administrative

    $  143,019   $  170,602   $  224,181   $  276,100  

    Consulting

      115,412     61,432     182,161     117,461  

    Depreciation

      14,722     18,735     32,904     37,110  

    Foreign exchange (gain) loss

      20,333     (468,220 )   171,503     (333,705 )

    Insurance

      56,211     21,241     102,329     42,709  

    Interest expense

      22,823     87     38,510     133  

    Professional fees

      174,215     128,968     303,488     198,194  

    Salaries and other benefits

      395,999     238,416     695,659     435,144  

    Shareholder relations

      234,728     119,954     335,454     174,545  

    Stock-based compensation

      1,237,916     8,783     1,248,949     74,674  

     

      (2,415,378 )   (299,998 )   (3,335,138 )   (1,022,365 )

    OTHER

                           

    Finance income

      2,907     1,057     7,246     1,899  

    Other income (loss)

      (1,253 )   (2,433 )   (275 )   14,564  

    Reversal of impairment

      -     -     324,106     -  

    NET LOSS FOR THE PERIOD

      (2,413,724 )   (301,374 )   (3,004,061 )   (1,005,902 )

     

                           

    Unrealized loss on marketable securities

      (343,386 )   -     (343,386 )   -  

    Foreign currency translation reserve

      78,242     812,794     250,599     1,692,522  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (2,678,868 ) $  511,420   $  (3,096,848 ) $  686,620  

     

                           

    LOSS PER COMMON SHARE - BASIC AND DILUTED

      ($0.02 )   ($0.00 )   ($0.02 )   ($0.01 )

     

                           

    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

      154,749,743     100,289,071     139,205,247     98,713,344  

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

    3



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in U.S. Dollars)

        Capital Stock                       Accumulated        
                                      Other     Total  
                    Contributed     Share Purchase           Comprehensive     Shareholders'  
        Common Shares     Amount     Surplus     Warrants     Deficit     Income     Equity  
                                               

    Balance as at October 1, 2010

      97,188,999   $  50,431,482   $  13,199,345   $  -   $  (31,007,773 ) $  -   $  32,623,054  

    Public offering

      23,000,000     11,833,500                             11,833,500  

    Warrants issued in connection with public offering

            (4,295,266 )         4,295,266                 -  

    Share issuance costs

            (1,837,771 )   426,439                       (1,411,332 )

    Stock options exercised

      1,482,700     889,124     (260,187 )                     628,937  

    Shares issued in consideration for advance royalty payments

      66,708     39,788                     39,788  

    Shares issued in consideration for property acquisitions

      2,110,962     2,222,938                             2,222,938  

    Stock-based compensation

                  73,880                       73,880  

    Foreign currency translation reserve

                                    1,692,522     1,692,522  

    Net loss for the period

                              (1,005,902 )         (1,005,902 )

    Balance as at March 31, 2011

      123,849,369   $  59,283,795   $  13,439,477   $  4,295,266   $  (32,013,675 ) $  1,692,522   $  46,697,385  

                                      Accumulated        
        Capital Stock                       Other        
                                      Comprehensive     Total  
                    Contributed     Share Purchase           Income     Shareholders'  
        Common Shares     Amount     Surplus     Warrants     Deficit     (Loss)     Equity  

    Balance as at September 30, 2011

      123,999,665   $  59,488,437   $  14,235,428   $  4,295,266   $  (34,575,045 ) $  (1,251,438 ) $  42,192,648  

    Shares issued for Titan Uranium asset purchase

      89,063,997     32,498,519                             32,498,519  

    Warrants issued in exchange for Titan Warrrants

                        540,853                 540,853  

    Shares issued for advisory fees

      1,256,489     430,772                             430,772  

    Stock-based compensation

                  1,447,879                       1,447,879  

    Treasury shares

      (1,046,067 )   (371,096 )                           (371,096 )

    Unrealized loss on marketable securities

                                    (343,386 )   (343,386 )

    Foreign currency translation reserve

                                    250,599     250,599  

    Net loss for the period

                              (3,004,061 )         (3,004,061 )

    Balance as at March 31, 2012

      213,274,084   $  92,046,632   $  15,683,307   $  4,836,119   $  (37,579,106 ) $  (1,344,225 ) $  73,642,727  

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

    4



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in U.S. Dollars)

     

      Three Months Ended     Six Months Ended  

     

      March 31,     March 31,  

     

      2012     2011     2012     2011  

     

                           

    OPERATING ACTIVITIES

                           

    Net loss for the period

    $  (2,413,724 ) $  (301,374 ) $  (3,004,061 ) $  (1,005,902 )

    Items not involving cash:

                           

       Depreciation

      14,722     18,735     32,904     37,110  

       Stock-based compensation

      1,237,916     8,847     1,248,949     74,674  

       Interest expense

      22,823     -     38,510     133  

       Finance income

      (2,907 )   (1,057 )   (7,246 )   (1,899 )

       Unrealized foreign currency translation

      36,400     525,180     187,443     1,032,552  

       Reversal of impairment

      -     -     (324,106 )   -  

    Net changes in non-cash working capital:

                           

       Prepaid expenses and other assets

      1,067,077     135,920     4,274     132,788  

       Accounts payable and accrued liabilities

      (1,624,339 )   579,542     (1,250,464 )   389,403  

    Interest received

      2,907     1,057     7,246     1,899  

     

      (1,659,125 )   966,850     (3,066,551 )   660,758  

     

                           

    INVESTING ACTIVITIES

                           

    Property, plant and equipment expenditures

      (143,439 )   (625,827 )   (418,682 )   (1,468,028 )

    Cash outlays for Denison Mines transaction costs

      (35,552 )   -     (35,552 )   -  

    Mineral property acquisitions and expenditures

      (443,740 )   (768,060 )   (1,060,838 )   (1,566,007 )

    Acquisition of Titan Uranium, net of cash acquired

      (317,918 )   -     (485,734 )   -  

    Proceeds received from sale of property

      -     -     324,106     -  

    Cash deposited with regulatory agencies for decommissioning liabilities

      (11,779 )   (844,512 )   (11,893 )   (836,315 )

     

      (952,428 )   (2,238,399 )   (1,688,593 )   (3,870,350 )

     

                           

    FINANCING ACTIVITIES

                           

    Issuance of common shares and warrants , net of share issuance costs

      -     10,639,458     -     11,094,813  

    Repayment of debt

      (1,415 )   (4,515 )   (127,491 )   (9,198 )

     

      (1,415 )   10,634,943     (127,491 )   11,085,615  

     

                           

    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE PERIOD

      (2,612,968 )   9,363,394     (4,882,635 )   7,876,022  

     

                           

    Effect of exchange rate fluctuations on cash held

      29,045     287,614     63,147     659,970  

     

                           

    CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

      4,719,081     2,544,965     6,954,646     3,659,981  

    CASH AND CASH EQUIVALENTS - END OF PERIOD

    $  2,135,158   $  12,195,973   $  2,135,158   $  12,195,973  

     

                           

     

                           

     

                           

    Non-cash investing and financing transactions:

                           

       Issuance of shares and warrants for acquisition of mineral properties

    $  33,470,144   $  2,222,938   $  33,470,144   $  2,222,938  

       Issuance of secured notes for acquisition of mineral properties (Note 9)

    $  35,000   $  -   $  1,160,720   $  -  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    NATURE OF OPERATIONS

    Energy Fuels Inc. (the “Company” or “EFI”) was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. EFI’s principal place of business is located at 2 Toronto Street, Toronto, Ontario, in Canada.

    EFI is a uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico through its wholly-owned Canadian subsidiaries, Magnum Uranium Corp. (“Magnum Uranium”), Titan Uranium Inc. (“Titan”) and Uranium Power Corp. (“UPC”) and it’s wholly-owned U.S. subsidiaries Energy Fuels Resources Corporation (“EFRC”), Magnum Minerals USA Corp. (“Magnum USA”), and Energy Fuels Wyoming (“EFW”) and by way of several joint ventures (Note 5) with projects located in Colorado, Utah and Arizona.

    The Company is in the process of exploring its mineral properties and has not yet established whether certain of its mineral exploration properties contain economically recoverable reserves. The recovery of amounts capitalized for exploration and evaluation costs on the statements of financial position are dependent upon the existence of economically recoverable mineral deposits, the ability of the Company to complete exploration and/or development of such properties, including related financing requirements and upon future profitable production or, alternatively, upon proceeds from the disposition of the properties.

    1. BASIS OF PRESENTATION AND GOING CONCERN

    These condensed consolidated financial statements have been prepared using accounting polices applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Accordingly, the accompanying financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    The consolidated financial statements have been prepared in United States dollars (“USD”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).

    As typical of an exploration and evaluation stage company, the Company’s ability to continue as a going concern is dependent upon obtaining outside financing to fund its working capital and current and future capital project requirements. On March 31, 2011, the Company completed an equity financing issuing 23,000,000 shares of common stock at a price of C$0.50 per share, for gross proceeds of $11.8 million. The additional cash resources have allowed the Company to continue its mineral property consolidation activities in fiscal year 2012 and to continue evaluating capital raise alternatives for long-term financing of the construction of the Piñon Ridge Mill for which the Company has received the Radioactive Material License (“License”) from the Colorado Department of Public Health & Environment (“CDPHE”). With the Company’s continued focus on cost management, and assuming successful deferral of the decommissioning warranty prepayments required by the License (Note 6) until construction activities occur at the Piñon Ridge Mill site, the Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2012. Also see Note 15 for a discussion of the impact on the Company’s business plan should a proposed acquisition of the U.S assets and operations of a public production stage mining company successfully close on or about June 30, 2012.

    The Company’s ability to obtain additional project financing for its existing business plan and deferral of the decommissioning liability creates a material uncertainty which may cast significant doubt as to the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these unaudited consolidated financial statements then adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications would be necessary and these adjustments could be material.

    6



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES

    Statement of Compliance

    These are the Company’s second IFRS condensed consolidated interim financial statements prepared in accordance with IAS 34, Interim Financial Statements , as issued by the International Accounting Standards Board (“IAS 34”) under International Financial Reporting Standards (“IFRS”). The accounting policies have been selected to be consistent with IFRS as is expected to be effective as at and for the year ended September 31, 2012, the Company’s first annual IFRS reporting date. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

    The condensed consolidated financial statements for the three months ended December 31, 2011 contain certain incremental annual IFRS disclosures not included in the annual financial statements for the year ended September 30, 2011 prepared in accordance with Canadian GAAP. Accordingly, these condensed consolidated financial statements for the three and six months ended March 31, 2012 should be read in conjunction with the annual consolidated financial statements for the year ended September 30, 2011 prepared in accordance with Canadian GAAP, as well as the condensed consolidated financial statements for the three months ended December 31, 2011.

    The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. An explanation of how the transition to IFRS has affected the report financial position, financial results and the cash flows of the Company is provided in Note 16. This note includes reconciliations of equity and total comprehensive income for the comparative periods under Canadian GAAP to those reported under IFRS.

    The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual period that are relevant to these unaudited condensed consolidated interim financial statements will be finalized only when the first annual IFRS financial statements are prepared for the year ending September 30, 2012.

    These condensed consolidated interim financial statements for the period ended March 31, 2012 were authorized for issuance by the Board of Directors of the Company on May 8, 2012.

    Available-for-sale financial assets

         The Company's investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale monetary items, are recognized directly in other comprehensive (loss) income. When an investment is derecognized, the cumulative gain or loss in equity is transferred to profit or loss.

    Estimates

    The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

    In preparing these condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the condensed consolidated financial statements for the three months ended December 31, 2011.

    Change in functional and presentation currency

    Effective October 1, 2011, the Company changed its presentation currency from the CAD to the USD. The Company believes the USD reporting provides better information regarding the Company’s results of operations and related business activities. USD reporting is expected to improve shareholders’ ability to compare the Company’s financial results with other publicly traded companies in the mining industry whose primary assets and operations are located in the United States.

    7



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Prior to October 1, 2011, the Company reported its annual and quarterly statement of financial position, statement of comprehensive loss, statement of shareholders’ equity and consolidated statement of cash flows in CAD. In making this change, the Company followed the guidance of the International Accounting Standards Board (“IASB”) as set out in IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”).

    As indicated in IAS 21 the following procedures were followed in the change of presentation currency:

      1.

    Assets and liabilities for each statement of financial position presented (including comparatives) were translated using the closing rate at the date of the statement of financial position;

      2.

    Income and expenses for each statement of comprehensive income presented were translated using the average exchange rates prevailing during each reporting period;

      3.

    Shareholder equity transactions have been translated using the rates of exchange in effect as of the dates of the various capital transactions. All comparative financial information has been restated to reflect the Company’s results as if they had been historically reported in USD and the effect on the condensed consolidated financial statements resulted in an accumulated other comprehensive income adjustment of $4,535,925, which is reconciled in Note 14 of the Company’s December 31, 2011 financial statements.

    Change in functional currency

    As of October 1, 2011, it has been determined that there has been a change in functional currency from the CAD to the USD in the following subsidiaries and any associated joint ventures:

    The change in functional currency of the above entities from CAD to USD was triggered by the approval of the License by the CDPHE for the development of the Piñon Ridge mill, with the resultant cash flows expected to be incurred for the development to be denominated in USD. In accordance with IAS 21, the change in functional currency is accounted for on a prospective basis from October 1, 2011. With the above change, the functional currency of the Company's U.S. subsidiaries is the USD and the functional currency of Energy Fuels Inc. is the CAD.

    Future Accounting Changes

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2015, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 11 Joint Arrangements

    In May 2011, the IASB issued IFRS 11 Joint Arrangements , which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    8



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”.

    The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    The relevant points of IFRS 13 are as follows:

    - Fair value is measured using the price in a principal market for the asset or liability, or in the absence of a principal market, the most advantageous market;

    - Financial assets and liabilities with offsetting positions in market risks or counterparty credit risks can be measured on the basis of an entity’s net risk exposure;

    - Disclosures regarding the fair value hierarchy have been moved from IFRS 7 to IFRS 13, and further guidance has been added to the determination of classes of assets and liabilities;

     

    - A quantitative sensitivity analysis must be provided for financial instruments measured at fair value;

    - A narrative must be provided discussing the sensitivity of fair value measurements categorized under Level 3 of the fair value hierarchy to significant unobservable inputs; and

    - Information must be provided on an entity’s valuation processes for fair value measurements categorized under Level 3 of the fair value hierarchy.

    IAS 1 Presentation of Financial Statements

    In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IAS 19 Employee Benefits

    IAS 19 Employee Benefits (“IAS 19”) was amended by the IASB in June 2011, which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IAS 19, the option to defer the recognition of gains and losses arising in a defined benefit plan is eliminated, to require gains and losses relating to those plans be presented in other comprehensive income, and improve the disclosure requirements concerning the characteristics of defined benefit plans and the risks arising from those plans. In addition, the amended standard also incorporates changes to the accounting for termination benefits. The Company has determined the amendment would have no impact.

    9



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    IAS 32 Financial Instruments: Presentation

    Amendments to IAS 32, Financial Instruments: Presentation, clarifies that an entity currently has a legally enforceable right to off-set financial assets and liabilities if that right is: not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The amendments to IAS 32 are to be applied retrospectively. The Company intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning October 1, 2014. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

    3. ACQUISITION OF TITAN URANIUM INC.

    On December 5, 2011, the Company and Titan Uranium Inc. (“Titan”) entered into an agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (“Arrangement”), all of the outstanding common shares of Titan. Titan’s primary U.S. mineral property is the Sheep Mountain Project located about 8 miles south of Jeffrey City, Wyoming.

    The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. The Arrangement has been approved by the Toronto Stock Exchange and was approved by the Supreme Court of British Columbia on February 21, 2012. The acquisition was completed on February 29, 2012.

    Pursuant to the Arrangement, Titan shareholders received 0.68 of an EFI common share for each common share of Titan. Under the terms of the Arrangement, all outstanding warrants of Titan became exercisable for common shares in EFI. The number of shares received upon exercise and the exercise price of Titan’s outstanding warrants were adjusted proportionately to reflect the share exchange ratio. Under the terms of the Arrangement, all Titan options expired on the business day preceding the transaction close date.

    The cost of acquisition included the fair value of the issuance of the following instruments: 89,063,997 Energy Fuels common shares at C$0.36 per share, plus 14,926,881 share purchase warrants of Energy Fuels, with an average exercise price of C$0.63 per share and a fair value of $540,853 (Note 11).

    Acquisition costs totaled $1,214,384, including the issuance of 1,256,489 EFI common shares to Dundee Securities, valued at $430,772 in satisfaction of the advisory fee, bringing the total purchase price to $34,253,756.

    The value of the Energy Fuels shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

    The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the fair value of the warrants of Titan assumed as part of the acquisition:

    Risk-free rate 0.92% - 0.94%
    Expected life 0.76 – 1.43 years
    Expected volatility 74% - 106%
    Expected dividend yield 0.0%

    10



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    3. ACQUISITION OF TITAN URANIUM INC (continued)

    The Company acquired as a result of the Titan Transaction a liability that provides for a payment obligation of $4,000,000 if the month end spot uranium price exceeds $85 per pound prior to September 30, 2012. The Company has determined that the payment terms constitute an embedded derivative and have valued the derivative liability using a valuation model. The uranium spot price and the expected volatility of the uranium spot price have a significant impact on the value derived from the valuation model. Due to the current month-end spot price of uranium ($51.00), the low volatility of the spot price, and the relative proximity to the expiration of the contract (September 30, 2012) the Company has deemed the derivative liability to be insignificant to these financial statements.

    The transaction was accounted for as an asset purchase and the cost of each item of mineral interests, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

       
    89,063,997 common shares of EFI   32,498,519  
    Fair value of warrants assumed (Note 11)   540,853  
    Transaction costs incurred   1,214,384  
       Purchase consideration   34,253,756  

    The purchase price was allocated as follows:      
       Cash and cash equivalents   297,878  
       Marketable securities   3,446,179  
       EFI shares held by Titan   371,096  
       Prepaid expenses and other assets   221,488  
       Property, plant and equipment   42,917  
       Evaluation and exploration costs (1)   34,323,130  
       Restricted cash   2,007,119  
       Accounts payable and accrued liabilities   (3,025,602 )
       Loans and borrowings   (1,102,891 )
       Due to related parties   (1,026,453 )
       Decommissioning liability   (1,301,105 )
         Net identifiable assets   34,253,756  

    (1) The two properties included as part of exploration and evaluation costs are the Sheep Mountain property in Wyoming and the Green River property located in the San Rafael district of Utah.

    11



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    4. PROPERTY, PLANT AND EQUIPMENT

        Piñon Ridge Mill     Office     Furniture     Shop Tools     Vehicles     Mining     Equipment     Total  
              Equipment     and Fixtures     and           Equipment     Under        
                          Equipment                 Capital        
                                            Lease        

    Cost

                                                   

     

                                                   

    Balance at September 30, 2011

    $  12,762,815   $  150,120   $  19,868   $  275,152   $  76,069   $  855,625   $  137,003   $  14,276,652  

    Additions

      451,569     8,450     -     -     -     19,574     45,982     525,575  

    Balance at March 31, 2012

    $  13,214,384   $  158,570   $  19,868   $  275,152   $  76,069   $  875,199   $  182,985   $  14,802,227  

     

                                                   

    Depreciation

                                                   

     

                                                   

    Balance at September 30, 2011

    $  -   $  130,399   $  15,732   $  216,095   $  26,988   $  716,380   $  135,956   $  1,241,550  

    Depreciation for the period

      -     8,082     1,468     22,760     6,617     55,067     4,878     98,872  

    Balance at March 31, 2012

    $  -   $  138,481   $  17,200   $  238,855   $  33,605   $  771,447   $  140,834   $  1,340,422  

     

                                                   

    Carrying amounts

                                                   

    At September 30, 2011

    $  12,762,815   $  19,721   $  4,136   $  59,057   $  49,081   $  139,245   $  1,047   $  13,035,102  

    At March 31, 2012

    $  13,214,384   $  20,089   $  2,668   $  36,297   $  42,464   $  103,752   $  42,151   $  13,461,805  

    Depreciation in the amount of $65,968 (March 31, 2011 – $139,598) for property, plant and equipment used at the mill site and mine properties was capitalized to mineral properties. Substantially all of the Company’s plant, equipment and the Piñon Ridge Mill are located in the U.S.

    5. EXPLORATION AND EVALUATION COSTS

        March 31,     September 30,  
        2012     2011  
      $      
    Acquisition costs            
    Balance, beginning of period   10,166,708     7,405,419  
    Effect of movements in exchange rates   -     (124,030 )
    Acquisition of Sheep Mountain (Note 3)   34,183,130     -  
    Acquisition of Green River   140,000     -  
    Other acquisition expenditures   1,753,761     2,885,319  
        46,243,599     10,166,708  
    Deferred exploration and evaluation costs            
    Balance, beginning of period   10,090,342     9,667,715  
    Effect of movements in exchange rates   -     (161,920 )
    Exploration and evaluation costs capitalized   335,595     584,547  
        10,425,937     10,090,342  
    Balance, end of period   56,669,536     20,257,050  

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

    12



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    5. EXPLORATION AND EVALUATION COSTS (continued)

    The following is a summary of exploration and evaluation costs by area of interest as at March 31, 2012:

        March 31,     September 30,  
        2012     2011  
      $      
       Whirlwind Mine Area   11,317,569     11,084,965  
       La Sal-Energy Queen District   2,832,018     2,617,001  
       San Rafael Area   3,332,217     3,189,988  
       Gateway District   887,803     881,035  
       Uravan District   741,372     708,340  
       Other Areas-WY, NM   43,636     43,586  
       Moab Area   296,347     296,151  
       Slick Rock District   435,082     433,257  
       Sage Plain District   1,426,034     -  
       Sheep Mountain (Note 3)   34,220,094     -  
             Subtotal   55,532,172     19,254,323  
        Joint Ventures            
       Colorado Plateau JV (1)   1,108,828     974,512  
       West Lisbon JV   28,536     28,215  
       Arizona Strip Partners JV (2)   -     -  
    Balance   56,669,536     20,257,050  

    (1) Colorado Plateau Partners LLC

    On November 1, 2008 EFRC, along with Lynx-Royal JV LLC (“Lynx-Royal”), finalized the formation of Colorado Plateau Partners LLC, a joint venture, to acquire, explore, evaluate and, if justified, mine uranium properties located in the states of Colorado and Utah. EFRC’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed certain mineral leases located in the states of Colorado and Utah, which are currently controlled by EFRC. Lynx-Royal’s contribution were claims located in Colorado and Utah.

    (2) Arizona Strip Partners LLC

    On June 30, 2008 the Company and Lynx-Royal completed the formation of the Arizona Strip Partners LLC, a joint venture company to explore uranium properties in the Arizona Strip region of Northern Arizona. The Company’s interest in the joint venture is 50%, subject to adjustments based on future expenditures. EFRC contributed the Arizona acreage that was controlled by it and the unpatented claims initially held jointly with High Plains Uranium, Inc. under the Arizona Strip Resources Joint Ventures, LLC.

    13



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    6. PIÑON RIDGE MILL AND MINERAL PROPERTY COMMITMENTS

    The following is a summary of future commitments by fiscal year for the Company’s properties:

        2012     2013     2014     2015     2016     Thereafter     Total  
    United States   $       $       $       $       $       $       $    

    Piñon Ridge Mill

      -     4,595     -     -     -     -     4,595  

    Mill License Bonding (a)

      2,898,260     6,798,730     -     -     -     -     9,696,990  

    Whirlwind Mine Area

      30,500     30,500     30,500     30,500     30,500     30,500     183,000  

    La Sal-Energy Queen Area

      106,000     96,000     66,000     66,000     66,000     566,000     966,000  

    San Rafael District

      125,015     125,016     125,017     125,018     125,019     1,875,405     2,500,490  

    Gateway District

      112,200     102,200     102,200     102,200     102,200     944,400     1,465,400  

    Uravan District

      84,800     99,800     99,800     99,800     99,800     184,600     668,600  

    Slick Rock District

      50,550     52,550     108,550     108,550     108,550     1,017,100     1,445,850  

    Sage Plain District

      -     162,500     200,000     250,000     250,000     -     862,500  

    Sheep Mountain

      25,000     37,560     37,560     10,000     5,000     -     115,120  

    Colorado Plateau JV

      -     68,640     68,640     68,640     6,140     72,280     284,340  

            Total Commitments

      3,432,325     7,578,091     838,267     860,708     793,209     4,690,285     18,192,885  

    (a) Mill License Bonding

    The terms of the License issued to the Company by CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. To date, the Company has transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

    Three prepayments of the decommissioning warranty remain to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until the next construction season. The revised timetable for submitting the remaining payments are September 7, 2012 ($2,898,260), March 7, 2013 ($6,401,920) and September 7, 2013 ($396,810).

    Under the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s statement of financial position and should be considered not available for general working capital purposes.

    14



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    7. MARKETABLE SECURITIES

    Marketable securities are classified as available-for-sale, are stated at their fair values, and consist of the following:

        March 31,     September 30,  
        2012     2011  
      $      
                 
    Mega Uranium Ltd. (1)            
    10,000,000 common shares   3,102,793     -  
        3,102,793     -  

    (1) A sale restriction is in place until June 2012

    8. DECOMMISSIONING LIABILITIES

    The following table summarizes the Company’s decommissioning liabilities:

        March 31,     September 30,  
        2012     2011  
      $      
    Reclamation obligations, beginning of year   465,752     428,732  
       Expenditures during current period   -     -  
       Revision of estimate   (47,168 )   37,020  
       Liability acquired in Titan transaction (Note 3)   1,301,105     -  
    Reclamation obligations, end of period   1,719,689     465,752  
    Site restoration liability by location:            
       Exploration drill holes   58,771     13,451  
       Whirlwind Mine   199,087     222,266  
       Energy Queen Mine   206,046     230,035  
       Sheep Mountain   1,255,785     -  
        1,719,689     465,752  
    Site restoration liability:            
       Current   58,771     13,451  
       Non-current   1,660,918     452,301  
        1,719,689     465,752  

    During the period ended March 31, 2012, there were no additions to the decommissioning liability. In calculating the current period decommissioning liability the Company used a weighted average cost of capital of 2.230% (10 Year US Treasury Rate).

    The undiscounted decommissioning liability as March 31, 2012 is $2,146,760 (March 31, 2011 - $489,974).

    15



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    8. DECOMMISSIONING LIABILITIES (continued)

    Restricted cash, which is held by regulatory agencies to settle these future obligations, are comprised of the following:

        March 31,     September 30,  
        2012     2011  
      $      
    Controlling entity:            
    Colorado Division of Reclamation, Mining and Safety   557,938     557,938  
    Colorado Department of Public Health & Environment   1,531,350     1,531,350  
    State of Utah Division of Oil, Gas and Mining   486,580     464,686  
    Wyoming Department of Environmental Quality-Land Division   2,007,119     10,000  
        4,582,987     2,563,974  

    9. LOANS AND BORROWINGS

    This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost.

        March 31,     September 30,  
        2012     2011  
      $      
    Current liabilities            
    Due to related parties (3)   1,017,861     -  
    Current portion of loans and borrowings(1)(2)(4)(5)   1,308,145     -  
        2,326,006     -  
                 
    Non-current liabilities            
    Long-term loans and borrowings (1)(4)(5)   622,261     -  
        622,261     -  

      (1)

    On October 12, 2011 the Company issued a secured note to Nuclear Energy Corporation LLC (“NUECO”) in the amount of $1,125,720 for the assignment of the Skidmore Mineral Lease (“Skidmore”). To date the Company has transferred cash in the amount of $125,000 to NUECO in accordance with the terms of the agreement. The remaining balance of the note is repayable on the following schedule: October 13, 2012 ($250,180), October 13, 2013 ($250,180), October 13, 2014 ($250,180), and October 13, 2015 ($250,180). This note is secured by the Skidmore lease. The current portion of this note is $250,180.

         
      (2)

    On February 29, 2012, as part of the Titan Transaction, the Company acquired a note payable for $1,000,000 to Uranium One for settlement of a previous joint venture agreement. The note bears 5% interest and is due July 31, 2012. The current portion of this note is $1,033,425.

         
      (3)

    On February 29, 2012, as part of the Titan Transaction, the Company acquired a liability payable to a shareholder of the Company. This loan bears interest at 5% and is to be repaid with interest on the earlier of January 29, 2013 or the completion of an equity financing.

    16



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    9. LOANS AND BORROWINGS (continued)

      (4)

    On February 29, 2012, as part of the Titan Transaction, the Company acquired equipment under a finance lease agreement. The agreement runs through December 2014 when the Company can purchase the equipment for $1. The current portion of the lease is $14,540.

         
      (5)

    On February 29, 2012, as part of the Titan Transaction, the Company acquired a secured note in the amount of $35,000 for the purchase assignment of the Fox property. The balance of the note is repayable on the following schedule: January 10, 2013 ($10,000), January 10, 2014 ($10,000), January 10, 2015 ($10,000), and January 10, 2016 ($5,000) . The current portion of this note is $10,000.

    10. RELATED PARTY TRANSACTIONS

      (1)

    During quarter ended March 31, 2012, an associate of a shareholder served as the Company’s financial advisor for the Titan transaction which closed February 29, 2012 and received advisory fees totaling $710,000 in cash and EFI common shares.

         
      (2)

    At March 31, 2012, the Company has recorded a loan in the amount of $1,017,861 payable to an associate of a shareholder, representing principal and interest due on loan advances made to Titan in December 2011 and January 2012.

    11. CAPITAL STOCK AND CONTRIBUTED SURPLUS

    Authorized share capital

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    Warrants                  
              Exercise Price     Warrants  
    Month Issued   Expiry Date     C$     Issued  
    March 2011   March 31, 2015     0.65     11,500,000  
    March 2011   Sept 30, 2012     0.50     1,610,000  
    February 2012   Nov 30, 2012     0.74     1,486,725  
    February 2012   Nov 30, 2012     0.66     11,333,372  
    February 2012   Nov 30, 2012     0.44     1,766,784  
    February 2012   Aug 3, 2013     0.31     340,000  

              Weighted  
              Average  
        Number of     Exercise Price  
        Warrants     C$  
    Balance, October 1, 2011   13,110,000     0.63  
    Transactions during the period:            
       Issued for Titan Uranium asset purchase (Note 3)   14,926,881     0.63  
    Balance, end of period   28,036,881     0.63  

    17



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    11. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

    The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the fair value of the warrants of Titan assumed as part of the acquisition:

    Risk-free rate 0.92% - 0.94%
    Expected life 0.76 – 1.43 years
    Expected volatility 74% - 106%
    Expected dividend yield 0.0%

    Recast of capital stock and contributed surplus

    The capital stock and contributed surplus balances as at March 31, 2011 were recast as a result of a reclassification of equity, within the statement of financial position, to recognize warrants issued in connection with the public offering. The net effect of the recast was a decrease in capital stock of approximately $1,060,000 for the three months ended March 31, 2011 and an equivalent increase in contributed surplus.

    Contributed surplus

        As at     As at  
        March 31, 2012     September 30, 2011  
      $      
    Balance, beginning of period   14,235,428     13,199,345  
       Stock-based compensation   1,447,879     869,831  
       Share issuance costs   -     426,439  
       Stock options exercised   -     (260,187 )
    Balance, end of period   15,683,307     14,235,428  

    Share purchase warrants

        As at     As at  
        March 31, 2012     September 30, 2011  
      $      
    Balance, beginning of period   4,295,266     -  
       Warrants issued in connection with public offering   -     4,295,266  
       Warrants issued in exchange for Titan Warrrants (Note 3)   540,853     -  
    Balance, end of period   4,836,119     4,295,266  

    12. STOCK-BASED COMPENSATION

    Stock Options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the six months ended March 31, 2012, the Company granted 6,656,000 stock options (Mar 31, 2011 – 125,000) to its employees, directors and consultants recording stock-based compensation expense of $1,242,625, net of $198,930 that was capitalized (Mar 31, 2011 - $56,961, net of $0 capitalized). The Company also recorded stock-based compensation expense of $6,324 (Mar 31, 2011 - $17,713) for those stock options granted in a prior period and which vested during the current period. Offsetting amounts were recognized as contributed surplus.

    18



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    12. STOCK-BASED COMPENSATION (continued)

    The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:

    Risk-free rate 1.05% - 1.26%
    Expected life 3.0 – 4.50 years
    Expected volatility 93% - 102%
    Expected dividend yield 0.0%

    The fair value of stock options granted during the period ended March 31, 2012 and September 30, 2011 is as follows:

        Six Months Ended     Year Ended  
        March 31, 2012     September 30, 2011  
      $      
       100,000 options granted at $0.35 on 10/27/09   -     5,375  
       100,000 options granted at $0.35 on 12/22/09   -     4,550  
       306,666 options granted at $0.20 on 07/13/10   -     17,002  
       75,000 options granted at $0.62 on 10/18/10   -     33,641  
       50,000 options granted at $0.71 on 11/10/10   -     24,474  
       1,755,000 options granted at $0.51 on 04/13/11   -     779,782  
       5,840,000 options granted at $0.31 on 03/07/12   1,308,162     -  
       136,000 options granted at $0.39 on 03/07/12   22,608     -  
       680,000 options granted at $0.86 on 03/07/12   110,785     -  
    Value of stock options granted   1,441,555     864,824  

    The summary of the Company’s stock options at March 31, 2012 and September 30, 2011, and the changes for the fiscal periods ending on those dates is presented below:

        As at March 31, 2012     As at September 30, 2011  
                                         
              Weighted                 Weighted        
        Range of     Average           Range of     Average        
        Exercise Prices     Exercise Price     Number of     Exercise Prices     Exercise Price     Number of  
        C$     C$     Options     C$     C$     Options  
    Balance, beginning of period   0.16 - 2.25     0.59     6,620,300     0.16 - 2.25     0.60     6,543,000  
    Transactions during the period:                                    
       Granted   0.31 - 0.86     0.37     6,656,000     0.51 - 0.71     0.52     1,880,000  
       Exercised   -     0.00     -     0.20 - 0.45     0.43     (1,482,700 )
       Forfeited   0.35     0.35     (250,000 )   2.25     2.25     (125,000 )
       Expired   0.45     0.45     (68,500 )   0.45     0.45     (195,000 )
    Balance, end of period   0.16 - 2.25     0.48     12,957,800     0.16 - 2.25     0.59     6,620,300  

    19



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    12. STOCK-BASED COMPENSATION (continued)

    The following table reflects the actual stock options issued and outstanding as of March 31, 2012:

              Remaining     Number of     Number of     Number of  
        Exercise Price     Contractual     Options     Options     Options  
    Expiry Date   C$     Life (Years)     Outstanding     Vested     Unvested  
                                   
    Nov-2012   0.45     0.62     481,800     481,800     -  
    Jan-2013   2.25     0.78     710,000     710,000     -  
    May-2013   2.25     1.10     25,000     25,000     -  
    Feb-2014   0.35     1.85     600,000     600,000     -  
    Jul-2014   0.35     2.30     670,000     670,000     -  
    Oct-2014   0.35     2.56     150,000     150,000     -  
    Jun-2015   0.16     3.22     12,500     12,500     -  
    Jul-2015   0.20     3.28     860,000     706,666     153,334  
    Jul-2015   0.17     3.31     12,500     12,500     -  
    Aug-2015   0.30     3.35     900,000     900,000     -  
    Oct-2015   0.62     3.55     75,000     75,000     -  
    Nov-2015   0.71     3.61     50,000     50,000     -  
    Apr-2016   0.51     4.04     1,755,000     1,755,000     -  
    Mar-2015   0.39     2.93     136,000     136,000        
    Mar-2016   0.86     3.94     680,000     680,000        
    Mar-2017   0.31     4.94     5,840,000     5,840,000        
              3.80     12,957,800     12,804,466     153,334  

    13. COMMITMENTS

    The Company is committed to payments under various operating leases. The future minimum lease payments are as follows:

    As at March 31, 2012 $    
           2012   41,028  
           2013   27,352  
           Total   68,380  

    14. COMPARATIVE FIGURES

    Certain comparative figures have been reclassified to conform to the presentation adopted in the current year.

    15. SUBSEQUENT EVENTS

    Acquisition of the US Mining Division of Denison Mines Corp.

    On April 16, 2012, the Company and Denison Mines Corp. (“Denison”) entered into a Letter Agreement (“Agreement”) whereby EFI agreed to acquire all of Denison’s mining assets and operations located in the United States (“US Mining Division”). Denison’s principal place of business is located at 595 Bay Street, Toronto, Ontario and its uranium exploration, development and operation projects are located in Canada, the United States, Mongolia and Zambia. The US Mining Division’s mineral properties and mining assets are located in Colorado, Utah, and Arizona, including four currently producing mines and the White Mesa Mill, located near Blanding, Utah, a 2,000 ton per day facility which is the only operating conventional uranium mill in the United States.

    20



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    15. SUBSEQUENT EVENTS (continued)

    Under the Agreement: (a) EFI will acquire, either directly or through a wholly-owned subsidiary, (i) all of the issued and outstanding shares of Denison Mines Holdings Corp. (“DMHC”) held by Denison and all of the outstanding shares of White Canyon Uranium Ltd. (“White Canyon”) (collectively, the “Acquired Shares”), and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DMHC, White Canyon or any direct or indirect subsidiary of DMHC) by DMHC, White Canyon or any direct or indirect subsidiary of DMHC (the “Acquired Debt”), and will issue to Denison in consideration for the Acquired Shares and the Acquired Debt, 425,441,494 common shares of EFI (the “EFI Share Consideration”); and (b) either concurrently with or immediately after the issuance of the EFI Share Consideration to Denison, Denison will complete a plan of arrangement (the “Denison Arrangement”) under the Business Corporations Act (Ontario), pursuant to which it will complete a reorganization of its capital and will distribute the EFI Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization.

    Following the distribution of the EFI Share Consideration to Denison’s shareholders, Denison’s shareholders will own approximately 66.5% of EFI’s outstanding common shares, based on EFI’s 214,336,818 common shares outstanding as of May 8, 2012, and there will be no intercompany debt between Denison and any of its subsidiaries on the one hand, and EFI and its subsidiaries, on the other. Upon the completion of the transaction, two additional directors as agreed to between Denison and EFI, will be appointed to the board of directors of EFI. The Agreement contains customary deal protection mechanisms, including a reciprocal break fee of C$3.0 million payable in certain circumstances, non-solicitation provisions and a right to match any superior proposal.

    The transaction is anticipated to close on or about June 30, 2012 and is subject to the following conditions:

    a)

    Korea Electric Power Corporation (“KEPCO”) shall have waived its right of first opportunity provided for in the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO, and a subsidiary of KEPCO, or the 30-day period for exercising such right shall have expired without KEPCO exercising such right;

    b)

    the entering into of support agreements with all directors and officers of Denison, who own shares of Denison, and with certain key shareholders of Denison;

    c)

    the entering into of support agreements with all directors and officers of EFI, who own shares of EFI, and with the three largest shareholders of EFI;

    d)

    the prior approval by the boards of directors of each of Denison and EFI;

    e)

    approval of the Denison Arrangement by Denison shareholders;

    f)

    approval of the issuance of the EFI Share Consideration as part of the transaction by EFI shareholders;

    g)

    court approval of the Denison Arrangement;

    h)

    receipt of third party approvals and consents;

    i)

    receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange;

    j)

    there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the U.S. mining division or of EFI taken as a whole;

    k)

    the consolidated net working capital of EFI will not be less than $4.0 million at the transaction close date; and

    l)

    the consolidated net working capital of the US Mining Division will not be less than $28.0 million at the transaction close date.

    The Company has prepared a post-close business plan that addresses working capital requirements and current and future capital project requirements for the combined entities, should the transaction successfully close. To support the combined business plan at the desired level of budgeted activities, the Company will seek additional outside financing. While the Company is evaluating several financing alternatives, there is no assurance that such financing can be obtained on acceptable terms. Accordingly, while the Company is conducting the financing process, the planned operating activities for both entities will be moderated to ensure that adequate working capital is available beyond calendar year 2012.

    21



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    16. TRANSITION TO IFRS

    Overview

    The Company has adopted IFRS, effective for interim and annual financial statements relating to its fiscal year ended September 30, 2012.

    The accounting policies have been selected to be consistent with IFRS as is expected to be in effect on September 30, 2012, the Company’s first annual IFRS reporting date. These policies have been applied in the preparation of these unaudited condensed consolidated interim financial statements, including all comparative information. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian GAAP.

    First-time Adoption of IFRS

    IFRS 1 requires reconciliation disclosures that explain how the transition from Canadian GAAP to IFRS has affected the Company’s previously reported consolidated financial statements prepared in accordance with previous Canadian GAAP for the three and six months ended March 31, 2012. The following provides the reconciliation of shareholders’ equity and comprehensive loss from Canadian GAAP to IFRS for the respective periods. The adoption of IFRS did not have a material impact on the condensed consolidated statement of cash flows.

    Reconciliation of Canadian GAAP to IFRS

    The following provides reconciliations of the shareholders’ equity and comprehensive loss from Canadian GAAP to IFRS for the respective periods.

              September 30,     March 31,  
                                                                                                                                      Note        2011     2011  
                       
    Shareholders' equity under Canadian GAAP       $  42,192,648   $  46,697,385  
    Shareholders' equity under IFRS       $  42,192,648   $  46,697,385  

              Year Ended     Six Months  
                              September 30,     Ended March 31,  
        Note     2011     2011  
                       
    Comprehensive loss under Canadian GAAP                   $      (3,571,219 ) $  (1,007,850 )
    Change in recognition of share-based payments   b     3,947     1,948  
    Net loss under IFRS         (3,567,272 )   (1,005,902 )
    Foreign currency translation reserve         (1,223,315 )   1,692,522  
    Net comprehensive income (loss) under IFRS                     $    (4,790,587 ) $  686,620  

    22



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    16. TRANSITION TO IFRS (continued)

    In preparing its opening IFRS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous Canadian GAAP. An explanation of how the transition from previous Canadian GAAP to IFRSs has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

    Reconciliation of consolidated statements of comprehensive loss for the six months ended March 31, 2011     Effect of transition to IFRS  
              Adjustments to                          
              US dollar                          
        March 31, 2011     presentation                 IFRS        
        Canadian GAAP     currency     March 31, 2011     IFRS     Adjustment     March 31, 2011  
        (C$)     (Note 2)   Canadian GAAP      Adjustments      References     IFRS  

    EXPENSES

                  (As restated)                    

    Administrative

    $  -   $  -   $  -   $  276,100     b   $  276,100  

    Consulting

      -     -     -     117,461     b     117,461  

    Depreciation

      37,073     37     37,110     -           37,110  

    Foreign exchange gain

      (333,371 )   (334 )   (333,705 )   -           (333,705 )

    General and administrative

      1,243,042     1,244     1,244,286     (1,244,286 )   b     -  

    Insurance

      -     -     -     85,826     b     85,826  

    Interest expense

      -     -     -     133     b     133  

    Professional fees

      -     -     -     198,194     b     198,194  

    Salaries and other benefits

      -     -     -     392,027     b     392,027  

    Shareholder relations

      -     -     -     174,545     b     174,545  

    Stock-based compensation

      76,545     77     76,622     (1,948 )   a     74,674  

     

      (1,023,289 )   (1,024 )   (1,024,313 )   (1,948 )         (1,022,365 )

     

                                       

    Finance income

      1,897     2     1,899     -           1,899  

    Other income

      14,549     15     14,564     -           14,564  

    NET LOSS FOR THE PERIOD

      (1,006,843 )   (1,007 )   (1,007,850 )   (1,948 )         (1,005,902 )

    Foreign currency translation reserve

      -     1,692,522     1,692,522     -           1,692,522  

    NET COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (1,006,843 ) $  1,691,515      $  684,672   $  (1,948 )       $  686,620  

    23



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    16. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of comprehensive loss for the three months ended March 31, 2011     Effect of transition to IFRS  
              Adjustments to                          
              US dollar                          
        March 31, 2011     presentation                 IFRS        
        Canadian GAAP     currency     March 31, 2011     IFRS     Adjustment     March 31, 2011  
        (C$)     (Note 2)   Canadian GAAP     Adjustments     References     IFRS  

    EXPENSES

                  (As restated)                    

     

                                       

    Administrative

    $  -   $  -   $  -   $  170,602     b   $  170,602  

    Consulting

      -     -     -     61,432     b     61,432  

    Depreciation

      18,465     270     18,735     -           18,735  

    Foreign exchange gain

      (469,589 )   1,369     (468,220 )   -           (468,220 )

    General and administrative

      733,082     7,618     740,700     (740,700 )   b     -  

    Insurance

      -     -     -     41,729     b     41,729  

    Interest expense

      -     -     -     87     b     87  

    Professional fees

      -     -     -     128,968     b     128,968  

    Salaries and other benefits

      -     -     -     217,928     b     217,928  

    Shareholder relations

      -     -     -     119,954     b     119,954  

    Stock-based compensation

      8,847     923     9,770     (987 )   a     8,783  

     

      (290,805 )   (10,180 )   (300,985 )   (987 )         (299,998 )

     

                                       

    Finance income

      1,044     13     1,057     -           1,057  

    Other expense

      (2,663 )   230     (2,433 )   -           (2,433 )

    NET LOSS FOR THE PERIOD

      (292,424 )   (9,937 )   (302,361 )   (987 )         (301,374 )

    Foreign currency translation reserve

      -     812,794     812,794     -           812,794  

    NET COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (292,424 ) $  802,857   $  510,433   $  (987 )       $  511,420  

    a.

    The effect of the change to include forfeitures in the determination of the fair value of stock options issued. Under Canadian GAAP, these adjustments are recognized as they occur.

       
    b.

    The effect of the change to present expenses recognized in profit or loss using a classification based on their nature.

    24



    Exhibit 99.36


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels ’ CEO Issues Update to Shareholders

    Toronto, Ontario April 3, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) today issued a letter updating shareholders after the recent merger with Titan Uranium Inc. The letter from CEO Stephen Antony is presented in its entirety below:

    Dear Shareholders,

    With the close of our recent merger with Titan Uranium, we felt this was the ideal opportunity for Energy Fuels to welcome new shareholders from Titan and to update our existing shareholders.

    This merger marks Energy Fuels’ entry into an exclusive club that includes the largest uranium companies in the United States. In fact, the combined company’s new asset portfolio catapults Energy Fuels from 13th to 3rd among companies with NI 43-101 compliant resources in the United States. Energy Fuels, as the surviving company of the merger, will remain focused on developing and expanding U.S. uranium and vanadium assets and building the first new U.S. uranium mill in over 30 years. It is also important to note that 82% of the company’s resources are in four development stage projects that are either fully-permitted (the Whirlwind and Energy Queen Mines) or in the midst of permitting (Sheep Mountain and Sage Plain).

    This strategic merger was clearly an important milestone for Energy Fuels, as it nearly tripled the company’s U.S. based measured and indicated uranium assets to 39.6 lbs. U 3 O 8 . This includes 18.4 million lbs. of mineral reserves. In addition, the company was already one of the nation’s largest holders of vanadium resources at 34.8 million lbs. V 2 O 5 . 1

    Last month, a new Preliminary Feasibility Study (PFS) was completed on the Sheep Mountain Project which Energy Fuels acquired in the merger. The PFS shows robust project economics with Internal Rates of Return up to 42%. In addition, a significant portion of the mineral reserve is accessible through open pit mining techniques, resulting in competitive operating expenses of $32.31 per pound of uranium.

    The license to build the Piñon Ridge Mill was granted in 2011 and remains in full force while we work with the State of Colorado to defend it from a legal challenge by a nongovernmental organization. Once built, the mill will be the first uranium mill constructed in the United States in over 30 years. The mill is being designed to recover both uranium and vanadium from the regions’ many uranium and vanadium mines. It is initially being permitted to process 500 tons of ore per day, but is designed for expansion to 1,000 tons per day through a future permitting effort, if market conditions warrant. The mill will utilize state of the art technology to ensure that both the public and the environment are protected. In addition, the commissioning of the mill and opening of local mines will dramatically improve the economy of the area through the creation of direct and indirect jobs. As a result, the project enjoys overwhelming support from local communities.


    With fully permitted mines, other key projects in permitting, a mill license, and an experienced management team executing an aggressive western United States consolidation program, Energy Fuels is well positioned to capitalize on the resurgence of nuclear power around the World. The lessons of the Fukushima disaster are being implemented and most nations have reiterated their commitment to nuclear energy as a clean, affordable, and carbon-free source of base-load electricity. In fact, according to the Nuclear Energy Institute, there are 65 nuclear reactors under construction around the World, 28 of which are in China, 10 in Russia, and 7 in India. And, in the last two months, the U.S. Nuclear Regulatory Commission approved licenses to construct and operate two new nuclear reactors in Georgia and two in South Carolina - the first approvals in the U.S. in over 30 years. Energy Fuels believes the security of supply for uranium will become very important for Americans and domestic production will be highly valued.

    Finally, Energy Fuels’ merger with Titan brings the expertise of several key players in the Uranium sector including: Sheldon Inwentash, a key figure in the Canadian mining capital markets space; Richard Patricio, VP legal & Corporate Affairs for Pinetree Capital and Mega Uranium; and Larry Goldberg, a chartered accountant and former CFO for Pinetree Capital and Mega Uranium. These gentlemen complement our already experienced and accomplished Board of Directors.

    In closing, I wish to reiterate that Energy Fuels is making spectacular strides in achieving our goal of becoming the pre-eminent American conventional uranium producer. More information is available on Energy Fuels’ website ( www.energyfuels.com ).

    Best regards,

    Stephen P. Antony
    President & Chief Executive Officer

    1 Indicated Mineral Resource at the Sheep Mountain Project of 12,895,000 tons at an average grade of 0.12% eU 3 O 8 (30,285,000 lbs. eU 3 O 8 ). This figure includes Probable Mineral Reserve of 7,453,000 tons at an average grade of 0.123% eU 3 O 8 (18,365,000 lbs. eU 3 O 8 ).

    Measured & Indicated Mineral Resource on Energy Fuels’ Colorado Plateau properties of 1,951,486 tons at an average grade of 0.24% eU 3 O 8 and 0.89% V 2 O 5 (9,371,821 lbs. eU 3 O 8 and 34,862,116 lbs. V 2 O 5 ).

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.  
       
    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.37

    SHEEP MOUNTAIN URANIUM PROJECT
    FREMONT COUNTY, WYOMING,
    USA

    UPDATED PRELIMINARY FEASIBI ILITY STUDY
    NATIONAL INSTRUMENT 43-101
    TECHNICAL REPORT

    PREPARED FOR:
    TITAN URANIUM USA INC.
    A Wholly Owned Subsidiary of:
    ENERGY FUELS INC.

     

    AUTHORED BY:
    Douglas L. Beahm, P.E., P.G.
    Principal Engineer


    DATE AND SIGNATURE PAGE

    DOUGLAS L. BEAHM

    I, Douglas L. Beahm, P.E., P.G., do hereby certify that:

    1.

    I am the author of the report titled "SHEEP MOUNTAIN URAANIUM PROJECT FREMONT COUNTY, WYOMING, USA, UPDATED PRELIMINARY FEASABILITY STUDY NATIONAL INSTRUMENT 43-101 MINERAL RESERVE AND RESOURCE TECHNICAL REPORT” and dated with an effective date of March 20, 2012 (the “Technical Report”).

       
    2.

    I am responsible for all sections of the Technical Report.

       
    3.

    I am the Principal Engineer and President of BRS, Inc., 1130 Major Avenue, Riverton, Wyoming 82501.

       
    4.

    I graduated with a Bachelor of Science degree in Geological Engineering from the Colorado School of Mines in 1974.

       
    5.

    I am a licensed Professional Engineer in Wyoming, Colorado, Utah, and Oregon; a licensed Professional Geologist in Wyoming; and Registered Member of the Society for Mining, Metallurgy and Exploration, Inc. (“SME”)

       
    6.

    I have worked as an engineer and a geologist for ovver 37 years. My work experience includes uranium exploration, mine production, and mine/mill decommissioning and reclamation within sandstone-hosted uranium districts in Wyoming including the Sheep Mountain area and adjacent properties.

       
    7.

    I have read the definition of “qualified person” set outt in National Instrument 43-101Standards of Disclosure for Mineral Projects (“NI 43-101”) and certify that by reason of my education, professional registration, and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

       
    8.

    I have prior working experience on the property as stated in the report. Specifically I have, as a consultant, worked on the Sheep Mountain Project continuously since the fall of 2009. This has included assistance in the planning and execution of drilling programs in 2009, 2010, and 2011 and a lead role in the project design and environmental permitting.

       
    9.

    My involvement with the Sheep Mountain Project on behalf of Titan began in September, 2009. Since that time I was t the site 9 days in 2009, 23 days in 2010, and 19 days in 2011. My most recent personal inspection of the Sheep Mountain Project occurred on October 25, 2011.

       
    10.

    At the effective date of the Technical Report, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

       
    11.

    I am independent of the issuer within the meaning of section 1.5 of NI 43-101.

       
    12.

    I have read NI 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with same.

    April 13 th , 2012


    Douglas L. Beahm, PE, PG
    Principal Engineer, BRS Inc.


    TABLE OF CONTENTS

    SECTION      TITLE PAGE
       
    SECTION 1: SUMMARY 6
         Project Overview 6
         Project Description and Ownership 11
         Development Status 11
         Regulatory Status 11
         Geology and Mineralization 12
         Exploration and Drilling Status 12
         Mineral Resources and Reserves 12
         Capital and Operating Costs 13
         Economic Analysis 14
         Conclusions 15
         Recommendations 16
    SECTION 2: INTRODUCTION 17
    SECTION 3: RELIANCE ON OTHER EXPERTS 18
    SECTION 4: PROPERTY DESCRIPTION AND LOCATION 19
    SECTION 5: ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY 27
    SECTION 6: HISTORY 29
    SECTION 7: GEOLOGICAL SETTING AND MINERALIZATION 30
         Geologic Setting 30
    SECTION 8: DEPOSIT TYPES 33
    SECTION 9: EXPLORATION 35
    SECTION 10: DRILLING 36
         Additional Resource Areas 40
    SECTION 11: SAMPLE PREPARATION, ANALYSES, AND SECURITY 45
    SECTION 12: DATA VERIFICATION 47
    SECTION 13: MINERAL PROCESSING AND METALLURGICAL TESTING 49
    SECTION 14: MINERAL RESOURCE ESTIMATES 52

    1



         Mineral Resource Summary 52
         Resource Estimation Methods 54
    SECTION 15: MINERAL RESERVE ESTIMATES 58
         Probable Mineral Reserves 58
         Determination of Mine Cutoff Grade 59
         Mining and Mineral Processing Recovery Parameters and Sensitivity 60
    SECTION 16: MINING METHODS 62
         Mine Productivity and Scheduling 62
         Congo Open Pit 64
         Sheep Underground 84
    SECTION 17: RECOVERY METHODS 99
    SECTION 18: PROJECT INFRASTRUCTURE 113
    SECTION 19: MARKET STUDIES AND CONTRACTS 116
    SECTION 20: ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT 117
         Environmental Studies 118
         Operating Plans 120
         Permitting Requirements 120
         Social and Community Relations 123
         Closure and Reclamation Plans 123
    SECTION 21: CAPITAL AND OPERATING COSTS 125
         Production Profile 126
                CAPITAL COSTS 128
                OPERATING COSTS 129
         Personnel 134
    SECTION 22: ECONOMIC ANALYSIS 136
         Sensitivity to Price 137
         Sensitivity to Other Factors 138
         Payback Period 138
    SECTION 23: ADJACENT PROPERTIES 142
    SECTION 24: OTHER RELEVANT DATA AND INFORMATION 143
         Radiometric Equilibrium 143

    2



         Ground Water Conditions 145
    SECTION 25: INTERPRETATION AND CONCLUSIONS 146
    SECTION 26: RECOMMENDATIONS 147
    SECTION 27: REFERENCES 148
         Previous Reports: 148
         Publications Cited: 149

    Tables

      Table 1.1: Indicated Mineral Resource 13
      Table 1.2: Probable Mineral Resource 13
      Table 1.3: OPEX- Preferred Alternative 14
      Table 1.4: CAPEX – Capital Expenditures 14
      Table 1.5: Economic Analysis 15
      Table 5.1: Jeffrey City, Wyoming (484925) Monthly Climate Summary 27
      Table 10.1: Congo Drill Data 38
      Table 10.2: Congo Drill Data Statistics 38
      Table 10.3: Congo Mineralization Thickness and Grade 39
      Table 10.4: Sheep Mountain Drill Data 39
      Table 10.5: Sheep Mountain Drill Data Statistics 39
      Table 10.6: Sun-Mc Drill Data 40
      Table10.7: Sun-Mc Drill Data Statistics 41
      Table 10.8: 2011 Drilling Bev Claims 41
      Table 12.1: Comparison of 2009 Drilling to Historic Drilling 47
      Table 13.1: Summary of Column Leach Results 50
      Table 14.1: Total Indicated Mineral Resources 52
      Table 14.2: Congo Total Indicated Mineral Resources 53
      Table 14.3: Sheep Underground Total Indicated Mineral Resources 53
      Table 14.4: Sun-Mc Total Indicated Mineral Resources 54
      Table 15.1: Sheep Mountain Project Probable Mineral Reserves Summary 58
      Table 15.2: Congo Total Probable Mineral Reserves 0.10 GT Cutoff 59
      Table 15.3: Sheep Underground Total Probable Mineral Reserves 0.45 GT Cutoff 59
      Table 15.4: Mineral Cutoff Grade 60
      Table 16.1: Open Pit Mining Fleet 83
      Table 16.2: Underground Mining Fleet 85
      Table 19.1: Uranium Prices 2009 Through 2011 116
      Table 21.1: Production Profile- Preferred Alternative 127
      Table 21.2: Capital Cost Summary Alt. 1; Open Pit and Underground Concurrent Start 128
      Table 21.3: Capital Cost Summary Alt. 2; Open Pit and Underground Concurrent End 128
      Table 21.4: Capital Cost Summary Alt. 3; Open Pit Only 129
      Table 21.5: OPEX Alternative 1 and 2, Open Pit and Underground Mining 132
      Table 21.6: OPEX Alternative 3, Open Pit Mining Only 133
      Table 22.1: Alternative 1- Open Pit and Underground Common Start 136
      Table 22.2: Alternative 2- Open Pit and Underground Common End 136

    3



      Table 22.3: Alternative 3- Open Pit Only 136
      Table 22.4: Alternative 1 Sensitivity- Open Pit and Underground Common Start 137
      Table 22.5: Alternative 2 Sensitivity- Open Pit and Underground Common End 137
      Table 22.6: Alternative 3 Sensitivity- Open Pit Only 137
      Table 22.7: Sensitivity Summary 138
      Table 22.8 – Cash Flow Alternative 1 – Open Pit and Underground Common Start 139
      Table 22.9 – Cash Flow Alternative 2 – Open Pit and Underground Common End 140
      Table 22.10 – Cash Flow Alternative 3 – Open Pit Only 141
      Table 24.1: Comparison of Radiometric Equilibrium Based on Gamma and USAT Logging 144

    Figures

      Figure 1.1: Sheep Mountain Existing Conditions 8
      Figure 1.2: Sheep Mountain During Production 9
      Figure 1.3: Sheep Mountain Reclamation 10
      Figure 4.1: Location Map 19
      Figure 4.2: Sheep Mountain Mine Ownership Map 25
      Figure 4.3: Sheep Mountain Mine Royalty Map 26
      Figure 7.1: Geologic Map 32
      Figure 8.1 Uranium Roll Front in Golden Goose Mine 33
      Figure 8.2: Little Sheep Decline 2011 34
      Figure 10.1: Congo Drillhole Map 42
      Figure 10.2: Sheep Mountain Drillhole Map 43
      Figure 10.3: Sun-Mc Drillhole Map 44
      Figure 16.1: Project Overview 62
      Figure 16.2: Existing McIntosh Pit 64
      Figure 16.3: Congo Pit Annual Pit Sequence 66
      Figure 16.4: Pit 1 67
      Figure 16.5: Pit 2 68
      Figure 16.6: Pit 3 69
      Figure 16.7: Pit 4 70
      Figure 16.8: Pit 5 71
      Figure 16.9: Pit 6 72
      Figure 16.10: Pit 7 73
      Figure 16.11: Pit 8 74
      Figure 16.12: Pit 9 75
      Figure 16.13: Pit 10 76
      Figure 16.14: Pit 11 77
      Figure 16.15: Pit 12 78
      Figure 16.16: Pit 13 79
      Figure 16.17: Pit 14 80
      Figure 16.18: Pit 15 81
      Figure 16.19: Sheep Underground Index 86
      Figure 16.20: Sheep Underground Sequence 87
      Figure 16.21: Sheep Underground Year 1 88
      Figure 16.22: Sheep Underground Year 2 89

    4



      Figure 16.23: Sheep Underground Year 3 90
      Figure 16.24: Sheep Underground Year 4 91
      Figure 16.25: Sheep Underground Year 5 92
      Figure 16.26: Sheep Underground Year 6 93
      Figure 16.27: Sheep Underground Year 7 94
      Figure 16.28: Sheep Underground Year 8 95
      Figure 16.29: Sheep Underground Year 9 96
      Figure 16.30: Sheep Underground Year 10 97
      Figure 16.31: Sheep Underground Year 11 98
      Figure 17.1: Typical Heap Leach Schematic 100
      Figure 17.2: Overall Process Block Flow Diagram 102
      Figure 17.3: Heap Leach Site Layout 105
      Figure 17.4: McIntosh Heap- Lift 1 Sequence 106
      Figure 17.5: McIntosh Heap- Lift 2 Sequence 107
      Figure 17.6: McIntosh Heap- Lift 3 Sequence 108
      Figure 17.7: McIntosh Heap- Lift 4 Sequence 109
      Figure 17.8: McIntosh Heap- Lift 5 Sequence 110
      Figure 17.9: Reconfigured Heap 111
      Figure 17.10: McIntosh Heap Reclamation 112
      Figure 18.1: Existing Infrastructure Map 114
      Figure 21.1: Project Organization Chart 135

    Appendices

    Appendix A – Mineral Resource and Reserve GT Contour Maps

     
  • Appendix A1 – Congo Open Pit
     
  • Appendix A2 – Sheep Underground
     
  • Appendix A3 – Sun Mc Areas

    5


    SECTION 1: SUMMARY

    This Technical Report was prepared for Titan Uranium USA Inc. (Titan), a wholly owned indirect subsidiary of Energy Fuels Inc. (EFR), in compliance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI- 43-101) and in accordance with Canadian Institute Mining (CIM) Best Practice Guidelines for the Estimation of Mineral Resources and Mineral Reserves (CIM standards).

    Note that EFR is in the process of changing the name of Titan Uranium USA Inc. to Energy Fuels Wyoming Inc. As such any reference to Titan in this report or the associated drawings, figures, tables, and conclusions also applies to the entity Energy Fuels Wyoming Inc.

    This report references and updates the “ SHEEP MOUNTAIN URANIUM PROJECT, Fremont County, Wyoming, USA, 43-101 MINERAL RESERVE AND RESOURCE REPORT”, dated April 8, 2010, the “ SHEEP MOUNTAIN MINES, Fremont County, Wyoming, USA, PRE-FEASIBILITY STUDY , dated April 8, 2010, BRS Inc., and the “ SHEEP MOUNTAIN URANIUM PROJECT, Fremont County, Wyoming, USA, 43-101 MINERALRESOURCE REPORT UPDATE”, dated March 1, 2011. These reports were prepared by BRS Inc., of Riverton, Wyoming, on behalf of Titan.

    The following is a brief list of terms and abbreviations used in this report:

    Cy cubic yard
    eU 3 O 8 radiometric equivalent U 3 O 8
    Ft foot or feet
    ft 2 square foot
    THK Thickness
    Grade weight percent
    GT grade thickness product
    Lb pound or pounds
    Ton short ton (2,000 lbs.)
    Tpd tons per day

    Project Overview

    The Sheep Mountain Project includes the Congo Pit, a proposed open pit development, and the reopening of the existing Sheep Underground mine. Although alternatives were considered, the recommended uranium recovery method includes the processing of mined materials via an on-site heap leach facility.

    Permitting and licensing of the project is well advanced. A Plan of Operations was submitted to the Bureau of Land Management (BLM) in June 2011, and the BLM is currently preparing an Environmental Impact Statement (EIS) for the project. There is an existing mine permit for the Sheep Mountain Project held by Titan USA, Mine Permit 381C, which is in good standing with the State of Wyoming, Department of Environmental Quality, Land Quality Division (WDEQ/LQD). Revisions to the Mine Permit and a Source Material License application are being developed and will be submitted to the WDEQ/LQD and the U.S. Nuclear Regulatory Commission (NRC), respectively.

    Mining will be completed by both underground and open pit methods. Mined product from the underground and open pit mine operations will be commingled at the stockpile site located near the underground portal and in close proximity to the pit. At the stockpile the mine product will be sized if needed, blended, and then conveyed via a covered overland conveyor system to the heap leach pad where it will be stacked on a double lined pad for leaching. The primary lixiviant will be sulfuric acid. Concentrated leach solution will be collected by gravity in a double lined collection pond and then transferred to the mineral processing facility for extraction and drying. The final product produced will be a uranium oxide, commonly referred to as yellowcake.

    6


    The project consists of two distinct and independent mining areas, the Congo Open Pit and the Sheep Underground, with common processing on mine material via a heap leach recovery facility. The currently planned mine life of the open pit is 15 years with an additional 5 years allotted for mine closure and reclamation . The currently planned mine life of the underground in 11 years. The heap leach facility is designed to accommodate the mined material from both open pit and underground mine operations over an operating life compatible with the open pit operations.

    Three production alternatives were considered for detailed financial evaluation reflecting variations in overall project scheduling as follows;

    Based on the economic analysis presented in Section 22, each of the mine development alternatives are economically viable. Alternative 1 provides the highest internal rate of return (IRR), the highest net present value (NPV), and the highest average and annual uranium production level. However, Alternative 1 also requires the highest level of initial capital. Alternative 3 has the lowest overall capital requirement but has the lowest average annual and total uranium production and the lowest IRR and the NPV. Alternative 2, or some variation thereof which delays the start of the underground operations with respect to the open pit mine and heap leach facility, is the preferred alternative in that, it has the same lower initial capital requirement as Alternative 3 and the higher average annual and total uranium production as Alternative 1. In addition, Alternative 2 has the practical advantage of staggering some of the initial startup challenges and demands, for example, personnel recruitment and training.

    Depending on the development alternative, production varies from a low of 180,000 tons processed with 366,000 pounds of uranium produced per year during the start of operations of the open pit and heap leach, to a high of 660,000 tons per year processed with approximately 1,500,000 pounds of uranium produced per year at peak production with both the open pit and underground mines in operation. On average the open pit produces 264,000 tons per year containing 608,000 pounds of uranium. Similarly the underground produces an average of 318,000 tons per year containing 841,000 pounds of uranium. Average production from the heap leach and processing facility is estimated to be 1,224,000 pounds of uranium per year.

    The subsequent figures are 3D renderings of the project depicting:

    7


    Figure 1.1 - Sheep Mountain Existing Conditions

    3D RENDERING – NOT TO SCALE

    8


    Figure 1.2 – Sheep Mountain During Production

    3D RENDERING – NOT TO SCALE

    9


    Figure 1.3 – Sheep Mountain Mine Reclamation

    3D RENDERING – NOT TO SCALE

    10


    Project Description and Ownership

    The Sheep Mountain Project is located in portions of Sections 8, 9, 15, 16, 17, 20, 21, 22, 27, 28, 29, 30, 31, 32, and 33, Township 28 North, Range 92 West at approximate Latitude 42º 24’ North and Longitude 107º 49’ West, within the Wyoming Basin physiographic province in the Great Divide Basin at the northern edge of the Great Divide Basin. The project is approximately 8 miles south of Jeffrey City, Wyoming (Refer to Figure 4.1 – Location Map).

    The Sheep Mountain Project is comprised of 179 unpatented mining claims comprising approximately 3,205 acres and approximately 640 acres of State of Wyoming lease (i.e., ML 0-15536 located in Section 16, Township 28 North, Range 92 West). There are approximately 630 acres of private lease lands in Section 20, 29, 31, 32, and 33. Refer to Figure 4.2, Claim Map. The combined land holdings comprise some 4,475 acres. Mineral and surface rights and ownership is fully discussed in Section 4. A mineral title opinion was completed for the project on behalf of Titan and is the basis of the information summarized herein (Harris & Thompson, 2011).

    Titan Uranium Inc. acquired a 50% interest in the property when it acquired Uranium Power Corp (UPC) by a Plan of Arrangement in July 2009. The ownership was subsequently transferred to Titan Uranium Inc.’s wholly-owned subsidiary, Titan Uranium USA (referred herein to as Titan). The remaining 50% interest was purchased from Uranium One Inc. (U1) on October 1, 2009. Subsequently, Energy Fuels Inc. and Titan Uranium Inc. announced that a Certificate of Arrangement giving effect to the Plan of Arrangement between Energy Fuels was issued on February 29, 2012, making, Titan a wholly-owned subsidiary of Energy Fuels.

    Development Status

    A preliminary feasibility study for the project has been completed which includes the preliminary design and sequencing of the open pit and underground mine operations and the heap leach mineral processing facility. Designs and sequencing are inclusive of pre-production, production, and decommissioning and reclamation.

    Capital and operating costs estimates (CAPEX and OPEX) have been completed and are in current (2012) US dollars.

    Telephone, electric and natural gas service has been established to the proposed plant site. In addition, electric service and a waterline have been extended via a Right of Way (ROW) issued by the BLM in 2011 to the Sheep I and II shafts. Water rights held by Titan are adequate for planned operations. Publicly maintained access roads exist to within one mile of the project. Private access roads from past operations are established throughout the project area.

    Regulatory Status

    The Sheep Mountain Project includes the proposed Congo Open Pit, the re-opening of the existing Sheep Underground Mine and the Heap Leach processing of the mined product to produce yellowcake. Permitting and licensing of the project is well advanced including:

    11


    Geology and Mineralization

    Within the Sheep Mountain Project area, uranium mineralization is contained in the lower to middle Eocene Battle Spring Formation. The Battle Spring Formation, consisting of upper and lower members (designated the “A” for the lower and “B” for the upper), is a fluvial deposit. Mineralization is hosted by the Battle Spring Formation and has been described extensively since the 1960s and has been termed a ‘Wyoming Roll Front System’. These deposits are often organic-rich, fine grained lenses in tabular, or “roll front”, configurations. The uranium mineralization occurs primarily in the lower member of the Battle Spring Formation (Stephens, 1974).

    Exploration and Drilling Status

    While mineralization was originally discovered by aerial and ground radiometric surveys completed in the early 1950’s, exploration since that time has been dominantly by drilling. Drill data from approximately 4,000 drill holes were utilized in this study. While the majority of the drilling is of a historic nature, Titan has the original geophysical and lithologic logs for most of the historic drill holes. This data was reviewed and validated. In addition, 159 new drill holes have been completed on the project since 2005 to confirm and extend known mineralization and to delineate areas for mine planning.

    Mineral resource and reserve estimates for the Sheep Mountain Project are based on radiometric data. As discussed in this report, available data indicates that variations in radiometric equilibrium are local in their effect, which impacts the mining grade control program but does not appreciably affect the overall mineral resources or reserves.

    Mineral Resources and Reserves

    The Mineral Resources and Reserves estimates presented herein have been completed in accordance with CIM Standards and NI 43-101.

    Based on the drill density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, a review of historic mining with respect to current resource projections, and verification drilling, the Mineral Resource estimate herein meets CIM criteria as an Indicated Mineral Resource. A summary of total mineral resource is provided in the following table. Detailed information relative to mineral resources is provided in Section 14 of this report.

    12


    Table 1.1 - Indicated Mineral Resource*

    Sheep Underground GT Cutoff** >0.30
      Pounds eU 3 O 8   13,245,000
      Tons 5,640,000
      Avg Grade % eU 3 O 8   0.117
    Congo Pit Area GT Cutoff** >0.10
      Pounds eU 3 O 8   15,040,000
      Tons 6,176,000
      Avg Grade % eU 3 O 8   0.122
    Sun-Mc GT Cutoff** >0.10
      Pounds eU 3 O 8 2,000,000
      Tons 1,080,000
      Avg Grade % eU 3 O 8 0.093
    Total Indicated Mineral Resource GT Cutoff As Above
      Pounds eU 3 O 8 30,285,000
      Tons 12,895,000
      Avg Grade % eU 3 O 8 0.117

    *numbers rounded
    **GT cutoff: Open Pit GT 0.10 (2 feet of 0.05 %eU 3 O 8 ); Underground GT 0.30 (2 feet of 0.05 %eU 3 O 8 )

    The following Mineral Reserves are fully included in the total Mineral Resources. The Probable Mineral Reserve for the Sheep Mountain Project, including both open pit and underground projected mining areas, is that portion of the indicated mineral resource that is included in current mine designs and is considered economic under current cost and market conditions. The Mineral Reserve estimates presented herein have been completed in accordance with CIM Standards and NI 43-101. A summary of the total Mineral Reserve estimate is provided in Table 1.2 which follows. Detailed information relative to Probable Mineral Reserves is provided in Section 15 of this report.

    Table 1.2 - Probable Mineral Reserves


    Area
    GT
    Minimum**
    Pounds
    eU 3 O 8

    Tons
    Average Grade
    %eU 3 O 8
    Open Pit 0.10 9,117,000* 3,955,000* 0.115
    Underground 0.45 9,248,000* 3,498,000* 0.132
    Total   18,365,000* 7,453,000* 0.123

    *numbers rounded
    **GT cutoff: Open Pit GT 0.10 (2 feet of 0.05 %eU 3 O 8 ); Underground GT 0.30 (2 feet of 0.075 %eU 3 O 8 )

    Capital and Operating Costs

    The preferred alternative for the development of the Sheep Mountain Project is an open pit and underground conventional mine operation with on-site mineral processing featuring an acid heap leach and solvent extraction recovery facility. The preferred alternative begins the operation with the open pit and heap leach facility and brings the underground mine into production some 5 years later such that the forecasted end of mining for both the open pit and underground coincide.

    Estimated (OPEX) is summarized in Table 1.3, as follows:

    13


    Table 1.3 - OPEX – Preferred Alternative

    (current US dollars x 1,000)


    Life of Mine
    OPEX
    Cost Per Ton
    Mined
    Cost Per
    Lb Mined
    Cost Per Lb
    Recovered
    Total Surface Mine
    (3,955,000 tons, 9,117,000 lbs)

    $ 110,403

    $ 27.91

    $ 12.11

    $ 13.26
    Total Underground Mine
    (3,498,000 tons, 9,248,000 lbs)

    $ 202,145

    $ 57.79

    $ 21.86

    $ 23.65
    Blended Mining Costs*
    (7,435,000 tons, 18,365,000 lbs)

    $ 312,548

    $ 41.93

    $ 17.02

    $ 18.52
    Total Reclamation and Closure $ 11,840 $ 1.59 $ 0.64 $ 0.70
    Total Heap Leach $ 107,229 $ 14.39 $ 5.84 $ 6.35
    Reclamation Bond Mine and Heap $ 7,140 $ 0.96 $ 0.39 $ 0.42
    Total Taxes and Royalties $ 106,639 $ 14.31 $ 5.81 $ 6.32
             
    TOTAL DIRECT COSTS $ 545,396 $ 73.18 $ 29.70 $ 32.31

    *Blended mine costs represent the weighted average of open pit and underground mines. Surface and underground mine costs are shown for information but are not additive to the total cost.

    Estimated CAPEX is summarized in Table 1.4, as follows:

    Table 1.4 – CAPEX - Capital Expenditures (Alternative 2)

    (current US dollars x 1,000)



    Contingency
    Initial
    Capital

    Years 2-20

    Life of Mine
    Permitting (NRC, BLM, and WDEQ) $ 4,328 $ 4,328
    Pre-Development Mine Design   $ 1,200   $ 1,200
       OP Mine Equipment 15% $ 14,301   $ 14,301
       UG Mine Equipment 15-30%        $ 61,601 $ 61,601
       Office, Shop, Dry, and support 15% $ 3,166   $ 3,166
    Mineral Processing 25% $ 37,803   $ 37,803
    TOTAL CAPITAL EXPENDITURES $ 60,798 $ 61,601 $ 122,399
    COST PER POUND RECOVERED $7.01

    Economic Analysis

    The financial evaluation for the preferred alternative represents constant US dollars (2012) and an average sales price of US $65.00 per pound of uranium oxide. All costs are forward looking and do not include any previous project expenditures or sunk costs. Operating costs include all direct taxes and royalties but do not include US Federal Income Tax. Table 1.5 provides the Internal Rate of Return (IRR) for the alternatives evaluated and the calculated Net Present Value (NPV) at a range of discount rates.

    14


    Table 1.5 – Economic Analysis

    (current US dollars x 1,000)

    Alternative 1 - Open Pit and Underground Common Start of Mining
    IRR 42%
    NPV 5% $ 248,926
    NPV 7% $ 200,606
    NPV 10% $ 145,763
    NPV 15% $ 86,103
    Preferred Alternative 2 - Open Pit and Underground Common End of Mining
    IRR 35%
    NPV 5% $ 224,378
    NPV 7% $ 173,548
    NPV 10% $ 118,490
    NPV 15% $ 62,733
    Alternative 3 - Open Pit Only
    IRR 33%
    NPV 5% $ 121,818
    NPV 7% $ 96,062
    NPV 10% $ 67,253
    NPV 15% $ 36,668

    Conclusions

    Each of the mine development alternatives are economically viable based on the cost and price estimates as discussed in this report. The preferred alternative for the development of the Sheep Mountain Project is an open pit and underground conventional mine operation with on-site mineral processing featuring an acid heap leach and solvent extraction recovery facility, Alternatives 1 and 2. The preferred schedule, Alternative 2, begins the operation with the open pit and heap leach facility and brings the underground mine into operation up 5 years later such that the forecasted end of mining for both the open pit and underground coincide. This approach defers a substantial amount of initial capital and allows for a gradual startup of site activities while maximizing resource recovery. Having the end of mining coincide for both operations optimizes the fixed costs of personnel and facilities.

    The technical risks related to the project are low as the mining and recovery methods are proven. The mining methods recommended have been employed successfully at the project in the past. Successful uranium recovery from the mineralized material at Sheep Mountain and similar areas such as the Gas Hills has been demonstrated via both conventional milling and heap leach recovery.

    Risks related to permitting and licensing the project are low as the project is a brown-field development located in a state which tends to favor mining and industrial development. The project has been well received locally and will also provide substantial revenues to both Fremont County and the State of Wyoming in addition to providing long term employment for the region. The project development is timed well with respect to the market and substantial increases in financial return may be realized in what is being forecast as a rising market.

    15


    The author is not aware of any other specific risks or uncertainties that might significantly affect the mineral resource and reserve estimates or the consequent economic analysis.

    Estimation of costs and uranium price for the purposes of the economic analysis over the life of mine is by its nature forward-looking and subject to various risks and uncertainties. No forward-looking statement can be guaranteed and actual future results may vary materially.

    Recommendations

    The following recommendations related to potential improvement and/or advancement of the project. The first recommendation relates to completing the licensing and permitting process. It is the author’s opinion that without the conditions of the permits and licenses known a development decision cannot be made. The second recommendation is to investigate alternative mining techniques which if successful will reduce operating costs and improve the safety of the operations. The final recommendations relate to areas which have the potential to increase mineral resource and/or reserves in accordance with NI 43-101.

    1.

    Through 2014, Titan has estimated cost related to permitting the mine and mineral processing operations with the State of Wyoming, US BLM , and US NRC to be in excess of 4.3 million dollars. The author concurs with this estimate. This is the single most important item in moving the project forward.

       
    2.

    It is the author’s opinion that there is significant promise in the development of alternative underground mining methods. Current CAPEX and OPEX are based on traditional drill and blast methods which are highly labor and capital intensive. The general areas for significant improvement of the underground operations would include:

     
  •  
  • Hydraulic Mining – Based on limited testwork in the existing Sheep decline, the host formation appears amenable to this method and further testing is recommended. This could improve costs and safety of operations and would be applicable at least to the development decline and development drifts which are not in mineralized material. With proper control of solutions it may also be applicable for work in mineralized zones.

     
  •  
  • Mechanical Upgrading – Some testing has been completed using both the ablation methodology which in being developed in Casper, Wyoming and attrition scrubbing which is a proven commercial technique. Both methods have promise as they could operate underground and return 80% or more of the total mined volume as backfill in the mine while shipping a concentrated product to the surface for mineral processing.

     
  •  
  • The budgetary estimate to investigate both alternatives is $500,000.


    3.

    Although the current project has significant mineral resources and reserves, there are two areas with potentially significant resources which have not been fully evaluated.

     
  •  
  • A mineral resource estimate has been completed for the Sun Mc area but no mine design efforts have been made to date. The budgetary estimate for preliminary mine design is $100,000.

     
  •  
  • The Bev claims have known historic mineral resources and confirmatory drilling completed in 2011 verified the mineralization. However, a mineral resource estimate in accordance with NI 43-101, for this area, has not been completed and is not included in the current mineral resource estimate. The budgetary estimate for mineral resource estimation is $50,000. Once the mineral resource estimate has been completed, preliminary mine planning should be completed. The budgetary estimate for preliminary mine design is $100,000.

    16


    SECTION 2: INTRODUCTION

    This Technical Report was prepared for Titan Uranium USA Inc. (Titan), a wholly owned indirect subsidiary of Energy Fuels Inc. (EFR), in compliance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI- 43-101) and in accordance with Canadian Institute Mining (CIM) Best Practice Guidelines for the Estimation of Mineral Resources and Mineral Reserves (CIM standards).

    This report references and updates the “ SHEEP MOUNTAIN URANIUM PROJECT, Fremont County, Wyoming, USA, 43-101 MINERAL RESERVE AND RESOURCE REPORT”, dated April 8, 2010, the “ SHEEP MOUNTAIN MINES, Fremont County, Wyoming, USA, PRE-FEASIBILITY STUDY , dated April 8, 2010, BRS Inc. (BRS), and the “ SHEEP MOUNTAIN URANIUM PROJECT, Fremont County, Wyoming, USA, 43-101 MINERALRESOURCE REPORT UPDATE”, dated March 1, 2011. These reports were prepared by BRS, of Riverton, Wyoming, on behalf of Titan.

    Principal technical documents, files, and reports used in the preparation of this report are provided in Section 27.

    The following is a brief list of terms and abbreviations used in this report:

    Cy cubic yard
    eU 3 O 8 radiometric equivalent U 3 O 8
    Ft foot or feet
    ft 2 square foot
    THK Thickness
    Grade weight percent
    GT grade thickness product
    Lb pound or pounds
    Ton short ton (2,000 lbs.)
    Tpd tons per day

    The lead author of this report, Mr. Beahm, is both a Professional Geologist and a Professional Engineer licensed in Wyoming, and a Registered Member of the US Society of Mining Engineers (SME). He is independent of EFR, using the test set out in Section 1.5 of National Instrument 43-101. Mr. Beahm is experienced with uranium exploration, development, and mining including past employment with the Homestake Mining Company, Union Carbide Mining and Metals Division, and AGIP Mining USA. As a consultant and principal engineer of BRS, Inc., Mr. Beahm has provided geological and engineering services relative to the development of mining and reclamation plans for uranium projects in Wyoming, Utah, Colorado, Arizona, and Oregon, as well as numerous mineral resource and economic feasibility evaluations. This experience spans a period of thirty-eight years dating back to 1974. Mr. Beahm has direct work experience within the Crooks Gap/Green Mountain District and the adjoining Gas Hills District.

    BRS was retained to provide professional engineering, geological, and environmental permitting services for the Sheep Mountain Project by Titan began in September, 2009. The lead author of this report, Mr. Beahm was at the site 9 days in 2009, 23 days in 2010, and 19 days in 2011. BRS, under Mr. Beahm’s direction, assisted in the planning and execution of the Titan drilling programs in 2009, 2010, and 2011 and was directly involved in supervision of drilling, logging and recordation of samples, selection of mineralized material samples for testing, and delivery of mineralized material samples for analysis. BRS has also played a leading role in the project design and permitting. Mr. Beahm’s most recent visit to the site was October 25, 2011 at which time he conducted a site tour with representatives of the USNRC, USBLM, Wyoming DEQ, and members of the public as part of the pre-application audit of the draft Source Materials License prepared for the project.

    17


    SECTION 3: RELIANCE ON OTHER EXPERTS

    The author has relied on the accuracy of the historical and new data as itemized in Section 4 and the various project reports as referenced in Section 23 of this report. To the extent practical such data and reports have been independently verified. The author considers the data utilized in this report to be accurate and reliable for the purposes of completing a mineral resource and reserve estimate for the property

    The location of the unpatented mining lode claims and the state mineral leases, shown on Figure 4.2, which form the basis of the mineral holdings, was in part provided by Titan and was relied upon as defining the mineral holdings of Titan in the development of this report. To the extent practical such information has been independently verified.

    Principal technical documents, files, and reports used in the preparation of this report are provided in Section 27.

    18


    SECTION 4: PROPERTY DESCRIPTION AND LOCATION

    The Sheep Mountain Project is located in portions of Sections 8, 9, 15, 16, 17, 20, 21, 22, 27, 28, 29, 30, 31, 32, and 33, Township 28 North, Range 92 West at approximate Latitude 42º 24’ North and Longitude 107º 49’ West, within the Wyoming Basin physiographic province in the Great Divide Basin at the northern edge of the Great Divide Basin. The project is approximately 8 miles south of Jeffrey City, Wyoming. (Refer to Figure 4.1 – Location Map).

    Figure 4.1 - Location Map

    (RPA, 2006)

    19


    Description of Mineral Holdings

    Figure 4.2, represents the approximate location of unpatented mining lode claims and state leases held by Titan. In addition, copies of location certificates and filings for unpatented mining lode were provided by Titan. Said data and mapping was reviewed and found to be complete. The Sheep Mountain Project is comprised of 179 unpatented mining claims comprising approximately 3,205 acres and approximately 640 acres of State of Wyoming lease (ML 0-15536 located in Section 16, Township 28 North, Range 92 West). There are approximately 630 acres of private lease lands in Section 20, 29, 31, 32, and 33 (refer to Figure 4.2, Claim Map). The combination of the land holdings comprises some 4,475 acres and gives Titan the mineral rights to the resources as defined in the Congo Pit and Sheep Underground mine areas.

    A mineral title opinion was completed for the project on behalf of Titan and is the basis of the information summarized herein (Harris & Thompson, 2011)

    To maintain these mineral rights, Titan must comply with the state lease provisions including annual payments with respect to the State of Wyoming leases; private leases; BLM and Fremont County, as well as Wyoming filing and/or annual payment requirements to maintain the validity of the unpatented mining lode claims as follows:

      Township 28 North, Range 92 West, 6th PM:
      Section 20: S½SW¼
      Section 29: NW¼, SW¼SW¼
      Section 30: SE¼NE¼, E½SE¼
      Section 31: E½NE¼
      Section 32: E½NE¼
      Section 33: S½NW¼

    20


    Royalties

    The project is subject to an overall sliding scale royalty of 1 to 4% due to Western Nuclear, based on the Nuclear Exchange Corporation (“NUEXCO”) Exchange Value. This royalty is currently at its maximum rate of 4%. Figure 4.3, shows the current mining claims with shading indicating the location of various royalty owners. A summary of additional royalties follow (Harris & Thompson, 2012).

    Surface Rights

    Titan Uranium USA Inc. (now Energy Fuels Wyoming Inc.) holds the surface rights to the following lands through that certain Surface Owner’s Agreement dated January 27, 1970 by and between Bessie McIntosh, Phyllis DeWalt, William McIntosh, and John McIntosh (as Grantors) and Western Nuclear Inc. (as Grantee). The Surface Owner’s Agreement was amended on April 14, 1981 by an Amendment of Surface Owner’s Agreement between William and Jennifer McIntosh (as successors to Grantors above) and Western Nuclear Inc. The Surface Owner’s Agreement was ratified by a “Ratification of Surface Owner's Agreement" on April 16, 2007 by Ellen Fox (as heir of William McIntosh) and US Energy (as successor to Western Nuclear) (ref. examination of the described documents):

    Township 28 North, Range 92 West of the 6th P.M.:

      Section 20: S½SW¼
      Section 29: W½, S½SE¼, S½N½SE¼
      Section 32: N½NW¼, SE¼NW¼, NE¼
      Section 33: NW¼NW¼, S½NW¼, N½SW¼

    21


    Claims:

     

    McThomas 1

    Paula 1

    Snoball 1

    Trey 5

     

    McThomas 8

    Paula 2

    Snoball 2

    Trey 6

     

    McThomas 9

    Paula 3

    Snoball 3

    Trey 8

     

    McThomas 10

    Paula 4

    Snoball 5

     

     

    McThomas 11

    Paula 5

    Snoball 6

     

     

    Susan James 1

    Paula 6

    Snoball 7

     

     

    Christie 1

    Paula 9

    Snoball 8

     

     

    Sun 1

    Paula 11

    Snoball 12

     

     

    Sun 2

    Paula 12

    Snoball 13

     

     

    Zeb 11

     

     

     

    Titan Uranium USA Inc. (Energy Fuels Wyoming Inc.) specifically leases the minerals (and exclusive right to enter on the lands to develop the minerals) to following lands from Ellen Fox and Jennifer Jammerman McIntosh, under that certain Mining Lease dated November 20, 1970 by and between McIntosh Cattle Company (as Lessor) and Western Nuclear Inc. (as Lessee). This lease was ratified on April 16, 2007 by Ellen Fox and Jennifer Jammerman McIntosh (as successors in interest to McIntosh Cattle Company) and US energy (as successor in interest to Western Nuclear, Inc.) (ref. examination of the described documents):

    Township 28 North, Range 92 West of the 6th P.M.:

      Section 20: S½SW¼
      Section 29: W½, S½SE¼, S½N½SE¼
      Section 32: N½NW¼, SE¼NW¼, NE¼
      Section 33: NW¼NW¼, S½NW¼, N½SW¼

    Titan Uranium USA Inc. (Energy Fuels Wyoming Inc.) also owns the following described lands acquired under a transaction with Ellen Fox on February 22, 2012 (ref. examination of the described documents):

    Township 28 North, Range 92 West, 6th P.M.:

      Section 28: SW¼SW¼
      Section 29: SE¼, E½SW¼, NW¼SW¼

    Surface Rights to ML 0-15536:

    Under the terms of the State Lease, the lessee is given the exclusive right and privilege to prospect, mine, extract, and remove any deposits, together with the right to construct and maintain all works, buildings, plants, waterways, roads, communication lines, power lines, tipples, hoists, or other structures and appurtenances necessary for the full enjoyment thereof. A detailed description of the allowable workings is included in the state Lease, including both underground and surface extraction. (ref. examination of the State Lease)

    No other surface rights are need for the planned operations. No risk factors are known affecting access or mineral title.

    22


    Chain of Title

    Titan Uranium Inc. acquired a 50% interest in the property when it acquired Uranium Power Corp (UPC) by a Plan of Arrangement in July 2009. The ownership was subsequently transferred to Titan Uranium Inc.’s wholly-owned subsidiary, Titan Uranium USA (referred herein to as Titan). The remaining 50% interest was purchased from Uranium One Inc. (U1) on October 1, 2009, with the following terms:

      1.

    An initial cash payment of US$750,000 for U1’s 50% interest in Sheep Mountain;

      2.

    A payment of US$2,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds US$65.00 per pound within three years of the closing date, payable within six months;

      3.

    A further payment of US$4,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds US$85.00 per pound within three years of the closing date, payable within twelve months;

    Payment of US$1,000,000 under Item 2, above, was made in 2011. An additional payment to U1 of US$1,000,000 is due on July 31, 2012. Titan is negotiating with U1 to defer this payment until after the Project begins production which is anticipated as the 2 nd quarter, 2015. The additional payment, under Item 3 above, will not become due unless the spot price of uranium reaches US$85.00 per pound by the end of September, 2012. This was considered unlikely by the author given current market projections and was not included as a cost in the current preliminary feasibility study.

    Subsequently, Energy Fuels Inc. and Titan Uranium Inc. announced that a Certificate of Arrangement giving effect to the Plan of Arrangement between Energy Fuels was issued on February 29, 2012, making, Titan a wholly-owned subsidiary of Energy Fuels. Under the Arrangement, Energy Fuels issued an aggregate of 89,063,997 common shares in exchange for all of the 130,976,467 issued and outstanding common shares of Titan, on the basis of 0.68 of an Energy Fuels common share for each whole Titan common share. In addition, up to 14,926,881 common shares of Energy Fuels are reserved for issuance upon exercise of warrants previously issued by Titan.

    Permits Required

    A Plan of Operation (“PO”) was submitted and has been accepted as complete by the U.S. Bureau of Land Management (“BLM”), and preparation of an Environmental Impact Statement (“EIS”) is underway with completion anticipated for mid-2013. The Company plans to submit a revision of its existing Mine Permit 381C to the Wyoming Department of Environmental Quality (“WDEQ”) in mid-2012, a draft of which is currently under review by WDEQ. The permit revision will address improvements to the mine plan, including the proposed uranium recovery facility.

    Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is at an advanced stage of development. This license will allow the Company to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The Company plans to submit the license application in mid-2012. The subsequent review and approval process for this license by NRC is anticipated to take approximately 24 months.

    23


    Description of all Environmental Liabilities to Which the Property is Subject:

    Titan Uranium USA Inc. (Energy Fuels Wyoming Inc.) is subject to liabilities for mine and exploration reclamation at the Sheep Mountain Project. The Company maintains four (4) bonds with the State of Wyoming in the total amount of $1,967,240.00 US as security for these liabilities. The company files annual reports with the State of Wyoming, and the amount of the bonds may be adjusted annually to endure sufficient surety is in place to cover the full cost of reclamation.

    Taxes

    Uranium mining in Wyoming is subject to both a gross products (county) and mineral severance tax (state). At the federal level: aggregate corporate profit from mining ventures is taxable at corporate income tax rates, i.e. individual mining projects are not assessed federal income tax but rather the corporate entity is assessed as a whole. For mineral properties: depletion tax credits are available on a cost or percentage basis whichever is greater. The percentage depletion tax credit for uranium is 22%, among the highest for mineral commodities, IRS Pub. 535.

    24






    SECTION 5: ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

    The Sheep Mountain Project is located at approximate Latitude 42º 24’ North and Longitude 107º 49’ West, within the Wyoming Basin physiographic province in the Great Divide Basin at the northern edge of the Great Divide Basin. The project is approximately 8 miles south of Jeffrey City, Wyoming the nearest population center. The nearest commercial airport is located in Riverton, Wyoming approximately 56 miles from Jeffrey City on a paved, two-lane, state highway. The project is accessible via 2-wheel drive on existing county and two-track roads, as follows: Proceed south from Jeffrey City on the Crooks Gap/Wamsutter Road, County Road 23, towards Crooks Gap, approximately 7.2 miles; then proceed easterly on titan’s private road approximately 1 mile to the site.

    Physiography and Climate

    Historic climate records were available through a National Weather Service cooperative station until 2005. The Sheep Mountain Project falls within the intermountain semi-desert weather province. The following is a summary of the climatic conditions.

    Table 5.1 -JEFFREY CITY, WYOMING (484925) - Monthly Climate Summary

    Period of Record : 4/10/1964 to 12/31/2005

      Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Annual
    Average Max. Temperature (F) 31.1 34.0 43.5 54.7 64.5 75.1 84.9 82.8 71.8 59.4 40.1 31.1 56.1
    Average Min. Temperature (F) 9.1 10.3 18.5 26.4 34.8 42.5 49.2 48.1 38.2 28.7 16.6 9.5 27.7
    Average Total Precipitation (in.) 0.36 0.42 0.79 1.28 2.04 1.07 0.89 0.64 0.78 0.83 0.62 0.40 10.12
    Average Total Snow Fall (in.) 5.1 6.6 8.3 9.7 4.0 0.3 0.0 0.0 1.1 5.4 9.7 6.2 56.5
    Average Snow Depth (in.) 2 2 1 0 0 0 0 0 0 0 1 2 1

    Titan has established an on-site remote weather station and has recorded temperature, precipitation (rain and snow), barometric pressure, and wind speed since August, 2010.

    Topography consists of rounded hills with moderate to steep slopes. Elevations range from 6,600 ft. up to 8,000 ft. above sea level. The ground is sparsely vegetated with sage and grasses with occasional small to medium sized pine trees at the higher elevations.

    Past mining and mineral processing operations at the site and within the general area were conducted on a year-round basis. Current planning includes year-round operations.

    27


    Infrastructure

    Telephone, electric and natural gas service adequate for planned mine and mineral processing operations has been established to the proposed plant site. In addition, electric service and a waterline have been extended via a Right of Way (ROW) issued by the BLM in 2011 to both the Sheep 1 and 2 shafts. Adequate water rights are held by Titan for planned mining and mineral processing operations but need to be updated with the Wyoming State Engineer with respect to type of industrial use, points of diversion, and points of use. Further discussion of infrastructure is provided in Section 18.

    All planned mining, mineral processing, and related activities are located within the existing Mine Permit 381C which is held by Titan.These lands are adequate for all planned mining operations including the disposal of mine wastes. The heap leach facility, including the double lined pad, has adequate capacity to process the Mineral Reserves as described in this report. The mineral processing waste or tailings will be decommissioned and reclaimed in place. As for the operational phases of the project, the mineral processing facility has been designed to accommodate the volume of waste and/or tailings generated by the operation over the planned mine life.

    Personnel requirements for the planned operation are addressed in Section 21 of this report. The majority of the personnel can be recruited locally with some skilled and staff positions recruited regionally.

    28


    SECTION 6: HISTORY

    Uranium was first discovered in the Crooks Gap district, which includes the Sheep Mountain area, in 1953 (Bendix, 1982). While the original discoveries were aided by aerial and ground radiometric surveys exploration activities were primarily related to drilling and exploratory trenching. Three companies dominated the district by the mid-1950s: Western Nuclear Corporation (WNC), Phelps Dodge (PD) and Continental Uranium Corporation (CU). WNC built the Split Rock Mill at Jeffrey City in 1957 and initiated production from the Paydirt pit in 1961, Golden Goose 1 in 1966 and Golden Goose 2 in 1970. PD was the principal shareholder and operator of the Green Mountain Uranium Corporation’s Ravine Mine which began production in 1956. CU developed the Seismic Pit in 1956, the Seismic Mine in 1957, the Reserve Mine in 1961 and the Congo Decline in 1968. In 1967 CU acquired the PD properties and in 1972 WNC acquired all of CU’s Crooks Gap holdings. During the mid-1970s PD acquired an interest in WNC which began work on Sheep Mountain I in 1974, the McIntosh Pit in 1975, and Sheep Mountain II in 1976. WNC ceased production from the area in 1982. WNC production from the Sheep Mountain I is reported to be 312,701 tons at 0.107%U 3 O 8 .

    Subsequent to closure of the Sheep Mountain I by WNC, during April to September, 1987, Pathfinder Mines Corp. (PMC) mined a reported 12,959 tons, containing 39,898 pounds of uranium at an average grade of 0.154 U 3 O 8 from Sheep Mountain I, (PMC, 1987). U.S. Energy-Crested Corp (USECC) acquired the properties from WNC in 1988 and during May to October, 1988 USECC mined 23,000 tons from Sheep Mountain I, recovering 100,000 lbs of uranium for a mill head grade of 0.216%U 3 O 8 (WGM, 1999). The material was treated at PMC’s Shirley Basin mill, 130 miles east of the mine. The Sheep underground mine was allowed to flood in 2000 (USECC, 2000).

    In December 2004, Uranium Power Corp (UPC) (then known as Bell Coast Capital) entered into a Purchase and Sales Agreement with USECC to acquire a 50% interest in the Sheep Mountain property. The acquisition was completed in late 2007 with aggregate payments to USECC of $7.05 million and the issuance of 4 million common shares to USECC. USECC sold all of its uranium assets, including its 50% interest in Sheep Mountain, to Uranium One Ventures (USA) Inc. (U1) in April 2007.

    Titan Uranium Inc (Titan) acquired UPC’s 50% interest in the property when it acquired UPC by a Plan of Arrangement in July 2009. The ownership was subsequently transferred to Titan’s wholly-owned subsidiary, Titan Uranium USA. Subsequently on February 29, 2012, Energy Fuels Inc. acquired Titan Uranium Inc. through a Plan of Arrangement and Titan is now a wholly-owned subsidiary of Energy Fuels.

    Historic reports by Pathfinder Mines, Western Nuclear, and others show that properties within the current Sheep Mountain project boundary were operated as underground and open pit mines at various times in the 1970's and 1980's. There were 5,063,813 tons of ore mined and milled, yielding 17,385,116 pounds of uranium at an average grade of 0.17% U 3 O 8 . Mining was suspended in 1988 and the mine has been in care and maintenance since that time (USECC, 1990).

    29


    SECTION 7: GEOLOGICAL SETTING AND MINERALIZATION

    Geologic Setting

    Surface geology and regional geologic cross sections are shown on Figure 7.1 from Stephens, 1955. Within the project area surficial geologic exposures include:

    The Battle Spring is Eocene in age. Prior to deposition of the Battle Spring Formation and subsequent younger Tertiary formations- including the White River and Split Rock Formations- underlying Paleocene, Cretaceous, and older formations were deformed during the Laramide Orogeny. During the Laramide Orogeny, faults, including the Emigrant Thrust Fault at the northern end of the project area, were active and displaced sediments by over 20,000 feet (Rackely, 1975). Coincident with this mountain building event Paleocene and older formations were folded in a series of en echelon anticlines and synclines, generally trending from southeast to northwest.

    The Battle Spring Formation was deposited unconformably on an erosional landscape influenced by these pre-depositional features. Initial stream channels transporting clastic sediments from the Granite Mountains formed in the synclinal valleys. With continued erosion of the Granite Mountains and deposition of sediments into the surrounding basins, the pre-tertiary surface was buried successively by the Battle Spring, White River, and Split Rock formations. The formations once blanketed the entire area. Subsequently, the Granite Mountains collapsed forming a series of normal faults including the Kirk Normal Fault at the northern end of the project.

    Within the project area the Battle Spring Formation only limited faulting has been observed and, where present, displacement is minor. The largest reported displacement from the historic mining is four feet. The Battle Spring is folded with a series of southeast plunging anticline/syncline features. Folding is reported to be more extensive in the lower Battle Spring or A Member than in the upper or B Member. The nature of the folding and faulting in the Battle Spring suggests that it was either contemporaneous with deposition of the sediments or occurred shortly after deposition. Post-Miocene erosion has exhumed portions of the Granite Mountains regionally and has exposed the Battle Spring Formation at the project.

    The geologic setting of the project is important in that it controlled uranium mineralization by focusing the movement of the ground waters which emplaced the uranium into the stream channels which had developed on the pre-tertiary landscape. In a similar manner, the geologic setting influences the present ground water system. Ground water flow is from the north-northeast to the south-southwest. Ground water flow in the Battle Spring at the site is isolated in the subsurface from the local surface drainages, Crooks Creek to the west, and Sheep Creek to the east. In addition, the recharge area for the ground water system is limited which will in turn limit dewatering requirements.

    30


    As shown on Figure 7.1, the Battle Spring Formation and associated mineralization at Sheep Mountain is bounded to the east by the western flank of the Sheep Mountain Syncline and to the west by the Spring Creek Anticline. To the north the system is cutoff by erosion. To the south the Battle Spring is continues into the northern portions of the Great Divide Basin. In cross section (Figure 7.1), the Battle Spring Formation within the project area is underlain and bounded on three sides by the Fort Union and/or Cody Shale in areas where the Fort Union was removed by erosion prior to deposition of the Battle Spring.

    Mineralization occurs throughout the lower A Member of the Battle Spring Formation and is locally up to 1,500 feet thick. The upper B Member is present only in portions of the project and may be up to 500 feet thick. The A Member of the Battle Spring is folded as shown on Figure 7.1. The folding is considered to have focused mineralization in the troughs of the synclines (Stephens, 1974).

    Although arkosic sandstone is the preferred host, uranium has been extracted from all lithologies. Grade and thickness are extremely variable depending on whether the samples are taken from the nose or the tails of a roll front. Typically the deposits range from 50 feet to 200 feet along strike, 5 feet to 8 feet in height, and 20 feet to 100 feet in width. Deposits in the Sheep Mountain area occur in stacked horizons from 7,127 feet elevation down to 6,050 feet elevation (Stephens, 1964).

    Mineral resource and reserve estimates for the Sheep Mountain Project are based on radiometric data. As discussed in Section 14 of this report, available data indicates that variations in radiometric equlibrium are local in their affect which impacts the mining grade control program, but does not appreciably affect the overall mineral resources or reserves.

    Mineralization is known to exist at numerous locations throughout the project. Mineral resource and reserve estimates in this report are limited to:

      1.

    the Congo open pit area for which mine designs have been completed

      2.

    the Sheep underground area for which mine design have been completed, and

      3.

    the Sun Mc area for which mine plans have yet to be defined.

    Additional areas of known historic mineral resources are discussed but are not included in the mineral resource and reserve estimates, however, mineral resource estimates in accordance with NI 43-101 hav e not be completed in these areas.

    31




    SECTION 8: DEPOSIT TYPES

    Most of the minralization in the Crooks Gap district occurs in roll-front deposits (Bendix, 1982). Roll fronts have an erratic linear distribution but are usually concordant with the bedding. Deposits have been discovered from the surface down to a depth of 1,500 ft (Stephens, 1964). The two major uranium minerals are uranophane and autunite. Exploration drilling indicates that the deeper roll-type deposits are concentrated in synclinal troughs in the lower Battle Spring Formation. Three possible sources for uranium have been suggested: post-Eocene tuffaceous sediments, leached Battle Spring arkoses, and Precambrian granites (Granite Mountains).

    Structural controls of uranium occurrences along roll fronts include carbonaceous siltstone beds that provide a local reducing environment for precipitation of uranium-bearin ng minerals, and abrupt changes in permeability along faults, where impermeable gouge is in contact with permeable sandstones (Stephens, 1964). Uranium has also been localized along the edges of stream channels and at contacts with carbonaceous shales (Bendix, 1982).

    Further documentation of the type of mineralization can be found in the literature as with this historic photo of a uranium roll front in the Golden Goose Mine (Bailey, 1969).

    Figure 8.1 – Uranium Roll Front in Golden Goose Mine

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    The author concurs with the forgoing summary as to the deposit type, based upon his site work and interpretation of drill data, as well as, site observations of exp posures of alteration and mineralization in the McIntosh open pit and the Sheep decline. The following photo shows alteration in the rib of the Little Sheep decline with remnant uranium mineralization concentrated around a clast of carbonaceous clay near the center of the photo. This exposure is typical of the geochemical alteration which occurs within the altered zone in advance of roll fronts.

    Figure 8.2 – Little Sheep Decline 2011

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    SECTION 9: EXPLORATION

    To the author’s knowledge, no relevant exploration work other than drilling, as described in Section 10: Drilling, of this report has been conducted on the property in recent years. The Project is located within a brownfield site which has experienced past mine production and extensive exploration and development drilling. The initial discovery was based on aerial and ground radiometric surveys in the 1953 (Stephens, 1964), but since that time exploratory work on the site has been primarily drilling.

    During the National Uranium Resource Evaluation (NURE) program conducted by the US DOE in the late 1970’s and early 1908’s, the project area and vicinity were evaluated. This evaluation included aerial gamma, magnetic, and gravimetric surveys; soil and surface water geochemical surveys and sampling; and geologic studies and classification of environments favorable for uranium mineralization (Bendix, 1982). No specific data analysis of the aerial surveys was completed and the report, however, it is stated in the report that anomalous radioactivity was observed related to the Battle Spring Formation at the Crooks Gap mining district (Bendix, 1982), herein referred to as Sheep Mountain.

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    SECTION 10: DRILLING

    Data available for the preparation of this report included historic data developed by previous owners of the property and data from UPC’s 2005 and Titan’s 2009, 2010, and 2011 drilling programs, as follows:

    Congo Open Pit:

    Sheep Underground:

    Refer to Figure 10.1 – Congo Drill Hole Map, Figure 10.2 – Sheep Underground Drill Hole Map, and Figure 10.3 – Sun Mc Drill Hole Map, for the locations of drill holes attributed to the Congo Pit and Sheep Underground and Sun mac areas, respectively.

    Based upon the review and interpretation of historic drill logs and the review of confirmatory drilling completed in 2005 and 2009, 2010 and 2011 Titan drilling, the data used for the current mineral resource and reserve estimate is considered reliable.

    Historic Drilling – Prior to 1988

    Drilling in the mineral resource areas investigated as part of this report includes approximately 4,000 drill holes, most of which were open-hole rotary drilling, reliant upon down-hole geophysical logging to determine equivalent uranium grade (%eU 3 O 8 ). However, some core drilling for chemical analyses was also completed. The historic data available for this mineral resource evaluation is based upon drill and mine plan maps originally developed by Western Nuclear Corporation (WNC). The drill maps show hole locations at the surface and downhole drift, the thickness and radiometric grade of uranium measured in weight percent eU 3 O 8 , elevation to the bottom of mineralized intercept, collar elevation, and elevation of the bottom of the hole. Also available were half foot and composite intercept data in paper printouts from Western Nuclear’s 1979 and 1980 preliminary feasibility study and geostatistical resource modeling. Original drill logs, both lithology and geophysical were available for the great majority of the drill holes and are currently located at BRS’ office in Riverton, Wyoming. The author has training and experience in the interpretation of geophysical logging data for uranium and reviewed and/or interpreted the available original geophysical logs, as appropriate.

    Recent Drilling – 2005 through 2011

    In 2005, Uranium Power Corporation (UPC), now wholly owned by Titan, completed a drilling program consisting of 19 drill holes totaling 12,072 feet. Coring was attempted in one hole but recoveries were poor. Two of the 19 holes completed by UPC were located in Section 28 with the purpose of confirming mineralization within the Sheep Underground mine area. The remaining seventeen drill holes were completed in the planned Congo Pit area to test both shallow mineralization within the Congo Pit and to explore a deeper mineralized horizon, the 58 sand, which was shown in two historic drill holes. (RPA, 2006). RPA was present during the 2005 drilling program and concluded in their report of October 10, 2005 that drilling has confirmed the presence of mineralization with the shallow horizons in the Congo Pit area and has identified and extended roll front mineralization in the 58 sand along strike. Further, RPA concluded that drilling in the Sheep Mountain area (referred to herein as the Sheep underground) has validated the presence of mineralization at depth.

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    Following the acquisition of UPC by Titan, and in consideration of both the recommendations included in RPA’s 2006 report and identified data needs for the continued development of the project, five holes were drilled in the Congo Pit in 2009 for a total of 1,700 feet. The five drill holes were planned and completed to serve multiple purposes including;

    The goals of the 2009 drilling program were met. The drill holes were completed by rotary air drilling to depths exceeding 300 feet using a top drive rotary drilling rig. Drill cuttings were collected continuously during the drilling process, in two foot increments near anticipated mineralized horizons and in five foot increments for overburden sampling. Over 500 pounds of mineralized material for metallurgical testing was collected in addition to the collection of representative samples for overburden analysis and characterization in accordance with WDEQ guidelines. In situ mineral grades for 2009 drilling were determined by geophysical logging including both conventional gamma logging and the state-of-the art Uranium Spectrum Analysis Tool (USAT) (BRS, 2010). Each drill hole was first logged using a conventional logging tool which provided a suite of gamma ray, SP (Spontaneous Potential), resistivity, and deviation. The best mineralized zones were chosen for USAT logging. Both geophysical logging tools were provided commercially by Century Wireline Services (Century).

    The 2010 and 2011 drilling programs were primarily designed to delineate the Congo Pit. The drilling was exclusively vertical rotary in 2010. In 2011 the drilling included vertical rotary and reverse circulation drilling. The drill holes generally ranged from 200 to slightly over 400 feet in depth although some designed to test deeper horizons were drill to slightly more than 600 feet. Geophysical logging was completed for all drill holes and was provided commercially by Century. Century delivered both hard copy geophysical logs and electronic files including LAS files. Estimations of equivalent uranium grades in weight percent were reported in half foot intervals.

    In 2010 an additional 62 exploratory drill holes and 5 monitor wells were completed in the Congo Pit Area with the intention of defining the pit limits. All of the holes drilled encountered mineralization extending the pit limits, however, drilling extended mineralization and did not completely define the pit limits. Of the 62 drill holes completed in 2010 within the Congo Pit Area:

    In 2011 an additional 73 exploratory drill holes and 5 monitor wells were completed in the Congo Pit Area to define the pit limits and confirm mineralization and the absence of underground mining in select areas. These objectives were met and the pit limits and mineral reserves were expanded as detailed in this report. Of the 73 drill holes completed in 2011 within the Congo Pit Area:

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    Congo Open Pit

    The Congo data set is composed of a total of 2,780 drill holes of which 107 are barren and the remaining 2,673 drill holes contain mineralization. Within the 2,673 mineralized drill holes, 12,070 individual intercepts were present. A portion of the historic data consisted of ½ foot data from the Century Geophysical Compulog tm system. For this data a minimum cutoff thickness and grade of 2 ft of 0.03% eU 3 O 8 was applied resulting in 2,673 composite intercepts. The remaining 2,284 intercepts did not have ½ foot data but consisted of composite intercepts interpreted using the half amplitude convention for geophysical log interpretation. Log interpretation and intercepts from the historic database were spot checked especially with regard to higher grade mineralized intercepts. Correlation of the mineralized sand units was available from historic reports. This historic naming convention for the sand units was maintained. The following table summarizes the mineralized intercepts in the Congo database by sand unit. A summary of mineralization reflected in the drill holes follows.

    Table 10.1 - Congo Drill Data

      Trace >0.10 GT
    # of Intercepts 12,070 9,455
    Avg. Thickness (ft) 3.7 4.1

    Table 10.2 - Congo Drill Hole Statistics

    Zone # of Composite Intercepts Avg. Depth to Bottom of Mineralization
    41A 203 266
    41 245 298
    45 436 279
    48 371 255
    52 461 268
    54/56 316 243
    59 359 196
    63 587 170
    66 452 202
    67 365 209
    72 324 232
    75 224 195
    79 126 204
    83 103 204
    86 38 253
    89 14 176
    94 8 207
    Total 4,632 189

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    Mineralization Thickness and Grade

    Congo mineralized thickness ranges from 1 foot to over 19 feet. Average thickness varies with GT cutoff as follows. Grade varies from the minimum grade cutoff of 0.1 % eU 3 O 8 to a maximum reported grade of 1.87 % eU 3 O 8 .

    Table 10.3 - Congo Mineralization Thickness and Grade

    Congo Pit
    Mineralized
    >0.1 GT
    Average Grade %eU 3 O 8   0.148
    Average Thickness 4.1

    Sheep Underground

    The Sheep Underground data set is composed of a total of 485 drill holes based on data from 483 historic drill holes and 2 confirmatory drill holes completed in 2005. Of those 485 drill holes only 33 were barren and 452 of the drill holes contained mineralization of at least 0.5 ft of 0.05% eU 3 O 8 . Within the 452 mineralized drill holes, 3,223 individual intercepts were present. Using the cutoff thickness and grade of 2 ft of 0.05%eU 3 O 8 , 552 composites diluted to a minimum thickness of 6 ft were created from the 3,223 individual intercepts. These 552 composited intercepts were then correlated into one of the 17 different mineralized zones based on geologic interpretations. If the composite could not be correlated within a zone it was designated as isolated and its influence in subsequent mineral resource estimation limited. Data summaries follow in Tables 10.4 and 10.5.

    Table 10.4 - Sheep Drill Data

      Trace >0.02 GT >0.3 GT >0.6 GT >0.9 GT
    # of Intercepts 3,223 708 315 165
    Avg. Thickness (ft) 2.1 4.4 5.9 7.1

    Table 10.5 - Sheep Drill Hole Statistics

    Zone # of Composite Intercepts Avg. Depth to Bottom of Mineralizaiton
    1 6 758
    2U 4 1,040
    2L 13 878
    3 23 838
    4 47 1,010
    5 38 1,039
    6 35 1,016
    7 38 997
    8 47 1,038
    9 47 957
    10 38 1,151
    11 38 1,173
    12 27 1,214
    13 31 1,313
    14 28 1,349
    15 16 1,354
    16 8 1,252
    Isolated 68 1,123
    Total 552 1,089

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    Sheep Underground mineralized thickness ranges from 0.5 foot to over 26.5 feet. Grade varies from the minimum grade cutoff of 0.05% eU 3 O 8 to a maximum reported grade of 2.19% eU 3 O 8 . Average thickness varies with GT cutoff as follows.

    Width and Trend Length

    Estimated trend width and length were based on the geologic model and actual mine workings as follows. The Sheep typical trend width is approximately 100 ft. The mine maps available for the Sheep area show development drifts, ready for extraction, with widths greater than 100 ft. In the limited areas where full extraction occurred, mined out rooms were 50 to 100 feet or in some cases wider. The Sheep trend length varies from a few hundred feet to a maximum length of about 5,500 feet based on correlation of geophysical logs.

    Additional Resource Areas

    Sun Mc Area

    Figure 10.3 shows the historic drilling for the Sun Mc Areas. Available historic drill hole data for this area included 704 drill holes. The majority of the original geophysical logs were reviewed and verified, especially any high grade areas. No additional drilling has been completed in this area since 1988. As with the Congo and Sheep areas drilling consisted primarily of vertical rotary drilling with downhole geophysical logging for the determination of mineralization thickness and equivalent uranium grade. A summary of mineralization reflected in the drill holes follows. No confirmation drilling has been completed, however, the Sun Mc Area correlates with the Sheep Underground and the data available for both areas is similar in nature. The author thus concludes that the data for the Sun Mc Area is reliable for the purpose of estimating mineral resources although there is not currently a mining plan addressing Sun Mc.

    Data summaries follow in Tables 10.6 and 10.7.

    Table 10.6 - Sun Mc Drill Data

      Trace >0.10 GT >0.25 GT >0.50 GT >1.0 GT
    # of Intercepts 1880 1608 887 430 133
    Avg. Thickness (ft) 3.8 4.2 5.7 7.6 10.4

    Of the 704 drill holes, 181 are barren holes and 523 drill holes contain mineralization. Within the 521 mineralized drill holes, 1880 individual intercepts were present. A portion of the historic data consisted of ½ foot data from the Century Geophysical Compulog tm system. For this data a minimum cutoff thickness and grade of 2 ft of 0.03%eU 3 O 8 was applied. For drill holes without ½ foot data the original geophysical logs were interpreted using the half amplitude method. The historic database was spot checked especially with regard to higher grade mineralized intercepts using the half amplitude geophysical log interpretation method. Correlation of the mineralized sand units was available from historic reports. This historic naming convention for the sand units was maintained. The following table summarizes the mineralized intercepts in the Sun Mc database by sand unit.

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    Table 10.7 - Sun Mc Drill Hole Statistics

    Zone # of Composite intercepts Avg. Depth to Bottom of Mineralization
    DA 8 71
    DB 49 108
    DC 122 136
    DD 149 141
    DE 145 129
    DF 184 129
    DG 244 166
    DHDI 223 210
    DJDK 127 298
    DLDM 69 373
    DNDO 30 449
    DPDQ 3 564
    Total 1353 231

    Other Areas of Mineralization

    Additional areas within the project area have known historic mineralization. These include the Ravine, Golden Goose I, Golden Goose II, and McIntosh South Pit areas which were explored and/or developed by WNC and are included within the current Wyoming Mine Permit 381C. In addition, in the northern portions of the Project the Bev claims were once controlled and explored by Kerr McGee Corp (Refer to Figure 4.2, Claim Map). The Bev claims fall outside the current mine permit. Titan completed three drill holes on the Bev claims in 2011 under a Notice of Intent (NOI) for drilling. A summary of results follow.

    Table 10.8 – 2011 Drilling Bev Claims


    Hole Id
    Thickness
    Feet
    Grade
    %eU 3 O 8
    SC-1    
    14-20' 6.0 trace
    31-44' 13.0 0.057
    SC-3    
    255.5-259' 3.5 0.055
    267-271.5 4.0 0.08
    274-282' 8.0 0.101
    284.5-285.5' 1.0 0.041
    SC-5    
    78-81' 3.0 trace
    407-409' 2.0 trace
    495-497 2.0 trace

    No data and/or historical estimates from these areas other than the Congo Open Pit, the Sheep Underground, and the Sun M cares have been included in either the mineral resource or mineral reserve calculations and summaries within this report.

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    SECTION 11: SAMPLE PREPARATION, ANALYSES, AND SECURITY

    The majority of the sample data available for the evaluation of resources for the Sheep Mountain Project is the historic geophysical log data. Titan has the complete hard copy data set which was passed through the chain of property title from Western Nuclear Corporation (WNC); through US Energy Crested Corporation (USECC); through the joint venture between UPC and U1; to Titan through its acquisition of UPC and acquisition of U1’s share of the property; and ultimately to EFR, though its acquisition of Titan.

    For the Congo Pit, Sheep Underground, and Sun Mc areas, the majority of the hard copy logs were reviewed both for data verification and for geologic interpretation. The majority of the Sheep Underground logs were also available as scanned images. In addition, the data includes an extensive collection of detailed mine and drill maps, both surface and underground. The underground maps show the extent of mining by date and include rib and longhole data. All pertinent maps with respect to mine design, extent of mining, drill maps, and mapping related to the mine permit have been scanned and rectified digitally. This data is stored at BRS’ Riverton, Wyoming office

    Mineral resource and reserve estimates for the Sheep Mountain Project are based on radiometric data. As discussed in Sections 14 and 24 of this report, available data indicates that variations in radiometric equlibrium are local in their effect which impacts the mining grade control program but does not appreciably affect the overall mineral resources or reserves.

    Confirmatory drilling in accordance with NI 43-101 began in 2005. The author did not observe this drilling but has reviewed the geologic and geophysical log data and finds the data to have been collected in accordance with current industry practice and to be reliable. This data confirms historical drilling results and is current and applicable to this Preliminary Feasibility Study.

    With respect to the 2009 drilling program completed by Titan, drilling and sampling was observed by and/or completed by Titan and BRS personnel, including the author and employees under his direct supervision. Drill samples were collected not for verification of radiometric assay but for overburden testing per WDEQ regulations and for metallurgical testing. Drill samples for overburden testing were split with a standard rifling splitter with half of the sample sent to Energy Laboratories Inc. of Casper, Wyoming, an independent certified commercial analytical laboratory, for testing in accordance with WDEQ guidelines and the remainder was sealed in plastic bags and is currently stored in an on-site warehouse facility. Drill samples for metallurgical testing were stored and sealed in new 5 gallon plastic buckets. Samples within the mineralized zones as determined by gamma and USAT logging were delivered to Lyntek’s facility in Denver, Colorado for further assay and testing by BRS personnel. A chain of custody was established. Representative sample splits were prepared for chemical assay and were delivered to Energy Laboratories Inc. of Casper, Wyoming, an independent certified commercial analytical laboratory, for assay utilizing standard protocol and adhering to a chain of custody. These assays were used in the selection of samples for metallurgical testing. In addition to the samples from the Congo Pit drilling, mineralized stockpiles from mine material at the Sheep I shaft was sampled, assayed, and utilized for metallurgical testing. Seven samples of the Sheep I stockpile were collected ranging in grade from 0.022 to 0.067 %U 3 O 8 and averaging 0.045 % U 3 O 8 . Bottle roll leach tests have been completed for composite samples selected to represent mineralization at both the Congo Pit and Sheep Underground. The remaining samples, with the exception of reserves sample splits, were utilized in the column leach testing for heap leach amenability. Assays of blind duplicates of select samples and check assays, at Hazen Research, a separate and independent commercial laboratory were completed. The results of the assays compared favorably. The assay data was generally not used to verify the radiometric data as this had already been done using the USAT data. A general comparison of assay data to USAT data was completed and the results were comparable. Radiometric equilibrium determinations are discussed in Section 24.

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    No samples were collected during the 2010 drilling program. Drill cuttings were logged in the field. All holes were logged by a commercial geophysical logging company. Geophysical log data was provided in both hard copy and electronic format with the down-hole count data converted to ½ foot equivalent %U 3 O 8 grades.

    In 2011 both rotary and reverse circulation drilling was completed. Bulk samples from the reverse circulation drilling have been retained in sealed containers stored at the site for further metallurgical testing but no chemical assays have been completed as of the effective date of this report.

    The reader should note that it is common industry practice for the exploration and evaluation of uranium mineralization in the US to rely upon downhole geophysical log data for the determination of the thickness and grade of mineralization. The sampling and assay methods described herein were for the purposes of developing bulk composite samples for metallurgical testing and environmental testing.

    Downhole geophysical log data was converted to equivalent uranium assays in half foot increments for geophysical logs with digital data. Geophysical logs with only analog data were interpreted using standard methods set out originally by the Atomic Energy Commission (AEC). The primary method employed for this project is referred to as the half amplitude method. In the case of the half amplitude method the sample thickness is determined by the log signature and while interpreted to the nearest half foot the thickness of the sample varies. The author was trained in this methodology through a short course conducted by Century Geophysical Corporation of Tulsa, Oklahoma and has extensive experience in the interpretation of geophysical logs.

    In the author’s opinion, the sample preparation, security and analytical procedures are reliable and adequate.

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    SECTION 12: DATA VERIFICATION

    Congo

    Historic drill data for each drill hole consisting of radiometric data was posted on drill maps including collar elevation, elevation to the bottom of the mineralized intercept, thickness of mineralization, grade of mineralization, and elevation of the bottom of the hole. Half foot and composite intercept data in paper printouts were available from Western Nuclear’s 1979 and 1980 Preliminary Feasibility Study geostatistical model. Data entry was checked and confirmed including a review of the original drill geophysical and lithologic logs. Drill hole locations were digitized from the drill maps to create a coordinate listing and then plotted. The resultant drill maps were then checked and confirmed by overlaying with the original maps.

    Titan drilled 5 exploration holes for a total of 1,700 feet in 2009. The purpose of this program was to take samples for overburden classification and also to take bulk mineralized samples for heap leach testing. Overburden samples were gathered every five feet down hole until water was added for lifting cuttings. The depth where the holes either started making water or water was added was approximately 330-360 feet. Sampling stopped at that point in each hole if it was drilled deep enough to encounter that zone. Bulk samples were gathered every 2 feet through known mineralized zones. The drill locations were picked by “twinning” historic drill holes.

    The following table provides a comparison of the 2009 drilling to adjacent or twinned historic drill holes

    Table 12.1 - Comparison of 2009 Drilling to Historic Drilling


    Drill Hole
    Twinned
    hole
    Offset
    Distance

    Results
    Congo 1 S16-96 3' Good correlation, marginally higher radiometric grades encountered
    Congo 2 S16-291 3' Good correlation, slightly lower radiometric grades in some zones with higher in others
    Congo 3 GG1-36 24' Radiometric zones correlated
      GG1-37 35' Radiometric zones correlated
    Congo 4 S16-253 24' Acceptable correlation, slightly lower radiometric grades in some zones with higher in others
    Congo 5 S16-146 21' Good correlation, marginally higher radiometric grades encountered
    S16-147 28' Acceptable correlation, slightly lower radiometric grades in some zones with higher in others

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    Drilling completed by Titan within the Congo Pit area in 2010 and 2011 helped to confirm and extend the mineralization as projected in the Congo Pit Area. The author reviewed the drill logs and observed the drilling on numerous occasions. The 2010 and 2011 drill data was compared to historic drilling by collating the geophysical logs and comparing the GT of the 2010 and 2011 drilling to historic drilling by individual sands.

    Sheep Underground

    Historic drill data for each drill hole consisting of radiometric data was posted on drill maps including collar elevation, elevation to the bottom of the mineralized intercept, thickness of mineralization, grade of mineralization, and elevation of the bottom of the hole. Data entry was checked and confirmed including a review of the original drill geophysical and lithologic logs. Drill hole locations were digitized from the drill maps to create a coordinate listing and then plotted. The resultant drill maps were then checked and confirmed by overlaying the original maps.

    Once the database had been developed and data entry confirmed, each mineralized intercept within an individual drill hole was evaluated on a hole by hole basis and combined into the corresponding zone to represent a probable mining thickness appropriate for underground mining methods (minimum 6 feet). This process eliminated some thin and/or isolated mineralized intercepts. The resultant data was then utilized to develop the Grade Thickness (GT) map, GT and T Contours. The GT map was then compared to mine plans available from previous studies to verify the data and geologic interpretation.

    Uranium Power Corporation (UPC), now wholly owned by Titan, completed a confirmatory drilling program in 2005 consisting of 19 drill holes totaling 12,072 feet. Two of the 19 holes completed by UPC were located in Section 28 with the purpose of confirming mineralization within the Sheep underground mine area. Previous report concluded that the confirmatory drilling did verify historic drilling. The author reviewed the drilling and found that the data did reasonably correlate with respect to the geologic sand units and the general thickness and tenor of mineralization.

    Density

    A unit weight of 16 cubic feet per ton or 2.439 tonnes/m 3 was assumed for all mineral resource and reserve calculations. This assumption was based on data from feasibility studies prepared by previous operators on the mining and production history of the mines within the Sheep Mountain Project but was not independently confirmed. Some previous estimates used a density of 15 cubic feet per ton. The use of 16 cubic feet per ton is recommended by the author as a conservative value.

    In summary, the data utilized in this report is considered accurate and reliable for the purposes of this report.

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    SECTION 13: MINERAL PROCESSING AND METALLURGICAL TESTING

    Historic Mineral Processing

    Western Nuclear Corp. (WNC) processed feed from Sheep Mountain over a 30 year period from the early 1950’s through the mid 1980’s at their Split Rock Mill which was located north of Jeffrey City along the haulage road to the Gas Hills. WNC also processed Gas Hills ores at its mill and operated a commercial heap leach in the Gas Hills, as did Union Carbide Corp. (UCC). Historical and published data indicates an acid consumption of 50 pounds per ton H2SO4 and a loss for heap leaching of 0.008 % U 3 O 8 (Woolery, 1978). The current test results are consistent with or better than historic heap leach experience with respect to recovery and acid consumption.

    Pre-Feasibility Metallurgical Studies

    In late-2009 drill cuttings were obtained from the Congo Pit during mineral resource validation drilling consisting of several wide spaced holes and from existing mineralized stockpiles left by U. S. Energy and Crested Corporation (USECC) near the Sheep I Shaft. Bottle roll leach tests were conducted using both acid and alkaline lixiviants. Acid leaching was preferred based on recovery and cost of lixiviant. In addition, the alkaline leach tests showed some swelling of clay minerals which could impede flow in the heap. Acid consumption was less than 20lbs/ton with losses of 0.009%U 3 O 8 or less.

    For the initial preliminary feasibility study (BRS, 2010) a constant residue, including soluble uranium losses, of 0.010%U 3 O 8 and a sulfuric acid consumption of 50 pounds per ton of mineralized material was used. This assumption was conservative with respect to the recent test work but representative of historic heap leaching experience with similar mineralized material. The soluble uranium loss in the rinsed heap residue and the impurity bleed to the evaporation pond will likely be on the order of 2 percent, suggesting a heap extraction of about 91.8 percent. This initial metallurgical work was followed up with large scale column leach studies.

    Column Leach Studies

    Titan commissioned three uranium recovery laboratory scale column leach studies to support the Sheep Mountain Project in mid-2010. Ore tested in the studies was derived from existing stockpiles left in the 1980’s and “fresh” ore collected during current exploration drilling operations. The leach chemistry was selected based on industry experience and supported by the previous bottle roll tests to determine acid and oxidant consumption. A sulfuric acid, sodium chlorate lixiviate, was used in the column tests. The tests were conducted at the Inter-Mountain Laboratories, Inc.’s facility located in Sheridan, WY under the supervision of R.A. Garling of R & D Enterprises, Inc. Technical advice and support was provided by Lyntek, Inc., Doug Beahm of BRS, Inc., and Mr. Terry McNulty.

    The first two columns were loaded with ore stockpile material which, due to 20 plus years of exposure, were believed to be fully oxidized. Two nearly identical columns were prepared containing 76 kg-dry of 0.075% U 3 O 8 ore. Columns were 6” diameter by 14’ tall and contained a 12’ ore charge. Initial acid/oxidant tests indicated that 1.4lb/st H2SO4 with a sodium chlorate addition of 3 lb/ton was sufficient to leach over 90% of the uranium present in a 24 hour period. Titan’s consultants recommended maintaining a 10 g/L H2SO4 concentration above ore requirements. Given the low acid requirements, the feed lixiviate selected was ~10 g/L H2SO4 with NaHClO3 added at a rate of 3 lb/s. Feed flow to the columns was 0.005 gpm/ft2. The columns were operated in down-flow mode to approximate typical heap leach conditions. During the 22 day leach period followed by a month+ rinse and drain phase, ~99.9% of available uranium was leached leaving tails of 0.0001%U 3 O 8 .

    49


    Subsequently, a third column study was conducted from November 12 through December 20, 2010. A single column was loaded with 80.5 kg of 0.104%U 3 O 8 ore derived from recent drilling programs on the Sheep property. The intent of the third test was to demonstrate the efficiency of the leach chemistry on unoxidized ore at a uranium grade approximately equivalent to the anticipated life of mine grade. Using the same lixiviate as columns 1 and 2 above, 97.5% of the available resource was extracted leaving tails of 0.0029%U 3 O 8 . Unlike the first test, in which over 95% of available uranium was extracted in the first pore volume (PV), the fresh ore represented a more traditional leach curve and requiredapproximately2 PV to accomplish similar recoveries. Acid consumption rates on column 3 increased from the ~1.7 lb/st noted on C 1&2 to approximately 4 lb/st. No addition of sodium chlorate beyond the initial charge was required on any column to maintain the desired goal of +450 mv Oxidation Reduction Potential (ORP).

    In addition to the demonstration of uranium leach efficiency, the tests were designed to provide information pertinent to process plant design, heap configuration, and to support an NRC license application. Information detailing ore slump, pooling, and flow rates through the columns was collected. Data relating to future health physics (radiological and chemical) issues likely to be encountered in licensing activities were provided. The following table presents the test results for the three columns.

    Table 13.1 – Summary of Column Leach Results

    Column # 1 2 3
    Specific Gravity (tested) 1.50 g/cm 3 1.36 g/cm 3 1.46 g/cm 3
    Ore % Moisture 8.5 % 8.5 % 4.3 %
    Sulfuric Acid Consumed 1.68 lb/st 1.62 lb/st 3.90 lb/st
    Lixiviate [H 2 SO 4 ] 10 g/L 10 g/L 10 g/L
    Sodium Chlorate Addition Rate 3 lb/st 3 lb/st 3 lb/st
    Ore Grade Assayed % U 3 O 8 0.077% 0.077% 0.1039%
    Tails Grade Assayed % U 3 O 8 0.0001% 0.0001% 0.0029%
    Tails % Moisture 13.7 % 14.7 % 17.0 %
    Ore Grade % U 3 O 8 0.0763% 0.0729% 0.1128%
    % Uranium Recovery 99.87% 99.86% 97.47%

    (RDE, 2011)

    50


    Key points with respect to project economics and operational efficiencies:

    The material tested in the column leach studies was of limited volume. The samples were collected spatially within the mineral deposit to develop a representative composite of the material anticipated to be produced during mining. Current column leach studies do not show any deleterious elements that could have a significant effect on the extraction process (RDE, 2011). Additional leach testing with additional samples could produce varying results, either more positive or negative. Conservative assumptions based on current test results, as itemized above, were incorporated in the cost estimates and financial evaluations with respect to acid consumption and uranium recovery.

    Mineral processing and Heap Leach operations are discussed in SECTION 17: RECOVERY METHODS.

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    SECTION 14: MINERAL RESOURCE ESTIMATES

    The mineral resource estimation geological interpretation methods methodology described herein have been employed by the author while working at similar operating uranium mines in the Gas Hills. The mining methods and factors recommended have been employed successfully at the project in the past. Successful uranium recovery from the mineralized material at Sheep Mountain and similar areas such as the Gas Hills has been demonstrated via both conventional milling and heap leach recovery. The project is a brown-field development located in a state which tends to favor mining and industrial development. The project has been well received locally and will also provide substantial revenues to both Fremont County and the State of Wyoming in addition to providing long term employment for the region. The author is not aware of any factors including environmental, permitting, taxation, socio-economic, marketing, political, or other factors which would materially affect the mineral resource estimate, herein.

    The estimate of mineral resources for the Sheep Underground and the Sun Mc area are unchanged from the previous reports (BRS, 2011). With respect to the open pit area: mineral resources for the Congo, North Gap and South Congo areas were combined into a single comprehensive mineral resource model. Additional areas of mineralization, based on historical data, are known within the project area but have not been included in the mineral resource estimate at this time.

    Mineral Resource Summary

    The mineral resource estimates presented herein have been completed in accordance with CIM Standards and NI 43-101. Based on the drill density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, a review of historic mining with respect to current resource projections, and verification drilling, the Mineral Resource estimate herein meets CIM criteria as an Indicated Mineral Resource. A summary of total mineral resource is provided in Table 14.1. A discussion of individual resource areas follows.

    Table 14.1 - Total Indicated Mineral Resources

    Sheep Underground GT Cutoff** >0.30
      Pounds eU 3 O 8 13,245,000
      Tons 5,640,000
      Avg Grade % e U 3 O 8 0.117
    Congo Pit Area GT Cutoff** >0.10
      Pounds eU 3 O 8 15,040,000
      Tons 6,176,000
      Avg Grade % e U 3 O 8 0.122
    Sun-Mc GT Cutoff** >0.10
      Pounds e U 3 O 8 2,000,000
      Tons 1,080,000
      Avg Grade % e U 3 O 8 0.093
    Total Indicated Mineral Resource GT Cutoff** As Above
      Pounds e U 3 O 8 30,285,000
      Tons 12,895,000
      Avg Grade % e U 3 O 8 0.117

    *numbers rounded
    **GT cutoff: Open Pit GT 0.10 (2 feet of 0.05 %eU 3 O 8 ); Underground GT 0.30 (2 feet of 0.05 %eU 3 O 8 )

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    Congo Open Pit Mine

    Table 14.2 - Congo Total Indicated Mineral Resources

    GT Cut-off** >0.10
    Lbs e U 3 O 8 15,040,000*
    Tons 6,176,000*
    Average Grade % e U 3 O 8 0.122

    *numbers rounded
    **GT cutoff: Open Pit GT 0.10 (2 feet of 0.05 %eU 3 O 8 )

    This estimate includes deletion of the portions of the mineral resource model which falls within the historic mine limits which equated to approximately 25% of the initial resource estimate. Historic mining limits were imported into the resource model by individual sand horizons in three dimensions. The extent of mining was taken to be the actual mapped underground mine limit or the GT boundary representing the historical mining cutoff (8 feet @ 0.095 or a GT of 0.76), whichever was greatest. Although in many cases the mine maps showed remnant pillars, none of these areas were included in the mineral resource estimate. Thus, the estimate of current mineral resources is conservative with respect to the exclusion of areas affected by historic mining. Estimated mineral resources for potential open pit areas were diluted to a minimum mining thickness of two feet.

    Sheep Underground Mine

    The estimate of mineral resource for the Sheep Underground in unchanged from previous reports (BRS, 2011).

    Table 14.3 - Sheep Underground Total Indicated Mineral Reso urce

    GT Cut-off** >0.30
    lbs e U 3 O 8 13,245,000*
    Tons 5,640,000*
    Average Grade % e U 3 O 8 0.117
    Average Thickness 6.7

    *numbers rounded
    **GT cutoff: Open Pit GT 0.30 (6 feet of 0.05%eU 3 O 8 )

    This mineral resource accounts for the deletion of mined areas within our resource model estimated from surface drilling. The total reported mined tonnage from the Sheep I underground mine was 275,000 tons containing 522,500 pounds of U 3 O 8 and an average grade of 0.095 % U 3 O 8 . However, the portions of the current mineral resource estimates which were within the defined previously mined area was only an estimated 62,618 tons of material containing 160,666 pounds of U 3 O 8 and an average grade of 0.128 % U 3 O 8 .

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    From review of the Sheep I and II as-built mine plans, it was apparent that little or no ore was mined at Sheep II and that only development work was completed. Further, it was apparent at the Sheep I mine that many of the mined areas were located by underground delineation drilling rather than by surface drilling.

    Sun Mc Area

    The estimate of mineral resources for the Sun Mc area in unchanged from the previous Technical Report (BRS, 2011). This estimate includes deletion of the portions of the mineral resource model which falls within the historic mine limits which equated to approximately 10% of the initial resource estimate.

    Table 14.4 - Sun Mc Total Indicated Mineral Resources

    GT Cut-off** >0.10
    lbs e U 3 O 8 2,000,000*
    Tons 1,080,000*
    Average Grade % e U 3 O 8 0.093
    Average Thickness 5.1

    *numbers rounded
    **GT cutoff: Open Pit GT 0.10 (2 feet of 0.05 %eU 3 O 8 )

    Resource Estimation Methods

    Geologic Model

    Geologic interpretation of the mineralized host sands was used, along with the intercepts that met the minimum cutoff grade and thickness, to develop a geologic model in which to estimate the mineral resources at the Sheep Mountain Project. The three-dimensional locations along the drill hole drift of all mineralized intercepts were plotted in AutoCAD TM . Each intercept was evaluated based on its geophysical log expression and location relative to adjacent intercepts. Whenever possible, geophysical logs were used to correlate and project intercepts between drill holes. Intercepts that met the minimum grade cutoff but were isolated above or below the host sand horizons; where data sets were incomplete; which did not fully penetrate the host sand were excluded from the mineralized envelope. The mineralized envelope was created by using the top and bottom of each intercept that was within the geologic host sands. The intercepts that were used to make this envelope were then used in the resource estimate GT method.

    Drill spacing within the Project is not uniform due in part to the steep and irregular surface terrain and in part to the somewhat random drift or deviation of the drill holes from vertical. Drill spacing in the Congo (open pit areas) range from roughly 50 foot centers to greater than 100 foot centers. Drill spacing at Sheep Underground area varies from roughly 200 foot centers to over 400 foot centers. Drilling depths at Congo are typically less than 400 feet in the northern portions of the area to generally over 600 feet to the south. Drilling depths at Sheep exceed 1,000 feet but are typically less than 1,500 feet. Drilling depths at Sun Mc are variable depending on terrain but are typically less than 1,000 feet.

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    In development of the initial geologic envelope, both surface drill data and data from underground mine maps was reviewed. For the Sheep Underground and other underground mines, such as the Seismic and Reserve mines adjacent and partially within the limits of the planned Congo Pit, the underground development and cross cut drifts were typically on 100 foot centers. Mining within the development drifts and cross cuts was completed by random room and pillar methods, extracting the mineralized material meeting the mine cutoff applicable at the time and leaving the lower grade material as pillars. In most cases entire 100x100 foot or larger blocks were mined and/or, in the case of the Sheep Underground, delineated by face sampling and longhole drilling but not yet mined.

    The current geologic and resource model is a 3D model based on geologic interpretation of 18 mineralized zones in the Congo area and 17 mineralized zones in the Sheep area. Mineralized zones from Sheep were projectable down dip to the Sun Mc Area. The estimate of mineral resources and/or mineral reserves for the Sheep Underground Sun Mc area in unchanged from the previous Technical Report (BRS, 2011). For this report the North Gap, South Congo, and Congo mineralized zones as reported by BRS, 2011 were combined into a single unified mineral resource model.

    Based on the former, once the data were separated by zone an initial area of influence of 50 feet (maximum 25 foot radius or 50 foot diameter) was applied to each drill hole by zone at its drifted location to establish an initial geologic limit to the projection of mineralization. Refinement of the geologic limit and projection of mineralization along trend was then based on specific correlation and interpretation of geophysical logs on a hole by hole basis. This interpretation was completed BRS staff and personally reviewed by the author of this technical report.

    GT Contour Method

    The mineral resource estimate was completed using the GT (Grade x Thickness) Contour Method on individual mineralized zones as defined in a full 3D geological model of the deposit. The Contour Method, also known as the Grade x Thickness (GT) method, is a well-established approach for estimating uranium resources and has been in use since the 1950’s in the US. The technique is most useful in estimating tonnage and average grade of relatively planar bodies where lateral extent of the mineralized body is much greater than its thickness, as was observed in drilling of the Congo and Sheep deposits.

    For tabular and roll front style deposits the GT method provides a clear illustration of the distribution of the thickness and average grade of uranium mineralization. The GT method is particularly applicable to the Congo and Sheep deposits as it can be effective in reducing the undue influence of high-grade or thick intersections as well as the effects of widely spaced, irregularly spaced, or clustered drill holes, all of which occur to some degree in the Congo and Sheep deposits. This method also makes it possible for the geologist to fit the contour pattern to the geologic interpretation of the deposit.

    The GT contour method is used as common practice for Mineral Reserve and Mineral Resource estimates for similar sandstone-hosted uranium projects (“Estimation of Mineral Resources and Mineral Reserves”, adopted by CIM November 23, 2003, p 51.). It is the opinion of the author that the GT contour method, when properly constrained by geologic interpretation, provides an accurate estimation of contained pounds of uranium.

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    The current drill hole database consists of:

      2009 – 5 drill holes (Titan)
      2010 – 62 drill holes (Titan)
      2011 – 73 drill holes (Titan)

    The uranium quantities and grades are reported as equivalent U 3 O 8 (eU 3 O 8 ), as measured by downhole gamma logging. The industry standard protocol for reporting uranium in sandstone hosted deposits in the US has been validated for the Sheep Mountain Project by test drilling at the deposit, as well as by correlation with previous mining activities.

    Radiometric Equilibrium

    In the fall of 2009, five rotary percussion holes were drilled on the property to study disequilibrium. Downhole logging of the drill holes was completed using standard gamma technology as well as a Uranium Spectral Analysis Tool (USAT), both supplied by Century Wireline of Tulsa OK. The USAT tool gives a direct measurement of uranium content and therefore allows determination of the equilibrium state of the uranium mineralization intersected in the hole. A total of 34 intervals were measured, showing an overall moderate positive disequilibrium (thus the true chemical grade of the mineralization is slightly higher than the equivalent grade determined by the gamma tool). The results of the resource estimates were not adjusted to account for this positive disequilibrium. Equilibrium data does show some local distribution of uranium values within mineralized zones. The ore control program recommended for this project, as described in Section 16 of this report, will account for such variations.

    Congo Pit

    Refer to Appendix A1 – Congo Open Pit, for GT contour maps which show the mineral resource areas and the areas of historic mining for each individual sand.

    The 2011 mineral resource estimate grouped sands for the North Gap and South Congo areas in to the five major sand units and calculated the amount of resource removed by historic mining based on a deduction from past production records, BRS, 2011. For the current report (BRS, 2012) the North Gap, South Congo, and Congo mineralized zones were combined into a single unified mineral resource model and deletions of resources related to past mining were determined from underground mine maps.

    The current mineral resource model includes 18 separate sand units for all areas and includes deletion of the portions of the mineral resource model which falls within the historic mine limits determined from mine maps which equated to approximately 25% of the initial resource estimate. Historic mining limits were imported into the resource model by individual sand horizons in three dimensions. The extent of mining was taken to be the actual mapped underground mine limit or the GT boundary representing the historical mining cutoff (8 feet @ 0.095 or a GT of 0.76), whichever was greatest. Although in many cases the mine maps showed remnant pillars, none of these areas were included in the mineral reserve estimate. Thus, the estimate of current mineral resources is conservative with respect to the exclusion of areas affected by historic mining. The difference between the 2011 mineral resource estimate and the current mineral resource estimate is a reduction of less than 1 % with respect to total pounds.

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    The Congo sum GT, diluted to a minimum 2 foot mining thickness from the mineralized envelope for each drill hole, was plotted in AutoCAD. If the thickness exceeded 2 feet, no dilution was added. The diluted thickness of mineralization for each drill hole was also plotted. Resource estimates include deletion of the portions of the mineral resource model which fall within the historic mine limits as previously discussed.

    Sheep Underground

    Refer to Appendix A2 – Sheep Underground, for GT contour maps which show, for each individual sand, the mineral resource areas and the areas of historic mining.

    The GT, diluted to a minimum 6 foot mining thickness from the mineralized envelope for each drill hole and each horizon, was plotted in AutoCAD TM. If the thickness exceeded 6 feet no dilution was added. The diluted thickness of mineralization for each drill hole was also plotted. Mineral resource estimates account for the deletion of mined areas within the resource model estimated from surface drilling. The total reported mined tonnage from the Sheep I underground mine was 275,000 tons containing 522,500 pounds of U 3 O 8 and an average grade of 0.095 % U 3 O 8 . However, the portions of the current mineral resource estimates which were within the defined previously mined area was only an estimated 62,618 tons of material containing 160,666 pounds of eU 3 O 8 and an average grade of 0.128 % eU 3 O 8 . From review of the Sheep I and II as-built mine plans, it was apparent that little or no material was mined at Sheep II and that only development work was completed. Further, it was apparent at the Sheep I mine that many of the mined areas were located by underground delineation drilling rather than by surface drilling. The mine history clearly shows that underground development drilling and sampling expanded the resource as compared to that which could be projected from the surface drilling alone.

    For mine planning purposes, a three dimensional block model was created from the Sheep GT, geologic, and mineralized envelope models. The modeling utilized an automated routine that assigned the thickness of mineralization, GT, and mineralized elevation reflected by their respective contours, to the centroids of a uniform 25 foot by 25 foot grid. From the thickness and GT contours, average grade, mineralized and waste tonnages, and contained pounds was calculated and assigned to each block. Each 25’x25’ block was then evaluated based on its grade and thickness for mine planning and scheduling.

    Sun Mc Area

    Refer to Appendix A3 – Sun Mc Area, for GT contour maps which show, for each individual sand, the mineral resource areas.

    The Sun Mc sum GT, diluted to a minimum 2 foot mining thickness from the mineralized envelope for each drill hole, was plotted in AutoCAD TM . If the thickness exceeded 2 feet no dilution was added. The diluted thickness of mineralization for each drill hole was also plotted. Resource estimates include a reduction of estimated mineral resource based on reported past production which equated to approximately 10% of the initial resource estimate. The estimate of mineral resources in the Sun Mc area in unchanged from the previous Technical Report, BRS, 2011.

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    SECTION 15: MINERAL RESERVE ESTIMATES

    Probable Mineral Reserves

    The estimate of mineral reserve for the Sheep Underground is unchanged from the previous reports (BRS, 2010 and 2011). With respect to the open pit mineral reserves, mineral resources for the Congo, North Gap, and South Congo areas were combined into a single comprehensive mineral resource model. Open pit mine designs and sequencing was completed for all areas, and the resultant mineral reserve estimate reflects the current open pit mine designs and economic evaluations.

    The following Mineral Reserves are fully included in the total Mineral Resources reported in Section 14. The total Probable Mineral Reserve for the Sheep Mountain Project including both open pit and underground projected mining areas is tabulated below. This mineral reserve estimate has been completed in accordance with CIM Standards.

    Table 15.1 - Sheep Mountain Project Probable Mineral Reserve Summary


    GT
    minimum**
    Pounds eU 3 O 8
    Tons
    Average Grade
    %eU 3 O 8
    Open Pit 0.10 9,117,000* 3,955,000* 0.115
    Underground 0.45 9,248,000* 3,498,000* 0.132
    Total   18,365,000* 7,453,000* 0.123

    *numbers rounded
    **GT cutoff: Open Pit GT 0.10 (2 feet of 0.05 %eU 3 O 8 ); Underground GT 0.30 (2 feet of 0.075 %eU 3 O 8 )

    Congo Pit Conversion of Resources to Reserves

    The following Probable Mineral Reserves are fully included in the total Indicated Mineral Resources for the Congo Pit and are not additive to that total. The Probable Mineral Reserve is that portion of the Indicated Mineral Resource that is economic under current cost and pricing conditions.

    This estimate includes deletion of the portions of the mineral resource model which falls within the historic mine limits. Historic mining limits were imported into the resource model by individual sand horizons in three dimensions. The extent of mining was taken to be the actual mapped underground mine limit or the GT boundary representing the historical mining cutoff (7 feet @ 0.10 or a GT of 0.7), whichever was greatest. Although in many cases the mine maps showed remnant pillars, none of these areas were included in the mineral reserve estimate. Both the estimated mineral resources and mineral reserves were diluted to a minimum mining thickness of two feet. The reported Probable Mineral Reserve is that portion of the reported Indicated Mineral Resource that is within the current open pit design.

    The cutoff grade of 0.05% eU 3 O 8 at a minimum mining height of 2 foot equates to a 0.10 GT cutoff. The following table summarizes the portion of the Congo Pit that is economically mineable and meets the open pit cutoff criteria.

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    Table 15.2 - Congo Total Probable Mineral Reserves 0.10 GT Cutoff

    GT minimum
    Pounds eU 3 O 8  
    Tons
    Average Grade
    %eU 3 O 8  
    0.10 9,117,000* 3,955,000* 0.115

    *numbers rounded

    Sheep Underground Conversion of Resources to Reserves

    The following Probable Mineral Reserves are fully included in the total Indicated Mineral Resources for the Sheep Underground. The Probable Mineral Reserve is that portion of the Indicated Mineral Resource that is economic under current cost and pricing conditions.

    This estimate includes deletion of the portions of the mineral resource model which falls within the historic mine limits. Both the estimated mineral resources and mineral reserves were diluted to a minimum mining thickness of six feet. The reported Probable Mineral Reserve is that portion of the reported Indicated Mineral Resource that is within the current underground mine design.

    The cutoff grade of 0.05 %eU 3 O 8 at a minimum mining height of 6 foot equals a 0.30 GT cutoff. The following table summarizes the portion of the Sheep I and II Underground Mine that is economically mineable and meets the cutoff criteria.

    Table 15.3 - Sheep Underground Total Probable Mineral Reserves 0.45 GT Cutoff

    GT minimum
    Pounds % eU 3 O 8  
    Tons
    Average Grade
    %eU 3 O 8  
    0.45 9,248,000* 3,498,000* 0.132

    *numbers rounded

    Determination of Mine Cutoff Grade

    As the operating cost per ton varies substantially between the open pit and underground it is appropriate to have separate grade cutoff criteria for the two operations. The following table provides a calculation of breakeven cutoff grades for both the open pit and underground mines based on current cost forecasts and a sales price of $65 per pound. The costs per ton reflect operating costs only and do not include capital write off. The calculation of breakeven cutoff grade allows for a constant tail or loss in the mineral processing of 0.01%U 3 O 8 . Note that staff and support costs are included in the open pit mining costs. Incremental underground mining costs are solely related to underground mining and mineral processing costs.

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    Table 15.4 - Minimum Cutoff Grade


    Operating Cost
    $/Ton
    Breakeven Grade %
    U 3 O 8 @ $65/lb Price
    Open Pit Mine and Mineral Processing $23.87 0.024 % U 3 O 8
    Underground Mine and Mineral Processing $ 52.24 0.046 % U 3 O 8

    From this evaluation, and other factors such as minimum mining thickness, the mine design cutoffs were set above the minimum breakeven cutoff grades at;

    Based on these parameters, the average grade mined from a combined open pit and underground operation is estimated at 0.123 e%U 3 O 8 . As mining proceeds, mineralized material encountered below the mine GT cutoff, which has to be excavated as part of the mine plan and would otherwise be disposed of as mine waste, could be salvaged at grades as low as the calculated breakeven grades of 0.024 %U 3 O 8 and 0.046 %U 3 O 8 for the open pit and underground mines, respectively. Without an increase in sales price or a decrease in operating costs, material salvaged at lesser grade would not be profitable. The mineral reserve as stated herein does not include the potential mineralized material, which may be salvaged, which meets the breakeven grade cutoff but is less than the design GT cutoff.

    Mining and Mineral Processing Recovery Parameters and Sensitivity

    Mineral reserves are that portion of the Indicated Mineral Resource, Section 14, which are economically recoverable under current cost and pricing conditions. The mineral resource model, the GT contour estimation methodology, and the geologic interpretations, as described in Section 14, also apply to the mineral reserve estimate. The key parameters in the conversion of mineral resource to mineral reserves include mine dilution and recovery.

    As previously discussed in Section 14 and 15, mineral resource and mineral reserve estimates account for mine dilution. Mine dilution is a function of the mineralized thickness and the mining method and selectivity. With respect to both the Congo Pit and Sheep Underground, selective mining methods and appropriate mining equipment were selected to minimize mine dilution. Mine dilution was assessed by diluting mineralized thicknesses to minimum mining thicknesses, 2 feet for open pit mining and 6 feet for underground mining. Thus, the dilution factor varies with the thickness of mineralization. The sensitivity of estimated costs with respect to mine dilution is further addressed in Section 22. A change of 10% in mine dilution is estimated to affect the IRR by 6%. Mine recovery was assessed by the inclusion of only those mineralized zones with adequate thickness, grade, and continuity to be mined. Thin and/or low grade mineralized zones were excluded from the mineral reserve through the application of dilution to minimum thickness and the subsequent application of GT cutoff. Isolated and/or discontinuous mineralization was not excluded from the mineral reserve estimate through the mine planning process. For the Congo Pit an estimated 60% of the mineral resource was converted to a mineral reserve. For the Sheep Underground an estimated 70% of the mineral resource was converted to a mineral reserve. As with mine dilution sensitivity to mine recovery was also assessed. The effect of mine recovery is similar to that of mine dilution in that a change of 10% in mine recovery is estimated to affect the IRR by 6%.

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    Mineral processing recovery is discussed in Section 17. Due to the nature of the mineralization whereby the uranium minerals occurs as interstitial material between the sand grains, mineral processing commonly results in a rather uniform residual uranium value which remains in the solid material. This loss or “tail” is consistent irrespective of the initial grade. This has been confirmed by column leach testing which showed a constant tail of less than 0.02 %U 3 O 8 (RDE, 2011). In addition, there are uranium losses related to the recovery of the uranium values from the leach solutions. These “liquid’ losses are typically 0.02 %U 3 O 8 (Woolery, 1978). Thus, based on testing to date an overall loss of 0.04 %U 3 O 8 is indicated. However, to provide conservatism in the estimate and to account for potential variations in the mineralized material with respect to the materials tested and overall loss of 0.10 %U 3 O 8 was applied. Based on the estimated mine life grade of 0.123 %eU 3 O 8 this results in an overall mineral processing recovery factor of approximately 92%.

    The mining mineral processing methods and factors recommended have been employed successfully at the similar projects in the past. Successful uranium recovery from the mineralized material at Sheep Mountain and similar areas such as the Gas Hills has been demonstrated via both conventional milling and heap leach recovery. The project is a brown-field development located in a state which tends to favor mining and industrial development. The project has been well received locally and will also provide substantial revenues to both Fremont County and the State of Wyoming in addition to providing long term employment for the region. The author is not aware of any factors including environmental, permitting, taxation, socio-economic, marketing, political, or other factors which would materially affect the mineral resource estimate, herein.

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    SECTION 16: MINING METHODS

    The Sheep Mountain Project includes the Congo Pit, a proposed open pit development, and the reopening of the existing Sheep Underground mine. Although alternatives were considered, the recommended uranium recovery method includes the processing of mined materials via an on-site heap leach facility as discussed in Section 17 of this report.

    Figure 16.1 depicts the overall project. Mining will be completed by both underground and open pit methods as subsequently described. Mined product from the underground and open pit mine operations will be commingled at the stockpile site located near the underground portal and in close proximity to the pit. At the stockpile the mined product will be sized, if needed, blended, and then conveyed via a covered overland conveyor system to the heap leach pad where it will be stacked on a double lined pad for leaching. The primary lixiviant will be sulfuric acid. Concentrated leac ch solution will be collected by gravity in a double lined collection pond and then transferred to the mineral processing facility for extraction and drying. The final product produced will be a uranium oxide commonly referred to as yellowcake.

    Figure 16.1 – Project Overview

    Mine Productivity and Scheduling

    The project consists of two distinct and independent mining areas, the Congo Open Pit and the Sheep Underground, with common processing on mine material via a heap leach recovery facility. The currently planned mine life of the open pit is 15 years with an additional 5 years allotted for mine closure and reclamation . The currently planned mine life of the underground in 11 years. The heap leach facility is designed to accommodate the mined material from both open pit and underground mine operations over an operating life compatible with the open pit operations. Refer to the production profile Section 21.

    Three production alternatives were considered for detailed financial evaluation reflecting variations in overall project scheduling as follows;

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    Alternative 1 provides the highest internal rate of return (IRR), the highest net present value (NPV), and the highest average and annual uranium production level. However, Alternative 1 also requires the highest level of initial capital. Alternative 3 has the lowest overall capital requirement but has the lowest average annual and total uranium production and the lowest IRR and the NPV. Alternative 2, or some variation thereof which delays the start of the underground operations with respect to the open pit mine and heap leach facility, is the preferred alternative in that, it has the same lower initial capital requirement as Alternative 3 and the higher average annual and total uranium production as Alternative 1. In addition, Alternative 2 has the practical advantage of staggering some of the initial startup challenges and demands, for example, personnel recruitment and training.

    Depending on the development alternative, production varies from a low of 180,000 tons processed with 366,000 pounds of uranium produced per year during the start of operations of the open pit and heap leach, to a high of 660,000 tons per year processed with approximately 1,500,000 pounds of uranium produced per year at peak production with both the open pit and underground mines in operation. On average the open pit produces 264,000 tons per year containing 608,000 pounds of uranium. Similarly the underground produces an average of 318,000 tons per year containing 841,000 pounds of uranium. Average annual production from the heap leach and processing facility is estimated to be 1,224,000 pounds of uranium.

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    Congo Open Pit

    The current mine design for the Congo Pit includes typical highwall heights in the range of 100 to 400 feet, and reaches a maximum depth of 600 feet in localized areas in the southeast pit corner. The open pit design employs similar design parameters and mining equipment configurations to those used successfully in past Wyoming conventional mine operations. Highwall design is based upon the performance of past projects in the Sheep Mountain and Gas Hills districts, and includes an average highwall slope of 0.7: 1, which reflects the average of a 10-foot bench width and 50-foot wall at a 0.5:1 slope.

    As depicted in Figure 16.2. , the open pit highwalls at the McIntosh pit, built to a similar design some 40 years ago, remain remarkably stable.

    Figure 16.2 – Existing McIntosh Pit

    Figure 16.3 displays the general mine sequence and annual limits of mining. Due to the nature and extent of mineralization, the Congo Pit is essentially a single open pit that will be developed sequentially to accommodate the desired mine production and allow for internal backfilling. This sequential schedule and internal backfilling reduces the amount of double-handling of mine waste material required to backfill and reclaim the mined pit during the life of the mine.

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    The host formation is exposed at the surface and dips between 9 and 16 degrees to the southeast. The initial pit construction will create access from the open pit mine area to the mine waste and stockpile areas. Subsequent pit extensions will utilize this access. Shallow mineralized areas exist along the north and northwest portions of the pit. As a result, the overall mine sequence begins in the areas where the mineralized zones have the least amount of cover and proceeds essentially along formational dip. The first 6 pits are constructed in a panel along the up dip portion of the deposit and are the shallowest. During this time, the out of pit mine spoils areas will be developed. Subsequent pits will be completed in successive panels proceeding down and along dip, i.e. pits 7 through 10; 11 through 13; and finally pits 14 and 15, which reach the greatest depths. Beginning with pit 7, the great majority of the mine waste will be sequentially backfilled in previous pits.

    Detailed Open Pit Mine Sequence drawings follow as Figures 16.4 through 16.18 representing the open pit mining sequence for pits 1 through 15, respectively.

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    Figure 16.3 - Congo Pit Annual Pit Sequence

     

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    Existing underground mines will be encountered during open pit operations. Ground control for the underground mine areas that will be uncovered during the pit excavation will be conducted by the use of a crew including a medium sized excavator, a medium sized dozer, and oversight by a field engineer with access to the digital 3D modeling of the underground mines as completed from the historic underground mine mapping. The basic procedure for this process will be to locate shallow underground zones in the pit floor based upon the mine mapping, over-excavate and collapse the mine voids, and backfill the area prior to placing other mining equipment in the area. Assistance in location of the voids may be provided by in-pit drilling equipment and/or shallow seismic testing.

    Based upon site relief in the Congo area, surface water inflow can be kept out of the pit by ditching around the highwall crest and day-lighting the runoff to offsite drainages. In addition to controlling surface water runoff, the ditching will serve as a safety berm to prevent access to the highwall. All offsite drainage will meet the requirements of the WYPDES permit, including appropriate sediment control measures. Excess groundwater inflow in the pit will be used as a part of the daily operation of the pit for dust control on haul roads or consumed at the processing facility. Current data indicates that ground water flow will average less than 150 gpm and will not be encountered until pit 6.

    Equipment cycle times have been estimated for both stripping and mining using the specific haulage profiles shown on the open pit sequence maps, Figures 16.4 through 16.18. Based on these estimates, both the stripping and mining can be accomplished in a single 10-hour daily shift, 5 days per week. The proposed primary stripping fleet consists of three 637 CAT twin engine scrapers paired with three 631 CAT single engine scrapers in a push-pull configuration. Both stripping and mining equipment will be supported by dozers and motor graders. The nominal capacity of this configuration is capable of excavation and placement of over 5 million cubic yards of material on an annual basis. Mining will be completed in a selective manner with a 2 cubic-yard bucket on a medium-size excavator loading two 35 ton articulated mine haul trucks. The mining crew is projected to have excess annual capacity and will thus be responsible for handling the majority of the internal mine waste. Table 16.1 summarizes the open pit mining fleet.

    In-pit grade control will be a critical aspect of the project. This type of sandstone hosted uranium deposit may exhibit local variability in grade and thickness, and potentially variable radiometric equilibrium conditions. To address these conditions, minimize mine dilution, and maximize mine extraction: a tiered systematic grade control program is essential. The following describes the grade control program.

    Tier 1, Radiometric Scanning: Field personnel equipped with calibrated hand-held gamma meters will be assigned to both the stripping and mining crews.

    Tier 2, In-Pit Assay: A portable sample trailer equipped with an portable x-ray fluorescence (XRF) assay instrument, and appropriate sample preparation equipment will be located in the pit. Mine trucks will be sampled with an auger system; the samples prepped and assayed; and trucks will then be directed to deliver the material to the stockpile or mine waste area depending on the results of the assay.

    Tier 3, Quality Control: As each mine truck is sampled and tested, the field assay sample rejects will be collected and separated by grade ranges. The daily pit samples will be blended and split to provide representative samples which will in turn be assayed at the plant laboratory. The plant lab will assay both solid and liquid samples and will be subject to an outside and/or third party quality control system.

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    Table 16.1 Open Pit Mining Equipment List

    Major Equipment Number Capacity/LoadFactor
    330 LX Linkbelt Excavator 2 2cy
    16M CAT Motor Grader 1
    140 CAT Motor Grader 1
    D-8 CAT Track Dozer 1
    D-9 CAT Track Dozer 1
    CS64 CAT Vibratory Compactor 1
    A30D Volvo Articulated Truck 2 32tons/load
    980 CAT Wheel Loader 1 6cy
    637 CAT Twin Engine Scraper 3 29cy/load
    631G Scraper 3
    623 CAT Self Loading Scraper 1 18cy/load
    Water truck 3000 gallons 1 3000 gal
    Water truck 8000 gallons 1 8000 gal
    Mine Support vehicles    
    Fuel/lube truck 1  
    Mechanical service truck 1  
    Rubber tire backhoe Cat 414e with forklift attachment 1
    Pickup trucks, 4WD, ¾-ton 8  

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    Sheep Underground

    The Sheep Underground mine has operated as a conventional underground mine on three separate occasions. No reports of adverse ground conditions, flooding, cave-ins or any other unusual mining conditions are known to the author. The historic mining method was a modified room and pillar method using conventional techniques. Jacklegs were used to drill out the rounds and underground track haulage was used to transport the ore to Shaft No. 1.

    The mining method proposed going forward is also a conventional method using a modified room and pillar method, but utilizing modern mining equipment such as jumbo drills and 7 cubic-yard scooptrams for haulage. A new double entry decline will be constructed starting at the Paydirt Pit and ending below the deposit. Haulage from the mine will be accomplished via a 36 inch conveyor within one of the double declines. The existing shafts will be used for ventilation purposes only, with exhaust fans mounted at both locations. If the existing borehole ventilation shafts can be rehabilitated, they will be used as intake shafts. The deposit is comprised of 16 mineralized zones with a total thickness of approximately 350 feet. The deposit will be mined primarily from bottom to top.

    Sheep Underground mining method summary:

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    The planned location of the new decline in relation to the existing workings is shown on Figure 16.19. This figure is also an index map for the annual underground mine sequence maps which follow. Figures 16.20 through 16.31 show the annual development and mining sequence for through eleven years of planned mining. Table 16.2 summarizes the underground mine fleet.

    Table 16.2 - Underground Mining Equipment List

    Major Equipment Number Capacity/ Load Factor
    Model Boomer S1L Face Drill 3
    Model Boomer 104 Face Drill 1
    Model Boomer S1D-DH Face Drill 1
    Model Boltec SL Bolter 7
    Model Boltec 235 Bolter 2
    Model ST7LP Scooptram 4 7cy
    Model ST7 Scooptram 2 7cy
    Mine Support vehicles
    Powder Buggies 2
    Bobcat Skidsteer 2
    Utility Truck-Flatbed 1  
    Scissor Truck 8  
    Man trips 6  
    Pickup trucks, 4WD, ¾-ton 8  
    Fuel/lube truck 1  
    Mechanical service truck 1  
    Forklift 1  

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    SECTION 17: RECOVERY METHODS

    The planned uranium recovery method at the Sheep Mountain Project is conventional heap leaching which includes: the mobilization of uranium values into solution from the mined material stacked on the heap pad via acid leaching, delivery of uranium rich solutions to a recovery plant (mill), and concentration of the uranium to a saleable product via solvent extraction, and precipitation systems that will be capable of producing up to 2 million lbs U 3 O 8 annually. Annual uranium production as shown on Table 21.1 – Production Profile – Preferred Alternative, varies from as low as 366,000 pounds during start up to over 1.5 million pounds annually.

    Uranium recovery at Sheep Mountain will include the following processes:

    The uranium recovery or “milling” process equipment will be housed in two buildings within the proposed mill boundary. All solvent extraction processing and equipment will be located within the SX Plant to isolate potential fire hazards associated with the organic solutions. Yellowcake processing, including precipitation, washing, drying, packaging, storage, and loading will be located within the Process Plant. Reagent storage and distribution systems will be located within or next to the process buildings.

    Processing (‘milling’) begins as run-of-mine product is stacked on the double lined heap leach pad using covered belt conveyors and a covered radial arm stacking (RAS) belt conveyor as depicted on Figure 17.1 – Typical Heap Leach Schematic. The stacked mined material is leveled with low ground pressure equipment forming a “lift”. A protective layer of gravel is place on top of the lift to mitigate fugitive dust and transport of radioparticulates from the heap. A drip irrigation system using conventional plastic piping is then installed on top of the completed lift, and the heap is ready for the application of leach solutions.

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    Figure 17.1 - Typical Heap Leach Schematic

     

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    Figure 17.2 – Overall Process Block Flow Diagram, depicts the general flow of solutions and uranium within the heap and recovery plant. The process begins with the pumping of the leach solution from the Raffinate Pond to the top of the heap where it is applied using drip emitters. The leach solution consists of water; an oxidizing agent, such as sodium chlorate, to convert the uranium to a soluble valence; and a complexing agent, sulfuric acid, to complex and solubilize the uranium. The result of the heap leaching process is a pregnant leach solution (PLS) containing a mixture of uranyl trisulfate (UTS) and uranyl disulfate (UDS). PLS percolates through the stacked mined material via gravity drainage and is intercepted by the heap leach pad liner system and gathered into collection pipes, which drains by gravity into the collection pond. The PLS is then pumped from the collection pond into the solvent extraction (SX) Plant where the PLS is filtered to remove suspended particulates, and the uranium is recovered using organic phase ionic exchange solutions. The resulting, uranium-depleted solution called barren leach solution or “raffinate,” flows by gravity from the SX Plant to the raffinate pond. This raffinate solution is refortified with additional acid and oxidant and additional make-up water and is then pumped back to the heap in a continuous cycle. From the SX Plant, uranium-rich strip solution is sent to the Process Plant for precipitation of a yellow, solid uranium oxide known as ‘yellowcake.’ The precipitated yellowcake is then washed, dried, and packaged into sealed 55 gallon drums for shipment. Yellowcake is shipped via truck to an enrichment facility in regular shipments approximately once every two weeks.

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    Figure 17.2 - Overall Process Block Flow Diagram


    To prevent buildup of undesirable ionic species in the circulating leach solution a bleed stream representing a small, specified portion of the total leach solution flow is removed from the circuit. The bleed stream is sent to the holding pond for storage and disposal. The bleed stream and other liquid wastes are disposed by evaporation in the holding pond or on spent portions of the heap leach pad.

    The application, collection, stripping, and re-application of the leach solution is a continuous process. The mined material remains under leach throughout primary leaching, resting of the mined material between leach solution applications, secondary leaching, potential rinsing, and draindown. Only after the mined material is drained does it become a waste product under current regulatory definitions.

    Site Layout and Construction

    The general site layout and construction requirements for the heap leach and processing facility are shown on Figure 17.3. The construction costs related to the heap leach and processing facility are included in the capital cost estimate.

    The heap leach pad area is approximately 40 acres which is subdivided into four cells which can be loaded with up to four lifts of approximately 25 feet in height or a total of 100 feet. The stacking rate for individual lifts will depend on the variable mine production rates. Table 21.1 – Production Profile – Preferred Alternative shows the planned heap loading sequence which is graphically depicted on Figures 17.4 through 17.8 which show the operation of the heap by lift and year of operation.

    Column leach testing; which simulates flow rates and uranium recovery from the heap and geotechnical testing of the leached material and its reactions, physical and chemical, with the liner; shows that it is possible to operate the heap leach up to four lifts or a final height of 100 feet. Production sequencing and cost estimation at his time have made the conservative assumption that active leaching should be limited to two lifts, rather than four, or 50 feet in height. To utilize the full capacity of the heap pad, leached material would be relocated within the pad area to allow successive leaching in no more than two vertical lifts. A description of this sequential process follows:

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    Reclamation and decommissioning of the Sheep Mountain Project uranium recovery facility generally will consist of decommissioning the process plant, the SX Plant, ancillary facilities, and the holding pond, and placing the associated 11e.(2) byproduct material within the on-site disposal cell. The lined portions of the collection pond, raffinate pond, and heap leach pad will become the disposal cell for long-term isolation and stabilization of all liquid and solid 11e.(2) byproduct material associated with the planned operations. The proposed NRC License Area and other areas potentially affected by licensed operations will be assessed and remediated to meet appropriate release criteria, and the disposal cell will be capped with an NRC approved cover to ensure compliance with the requirements of 10 CFR 40.

    After the heap leach pad area has been completely filled and leaching, potential rinsing and potential treatment and subsequent drainage have been completed, spent heap materials, now tailings, will be graded to their final configuration. Any 11e.(2) byproduct material, including material from the plant decommissioning, liner from the Holding Pond, and any other 11e.(2) byproduct materials requiring disposal will be appropriately sized and placed within the lined disposal cell prior to completing the reclamation cover. The final cover will consist of a clay based radon barrier, a gravel/cobble capillary break, biointrusion and freeze/thaw protection layer, and a rip rap erosion protection layer. This final reclamation cover is designed to be a zero water balance cover using vegetation as a planned component of the cover water balance.

    Costs for decommissioning and reclamation of the heap and mineral processing facilities are incorporated into the operating costs estimate, Section 21.

    Detailed estimated of capital and operating requirements and costs have been completed (Lyntek, 2012). The following is a summary of the operating requirements energy, water, and consumable materials required for the mineral processing facility. Process water and electrical power are currently available on site and are adequate to serve the planned operations.

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    SECTION 18: PROJECT INFRASTRUCTURE

    All necessary utilities and general infrastructure for the planned project are either currently available on site or can readily be established. Existing infrastructure is depicted on Figure 18.1.

    All planned mining, mineral processing, and related activities are located within the existing Mine Permit 381C which is held by Titan. These lands are adequate for all planned mining operations including the disposal of mine mineral processing wastes and/or tailings.

    Rights of Way (ROW)

    Right of Way applications for an overhead power line and mine dewatering pipe line utility corridor from the heap facility area (located on private land) to the Sheep I and Sheep II shafts have been approved, and the right of ways have been granted under BLM Grants WYW168211 and WYW168212. The main water supply pipeline for the plant will be located on private lands from either the McIntosh Pit or Sheep underground to the plant site.

    Power and Utilities

    Telephone, electric and natural gas service are available at the site and were upgraded in 2011 to provide the required service for the planned project.

    Process Water

    With respect to mine and mineral processing operations, the mineral processing facility will operate at an average flow rate of 360 gpm. However, the majority of the flow is recirculated resulting in an estimate net water demand of 135 gpm. The largest consumptive use of water on the project will be for dust control for the open pit, hauls roads, stockpile areas, and the conveyor system. This use is estimated to average 150 gpm over a 9 month period or 100 gpm on an annual basis. Thus, the total water use is estimated at 235 gpm. Dewatering at the Sheep Underground mine produces approximately 200 gpm, based on past production records. In addition, dewatering of the Congo Open pit requires an estimated 150 gpm beginning in year 7 and extending to the end of mining. Thus, approximately 350 gpm of water will be produced by the mines, which is adequate for the planned operations.

    Site Access

    Primary access to the site is provided via an existing county road. This road is designated as an industrial access corridor by the BLM in their current Resource Management Plan (RMP). The county road provides access to within one mile of the site from which there is an existing private gravel road to the site.

    Mine Support Facilities

    Mine support facilities will consist of an office, mine shop and warehouse, and a dry facility. In consideration of the remoteness of the site and the potential for hazardous winter driving conditions, emergency stores of non-perishable food and water will be kept on-site along with portable cots should it be necessary for personnel to remain on-site during such conditions.

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    Public Safety and Facility Maintenance

    Access to the site will be controlled by fencing where appropriate at the Mine Permit 381C boundary and internally at the Radiation Control boundary. Initial public access to the mine and heap leach facility will be controlled through a single entrance with a guard shack manned during operating hours and gated at all other times. The mine facility will be regulated by MSHA and the State Mine Inspectors Office. Any persons wishing to enter the facility will be required to complete safety training as required by regulations and be equipped with appropriate Personal Protective Equipment (PPE) depending on which areas they wish to enter.

    The heap leach processing facility is internal to the mine permit and will be enclosed by additional fencing. As with the main entrance to the project, the entrance to the radiation control area will be protected by a guard shack manned during operating hours and gated at all other times. In addition to confirming safety training, all visitors accessing the radiation control area will be subject to radiometric scanning prior to entering the area and prior to leaving the area. All visitors and personnel will have to pass the scan out procedure prior to leaving the facility.

    Fire and emergency services are available from Fremont County and Jeffery City. The site is registered with emergency services and emergency contact numbers are posted at the mine office.

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    SECTION 19: MARKET STUDIES AND CONTRACTS

    A long term uranium delivery price of $65 per pound US is recommended as the base case for financial evaluations, based on the following. Monthly long term industry average uranium prices based on the month-end prices published by Ux Consulting, LLC, and Trade Tech, LLC, are posted by Cameco Corporation. The three year average given for long term uranium supply contract is $64.40 per pound. See ( http://www.cameco.com/investors/uranium_prices_and_spot_price/)

    Recently published information also forecasts rising uranium prices forecast uranium prices of between $65 and $75/lb over the next couple of years (Talbot, 2012).

    Table 19.1 – Long Term Uranium Price

      2008 2009 2010 2011  
    Jan $95.00 $69.50 $61.00 $71.50  
    Feb $95.00 $69.50 $60.00 $71.50  
    Mar $95.00 $69.50 $59.00 $70.00  
    Apr $90.00 $67.00 $59.00 $69.00  
    May $87.50 $65.00 $59.00 $68.00  
    Jun $82.50 $65.00 $59.00 $68.00  
    Jul $80.00 $65.00 $60.00 $68.00  
    Aug $80.00 $64.50 $60.00 $64.50  
    Sep $75.00 $64.50 $61.00 $63.50  
    Oct $70.00 $64.50 $62.00 $63.00  
    Nov $70.00 $61.00 $65.00 $62.50  
    Dec $70.00 $61.00 $66.00 $62.00  
      Average $65.50 $60.92 $66.79 $64.40 (‘09-‘11)

    The author has reviewed the 3-year long-term uranium pricing and is of the view that inclusion of a uranium price of $65.00 per pound US is reasonable for inclusion in the economic analysis of this report. To the author’s knowledge no contracts for the sale or delivery of uranium produced from this project exist.

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    SECTION 20: ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT

    Uranium mining at Sheep Mountain occurred from the mid-1950s through 1982, with only short periods of intermittent mining occurring since 1982. Both random room-and-pillar underground and open-pit surface mining methods were employed. In 1973, the State of Wyoming passed the Environmental Quality Act, which required mining operations to reclaim the land after conclusion of mining activity. A substantial amount of reclamation has since been performed at the property by mining companies and by the Wyoming Department of Environmental Quality’s Abandoned Mine Land Division (WDEQ/AML). WDEQ/AML is responsible for reclaiming mining activities that predate the implementation of the 1973 Act. Because of the intensive mining that has occurred over the years, most of the property has experienced surface disturbance and mining related impacts.

    The Sheep Mountain Project is situated on a mixture of private fee land with federal mineral rights, federal land and minerals administered by the Bureau of Land Management (BLM), and State Trust lands with state-owned minerals administered by the State of Wyoming, Department of Environmental Quality, Land Quality Division (WDEQ/LQD). The Sheep Mountain Project is permitted under an existing Mine Permit (381C), which is held by Titan and administered by the WDEQ/LQD. The original mine permit for the project was issued by the WDEQ Land Quality Division (WDEQ/LQD) in 1975 to Western Nuclear, Inc. The permit has been amended 5 times and remains active and in good standing. Initial environmental baseline studies for this Mine Permit were completed in the 1970s and early 1980s. Because of this mixture of land and mineral ownership and because the proposed mineral processing facility is licensed by the U.S. Nuclear Regulatory Commission (NRC), a number of state and federal agencies are involved in the permitting and licensing of this project. The WDEQ/LQD is the lead agency for the State, though other State agency approvals are necessary. The primary federal agencies involved include the BLM, NRC and U.S. Environmental Protection Agency (EPA). In addition, County approvals for construction are also required.

    BLM and Wyoming have established a Memorandum of Understanding (MOU) that allows WDEQ/LQD to issue the Mine Permit for both State and BLM lands while the BLM administers the National Environmental Policy Act (NEPA) for activities and impacts to the federal lands based on a Plan of Operations (POO) prepared by the permitee. The BLM also comments on the mining, milling and reclamation activities proposed in the Mine Permit.

    The planned mining operations are generally compatible with the existing Mine Permit. The only significant change in the Mine Permit will be the addition of an on-site mineral processing facility. This proposed mineral processing facility will consist of a heap leach operation and uranium processing facility that will produce a final product of yellow cake for shipment. The mineral processing facility will require a combined NRC Source Materials and Byproduct Materials License, which requires the submittal of an Environmental Report (ER), to support NRC’s compliance with NEPA, and a Technical Report (TR). Once the ER and TR are accepted by the NRC, NRC will develop an Environmental Impact Statement (EIS) for the project. Formerly, a Source Materials License was held within the project limits for the Green Mountain Ion Exchange Facility (GMIX). This former license was terminated in the 1990s and the environmental obligations and liabilities associated with that license have been mitigated.

    This section provides a summary of the environmental studies conducted at the site, the proposed operating plans, state and federal permitting requirements for the project, potential social or community relations requirements, and the proposed mine closure and reclamation plans. Although the permitting requirements for this project are substantial, the risk is relatively low as the project has strong local support and there are no identified environmental issues that would materially affect project permitting.

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    No potential social or community related requirements, negotiations, and/or agreements are known to exist with local communities and/or agencies other than those discussed herein.

    Environmental Studies

    Initial environmental baseline studies for this Mine Permit were completed in the 1970s and early 1980s. Titan has conducted additional baseline studies from 2010 through the present time. Baseline studies include land use characterization, culture resource surveys, meteorology and air monitoring, geology, hydrology, soils, vegetation, wildlife, and radiology. These studies, which are summarized below, are being performed to the level of detail and quality typically required by state and federal agencies.

    Land Use

    The Sheep Mountain Project is situated in steep terrain, ranging in elevation from 6,600 feet to 8,000 feet. Wildlife density and diversity is limited due to the sparse vegetation and lack of tree overstory over most of the property. The project is remote with only one residence located within 1.5 miles of the project boundary. Land use within the Mine Permit boundary is limited to the permitted mining and exploration activities, livestock grazing under BLM grazing leases and seasonal hunting. Livestock grazing and hunting access will be restricted within the Mine Permit boundary during the proposed project lifecycle. However, the area removed from hunting and grazing represents a minute fraction of the available hunting and grazing area within the region and is not anticipated to have a significant impact on either land use. No land use impacts outside the Mine Permit Boundary are anticipated.

    Cultural Resource Surveys

    Cultural resource surveys were conducted on the land within the mine permit boundary. The scope for each of these studies was developed in consultation with BLM archeologists. No enrolled or eligible National Register of Historic Places (NRHP) cultural properties were found within the permit boundary. The closest NRHP eligible sites to the project are the Crooks Gap Stage Station and the Rawlins-to-Fort Washakie Road located outside the Mine Permit area. BLM has determined that visual setting is not a contributing factor to these NRHP sites. Therefore, the project is not expected to materially impact either of these NRHP sites.

    Meteorology and Air Monitoring

    The Sheep Mountain Project falls within the intermountain semi-desert weather province. Titan installed a 10-meter-tall meteorological station directly down-wind of the proposed mineral processing facility in August of 2010 and has operated this station continuously since that time in accordance with EPA and NRC guidance.

    Titan has also installed nine air monitoring stations around the project area. These monitoring stations include high volume air samplers that collect radio-particulates, Track Etch cups that detect radon, and Threshold Limit Dosimeters (TLD) that record direct gamma radiation. The meteorological and air quality data will be used to support NRC licensing of the proposed mineral processing facility and air quality permitting with the State of Wyoming.

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    Geology

    The project sits within a southeast plunging synclinal fold with the Battle Springs Formation comprising the uppermost geologic unit. It is underlain sequentially by the Fort Union Formation and Cody Shale, which extend several thousand feet below the site. The mineral reserves and resources are hosted by the Battle Springs Formation. The geologic conditions have been sufficiently characterized to support the proposed permitting activities.

    Hydrology

    Surface water within the Mine Permit area is comprised of ephemeral drainages that flow only in response to snow melt and seasonal, high-intensity rainfall events. These ephemeral drainages drain to the west from Sheep Mountain into Crooks Creek, a locally perennial creek that flows south to north and is located approximately ½ mile west of the mine permit boundary. In addition, non-flowing surface water is present on the site in the un-reclaimed McIntosh Pit, and seasonally in permitted storm water retention structures. Both flowing and non-flowing surface water quality and quantity have been characterized through more than a year of regular sampling and flow gauging. Surface water sampling of the McIntosh Pit has been performed annually for more than a decade and the pit lake has exhibited relatively stable water quality.

    Groundwater within the Mine Permit boundary exists within the synclinal fold of the Battle Spring Formation and Fort Union Formation and is bounded by the Cody Shale, which acts as a local aquiclude to vertical groundwater migration. Groundwater in the uppermost aquifer, hosted predominantly by the Battle Spring Formation, has been well characterized over more than 20 years spanning active mining and a long post-mining period. New monitoring wells have been installed in the areas proposed for mining and mineral processing. Collected groundwater quality data is representative of a full cycle of active mining and mine reclamation. The site’s groundwater quality is considered Class III (Livestock/wildlife); no substantial changes to groundwater quality are anticipated from subsequent cycles of mining and reclamation.

    Soils and Vegetation

    Detailed soil and vegetation surveys were performed in 2010-2011 to update the 1980 data presented in the original Mine Permit. No Threatened and Endangered (T&E) plant species were encountered on the study area during the1980 field investigations or in the 2010-2011 surveys. One BLM-sensitive plant species, Pinus flexilus (Limber Pine) is present within the affected area as well as the control area. Any mitigation measures associated with this species are expected to be minimal. Two wetlands were located and mapped during the 2010-2011 surveys within the project area. However, they are located in the southeast corner of the project area near an unnamed pond where no surface disturbance is proposed. These wetlands are isolated and are likely non-jurisdictional.

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    Wildlife

    Wildlife surveys were performed in 2010 and 2011 to update the earlier studies presented in the existing Mine Permit. These studies include raptor surveys, Sage Grouse surveys, small and large mammal surveys, and fish surveys in local ponds. The proposed disturbances are outside the Sage Grouse Core Area designated by the State of Wyoming as well as crucial winter range for large game species. No T&E wildlife species were observed or are expected to occur within the permit area and no BLM sensitive species that warrant special attention were identified in site surveys. In summary, no wildlife management issues or conflicts have been identified that would preclude the proposed mining and milling activities.

    Radiology

    Radiological surveys of the project area, as required by NRC Regulatory Guide 4.14, have been performed at the project site. This includes gamma radiation surveys, soil radium-226 concentration mapping, ambient gamma dose rate and radon monitoring, air radio-particulate monitoring, radon flux measurements, as well as soil and sediment, groundwater, surface water, vegetation, and animal tissue sampling (cattle and fish) for radionuclides. The radiological survey results reflect the elevated baseline conditions present at the site due to natural mineralization and previous mining disturbances. The radiological surveys have been conducted in accordance with the precision, accuracy and quality assurance guidelines recommended by the NRC.

    Operating Plans

    The operating plans for the Congo Open Pit, Sheep Underground, and the heap leach and processing plant are described in detail in other sections of this report. Monitoring and reporting of air, ground water, surface water, reclamation and other mitigation measures will continue throughout the life of the project.

    Health and safety at the mines will be primarily regulated through the Federal Mine Safety and Health Administration or MSHA. Sheep Mountain previously had a MSHA Mine Number designation which can be restored with submission of a current health and safety plan.

    Permitting Requirements

    Permitting and licensing of the proposed mining and milling activities will involve county, state and federal agencies. Summaries of these permits and licenses follow.

    Fremont County

    Construction permits for buildings and septic systems will be required by Fremont County. These permits applications will be developed and submitted once most substantive technical questions have been has been resolved with state and federal agencies. The County permits are not anticipated to present technical or time critical issues in the development of this project.

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    Wyoming Land Quality Division

    An update to the existing Mine Permit (381C) is being developed and will be submitted to the WDEQ/LQD in mid-2012. Titan has had productive meetings with WDEQ in which WDEQ staff have been briefed on the proposed updates to the Mine Permit. It is anticipated that approval of this update to the Mine Permit will be ready in advance of the BLM completing its NEPA process. Under the MOU with BLM, WDEQ will formally approve the Mine Permit update after formal concurrence by BLM.

    Wyoming Abandoned Mine Land Division

    The WDEQ/AMLD program does not administer any licenses or permits directly related to the Sheep Mountain Project mining or milling activities. However, the AMLD program has established a budget for reclamation of the McIntosh Pit in the most recent Wyoming State legislature session for program implementation in 2013. The reclamation of the McIntosh Pit, located directly south of the proposed mineral processing facility, provides for backfill of the pit lake. This will benefit the project, as it will facilitate future closure of the proposed mineral processing facility. Backfilling of the McIntosh Pit is also expected to modify the local groundwater hydrologic regime; however, monitoring wells are in place to quantify any changes that may take place. Accordingly, the AMLD activities are not anticipated to have a significant effect on the proposed Sheep Mountain Project mining and milling activities.

    Wyoming Air Quality Division

    The Wyoming Air Quality Division (WAQD) administers the provisions of the Clean Air Act as delegated to the state by EPA Region VIII. Titan has initiated discussions with the WAQD and EPA regarding application of an air permit for the Sheep Mountain Project. The substance of these discussions indicates the Sheep Mountain Project will likely be considered a minor source under the State Air Quality Regulations. The existing baseline air quality and meteorological data discussed in Section 20.1.3 will be used in conjunction with calculated air emissions to develop the air permit application. Development of this application has been initiated and WAQD approval is anticipated in advance of the NRC approval of the combined Source and Byproduct Materials License.

    Wyoming Water Quality Division

    Discharges to surface water, if needed as part of the mine dewatering and mine water management program, are permitted by the State of Wyoming under authority delegated by EPA Region VIII for the National Pollution Discharge Elimination System (NPDES) program. Currently, water produced from mine dewatering is expected to be 100-percent consumed for mineral processing and dust suppression. A WPDES permits application may be developed at a later date should the dewatering of the deeper underground levels produce more water than can be consumed by the mining and processing operations.

    Wyoming State Engineers Office

    The Wyoming State Engineers Office (SEO) is responsible for permitting of wells and impoundments, and issuance and modification to water rights. An application to relocate the point of withdrawal for Titan’s existing water rights will be developed and submitted to the Wyoming SEO for mine dewatering. In addition, future monitoring wells and impoundments will be permitted with the SEO once the NRC combined Source and Byproduct Materials License application has passed completeness review and most substantive technical questions have been has been resolved. Approvals of the SEO permits are not anticipated to be time-critical approvals.

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    U.S. Bureau of Land Management

    The BLM is currently preparing an EIS based on the POO submitted by Titan on June 16, 2011, as amended. BLM has deemed the POO “complete”, has held public scoping meetings, and is developing a Draft EIS for public comment. Titan continues to work closely with the BLM and anticipates that the BLM’s review process under the National Environmental Policy Act (NEPA) will be concluded in advance of NRC’s license approval, discussed below. BLM elected to develop its own EIS, separate from the NRC’s EIS and NEPA process.

    U.S. Nuclear Regulatory Commission

    Titan has held quarterly meetings with NRC to keep them apprised of the license application development since 2010. The NRC performed a three-day pre-application audit of Titan’s draft ER and TR in October 2011 and has provided comments to Titan. Titan is in the process of incorporating NRC’s comments and suggestions and completing these two documents, which will support NRC’s development of their EIS and approval of the license application. The NRC license is the critical path approval requiring the longest time frame. Typical approval times for similar applications have averaged between 2 and 2.5 years. Titan anticipates submittal of this application in third quarter, 2012.

    U.S. Environmental Protection Agency

    The EPA oversees compliance with 40 CFR Part 61 Subparts b (underground mine venting of radon) and subpart w (radon emissions from tailings). Prior to initiation of underground mine operations, Titan will submit construction plans to the EPA in which underground mine ventilation radon emissions will be modeled to demonstrate compliance with the requirements of Part 61, Subpart b. During underground operations, routine monitoring and annual modeling will be performed to verify regulatory compliance. The existing site air quality and meteorological data will be used to support these modeling efforts.

    The project design currently includes control measures to minimize radon flux from the heap leach facility. Titan is anticipating that the EPA will issue draft changes to the Part 61 subpart w regulations in April 2012 that may include new regulations pertaining specifically to minimizing radon emissions from uranium heap leach operations. Titan will review these proposed rules when they become available and, if necessary, modify its heap leach facility plans to comply with the proposed regulations.

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    Social and Community Relations

    The surrounding communities have a long history of working with and for the region’s mining and mineral resource industry; and, their support for this project has been strong. No substantive negative comments were identified during the four BLM public scoping meetings held in 2011 and Titan has a good working relationship with many of the local land owners and ranchers. Much of the project’s local support is economically driven, as the project is expected to create more than 200 jobs over the approximately 20-year project life cycle and generate over $58 million dollars in local and state taxes and royalties. There are no Native-American groups or reservations on or adjacent to the project area. The nearest Native-American reservation, the Wind River Reservation, is located near Riverton, Wyoming approximately 60 miles from the site.

    Closure and Reclamation Plans

    The land encompassing the project area is currently used for livestock grazing, wildlife habitat, and recreation (primarily hunting). The reclamation plan will return the areas disturbed by the project to the same pre-mining uses, except for the approximately 100-acre, byproduct-material disposal cell that will be transferred to the US Department of Energy (DOE) for long-term stewardship. Reclamation bonds will be in place prior to startup for both the mining and processing areas of the project in accordance with state and federal requirements. The estimated costs amount of the reclamation bond for both the mine and mineral processing area is estimated at US$17 million. By current regulations the WDEQ requires the bond be posted based on reclamation of lands disturbed in the first year and then updated annualy as part of the annual reporting process. The NRC for the mineral processing area requires a bond for the full estimated closure and reclamation costs. The actual estimated mine closure and reclamation cost is US$32.5 million projected to be spent in years 15 to 20 of the operation.

    Congo Pit and Sheep Underground

    Mine overburden and waste rock from the Congo Pit will be used to backfill the pit in a phased manner over the life of the open pit. Initially, the waste will be removed from the pit and stockpiled in areas adjacent to the pit limits. As the pit deepens to the south, concurrent backfilling will be performed with waste placed in the mined out portions of the pit. Backfilling will be performed in a selective manner so that the more mineralized and radioactive material is covered with less mineralized subsoils and topsoil. The proposed plan is to backfill the pit to approximate original contours, returning the ground surface to essentially the pre-mining topographic contours. Selective backfilling will remove and isolate much of the naturally occurring radioactive materials left in the mine area from historical activities. The reclaimed Paydirt Pit will also be partially backfilled to create a flow-through drainage system, as opposed to the current closed drainage.

    123


    Underground operations will result in some additional waste rock being added to the open-pit overburden piles, construction of vent shafts and declines, and the installation of additional mine buildings. At the conclusion of underground operations, the mine openings will be sealed, mine buildings demolished, and waste piles used as backfill or reclaimed. The proposed reclamation plan for the open-pit and underground mining portion of the Sheep Mountain Project will provide for greater land restoration than is currently required under the existing Mine Permit.

    Heap Leach and Processing Plant

    Solid and liquid wastes from the processing of uranium ores will be managed on site. Upon closure, liquid wastes will either be a) stabilized and placed in the spent heap leach pad or b) evaporated on the heap leach pad surface prior to closure. Process buildings and equipment that cannot be released from the site, will be decommissioned, sized and placed in the spent heap according to NRC guidance. The heap leach pad and associated ponds will then be encapsulated within an engineered cover that is designed to minimize radon emissions and water infiltration. The disposal cell will then be monitored until the site meets DOE’s requirements for long-term stewardship. As one of the major environmental permits, the Wyoming Permit to Mine, is already in place and there has previously been a facility at this site licensed by the NRC, there is limited risk with regard to permitting of the operations.

    124


    SECTION 21: CAPITAL AND OPERATING COSTS

    Project cost estimates are based on a conventional open pit and underground mine operation with on-site processing via a heap leach facility. All costs are estimated in Constant 2012 US Dollars. Operating (OPEX) and Capital (CAPEX) costs reflect a full and complete operating cost going forward including all pre-production costs, permitting costs, mine and mineral processing costs through the production of yellowcake, and compete reclamation and closure costs for of the mine and mill. CAPEX does not include sunk costs or acquisition costs.

    Mining and mineral recovery methods and annual schedules are described in Sections 17 and 18, respectively. The project consists of two distinct and independent mining areas, the Congo Open Pit and the Sheep Underground, with common processing on mine material via a heap leach recovery facility. The currently planned mine life of the open pit is 15 years with an additional 5 years allotted for mine closure and reclamation . The currently planned mine life of the underground in 11 years. The heap leach facility is designed to accommodate the mined material from both open pit and underground mine operations over an operating life compatible with the open pit operations.

    Three production alternatives were considered for detailed financial evaluation reflecting variations in overall project scheduling as follows;

    Based on the economic analysis presented in Section 22, each of the mine development alternatives are economically viable. Alternative 1 provides the highest internal rate of return (IRR), the highest net present value (NPV), and the highest average and annual uranium production level. However, Alternative 1 also requires the highest level of initial capital. Alternative 3 has the lowest overall capital requirement but has the lowest average annual and total uranium production and the lowest IRR and the NPV. Alternative 2, or some variation thereof which delays the start of the underground operations with respect to the open pit mine and heap leach facility, is the preferred alternative in that, it has the same lower initial capital requirement as Alternative 3 and the higher average annual and total uranium production as Alternative 1. In addition, Alternative 2 has the practical advantage of staggering some of the initial startup challenges and demands, for example, personnel recruitment and training.

    In all cases the estimates are based on proven approaches and technologies and conservative assumptions were employed. A summary of key assumptions follows.

    125


    Production Profile

    Table 21.1 provides the planned production profile for the preferred alternative. Production varies from a low of 180,000 tons processed with 366,000 pounds of uranium produced per year during the start of operations of the open pit and heap leach, to a high of 660,000 tons per year processed with approximately 1,500,000 pounds of uranium produced per year at peak production with both the open pit and underground mines in operation. On average the open pit produces 264,000 tons per year containing 608,000 pounds of uranium. Similarly the underground produces an average of 318,000 tons per year containing 841,000 pounds of uranium. Average production from the heap leach and processing facility is estimated to be 1,224,000 pounds of uranium per year.

    126


    Table 21.1 - Production Profile – Preferred Alternative

    Congo Pit Yr1 Yr2 Yr3 Yr4 Yr5 Yr6 Yr7 Yr8 Yr9 Yr10 Yr11 Yr12 Yr13 Yr14 Y15 Yr16 Total
    Tons 280 149 131 301 326 325 293 368 207 348 203 239 344 292 149   3,955
    Pounds 603 341 694 665 567 660 506 909 539 647 399 523 677 753 637   9,118
    Grade e % U 3 O 8 0.108 0.114 0.265 0.110 0.087 0.102 0.086 0.123 0.130 0.093 0.099 0.109 0.098 0.129 0.213   0.115
    CY Interburden 165 88 77 178 192 192 173 217 122 205 120 141 203 172 88   2,334
    CY Waste 4,331 4,601 4,713 5,069 6,010 4,642 3,980 4,820 5,330 4,546 5,020 5,037 5,169 5,666 4,667   73,601
    Sheep UG                                  
    Tons         100 223 431 386 367 351 386 315 299 416 224   3,498
    Pounds         300 600 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 348   9,248
    Grade e% U 3 O 8         0.151 0.134 0.116 0.130 0.136 0.142 0.130 0.159 0.167 0.120 0.077   0.132
    Waste Tons       200 90 162 144 189 208 224 189 260 276 159 75   2,176
    Heap Leach                                  
    Total Tons 280 149 131 301 425 548 724 754 574 699 588 554 643 709 374   7,453
    Total Pounds 603 341 694 665 867 1,260 1,506 1,909 1,539 1,647 1,399 1,523 1,677 1,753 984   18,365
    Grade e% U 3 O 8 0.108 0.114 0.265 0.110 0.102 0.115 0.104 0.127 0.134 0.118 0.119 0.137 0.130 0.124 0.132   0.123
    Tons Processed 180 180 180 300 360 600 660 660 660 660 660 600 600 600 480 73 7,453
    Pounds 388 402 763 700 739 1,359 1,378 1,636 1,736 1,579 1,572 1,623 1,568 1,492 1,241 189 18,365
    Feed Grade 0.108 0.112 0.212 0.117 0.103 0.113 0.104 0.124 0.132 0.120 0.119 0.135 0.131 0.124 0.129 0.129 0.123
    Recovery 0.907 0.911 0.953 0.914 0.903 0.912 0.904 0.919 0.924 0.916 0.916 0.926 0.923 0.920 0.923 0.923 0.919
    Lbs U 3 O 8 352 366 727 640 667 1,239 1246 1,504 1,604 1,447 1,440 1,503 1,448 1,372 1,145  175 16,875

    (All tons and pound x 1,000)

    127


    CAPITAL COSTS

    Capital cost summaries follow for the three alternative development schedules. Capital costs estimates are for forward costs only and do not include any sunk or acquisition costs. In addition, while the capital cost estimates include initial warehouse and materials inventories, working capital is not included.

    • Alternative 1: Open pit and underground mine development with concurrent start of mining.

    • Alternative 2: Open pit and underground mine development with concurrent end of mining.

    • Alternative 3: Open pit mine development only.

    Table 21.2 - Capital Cost Summary Alternative 1; Open Pit and Underground Concurrent Start

    (All costs current US dollars x 1,000)

    Capital Expenditures: Contingency Initial Capital Years 2-20 Life of Mine
    Permitting (NRC, BLM, and WDEQ) $ 4,328 $ 4,328
    Pre-Development Mine Design   $ 1,200   $ 1,200
       OP Mine Equipment 15% $ 14,301   $ 14,301
       UG Mine Equipment 15-30% $ 48,601 $ 13,000 $ 61,601
       Office, Shop, Dry, and support 15% $ 3,166   $ 3,166
    Mineral Processing 25% $ 37,803   $ 37,803
    TOTAL CAPITAL EXPENDITURES $ 109,399 $ 13,000 $ 122,399
    COST PER POUND RECOVERED $7.01

    Table 21.3 - Capital Cost Summary Alternative 2; Open Pit and Underground Concurrent End of Mining

    Capital cost for Alternative 2, open pit and underground with a concurrent end of mining are the same as for Alternative 1, except the underground mine capital investment is delayed for 4 to 5 years.

    (All costs current US dollars x 1,000)

    Capital Expenditures: Contingency Initial Capital Years 2-20 Life of Mine
    Permitting (NRC, BLM, and WDEQ) $ 4,328 $ 4,328
    Pre-Development Mine Design   $ 1,200   $ 1,200
       OP Mine Equipment 15% $ 14,301   $ 14,301
       UG Mine Equipment 15-30%        $ 61,601 $ 61,601
       Office, Shop, Dry, and support 15% $ 3,166   $ 3,166
    Mineral Processing 25% $ 37,803   $ 37,803
    TOTAL CAPITAL EXPENDITURES $ 60,798 $ 61,601 $ 122,399
    COST PER POUND RECOVERED $7.01

    128


    Table 21.4 - Capital Cost Summary Alternative 3; Open Pit Only

    Capital costs for Alternative 3, open pit only, are greatly reduced in comparison to alternatives 1 and 2 as follows. The initial and life of mine capital estimates for Alternative 3 are unchanged as major equipment and replacement and repair is included in the OPEX for the surface mine equipment and mineral processing facility.

    (All costs current US dollars x 1,000)

    Capital Expenditures: Contingency Initial Capital Years 2-20 Life of Mine
    Permitting (NRC, BLM, and WDEQ) $ 4,328 $ 4,328
    Pre-Development Mine Design   $ 1,200   $ 1,200
       OP Mine Equipment                        15% $ 14,301   $ 14,301
       Office, Shop, Dry, and support                        15% $ 3,166    
    Mineral Processing                        25% $ 37,803   $ 3,166
            $ 37,803
    TOTAL CAPITAL EXPENDITURES $ 60,798 $ 60,798
    COST PER POUND RECOVERED $7.03

    OPERATING COSTS

    Operating cost estimates are based on a conventional open pit and underground mine operation with on-site processing via a heap leach facility. Operating (OPEX) costs reflect a full and complete operation including all mine and mineral processing costs through the production of yellowcake and through final reclamation. In all cases the estimates are based on proven approaches and technologies. Refer to Tables 21.5 and 21.6 for open pit with underground and for open pit only, respectively.

    Operating cost estimates were based on vendor quotations, published mine costing data, and contractor quotations. Such estimates were generally provided for budgetary purposes and where considered valid at the time the quotations were provided. In all cases, appropriate suppliers, manufacturers, tax authorities, smelters, and transportation companies should be consulted before substantial investments or commitments are made.

    Three alternatives were considered for the development of the Sheep Mountain Uranium Project. Alternatives 1 and 2 which include both open pit and underground mining have the same OPEX, $73.18 per ton mined and $32.31 per pound recovered. The difference in these options is the timing of required capital investment.

    Alternative 3, the open pit only case has lower operating costs of $65.90 per ton and $30.16 per pound recovered. Actual mining costs, open pit versus underground, are substantially lower $27.91 per ton mined open pit versus $57.79 per ton for underground. Overall OPEX on a per pound basis is similar between the options because fixed costs including reclamation are spread over more recovered pounds with the open pit and underground combined operations as compared to the open pit only operation.

    129


    Open pit mining operating costs account for:

    • All earth moving costs related to excavation and placement including:

    • Primary stripping

    • Mining

    • Interburden

    • Preparation of heap base

    • Surface support equipment
    • Overall mine supervision including health and safety
    • Surface mine and heap leach reclamation costs

    Underground mine operating costs account for:

    • All costs related to underground mine excavation

    • Conveyance of mined material to the surface for loading on the heap

    • Underground mine supervision, support and miner training

    • Underground development between mining levels and areas

    • Ventilation

    • Dewatering

    • Mine safety and ground control

    Mineral processing operating costs account for:

    • All costs related to the operation of the heap leach

    • Overland conveyor transport from the mine

    • Heap stacking and loading

    • Heap leaching and liquid handling

    • Power and water use and handling

    • All costs related to processing of uranium bearing liquids from the heap leach
    • Solvent extraction

    • Ammonia stripping and precipitation

    • Yellowcake drying and packaging

    • Power use

    • Mineral processing supervision and support
    • Radiation Safety and compliance

    • On site laboratory facilities

    • General supervision

    Reclamation and Closure Costs

    Reclamation and closure costs have been incorporated primarily into the open pit mine operating costs as the open pit and heap leach reclamation represent the largest cost components for reclamation. A specific allowance for decommissioning of buildings, facilities, and equipment was not included as these costs will be substantially offset by the salvage value for the same and/or the facilities and equipment can continue in use for the mining and processing of additional mineral resource either within reasonable proximity to the Sheep Mountain Project. The NRC licensing will include provisions to process mineralized material and/or intermediate product from like facilities and/or mines.

    130


    The current cost model is based on complete backfill of the open pit including sub-grade disposal of the heap leach material and appurtenances including liners, piping, and other materials deemed to be regulated material with respect to the NRC license.

    Bonding costs are included as a line item based on an annual rate of 2 % and an estimated bond for the mine and processing facility of 17 million dollars US.

    Additional Costs

    Additional costs include a gross products tax payable to Fremont County; mineral severance tax payable to the State of Wyoming; and various claim and state lease royalties.

    Wyoming Severance Tax is currently assed at a rate of 4% of the gross value after applying an industry factor which for uranium is currently 0.42 which thereby reduces the effect severance tax rate.

    Wyoming state lease royalties apply only to the Congo Pit area located on State section 16. The royalty under the current lease is 5% of gross value.

    Individual mining claim royalties vary slightly but do not exceed 4% of gross value.

    Note that all state and local sales taxes are included in the CAPEX estimate. Use taxes, such a taxes on supplies and consumables, are included in the OPEX estimate.

    Tables 21.5 and 21.6 which follow summarize OPEX for the mine development alternatives.

    131


    Table 21.5 – OPEX Alternative 1 &2, Open Pit and Underground Mining

    (All costs current US dollars x 1,000)

    OPEX - OPEN PIT AND
    UNDERGROUND MINING
    Alternatives 1 & 2
    Open Pit and UG
    Cost Per Ton
    Mined
    Cost Per Lb
    Mined
    Cost Per Lb
    Recovered
    Surface Mine        
    Strip $ 55,518 $ 14.04 $ 6.09 $ 6.67
    Mining $ 15,672 $ 3.96 $ 1.72 $ 1.88
    Support $ 15,002 $ 3.79 $ 1.65 $ 1.80
    Staff $ 24,211 $ 6.12 $ 2.66 $ 2.91
    Total Surface Mine
    (3,955,000 tons, 9,117,000 lbs)

    $ 110,403

    $ 27.91

    $ 12.11

    $ 13.26
    Underground Mine        
    Production $ 116,088 $ 33.19 $ 12.55 $ 13.58
    Development $ 30,048 $ 8.59 $ 3.25 $ 3.52
    Support $ 28,062 $ 8.02 $ 3.03 $ 3.28
    Staff $ 12,974 $ 3.71 $ 1.40 $ 1.52
    Contingency $ 14,973 $ 4.28 $ 1.63 $ 1.75
    Total Underground Mine
    (3,498,000 tons, 9,248,000 lbs)

    $ 202,145

    $ 57.79

    $ 21.86

    $ 23.65
             
    Blended Mining Costs*
    (7,435,000 tons, 18,365,000 lbs)

    $ 312,548

    $ 41.93

    $ 17.02

    $ 18.52
             
    Reclamation and Closure        
    NRC Annual Inspection Fees $ 840 $ 0.11 $ 0.05 $ 0.05
    Final Grading and Revegetation $ 2,000 $ 0.27 $ 0.11 $ 0.12
    Plant Decommissioning and Reclamation $ 9,000 $ 1.21 $ 0.49 $ 0.53
    Total Reclamation and Closure $ 11,840 $ 1.59 $ 0.64 $ 0.70
             
    Heap Leach        
    Variable costs per ton $ 61,323 $ 8.23 $ 3.34 $ 3.63
    Fixed Costs per year $ 42,906 $ 5.76 $ 2.34 $ 2.54
    Relocate Spent Material $ 3,000 $ 0.40 $ 0.16 $ 0.18
    Total Heap Leach $ 107,229 $ 14.39 $ 5.84 $ 6.35
             
    Reclamation Bond Mine and Heap $ 7,140 $ 0.96 $ 0.39 $ 0.42
             
    Taxes & Royalties        
     Gross Products tax per/lb $ 37,038 $ 4.97 $ 2.02 $ 2.19
     Severance Tax per/lb $ 19,078 $ 2.56 $ 1.04 $ 1.13
     State lease (pit) $ 27,838 $ 3.73 $ 1.52 $ 1.65
     Claim royalties (UG) $ 22,685 $ 3.04 $ 1.24 $ 1.34
    Total Taxes and Royalties $ 106,639 $ 14.31 $ 5.81 $ 6.32
             
    TOTAL DIRECT COSTS $ 545,396 $ 73.18 $ 29.70 $ 32.31

    *Blended mine costs represents the weighted average of open pit and underground mines. Open pit and underground mine costs, itemized separately above, are not additive but are included in the blended mine costs.

    132


    Table 21.6 – OPEX Alternative 3, Open Pit Mining Only

    (All costs current US dollars x 1,000)

    OPEX - OPEN PIT MINING
    ONLY
    Alternative 3
    Open Pit Only
    Cost Per Ton
    Mined
    Cost Per Lb
    Mined
    Cost Per Lb
    Recovered
    Surface Mine        
    Strip $ 55,518 $ 14.04 $ 6.09 $ 6.67
    Mining $ 15,672 $ 3.96 $ 1.72 $ 1.88
    Support $ 15,002 $ 3.79 $ 1.65 $ 1.80
    Staff $ 24,211 $ 6.12 $ 2.66 $ 2.91
    Total Surface Mine $ 110,403 $ 27.91 $ 12.11 $ 13.26
             
    Reclamation and Closure        
    NRC Annual Inspection Fees $ 840 $ 0.21 $ 0.09 $ 0.10
    Final Grading and Revegetation $ 2,000 $ 0.51 $ 0.22 $ 0.24
    Plant Decommissioning and        
    Reclamation $ 9,000 $ 12.28 $ 0.99 $ 1.08
    Total Reclamation and Closure $ 11,840 $ 2.99 $ 1.30 $ 1.42
             
    Heap Leach        
    Variable costs per ton $ 32,544 $ 8.23 $ 3.57 $ 3.91
    Fixed Costs per year $ 42,906 $ 10.85 $ 4.71 $ 5.15
    Total Heap Leach $ 75,450 $ 19.07 $ 8.28 $ 9.06
             
    Reclamation Bond Mine and Heap $ 7,140 $ 1.81 $ 0.78 $ 0.86
             
    Taxes & Royalties        
       Gross Products tax per/lb $ 18,323 $ 4.63 $ 2.01 $ 2.20
       Severance Tax per/lb $ 9,438 $ 2.39 $ 1.04 $ 1.13
       State lease (pit) $ 28,090 $ 7.10 $ 3.08 $ 3.37
       Claim royalties (UG) $ 0 $ 0 $ 0 $ 0
             
    Total Taxes and Royalties $ 55,852 $ 14.12 $ 6.13 $ 6.71
             
    TOTAL DIRECT COSTS $ 260,685 $ 65.90 $ 28.59 $ 31.31

    133


    Personnel

    At full production the Sheep Mountain Project will require approximately 200 employees. Roughly 80 employees will be required for operation of the open pit, heap leach, and mineral processing plant with the remainder required for the underground mine. Personnel for the open pit mine operation can be readily recruited locally as can the majority of the personnel needed for the heap leach and mineral processing plant. Some skilled positions and staff positions will need to be recruited regionally. Recruitment of underground mine personnel may pose a greater challenge. As a result cost allowances for recruiting and training of underground miners were included in the cost estimate. Figure 21.1 illustrates general project organization chart.

    134


    Figure 21.1 - Project Organization Chart

     

    (200 Total Personnel)

    135


    SECTION 22: ECONOMIC ANALYSIS

    Financial evaluations for the three development alternatives represent constant US dollars, 2012 and an average sales price of $65.00 per pound of uranium oxide. As previously stated all costs are forward looking and do not include any previous project expenditures or sunk costs. Operating costs include all direct taxes and royalties, as discussed in Section 21, but do not include US Federal Income Tax. Net Present Value (NPV) is calculated at a range of discount rates as shown. Tables 22.1 through 22.3 summarizes the estimated internal rate of return (IRR) and net present value (NPV) for the three alternatives discussed in Section 21. Subsequent sensitivity analysis is provided for Alternative 2 but is applicable, in principal, to all of the alternatives. Detailed Cash Flow analysis is provided for each alternative at the end of this section. Refer to Tables 22.8 through 22.10.

    Table 22.1

    Alternative 1 - Open Pit and Underground
    Common Start
    IRR 42%
    NPV 5% $ 248,926
    NPV 7% $ 200,606
    NPV 10% $ 145,763
    NPV 15% $ 86,103
    NPV 20% $ 50,595

    Table 22.2

    PREFERRED ALTERNATIVE
    Alternative 2 - Open Pit and Underground
    Common End
    IRR 35%
    NPV 5% $ 224,378
    NPV 7% $ 173,548
    NPV 10% $ 118,490
    NPV 15% $ 62,733
    NPV 20% $ 32,425

    Table 22.3

    Alternative 3 - Open Pit Only
    IRR 33%
    NPV 5% $ 121,818
    NPV 7% $ 96,062
    NPV 10% $ 67,253
    NPV 15% $ 36,668
    NPV 20% $ 19,065

    136


    Sensitivity to Price

    The Sheep Mountain Project, like all similar projects, is quite sensitive to uranium price as shown in the subsequent tabulations. A summary of sensitivity of the projected IRR and NPV with respect to key parameters other than price also follows. The project is roughly twice as sensitive to variances in mine recovery and/or dilution as it is to variance in OPEX or CAPEX.

    Table 22.4

    Alternative 1 - Open Pit and Underground
    Common Start
      Selling Price (USD/pound)
    Discount Rate $60 $65* $70
    NPV 5% (Million $) $ 202 $ 249 $ 296
    NPV 7% (Million $) $ 161 $ 201 $ 240
    NPV 10% (Million $) $ 115 $ 146 $ 176
          IRR 36% 42% 48%

    Table 22.5

    PREFERRED ALTERNATIVE
    Alternative 2 - Open Pit and Underground
           
      Selling Price (USD/pound)
    Discount Rate $60 $65* $70
    NPV 5% (Million $) $ 182 $ 224 $ 267
    NPV 7% (Million $) $ 139 $ 174 $ 208
    NPV 10% (Million $) $ 93 $ 118 $ 144
    IRR 31% 35% 40%

    Table 22.6

    Alternative 3 - Open Pit Only
      Selling Price (USD/pound)
    Discount Rate $60 $65* $70
    NPV 5% (Million $) $ 100 $ 122 $ 144
    NPV 7% (Million $) $ 78 $ 96 $ 114
    NPV 10% (Million $) $ 53 $ 67 $ 81
    IRR 29% 33% 37%

    *Base Case selling price

    137


    Sensitivity to Other Factors

    Sensitivity of the projected IRR and NPV with respect to key parameters other than price, previously shown, is summarized in the following table. It is considered possible that a higher heap recovery may be realized based on current metallurgical test work and historical production experience. An improvement in uranium loss of 0.004 U 3 O 8 loss would result in a 3% improvement in IRR and an improvement in NPV @ 10% discount of 12 million $. The sensitivity analysis shows that the project is not highly sensitive to minor changes in OPEX and/or CAPEX. As contingencies were added to both of these items and as costs were based primarily upon recent contractor and vendor quotes it is considered unlikely that a variance in CAPEX and/or OPEX in excess of 10% will occur. With respect to Mine Recovery and/or Mine Dilution, the sensitivity is similar to that of uranium price in that much of the same costs are incurred, and any variance in mine recovery or dilution affects gross revenues either positively or negatively. The project is roughly twice as sensitive to variances in mine recovery and/or dilution as it is to variance in OPEX or CAPEX. Mine recovery and dilution are highly dependent upon grade control and mining selectivity. The mine plan, equipment selection, and personnel allocations included in the cost estimate, for both the open pit and underground, provide for selective mining and tight grade control in recognition of this factor.

    Table 22.7 - Sensitivity Summary

    Parameter
    Change from
    Base Case
    Change in IRR
    Change in NPV at
    10% discount
    Mine Recovery 10 % 6 % $36 million
    Grade 10 % 6 % $36 million
    Heap recovery 0.004 U 3 O 8 loss 3% $12 million
    CAPEX 10 % 3% $ 7 million
    OPEX 10 % 3% $17 million

    Payback Period

    The payback period for capital investment will vary based on the development alternative; however, in all cases the project shows positive cumulative cash flow by year 4. Refer to the cash flow summaries that follow.

    138


    Table 22.8


    139


    Table 22.9


    140


    Table 22.10


    141


    SECTION 23: ADJACENT PROPERTIES

    The Sheep Mountain Project is within the Crooks Gap/Green Mountain Uranium District. Past production occurred at both Sheep Mountain by WNC and others and at Green Mountain by Pathfinder Mines at their Big Eagle Mine. Rio Tinto Ltd. through its wholly owned subsidiary, Kennecott Corp, USA, (Rio Tinto) currently controls the majority of the known mineral resources in the Green Mountain area and the Big Eagle mine which is currently closed.

    Sheep Mountain is one of four major uranium districts in central Wyoming which surround the Granite Mountains where uranium mineralization occurs in Eocene, non-marine, arkosic sandstones (Bendix, 1982). The other districts are the Gas Hills, Shirley Basin, and Great Divide Basin. The mineralization at Gas Hills, Shirley Basin, and Great Divide Basin is similar in nature to that at Sheep Mountain with respect to geologic history, age, source of sediments, source of uranium and genesis of mineralization.

    Sheep Mountain is approximately 25 air miles SSW of the Gas Hills Uranium District. By 1977 the Gas Hills historically had produced 90 million pounds of uranium and once supported three uranium mills (Bendix, 1982). Uranium production continued in the Gas Hills dominantly by Pathfinder Mines Corporation and Union Carbide Corporation into the mid 1980’s (personal knowledge of the Author working in the Gas Hills during that time).

    Shirley Basin through 1977 had produced 31 million pounds of uranium and supported two uranium mills, operated by Pathfinder Mines Corporation and Petrotomics Incorporated (Bendix, 1982). As with the Gas Hills these operations continued into the 1980’s.

    The Great Divide Basin has not had substantial uranium production. Boberg (1979) states, that this geologic province is estimated to contain at least 270 million pounds of uranium resources and is the least exploited Wyoming basin known to contain uranium. The reader is cautioned that this published historical estimate of mineral resources is not CIM compliant.

    Sheep Mountain is approximately 25 air miles north of the Sweetwater Uranium mill. The Sweetwater mill is controlled by Rio Tinto. The mill has not been decommissioned and has a US NRC Source Materials License but has not operated since the early 1980’s.

    142


    SECTION 24: OTHER RELEVANT DATA AND INFORMATION

    Radiometric Equilibrium

    Radiometric equilibrium studies completed in 2006 on behalf of UPC evaluated data including some 223 samples for which there was gamma equivalent closed can analyses and chemical assays and concluded “Although the data exhibit high variability, there does not appear to be a significant bias and Scott Wilson RPA is of the opinion that the e U 3 O 8 values are appropriate for use in the resource estimate.” (RPA, 2006).

    This data was reviewed by the author, however, the samples had not been preserved so no confirmatory analysis could be completed. At the author’s recommendation, during the 2009 drilling program, a state-of-the-art geophysical logging tool, known as a uranium spectral analysis tool (USAT) was employed to further examine radiometric equilibrium conditions (BRS, 2010). This technique was used since past drill programs had reported difficulty in sample recovery from coring and this method would ensure a direct comparison of gamma equivalent values and direct uranium measurements via the USAT tool from downhole logging.

    Table 24.1 provides a direct comparison of the equivalent gamma and direct USAT measurement of in situ uranium values for the five drill holes completed in the Congo Pit in 2009. For the 2009 drilling program downhole logging of the drill holes was completed using standard gamma technology as well as a USAT, operated by Century Wireline Services of Tulsa OK. The USAT method measures the gamma intensity of Pa234, the short lived (t½ = 6.7 hr) second daughter product of U238. U238 reaches secular equilibrium with Pa234 within approximately 4 months thus USAT gives a nearly direct measurement of uranium content and therefore allows determination of the equilibrium state of the uranium mineralization intersected in the hole. Note that the measurements reflected various mineralized zones vary in depth from 24.5 to 464 feet from the surface. Table 24.1 displays the depth in feet of the top and bottom of the mineralized zone (from and to), the thickness of the mineralized zone (THK) in feet, the grade of equivalent uranium in weight percent and GT determined by downhole gamma, and the grade of uranium in weight percent and GT determined by downhole USAT logging.

    The disequilibrium factor (DEF) was calculated for each mineralized intercept and summarized for each drill hole. A DEF factor of 1 indicates that radiometric equilibrium exists. DEF factors less than 1 indicate a depletion of uranium with respect to gamma equivalent measurements and a DEF factor greater than 1 indicates an enrichment of uranium values with respect to gamma equivalent values. The DEF from 45 mineralized intercepts from the 2009 drilling ranged from a low factor of 0.73 to a high factor of 2.07 with an average value of 1.05. Although this data indicates the potential for radiometric enrichment, a conservative DEF of 1 was used in the resource calculations.

    143


    Table 24.1 - Comparison of Ra d iometric Equilibrium based on Gamma and USAT Logging

    Drill Hole From To Thk % eU 3 O 8 (gamma) GT Gamma % U 3 O 8 (USAT) GT USAT DEF
    Congo 1 24.5 26.5 2 0.063 0.126 0.054 0.108 0.857
      58 60 2 0.05 0.1 0.061 0.122 1.220
      68 71 3 0.087 0.261 0.078 0.234 0.897
      71 77 6 0.031 0.186 4ft @ .096 0.384 2.065
      79.5 81 1.5 0.046 0.069 0.059 0.0885 1.283
      115 119 4 0.049   Not run    
    sum/average         0.742   0.9365 1.262
    Congo 2 56.5 58.5 2 0.271 0.542 0.264 0.528 0.974
      74.5 76.5 2 0.183 0.366 4' @ .137 0.548 1.497
      95 98 3 0.06 0.18 0.048 0.144 0.800
      118.5 120.5 2 0.103   Not run    
      213 216 3 0.09 0.27 0.066 0.198 0.733
      219.5 222.5 3 0.183 0.549 0.169 0.507 0.923
      236 239 3 0.114 0.342 0.111 0.333 0.974
      464 466.5 2.5 0.035 0.0875 0.035 0.0875 1.000
    sum/average         2.3365   2.3455 1.004
    Congo 3 52 65 13 0.073 0.949 0.071 0.923 0.973
      79 81 2 0.028   Not run    
      90 94.5 4.5 0.097 0.4365 3' @ .115 0.345 0.790
      96 101 5 0.107 0.535 0.117 0.585 1.093
      117.5 121.5 4 0.08 0.32 6' @ .05 0.3 0.938
      124 126.5 2.5 0.027 0.0675 0.031 0.0775 1.148
      154 156.5 2.5 0.134 0.335 0.131 0.3275 0.978
      172.5 178 5.5 0.044 0.242 0.04 0.22 0.909
    sum/average         2.885   2.778 0.963
    Congo 4 49 52.5 3.5 0.028 0.098 0.023 0.0805 0.821
      88 89.5 1.5 0.023   Not run    
      91 94 3 0.05   Not run    
      100 101.5 1.5 0.029   Not run    
      104.5 109 4.5 0.134 0.603 0.149 0.6705 1.112
      113 114.5 1.5 0.028   Not run    
      132.5 136 3.5 0.072 0.252 0.073 0.2555 1.014
      166.5 169.5 3 0.088 0.264 0.099 0.297 1.125
      207.5 214 6.5 0.061 0.3965 0.054 0.351 0.885
    sum/average         1.6135   1.6545 1.025
    Congo 5 131.5 133.5 2 0.054 0.108 0.041 0.082 0.759
      143 146 3 0.025   Not run    
      153 158.5 5 0.076 0.38 0.07 0.35 0.921
      160 167 7 0.151 1.057 0.162 1.134 1.073
      172.5 179 6.5 0.07 0.455 0.066 0.429 0.943
      199.5 206.5 7 0.047 0.329 0.041 0.287 0.872
      219 222.5 3.5 0.027   Not run    
      267.5 272 4.5 0.051 0.2295 0.043 0.1935 0.843
      293.5 297 3.5 0.062 0.217 0.071 0.2485 1.145
      303.5 305.5 2 0.075 0.15 .5'@ .062 0.31 2.067
      311 316.5 5.5 0.056 0.308 0.076 0.418 1.357
      325 335 10 0.126 1.26 7.5'@.143 1.0725 0.851
    sum/average         4.4935   4.5245 1.007

    144


    Ground Water Conditions

    The Crooks Gap area regional hydrology, as determined by the Platte River Basin Water Plan, includes two separate formations or groups of formations that qualify as potentially productive for groundwater. The Quaternary aquifer system has both an alluvial and non-alluvial division. This is considered to be a discontinuous but major aquifer in the State of Wyoming. It is undetermined at this time whether this surface aquifer exists in the project area.

    The second aquifer in the Crooks Gap area is the Tertiary Aquifer System. The System in the Crooks Gap region is comprised of the Fort Union and Battle Spring Formations. The Platte River Basin Water Plan describes the aquifer as comprised of complex inter-tonguing fluvial and lacustrine sediments. This is also classified as a major aquifer for the State of Wyoming.

    Mining will occur in the Battle Spring Formation. Historic data indicates that sustained dewatering of the Sheep Underground mines required approximately 200 gpm, but that the cone of depression is limited in area and will not impact surface water sources in the area. In addition, dewatering of the Congo Open pit requires an estimated 150 gpm beginning in year 7 and extending to the end of mining. Thus, approximately 350 gpm of water will be produced by the mines.

    With respect to mine and mineral processing operations, the mineral processing facility will operate at an average flow rate of 360 gpm. However, the majority of the flow is recirculated resulting in an estimate net water demand of 135 gpm. The largest consumptive use of water on the project will be for dust control for the open pit, hauls roads, stockpile areas, and the conveyor system. This use is estimated to average 150 gpm over a 9 month period or 100 gpm on an annual basis. Thus, the total water use is estimated at 235 gpm. This is significant in that the water produced by the mine operations is adequate for the consumptive needs of the project and that no additional water sources will be required.

    145


    SECTION 25: INTERPRETATION AND CONCLUSIONS

    The preferred alternative for the development of the Sheep Mountain Project is an open pit and underground conventional mine operation with on-site mineral processing featuring an acid heap leach and solvent extraction recovery facility. The preferred alternative begins the operation with the open pit and heap leach facility and brings the underground mine into operation 4-5 years later such that the forecasted end of mining for both the open pit and underground coincide. This approach defers a substantial amount of initial capital, minimizes risk, and allows for a gradual startup of site activities while maximizing resource recovery. Having the end of mining coincide for both operations optimizes the fixed costs of personnel and facilities.

    The Sheep Mountain Project if implemented would be profitable under current economic conditions. Under the base case (preferred alternative and US $65 per pound selling price) the project is estimated to generate an IRR of 35% before taxes and has an NPV of over 118 million dollars US at a 10% discount rate.

    The technical risks related to the project are low as the mining and recovery methods are proven. The mining methods recommended have been employed successfully at the project in the past. Successful uranium recovery from the mineralized material at Sheep Mountain and similar project such as the Gas Hills has been demonstrated via both conventional milling and heap leach recovery.

    Risks related to permitting and licensing the project are also low as the project is a brown-field development located in a state which tends to favor mining and industrial development. The project will also provide substantial revenues to both Fremont County and the State of Wyoming in addition to providing long term employment for the region and has been well received locally. The project development is timed well with respect to the market, and substantial increases in financial return may be realized in what is being forecast as a rising market.

    The author is not aware of any other specific risks or uncertainties that might significantly affect the mineral resource and reserve estimates or the consequent economic analysis. Estimation of costs and uranium price for the purposes of the economic analysis over the life of mine is by its nature forward-looking and subject to various risks and uncertainties. No forward-looking statement can be guaranteed and actual future results may vary materially.

    146


    SECTION 26: RECOMMENDATIONS

    The following recommendations related to potential improvement and/or advancement of the project. The first recommendation relates to completing the licensing and permitting process. It is the author’s opinion that without the conditions of the permits and licenses known a development decision cannot be made. The second recommendation is to investigate alternative mining techniques which if successful will reduce operating costs and improve the safety of the operations. The final recommendations relate to areas in which the is the potential to increase mineral resource and/or reserves in accordance with NI 43-101.

    4.

    Through 2014, Titan has estimated cost related to permitting the mine and mineral processing operations with the State of Wyoming, US BLM , and US NRC to be in excess of 4.3 million dollars. The author concurs with this estimate. This is the single most important item in moving the project forward.

       
    5.

    It is the author’s opinion that there is significant promise in the development of alternative underground mining methods. Current CAPEX and OPEX are based on traditional drill and blast methods which are highly labor and capital intensive. The general areas for significant improvement of the underground operations would include:

  •  
  • Hydraulic Mining – Based on limited test work in the existing Sheep decline, the host formation appears amenable to this method and further testing is recommended. This could improve costs and safety of operations and would be applicable at least to the development decline and development drifts which are not in mineralized material. With proper control of solutions it may also be applicable for work in mineralized zones.

  •  
  • Mechanical Upgrading – Some testing has been completed using both the ablation methodology which in being developed in Casper, Wyoming and attrition scrubbing which is a proven commercial technique. Both methods have promise as they could operate underground and return 80% or more of the total mined volume as backfill in the mine while shipping a concentrated product to the surface for mineral processing.

  •  
  • The budgetary estimate to investigate both alternatives is $500,000.

       
    6.

    Although the current project has significant mineral resources and reserves, there are two areas with potentially significant resources which have not been fully evaluated.

  •  
  • A mineral resource estimate has been completed for the Sun Mc area but no mine design efforts have been made to date. The budgetary estimate for preliminary mine design is $100,000.

  •  
  • The Bev claims have known historic mineral resources and confirmatory drilling completed in 2011 verified the mineralization. However, a mineral resource estimate in accordance with NI 43-101, for this area, has not been completed and is not included in the current mineral resource estimate. The budgetary estimate for mineral resource estimation is $50,000. Once the mineral resource estimate has been completed, preliminary mine planning should be completed. The budgetary estimate for preliminary mine design is $100,000.

    147


    SECTION 27: REFERENCES

    Previous Reports:

    Beahm, D. L., David H. Scriven, D. H., McNulty, T.P., Sheep Mountain Project 43-101 Mineral Resource and Reserve Report, April 8, 2010.

    Bendix, National Uranium Resource Evaluation: Casper Quadrangle, Wyoming , September, 1982.

    BRS Inc. (BRS), Beahm, Sheep Mountain Project 43-101 Mineral Resource Update Report, March 1, 2011.

    Harris & Thompson , Title Report on Sheep Mountain/Crooks Gap Properties, Fremont County, Wyoming, 1/20/2005 and as updated 12/02/2011.

    Irwin, R., Evaluation of the ISL Potential of a Part of the Northern Crooks Gap District Freemont County WY: Internal Report 1998

    Lyntek, Titan Uranium – Sheep Mtn. Heap Leach Project, Pre-Feasibility Study Report, Central Wyoming, USA , February, 2012.

    Pathfinder Mines Corporation (PMC), Sheep Mountain Evaluation, Internal Report, September, 1987.

    R and D Enterprises, Inc. (RDE), Sheep Mountain Uranium Project, Fremont County, WY, USA, Column Leach Studies , February 21, 2011.

    Roscoe Postle Associates Inc. (RPA), Wallis, S. and D. Rennie, Technical Report on the Sheep Mountain Uranium Project, Wyoming , Prepared for Uranium Power Corporation (UPC), October 10, 2006.

    Roscoe Postle Associates Inc. (RPA), Wallis, S., Technical Report on the Sheep Mountain Uranium Project, Wyoming , Prepared for Uranium Power Corporation (UPC), January 10, 2005.

    US Energy Corp., Healey, C., Wilson, J., 2006 Resource Study Sheep Mountain Project , June 2, 2006.

    U.S. Energy Corp and Crested Corp. (USE/CC), February, 1990, Exhibit 4.

    U.S. Energy Corp and Crested Corp. (USE/CC),Annual Reports Mine Permit 381C, 1990 through 2006.

    Western Nuclear Inc., Douglas, S., Ore Reserve Estimates, 1981.

    Western Nuclear Inc., Proposed Congo Pit and all Anticipated Extensions, 1981.

    Watts Griffis & McQuat (WGM), Valuation of US Uranium Limited : Internal Report 1999

    Western Nuclear Inc., Wyoming DEQ Permit to Mine # 381C, 1980.

    Western Nuclear Inc., Oliver, D., Ore Reserve Estimates, 1985.

    Wilson, J.C., 2005 Drilling Report Sheep Mountain Project Fremont County, Wyoming 2005

    148


    Publications Cited:

    Boberg, W. W., Applied Exploration and Uranium Resources of Great Divide Basin, Wyoming, AAPG Bulletin, volume 63, 1979.

    IRS, 2004, Publication 535, Business Expenses.

    National Uranium Resources Evaluation (NURE), Casper Quadrangle, Wyoming, September, 1982.

    Rackley, Ruffin I., AAPG Bulletin 56, Environment of Wyoming Tertiary Uranium Deposits , 1972.

    Talbot, D. A., Uranium Price May Bounce Back to $75/lb in 2012 , from http://emetalprices.com/uranium-price-may-bounce-back-to-75lb-in-2012/ , February, 2012.

    Stephens, James G., Geology and Uranium Deposits at Crooks Gap, Fremont County Wyoming, Contributions to the Geology of Uranium, Geological Survey Bulletin 1147-F, 1964.

    Woolery, R. G,, et al, 1978, Heap Leaching of Uranium A Case Study , SME Mining Engineering Magazine, June, 1978.

    Wyoming Water Development Commission , Platte River Basin Water Plan , May 2006.

    Personal Discussions:

    McNulty, T. P., Discussion of Uranium Recovery, February, 2012.

    149


    APPENDIX A

    GT CONTOUR MAPS

    1




    APPENDIX A1

    GT CONTOUR MAPS

    CONGO OPEN PIT

    3






































    APPENDIX A2

    GT CONTOUR MAPS

    SHEEP UNDERGROUND

    23




































    APPENDIX A3

    GT CONTOUR MAPS

    SUN MC AREA

    41



























    Exhibit 99.38

    April 16, 2012

    PRIVATE AND CONFIDENTIAL

    Denison Mines Corp.
    595 Bay Street, Suite 402
    Toronto, ON M5G 2C2

    Attention: Ron F. Hochstein, President and Chief Executive Officer
      James R. Anderson, Executive Vice President and Chief Financial Officer
       
    Copy to: Kevin Campbell, Haywood Securities Inc.

    Combination of Denison Mines Corp.’s
    US Mining Division with
                                            Energy Fuels Inc.                                       

    Energy Fuels Inc. (“ Energy Fuels ”) is pleased to set out herein the indicative terms on which it is prepared to acquire from Denison Mines Corp. (“ Denison ”) all of Denison’s mining assets and operations located in the United States of America (the “ US Mining Division ”) and the basis on which Energy Fuels is prepared to proceed to the completion of definitive documentation in respect of, and to complete, the Transaction (as defined below).

    1.

    Terms of the Transaction

    Denison has represented that all of Denison’s mineral properties and mining assets and undertaking located in the United States and comprising the US Mining Division are held, directly or indirectly, by Denison Mines Holdings Corp. (“ DMHC ”), and that all of the issued and outstanding shares of DMHC are held by Denison and White Canyon Uranium Ltd. (“ White Canyon ”). Under the proposed transaction (the “ Transaction ”): (a) Energy Fuels will acquire, either directly or through a wholly-owned subsidiary, (i) all of the outstanding shares of DMHC held by Denison and all of the outstanding shares of White Canyon (collectively, the “ Acquired Shares ”), and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DMHC, White Canyon or any direct or indirect subsidiary of DMHC) by DMHC, White Canyon or any direct or indirect subsidiary of DMHC (the “Acquired Debt”), and will issue to Denison in consideration for the Acquired Shares and the Acquired Debt 425,441,494 common shares of Energy Fuels (the “ EFR Share Consideration ”); and (b) either concurrently with or immediately after the issuance of the EFR Share Consideration to Denison, Denison will complete a plan of arrangement (the “ Denison Arrangement ”) under the Business Corporations Act (Ontario) (the “ OBCA ”), pursuant to which it will complete a reorganization of its capital and will distribute the EFR Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization.

    Energy Fuels Inc. Suite 500 – 2 Toronto Street
    www.energyfuels.com Toronto, Ontario M5C 2B6
      Phone: 416-214-2810
      Fax: 416-214-2727


    - 2 -

    It is acknowledged and agreed that the Transaction shall be structured such that the shares comprising the EFR Share Consideration shall not be voting until such time as they are distributed to Denison’s shareholders pursuant to the Denison Arrangement, and that the EFR Share Consideration shall not be issued unless all conditions for the distribution of the EFR Share Consideration to Denison’s shareholders have been satisfied. Immediately following the distribution of the EFR Share Consideration to Denison’s shareholders, Denison’s shareholders would own approximately 66.5% of Energy Fuels’ outstanding common shares, based on Energy Fuels’ 214,320,151 common shares outstanding as of April 16, 2012, and there will be no inter-company debt between Denison or any of its subsidiaries on the one hand, and Energy Fuels and its subsidiaries, on the other. The exact form and structure of the Transaction will be determined following advice from Energy Fuels’ and Denison’s respective legal and tax advisors and agreed to in the Arrangement Agreement (as defined below). If it is considered necessary or advisable by Energy Fuels and Denison and their respective advisors, the transfer of the Acquired Shares and Acquired Debt and the issuance of the EFR Share Consideration therefor may be included as a part of the Denison Arrangement.

    Upon the completion of the Transaction, two additional directors, as agreed between Denison and Energy Fuels, acting reasonably, shall be appointed to the board of directors of Energy Fuels.

    2.

    Mutual Conditions Precedent to Completion of Transaction

    The completion of the Transaction will be subject to the following mutual conditions precedent, in addition to any other mutual condition precedents set out in the Arrangement Agreement:

    (a)

    Denison and Energy Fuels shall have entered into a definitive agreement in respect of the Transaction (the “ Arrangement Agreement ”) providing for the terms and conditions upon which the Transaction will be completed, on or before May 11, 2012 (the “ Agreement Deadline Date ”) or such other date mutually agreed to in writing by Denison and Energy Fuels; the Arrangement Agreement shall be in form and substance satisfactory to each of Denison and Energy Fuels and shall include customary terms and conditions for a transaction of the nature of the Transaction, including customary representations and warranties, covenants, conditions and completion mechanics, with such terms and conditions being substantially consistent with the terms set forth herein;

       
    (b)

    Korea Electric Power Corporation (“ KEPCO ”) shall have waived its right of first opportunity provided for in Section 4.1 of the strategic relationship agreement dated as of June 15, 2009 (the “ KEPCO Strategic Relationship Agreement ”) among Denison, KEPCO and Kepco Canada Uranium Investment Limited Partnership, or the right of first opportunity provided for therein shall have expired without KEPCO exercising such right (collectively, the “ KEPCO Waiver ”), and KEPCO and shall have provided such other consents and acknowledgements under the KEPCO Strategic Relationship Agreement and any other agreements between KEPCO and/or its affiliates and Denison and/or its affiliates to allow the Transaction to be completed; it is understood and agreed that, upon KEPCO providing the KEPCO Waiver, the KEPCO Strategic Relationship Agreement shall not apply to Energy Fuels or any of the Denison US Group (as defined below) following completion of the Transaction;



    - 3 -

    (c)

    either:

         
    (i)

    the rights and obligations of Denison under the uranium offtake agreement dated June 15, 2009 among Denison, KEPCO and Korea Hydro & Nuclear Power Co., Ltd. (the “ KEPCO Offtake Agreement ”) shall have been assigned to and assumed by Energy Fuels, DMHC or another member of the Denison US Group, and KEPCO shall have provided its consent to such assignment and released Denison from its obligations thereunder; or

         
    (ii)

    in the event that KEPCO shall not have provided its consent to the assignment contemplated in subsection 2(c)(i) above, Denison and Energy Fuels shall have entered into an agreement (the “ Denison Offtake Agreement ”) pursuant to which Energy Fuels will agree to supply to Denison, and Denison will agree to purchase from Energy Fuels, sufficient U 3 O 8 concentrates to satisfy Denison’s obligation to deliver the minimum quantities specified in section 2.02 of the KEPCO Offtake Agreement; the Denison Offtake Agreement shall be in form and substance satisfactory to each of Denison and Energy Fuels, shall have provisions relating to pricing, delivery mechanics, minimum delivery requirements, and damages upon default that are substantially equivalent to those set forth in the KEPCO Offtake Agreement and shall otherwise include customary terms and conditions for an agreement of its nature;

         
    (d)

    the shareholders of Energy Fuels shall have approved the issuance of the EFR Share Consideration, and consented to the waiver of the application of Energy Fuels’ shareholder rights plan to the Transaction, and shall have approved or consented to such other matters as Energy Fuels shall consider necessary or desirable in connection with the Transaction, acting reasonably;

         
    (e)

    the shareholders of Denison shall have approved the Denison Arrangement including the Arrangement Agreement, and shall have approved or consented to such other matters as Denison shall consider necessary or desirable in connection with the Transaction, acting reasonably;

         
    (f)

    the Denison Arrangement shall have been approved by such court orders as shall be required under the OBCA;

         
    (g)

    the approval of the Toronto Stock Exchange and the AMEX Exchange and all other governmental, court, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to existing agreements and indentures which either Energy Fuels or Denison shall consider necessary or advisable, acting reasonably, in connection with the Transaction and not otherwise specifically described in this letter agreement or the Arrangement Agreement shall have been obtained in form and substance satisfactory to Energy Fuels and Denison, acting reasonably; and



    - 4 -

    (h)

    there shall have been no action taken under any applicable law or by any government or governmental or regulatory authority which

         
    (i)

    makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Transaction, or

         
    (ii)

    results or could reasonably be expected to result in a judgment, order, decree or assessment of damages directly or indirectly, relating to the Transaction which is, or could be, materially adverse to Energy Fuels or Denison, respectively, on a consolidated basis.


    3.

    Conditions Precedent to the Obligations of Energy Fuels

    The obligation of Energy Fuels to complete the Transaction shall be subject to the satisfaction of the following conditions, in addition to any other conditions set out in the Arrangement Agreement:

    (a)

    Energy Fuels shall not have identified any facts which are materially inconsistent with (i) the representations and warranties of Denison contained in this letter agreement, (ii) the representations and warranties of Denison contained in the Arrangement Agreement (if the Arrangement Agreement has been entered into), or (iii) the public disclosure record of Denison as of the date hereof, which facts are materially adverse to the US Mining Division or the ability of Denison to complete the Transaction;

         
    (b)

    Denison shall have performed and complied in all material respects with all of its covenants and obligations under this agreement and the Arrangement Agreement required to be performed by Denison prior to the completion of the Transaction;

         
    (c)

    there shall not have been any state of facts (a “ Denison Material Adverse Effect ”) which, either individually or in the aggregate, are, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, assets, liabilities or financial condition of the US Mining Division, taken as a whole, other than any change, effect, event or occurrence: (i) relating to the global economy or securities markets in general; (ii) affecting the worldwide uranium mining industry in general and which does not have a materially disproportionate effect on the US Mining Division, taken as a whole, or (iii) resulting from changes in the price of uranium;

         
    (d)

    the consolidated net working capital of the Denison US Group as of the date of completion of the Transaction shall be not less than US$28,000,000; and

         
    (e)

    at the time of completion of the Transaction, there shall be no Encumbrances on the Acquired Shares, the Acquired Debt or the assets of the Denison US Group, other than Encumbrances which are imposed by statute or regulation or which are otherwise incurred or imposed in the ordinary course of business of the US Mining Division.



    - 5 -

    4.

    Conditions Precedent to the Obligations of Denison

    The obligations of Denison to complete the Transaction shall be subject to the satisfaction of the following conditions, in addition to any other conditions set out in the Arrangement Agreement:

    (a)

    Denison shall not have identified any facts which are materially inconsistent with (i) the representations and warranties of Energy Fuels contained in this letter agreement, (ii) the representations and warranties of Energy Fuels contained in the Arrangement Agreement (if the Arrangement Agreement has been entered into), or (iii) the public disclosure record of Energy Fuels as of the date hereof, which facts are materially adverse to Energy Fuels or its ability to complete the Transaction;

       
    (b)

    Energy Fuels shall have performed and complied in all material respects with all of its covenants and obligations required to be performed by Energy Fuels under this agreement and the Arrangement Agreement prior to the completion of the Transaction;

       
    (c)

    there shall not have been any state of facts (an “ Energy Fuels Material Adverse Effect ”) which, either individually or in the aggregate, are, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, assets, liabilities or financial condition of Energy Fuels, taken as a whole, other than any change, effect, event or occurrence: (i) relating to the global economy or securities markets in general; (ii) affecting the worldwide uranium mining industry in general and which does not have a materially disproportionate effect on Energy Fuels, taken as a whole, or (iii) resulting from changes in the price of uranium; and

       
    (d)

    the consolidated working capital of Energy Fuels as of the date of completion of the Transaction, without giving effect to the Transaction, shall be not less than US$4,000,000.


    5.

    Arrangement Agreement


    (a)

    From the date hereof until the earlier of the execution of the Arrangement Agreement or the expiry of the Exclusivity Period (as hereinafter defined), each of the parties shall negotiate in good faith with the other with a view to entering into and completing the Arrangement Agreement, the Denison Support Agreements (as defined below), the Energy Fuels Support Agreements (as defined below) and such other definitive agreements as may be necessary or advisable in the context of the Transaction, as soon as reasonably practicable after the date hereof, and in any event prior to the Agreement Deadline Date.

         
    (b)

    The entering into of the Arrangement Agreement by Energy Fuels will be subject to:

         
    (i)

    the approval of the Arrangement Agreement by Energy Fuels’ board of directors;



    - 6 -

      (ii)

    each of the directors and executive officers of Denison who own Denison shares, and each of Zebra Holdings and Investments SARL and Lorito Holdings SARL, shall have entered into support agreements in a form satisfactory to Energy Fuels, acting reasonably (“ Denison Support Agreements ”), pursuant to which such directors, officers and shareholder shall agree, subject to customary exceptions, to vote in favour of the matters relating to the Transaction at Denison’s shareholder meeting and to not dispose of their shares prior to such shareholder meeting;

         
      (iii)

    no event shall have occurred which shall have indicated to Energy Fuels, acting reasonably, that it will not be possible for all of the conditions precedent to the Transaction as described in sections 2 and 3 hereof to be satisfied on or before the Completion Deadline Date (as defined below); and

         
      (iv)

    no Denison Material Adverse Effect shall have occurred


    (c)

    The entering into of the Arrangement Agreement by Denison will be subject to:


      (i)

    the approval of the Arrangement Agreement by Denison’s board of directors;

         
      (ii)

    each of the directors and executive officers of Energy Fuels who own shares of Energy Fuels, and each of Dundee Resources Limited, Pinetree Capital Ltd. and Mega Uranium Ltd., shall have entered into support agreements in a form satisfactory to Denison, acting reasonably (“ Energy Fuels Support Agreements ”), pursuant to which such directors, officers and shareholders shall agree, subject to customary exceptions, to vote in favour of the matters relating to the Transaction at Energy Fuels’ shareholder meeting and to not dispose of their shares prior to such shareholder meeting;

         
      (iii)

    no event shall have occurred which shall have indicated that it will not be possible for all of the conditions precedent to the Transaction as described in section 2 and 4 hereof to be satisfied on or before the Completion Deadline Date; and

         
      (iv)

    no Energy Fuels Material Adverse Effect shall have occurred.


    6. Access to Information
       
    (a) During the Exclusivity Period:

      (i)

    with respect to the US Mining Division, Denison will provide Energy Fuels with reasonable access to its facilities, properties, personnel, books, records and documents to allow Energy Fuels to confirm the accuracy of the representations and warranties set forth herein and in the Arrangement Agreement as well as the accuracy of Denison’s public disclosure record relating to the US Mining Division, and shall provide all documents and information reasonably requested by Energy Fuels in connection therewith; and

         
      (ii)

    Energy Fuels will provide Denison with reasonable access to its facilities, properties, personnel, books, records and documents to allow Denison to confirm the accuracy of the representations and warranties set forth herein and in the Arrangement Agreement as well as the accuracy of Energy Fuels’ public disclosure record, and shall provide all documents and information reasonably requested by Denison in connection therewith.



    - 7 -

    (b)

    All information provided by the parties to each other will be subject to the terms and conditions of the confidentiality agreement dated March 12, 2012 between Energy Fuels and Denison (the “ Confidentiality Agreement ”). If any materials requested by a party in connection with its due diligence review are subject to confidentiality agreements, the other party will promptly use its reasonable commercial efforts to obtain any required consents or waivers in order to permit the other party to review such materials.

     

    7.

    Exclusivity and Non-Solicitation

     

    (a)

    From the date hereof until the date of its termination pursuant to Section 14 hereof (the “ Exclusivity Period ”), Denison agrees to negotiate exclusively with Energy Fuels with respect to the sale of the US Mining Division. Subject to Schedule A, Denison agrees that, during the Exclusivity Period, neither it, its affiliates nor any of their respective representatives, officers, directors, employees, advisors or agents will, directly or indirectly, make, solicit or initiate enquiries from, or the submission of proposals or offers from, any other Person (as defined in Schedule A) relating to any Acquisition Proposal (as defined in Schedule A) or participate in any discussions or negotiations regarding, or furnish to any other Person any further information with respect to, or otherwise co-operate in any way with, or assist or participate in or facilitate, any effort or attempt by any person to do or seek to do any of the foregoing and, to the extent any such discussions or negotiations have occurred with third parties prior to the date hereof, they shall be terminated immediately. For greater certainty, Denison may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of Denison to complete the Transaction, including, without limitation, a sale of any of the assets of Denison not owned by the Denison US Group, an acquisition of any other assets by Denison or a transaction involving an acquisition of Denison or other business combination which occurs following or subject to the completion of the Transaction.

     

    (b)

    During the Exclusivity Period, Energy Fuels agrees to negotiate exclusively with Denison with respect to any transactions involving a significant business combination of Energy Fuels with any other business. Subject to Schedule A, Energy Fuels agrees that, during the Exclusivity Period, neither it, its affiliates nor any of their respective representatives, officers, directors, employees, advisors or agents will, directly or indirectly, make, solicit or initiate enquiries from, or the submission of proposals or offers from, any other Person relating to any Acquisition Proposal or participate in any discussions or negotiations regarding, or furnish to any other Person any further information with respect to, or otherwise co-operate in any way with, or assist or participate in or facilitate, any effort or attempt by any person to do or seek to do any of the foregoing and, to the extent any such discussions or negotiations have occurred with third parties prior to the date hereof, they shall be terminated immediately. For greater certainty, Energy Fuels may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of Energy Fuels to complete the Transaction.



    - 8 -

    8.

    Representations and Warranties of Denison

    Denison hereby represents and warrants to and in favour of Energy Fuels as follows and acknowledges that Energy Fuels is relying upon such representations and warranties in connection with the matters contemplated by this agreement:

    (a)

    Each of DMHC, White Canyon and the subsidiaries comprising the US Mining Division (collectively, the “ Denison US Group ”) and Denison is a validly subsisting corporation under the laws of its jurisdiction of incorporation and has the corporate power and authority, and holds all material licenses and permits required for the Denison US Group to own and operate the US Mining Division and to carry on its business as now conducted by it.

         
    (b)

    Neither the execution and delivery of this agreement by Denison nor the consummation of the Transaction will conflict with or result in:

         
    (i)

    a violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws of Denison or any of the Denison US Group or any agreement or instrument to which Denison or any member of the Denison US Group is a party or by which Denison or any member of the Denison US Group is bound or constitute a default by Denison or any member of the Denison US Group thereunder, or under any statute, regulation, judgment, decree or law to which Denison or the Denison US Group is subject or bound, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever (collectively “ Encumbrances ” and individually an “ Encumbrance ”) upon the shares of DMHC or White Canyon or the assets of the Denison US Group; or

         
    (ii)

    a violation by Denison or any member of the Denison US Group of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over Denison or the Denison US Group,

         

    other than with respect to Denison’s senior secured credit facility and any such other violations, contraventions, breaches, defaults or Encumbrances that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the Denison US Group.

         
    (c)

    Other than KEPCO pursuant to the KEPCO Strategic Relationship Agreement, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Denison or any member of the Denison US Group of any of the shares of any member of the Denison US Group or any of the material assets of the US Mining Division.



    - 9 -

    (d)

    The board of directors of Denison has approved the entering into by Denison of this letter agreement and the completion of the Transaction, subject to the terms and conditions set out herein, and subject to the negotiation and execution of the Arrangement Agreement.

       
    (e)

    Denison has all necessary corporate capacity to enter into this letter agreement and the Arrangement Agreement and all other agreements and instruments to be executed by Denison as contemplated by this agreement and to carry out its obligations under this agreement and such other agreements and instruments.

       
    (f)

    The execution and delivery of this agreement have been authorized by all necessary corporate action of Denison and this agreement constitutes a valid and binding obligation of Denison enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought provided that the enforceability of the obligations of Denison to be referred to in the Arrangement Agreement shall also be subject to the authorization, execution and delivery of the Arrangement Agreement.

       
    (g)

    Denison is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of Denison, no investigation or other proceedings involving Denison which may operate to prevent or restrict trading of any securities of Denison are currently in progress or pending before any applicable stock exchange or securities regulatory authority, other than any trading halt imposed as a result of the pendency or announcement of the Transaction.

       
    (h)

    There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of Denison, threatened against Denison or any member of the Denison US Group before any court, regulatory or administrative agency or tribunal.

       
    (i)

    Except as disclosed under the heading “Legal and Regulatory Proceedings” in the annual information form of Denison dated March 28, 2012, there are no actions, suits or other legal proceedings currently pending, or to the knowledge of Denison, threatened against Denison or any member of the Denison US Group which individually or in the aggregate have, or could reasonably be expected to have, a material adverse effect on the Denison US Group.

       
    (j)

    The audited consolidated financial statements of Denison for the year ended December 31, 2011 (the “ Denison Financial Statements ”) have been prepared in accordance with International Financial Reporting Standards applied on a consistent basis, and present fairly in all material respects the financial condition of Denison as at December 31, 2011 and the results of operations for the period then ended.

       
    (k)

    Denison does not have any material liability or obligation relating to or potentially affecting any member of the Denison US Group or the US Mining Division, whether accrued, absolute, contingent or otherwise, not reflected in the Denison Financial Statements.



    - 10 -

    (l)

    Denison is current in the filing of all public disclosure documents required to be filed by Denison under applicable securities laws and stock exchange rules, there are no filings that have been made on a confidential basis and all of such filings comply with the requirements of all applicable securities laws and the rules, policies and instruments of all regulatory or administrative bodies having jurisdiction over Denison except where such non-compliance has not and would not reasonably be expected to have a material adverse effect on Denison.

       
    (m)

    White Canyon holds no material assets other than 4.7 shares of DMHC, and has no material liabilities or obligations, whether accrued, absolute, contingent or otherwise, other than approximately US$1,400,000 owing to Denison, which debt will be transferred from Denison to Energy Fuels as part of the Acquired Debt at the closing of the Transaction.

       
    (n)

    No portion of the public disclosure documents filed by Denison under applicable securities laws and stock exchange rules contained a misrepresentation (as such term is defined in the Securities Act (Ontario)) as at its date of public dissemination.

       
    (o)

    As of December 31, 2011, DMHC held no less than US$25,651,000 in restricted cash and investments deposited to collateralize reclamation obligations (the “ Reclamation Account ”).


    9.

    Representations and Warranties of Energy Fuels

    Energy Fuels represents and warrants to and in favour of Denison as follows and acknowledges that Denison is relying upon such representations and warranties in connection with the matters contemplated by this agreement:

    (a)

    Energy Fuels is a validly subsisting corporation under the laws of its jurisdiction of incorporation and has the corporate power and authority, and holds all material licenses and permits required for Energy Fuels to own or lease its property and assets and to carry on its business as now conducted by it.

         
    (b)

    Neither the execution and delivery of this agreement by Energy Fuels nor the consummation of the Transaction will conflict with or result in:

         
    (i)

    a violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws of Energy Fuels or any agreement or instrument to which Energy Fuels is bound or constitute a default by the Energy Fuels thereunder, or under any statute, regulation, judgment, decree or law by which Energy Fuels is subject or bound or result in the creation or imposition of any Encumbrance upon the assets of Energy Fuels; or



    - 11 -

      (ii)

    a violation by Energy Fuels of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over the Energy Fuels,

    other than any such violations, contraventions, breaches, defaults or Encumbrances that individually or in the aggregate would not reasonably be expected to have a material adverse effect on Energy Fuels.

    (c)

    No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Energy Fuels of any of the material assets of Energy Fuels, other than rights of first refusal in favour of parties to joint venture agreements which become exercisable in the event that Energy Fuels wishes to dispose of its joint venture interest. Neither the entering into of this agreement and the Arrangement Agreement, nor the completion of the Transaction, will trigger any rights of first refusal under joint venture agreements to which Energy Fuels is a party.

       
    (d)

    The board of directors of Energy Fuels has (i) approved the entering into by Energy Fuels of this letter agreement and the completion of the Transaction, subject to the terms and conditions set out herein, and subject to the negotiation and execution of the Arrangement Agreement, and (ii) resolved to waive the application of Energy Fuels’ shareholder rights plan to the Transaction, subject to obtaining the prior consent of Energy Fuels’ shareholders to such waiver, which consent shall be sought at the Energy Fuels’ shareholder meeting called to approve the Transaction.

       
    (e)

    Energy Fuels has all necessary corporate capacity to enter into this agreement and all other agreements and instruments to be executed by Energy Fuels as contemplated by this agreement and to carry out its obligations under this agreement and such other agreements and instruments.

       
    (f)

    The execution and delivery of this agreement have been authorized by all necessary corporate action of Energy Fuels and this agreement constitutes a valid and binding obligation of Energy Fuels enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought provided that the enforceability of the obligations of Energy Fuels to be referred to in the Arrangement Agreement shall also be subject to the authorization, execution and delivery of the Arrangement Agreement.

       
    (g)

    Energy Fuels is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to the knowledge of Energy Fuels, no investigation or other proceedings involving Energy Fuels which may operate to prevent or restrict trading of any securities of Energy Fuels are currently in progress or pending before any applicable stock exchange or securities regulatory authority, other than any trading halt imposed as a result of the pendency or announcement of the Transaction.



    - 12 -

    (h)

    As of the date hereof, there are 214,320,151 common shares of Energy Fuels outstanding and there are no options, warrants, or other securities of Energy Fuels convertible into or exchangeable for, or other rights to acquire, common shares of Energy Fuels outstanding and no person has any agreement, right or privilege capable of becoming such for the purchase, subscription, allotment or issue of any of the unissued securities of Energy Fuels, other than (i) options issued under Energy Fuels stock option plan to acquire an aggregate of 12,476,000 common shares of Energy Fuels, (ii) replacement options issued to former option holders of Magnum Uranium Inc. to acquire an aggregate of 481,800 common shares of Energy Fuels; (iii) outstanding warrants to purchase an aggregate of 28,036,881 common shares of Energy Fuels as disclosed in the Energy Fuels Financial Statements.

       
    (i)

    There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress or, to the knowledge of Energy Fuels, threatened against Energy Fuels or any of its material subsidiaries before any court, regulatory or administrative agency or tribunal.

       
    (j)

    Except as disclosed in Energy Fuels’ public disclosure record, there are no actions, suits or other legal proceedings currently pending, or to the knowledge of Energy Fuels, threatened against Energy Fuels which individually or in the aggregate have, or could reasonably be expected to have, a material adverse effect on Energy Fuels.

       
    (k)

    The audited consolidated financial statements of Energy Fuels for the year ended September 30, 2011 and the unaudited consolidated interim statements of Energy Fuels for the period ended December 31, 2011 (collectively, the “ Energy Fuels Financial Statements ”) have been prepared in accordance with Canadian generally accepted accounting principles (or, in the case of the unaudited financial statements for the period ended December 31, 2011, International Financial Reporting Standards) applied on a consistent basis and present fairly in all material respects the financial condition of Energy Fuels as at September 30, 2011 and December 31, 2011 respectively, and the results of operations for the periods then ended.

       
    (l)

    Neither the execution of this agreement and the Arrangement Agreement, nor the completion of the Transaction, will result in the payment of any “change of control” payments or similar benefits to any of Energy Fuels' employees, directors or consultants.

       
    (m)

    Energy Fuels does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise, not reflected in the Energy Fuels Financial Statements.

       
    (n)

    Energy Fuels is current in the filing of all public disclosure documents required to be filed by Energy Fuels under applicable securities laws and stock exchange rules, there are no filings that have been made on a confidential basis and all of such filings comply with the requirements of all applicable securities laws and the rules, policies and instruments of all regulatory or administrative bodies having jurisdiction over Energy Fuels except where such non-compliance has not and would not reasonably be expected to have a material adverse effect on Energy Fuels.



    - 13 -

    (o)

    No portion of the public disclosure documents filed by Energy Fuels under applicable securities laws and stock exchange rules contained a misrepresentation (as such term is defined in the Securities Act (Ontario)) as at its date of public dissemination.


    10.

    Covenants of Energy Fuels

    Energy Fuels hereby covenants and agrees with Denison as follows:

    (a)

    Energy Fuels will use its reasonable commercial efforts to satisfy all of the conditions precedent to the execution of the Arrangement Agreement and the completion of the Transaction, and will use its commercially reasonable efforts to apply for and obtain, and will cooperate with Denison in applying for and obtaining, the consents, orders and approvals necessary for Energy Fuels or Denison, respectively, to complete the Transaction.

         
    (b)

    Energy Fuels shall conduct its business only in, and shall not take any action except in, the usual, ordinary and regular course of business and consistent with past practices of Energy Fuels.

         
    (c)

    During the Exclusivity Period, Energy Fuels shall not directly or indirectly, issue, sell or offer to issue or sell any of its common shares or otherwise lend, transfer or dispose of any securities exchangeable, convertible or exercisable into its common shares or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership its common shares, whether any such transaction is settled by delivery of common shares or other such securities, in cash or otherwise, or announce any intention to do any of the foregoing, without the consent of Denison, such consent not to be unreasonably withheld or conditioned, provided that the foregoing will not restrict Energy Fuels from:

         
    (i)

    issuing common shares pursuant to the exercise of rights to purchase common shares outstanding under stock options or warrants outstanding as of the date hereof; and

         
    (ii)

    issuing by way of private placement common shares and/or securities exercisable or convertible into common shares to raise gross proceeds of up to Cdn$5,000,000.


    11.

    Covenants of Denison

    Denison hereby covenants and agrees with Energy Fuels as follows:

    (a)

    Denison will use its reasonable commercial efforts to satisfy all of the conditions precedent to the completion of the Transaction and will use the reasonable commercial efforts thereof to apply for and obtain, and will cooperate with Energy Fuels in applying for and obtaining, such consents, orders and approvals necessary for Denison or Energy Fuels respectively to complete the Transaction.



    - 14 -

    (b)

    Denison shall conduct the business of the US Mining Division only in, and shall not take any action except in, the usual, ordinary and regular course of business and consistent with past practices of Denison.

       
    (c)

    Until the earlier of completion of the Transaction or termination of this agreement or the Arrangement Agreement, Denison will not cause the Denison US Group to transfer or distribute accounts receivable, inventories and/or material fixed assets related to the US Mining Division to Denison or a subsidiary of Denison other than the Denison US Group, other than in the ordinary course of business and consistent with past practices, and shall not make payments on account of the Acquired Debt; provided that this subsection 11(c) shall not restrict Denison, prior to the completion of the Transaction, from transferring to Denison or an affiliate of Denison other than the Denison US Group, by way of partial payment of the debt owed by the Denison US Group to Denison, amounts owing to the Denison US Group by certain subsidiaries of Denison, in an amount not exceeding US$10,000,000, as disclosed in writing by Denison to Energy Fuels prior to execution of this Agreement.

       
    (d)

    Denison shall provide to Energy Fuels, prior to the completion of the Transaction or such earlier date as Energy Fuels or Denison is required to file a document containing such financial statements, consolidated annual financial statements of DMHC as at and for the years ended December 31, 2010 and 2011 (of which the financial statements as at and for the year ended December 31, 2011 shall be audited), as well as unaudited financial statements for the three months ended March 31, 2012, in each case prepared in accordance with International Financial Reporting Standards.

       
    (e)

    Denison shall assume responsibility for any severance payments payable to employees of the Denison US Group who are entitled to receive such severance payments due to the change of control of DMHC resulting from the Transaction.

       
    (f)

    Denison will use its reasonable commercial efforts to cause all Encumbrances against the Denison US Group, including the assets comprising the US Mining Division that are in place under Denison’s secured credit facility to be released prior to the completion of the Transaction.

       
    (g)

    Denison shall indemnify and hold harmless Energy Fuels and the Denison US Group against any costs, expenses and/or liability (including attorney’s fees and disbursements) arising in respect of the litigation relating to the contractor for the construction of tailings pond cell 4b at the White Mesa Mill, provided that Denison shall be entitled to receive the proceeds of any amounts received or recovered by Denison or by the Denison US Group as a result of a favourable ruling in favour of Denison or the Denison US Group in connection with such litigation.

       
    (h)

    Denison shall not withdraw any cash or assets from the Reclamation Account prior to earlier of the completion of the Transaction or the termination of this agreement. For greater certainty, it is acknowledged and agreed that upon completion of the Transaction, the aggregate value of cash and investments in the Reclamation Account shall be not less than the value of the US mining and mill bonds posed as security for the reclamation obligations.



    - 15 -

    12.

    Completion Date

    Energy Fuels and Denison shall use their reasonable commercial efforts to complete the Transaction on or before June 30, 2012 or such other date as the parties shall mutually agree (the “ Completion Deadline Date ”). For greater certainty, in the event that the Transaction has not been completed by the Completion Deadline Date, each of Energy Fuels and Denison shall be entitled to terminate its obligations hereunder, subject to payment of the termination fee contemplated by Section 15, if applicable.

    13.

    Completion

    Completion of the Transaction shall take place at the offices of the solicitors for Energy Fuels in Toronto, Ontario no later than the fifth business day following the date on which all conditions for the completion of the Transaction been fulfilled to the satisfaction of the party hereto in whose favour such conditions apply (or been waived by such party), or any other place and date agreed to by Energy Fuels and Denison.

    14.

    Termination

    This agreement may be terminated:

    (a)

    by either party if the Arrangement Agreement has not been entered into on or prior to the Agreement Deadline Date, provided that the party terminating this agreement shall have satisfied its obligation to negotiate in good faith in accordance with subsection 5(a);

       
    (b)

    by either party if the conditions precedent to completion of the Transaction are not satisfied and are not reasonably capable of being satisfied on or prior to the Completion Deadline Date;

       
    (c)

    by either party if such party determines, acting reasonably, that it or the other party will not be able to obtain the consents and approvals referred to in subsections 2(e), 2(f) and 2(g) in form satisfactory to either party, acting reasonably;

       
    (d)

    by either party in accordance with Schedule A if such party receives a Superior Proposal (as defined in Schedule A);

       
    (e)

    by either party if such party determines that the representations and warranties of the other party set out in this agreement and, if applicable, the Arrangement Agreement, are materially incorrect, and are not capable of being corrected or remedied within a reasonable time period; or

       
    (f)

    by either party if such party determines that the other party has not complied with its material obligations under this agreement and, if applicable, the Arrangement Agreement within the time period provided for herein or therein.



    - 16 -

    15. Termination Fee
       
    (a) In the event that this agreement is terminated:

      (i)

    as a consequence of the failure to obtain the KEPCO Waiver as contemplated by subsection 2(b);

         
      (ii)

    as a consequence of the failure to obtain the approval of Denison shareholders as contemplated by subsection 2(e) if a third party has announced prior to the time of the Denison shareholder meeting an Acquisition Proposal relating to Denison or an intention to make an Acquisition Proposal relating to Denison, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison shareholder meeting;

         
      (iii)

    by Denison pursuant to subsection 14(d);

         
      (iv)

    by Energy Fuels pursuant to subsection 14(a) if the Arrangement Agreement is not executed primarily due to the failure of Denison to negotiate in good faith in accordance with subsection 5(a); or

         
      (v)

    by Energy Fuels pursuant to subsection 14(e) or 14(f),

    then Denison shall pay a termination fee in the amount of $3,000,000 to Energy Fuels.

    (b)

    In the event that this agreement is terminated:

         
    (i)

    as a consequence of the failure to obtain the approval of Energy Fuels shareholders as contemplated by subsection 2(d) if a third party has announced prior to the time of the Energy Fuels shareholder meeting an Acquisition Proposal relating to Energy Fuels or an intention to make an Acquisition Proposal relating to Energy Fuels, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison shareholder meeting;

         
    (ii)

    by Energy Fuels pursuant to subsection 14(d);

         
    (iii)

    by Denison pursuant to subsection 14(a) if the Arrangement Agreement is not executed primarily due to the failure of Energy Fuels to negotiate in good faith in accordance with subsection 5(a); or

         
    (iv)

    by Denison pursuant to subsection 14(e) or 14(f),

    then Energy Fuels shall pay a termination fee in the amount of $3,000,000 to Denison.


    - 17 -

    16.

    Announcement

    Immediately following the acceptance of this letter, the parties will issue a joint press release in the form attached hereto as Schedule B. After the issuance of such joint press release, and until the Arrangement Agreement and Support Agreements are executed, neither party shall make any subsequent press release or public announcement concerning this letter or the transactions contemplated hereby without the prior consent of the other party, provided that neither party shall be prohibited hereby, after consultation with the other party (which consultation shall not be required if it is impracticable or inappropriate), from making such disclosures as are required by law or by the applicable rules of any securities exchange.

    17.

    Expenses

    Subject to Section 15 hereof, each of Energy Fuels and Denison will be responsible for its own expenses incurred in connection with its evaluation and pursuit of the Transaction.

    18.

    Binding Effect

    This letter shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.

    19.

    Governing Law; Attornment

    This letter will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

    20.

    Execution; Entire Agreement

    This letter may be executed in one or more facsimile counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. Except as otherwise specified herein, the terms of this letter incorporate the entire agreement between the parties with respect to the subject matter of this letter, and may not be amended or modified except in writing.

    [Remainder of page intentionally blank]

    _______________


    - S1 -

    If the foregoing accurately reflects the terms and conditions of our agreement, would you kindly indicate your acceptance hereof by signing and returning the enclosed duplicate original of this letter agreement by facsimile or otherwise as soon as possible, and in any event, by 5:00 p.m. (Toronto time) April 16, 2012.

    Yours very truly,

    ENERGY FUELS INC.

    By: (signed) “Stephen P. Antony”
      Name: Stephen P. Antony
      Title: President & C.E.O.

    ________________

    The undersigned agrees with and accepts the terms of this letter agreement as of the 16 th day of April, 2012.

    DENISON MINES CORP.

    By (signed) “Ron F. Hochstein”
      Name: Ron F. Hochstein
      Title: President and C.E.O.


    SCHEDULE A

    SUPERIOR PROPOSALS

    In this Schedule A, unless something in the subject matter or context is inconsistent therewith, terms shall have the meaning ascribed thereto in the letter agreement to which this Schedule A forms part (the “ Letter Agreement ”) and the following terms shall have the respective meanings set out in paragraph 6 below and grammatical variations shall have the corresponding meanings.

    1. A party (in this Schedule A, a “ Receiving Party ”) shall promptly (and in any event within 24 hours) notify the other party (in this Schedule A, a “ Notified Party ”), at first orally and then in writing, of any proposal, inquiry, offer or request received by the Receiving Party or its Representatives: (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or (iii) for non-public information relating to the Receiving Party or a subsidiary of the Receiving Party, access to properties, books and records or a list of the holders of the Receiving Party shares or the shareholders of any subsidiary of the Receiving Party. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions thereof and the Receiving Party shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that the Notified Party may reasonably request. The Receiving Party shall keep the Notified Party promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by the Notified Party with respect thereto.

    2. Following the receipt by the Receiving Party of a bona fide written Acquisition Proposal made after the date of the Letter Agreement (that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the date hereof in contravention of Section 7 of the Letter Agreement), the Receiving Party and its Representatives may:

      (a)

    contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

           
      (b)

    if the board of directors of the Receiving Party (the “ Receiving Party Board ”) determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal:

           
      (i)

    furnish information with respect to the Receiving Party and its subsidiaries to the person making such Acquisition Proposal and its Representatives only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Receiving Party than those contained in the Confidentiality Agreement, and which also includes a standstill covenant that prohibits such person, for a period of 6 months, from acquiring, or offering to acquire, any equity securities of the Receiving Party, provided that the Receiving Party sends a copy of such confidentiality agreement to the Notified Party promptly following its execution and the Notified Party is promptly provided with a list of, and access to (to the extent not previously provided to the Notified Party) the information provided to such person; and



    - A2 -

      (ii)

    engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives provided that all such information access and discussions shall cease during the Match Period (as defined below).

    3. Notwithstanding paragraph 2 of this Schedule A, the Receiving Party may (i) enter into an agreement (other than a confidentiality agreement contemplated by paragraph 2(b)(i) hereof) with respect to an Acquisition Proposal that is a Superior Proposal and/or (ii) withdraw, modify or qualify its approval or recommendation of the Transaction and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided:

      (a)

    the Receiving Party shall have complied with its obligations under Section 7 of the Letter Agreement and under this Schedule A;

         
      (b)

    the Receiving Party Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal;

         
      (c)

    the Receiving Party has delivered written notice to the Notified Party of the determination of the Receiving Party Board that the Acquisition Proposal is a Superior Proposal and of the intention of the Receiving Party Board to approve or recommend such Superior Proposal and/or of the Receiving Party to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Receiving Party and a summary of the valuation analysis attributed by the Receiving Party Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the “ Superior Proposal Notice ”);

         
      (d)

    at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Notified Party, which five Business Day period is referred to as the “ Match Period ” and the Exclusivity Period in Section 7 of the Letter Agreement shall automatically be extended so as to terminate no earlier than the second Business Day after the end of the Match Period;

         
      (e)

    if the Notified Party has offered to amend the terms of the Transaction and the Letter Agreement during the Match Period pursuant to paragraph 4 below, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Transaction and the Letter Agreement offered by the Notified Party at the termination of the Match Period; and



    - A3 -

      (f)

    the Receiving Party terminates the Letter Agreement in compliance with the terms of this Schedule A and the Receiving Party has previously paid or, concurrently with termination, pays in cash the termination fee referred to in Section 15 of the Letter Agreement to the Notified Party.

    4. During the Match Period, the Notified Party shall have the opportunity, but not the obligation, to offer to amend the terms of the Transaction and the Letter Agreement and the Receiving Party shall cooperate with the Notified Party with respect thereto, including negotiating in good faith with the Notified Party to enable the Notified Party to make such adjustments to the provisions of the Transaction and the Letter Agreement as the Notified Party deems appropriate and as would enable the Notified Party to proceed with the Transaction on such adjusted provisions. The Receiving Party Board shall review any such offer by the Notified Party to amend the terms of the Transaction and the Letter Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Notified Party’ offer to amend the Transaction and the Letter Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Transaction and the Letter Agreement offered by the Notified Party. If the Receiving Party Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Receiving Party and the Notified Party shall enter into an amendment to the Letter Agreement reflecting the offer by the Notified Party to amend the terms of the Transaction and the Letter Agreement.

    5. Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Schedule A.

    6. Definitions:

    Acquisition Proposal ” means any inquiry or the making of any proposal or offer, or public announcement of an intention to make a proposal or offer, to the Receiving Party or its securityholders from any Person or group of Persons “acting jointly or in concert” (within the meaning of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids ) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

      (a)

    in the case of Denison, the acquisition of all or a substantial part of the US Mining Division; or

         
      (b)

    in the case of Energy Fuels, a significant business combination of Energy Fuels’ business with another business or other transaction which would be inconsistent with the Transaction;

    Affiliate ” means an “affiliate” within the meaning of Part XX of the Securities Act (Ontario);

    Business Day ” means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Toronto, Ontario are open for the conduct of business;

    Laws ” means any applicable laws, including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Regulatory Authority having the force of law;


    - A4 -

    Person ” includes an individual, corporation, partnership, trust, joint venture or other form of business organization;

    Regulatory Authority ” means:

      (c)

    any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

         
      (d)

    any self-regulatory organization or stock exchange, including the TSX and the NYSE Amex;

         
      (e)

    any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and

         
      (f)

    any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing;

    Representative ” means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors); and

    Superior Proposal ” means a bona fide Acquisition Proposal that is made in writing after the date hereof and did not result from the breach of Section 7 of the Letter Agreement or this Schedule A by the Receiving Party or its Representatives and that the Receiving Party Board determines in good faith after consultation with its legal and financial advisors:

      (a)

    is made either to the Receiving Party or to all the Receiving Party common shareholders and in compliance with applicable securities Laws;

         
      (b)

    that funds or other consideration necessary for the consummation of such Acquisition Proposal are available to ensure that the third party will have the funds necessary for the consummation of the Acquisition Proposal;

         
      (c)

    if consummated in accordance with its terms, would result in a transaction financially superior for the Receiving Party and its securityholders than the transaction contemplated by this Letter Agreement;

         
      (d)

    is reasonably capable of completion in accordance with its terms taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; and



    - A5 -

      (e)

    that the taking of action in respect of such Acquisition Proposal is necessary for the Receiving Party Board in discharge of its fiduciary duties under applicable Laws.



    SCHEDULE B

    JOINT PRESS RELEASE



    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Denison Mines Corp. Announce
    Transaction to Create Leading U.S. Uranium Company

    April 16, 2012

    Toronto, Ontario – Energy Fuels Inc. (“Energy Fuels” or “EFR”) (EFR:TSX) and Denison Mines Corp. (“Denison” or "DML") (DML:TSX; DNN: AMEX) today announced that they have entered into a Letter Agreement to complete a transaction (the "Transaction") whereby EFR will acquire all of Denison’s mining assets and operations located in the United States (the “US Mining Division”) from Denison in exchange for 425,441,494 common shares of EFR (the "EFR Share Consideration"). Immediately following the closing of the Transaction, Denison will complete a Plan of Arrangement (the "Denison Arrangement") whereby Denison will complete a reorganization of its capital and will distribute the EFR Share Consideration to DML shareholders on a pro rata basis as a return of capital in the course of that reorganization. Upon completion of the Denison Arrangement, Denison shareholders will receive approximately 1.106 common shares of EFR for each common share of DML owned and will in aggregate own approximately 66.5% of the issued and outstanding common shares of EFR.

    Energy Fuels and Denison believe that the Transaction and the Denison Arrangement will provide a number of substantial benefits for shareholders of both companies, including the following:

  •  
  • Creation of the largest 100% U.S. pure-play uranium producer and one of the largest holders of National Instrument 43-101(“NI 43-101”) compliant U.S. based uranium resources.

  •  
  • 2012 production forecasts totaling greater than 25% of total U.S. estimated production.

  •  
  • Measured and Indicated Resources of 49.8 million lbs of U 3 O 8 , plus Inferred Resources of 17.9 million lbs of U 3 O 8 .

  •  
  • U.S. focus provides compelling fundamentals: domestic consumption of 55 million lbs of U 3 O 8 per year vs. domestic production of only 4 million lbs of U 3 O 8 per year.

  •  
  • Clear operational synergies and capital efficiencies to increase production.

  •  
  • Combination of mining and development assets which will accelerate the rate of development of EFR mines, provide higher throughput of mill feed, and extend the number of years of production at the White Mesa Mill.

  •  
  • EFR’s Sheep Mountain Project is an advanced-stage development asset which provides flexibility to bring an additional 1.5 million lbs per year of U.S.-produced U 3 O 8 on-line.

  •  
  • Creation of a strategic platform for continued uranium consolidation within the U.S.

  •  
  • Substantial vanadium by-product from the White Mesa Mill and Colorado Plateau Properties, where historic uranium to vanadium ratios have averaged approximately 5:1.

  •  
  • Combined management expertise, with decades of combined uranium mining and processing experience.

  •  
  • DML shareholders to benefit from the division of two distinctly different business profiles as well as exclusive management focus on exploration and development, such as DML’s high-profile Wheeler River project in the Athabasca Basin region of northern Saskatchewan and its Mutanga project in Zambia.



    Steve Antony, President and CEO of Energy Fuels commented, “This transaction is transformational for Energy Fuels and reshapes the landscape of the uranium sector within the U.S. It combines the highly strategic asset of the only operating uranium mill in the U.S., White Mesa, with a significant resource base that substantially increases White Mesa's available feedstock. The result is an unmatched production growth profile and the opportunity for both Energy Fuels and Denison shareholders to benefit from the clear operational synergies that result from this transaction. I look forward to working with Denison's U.S. team to maximize the benefits of this important combination.”

    Ron Hochstein, President and CEO of Denison added, “This transaction is an important step forward for Denison. The Company has evolved on two parallel but different tracks, being both an exploration and development entity with a global footprint and an established producer in the United States. We are pleased to have the opportunity to combine our U.S. operations with such a complimentary set of assets and people. I'm excited about the opportunities that lie ahead for both Denison and Energy Fuels shareholders and believe that this transaction only serves to strengthen the operations of both companies.”

    Transaction Details
    Pursuant to the Letter Agreement, the parties have agreed to enter into exclusive negotiations with a view to entering into a definitive agreement in respect of the Transaction (the “Arrangement Agreement”). The execution of the Arrangement Agreement is subject to the following conditions:

      (a)

    Korea Electric Power Corporation (“KEPCO”) shall have waived its right of first opportunity provided for in the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO and a subsidiary of KEPCO, or the 30-day period for exercising such right shall have expired without KEPCO exercising right;

      (b)

    the entering into of support agreements with all directors and officers of Denison, who own shares of Denison, and Zebra Holdings and Investments S.a.r.l. and Lorito Holdings S.a.r.l.;

      (c)

    the entering into of support agreements with all directors and officers of Energy Fuels, who own shares of Energy Fuels, and with the three largest shareholders of Energy Fuels;

      (d)

    the prior approval by the boards of directors of each of Denison and Energy Fuels;

      (e)

    there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the U.S. Mining Division and of the Energy Fuels group taken as a whole.

    The three largest shareholders of Energy Fuels, Dundee Resources Ltd., Pinetree Capital Ltd. and Mega Uranium Ltd. who collectively own approximately 22.7% of Energy Fuels’ outstanding common shares, have indicated their willingness to enter into support agreements in respect of the Transaction. Zebra Holdings and Investments S.a.r.l and Lorito Holdings S.a.r.l., which combined are one of the largest shareholders of Denison, owning approximately 9.9% of Denison’s outstanding commons shares, have also indicated their willingness to enter into support agreements in respect of the Transaction.

    At its shareholder meeting to approve the Transaction, Energy Fuels also expects to seek shareholder approval to implement a 10-for-1 consolidation of its common shares.

    Following execution of the Arrangement Agreement, it is anticipated that completion of the Transaction will be subject to the following additional conditions:

      a)

    approval of the Denison Arrangement by Denison shareholders;

      b)

    approval of the issuance of the EFR Share Consideration as part of the Transaction by Energy Fuels shareholders;




      c)

    court approval of the Denison Arrangement;

      d)

    receipt of third party approvals and consents; and

      e)

    receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange.

    The Letter Agreement contains customary deal protection mechanisms, including a reciprocal break fee of Cdn$3.0 million payable in certain circumstances, non-solicitation provisions and a right to match any superior proposal.

    Completion of the Transaction is subject to a number of conditions and contingencies, many of which are beyond the control of Denison and Energy Fuels. These conditions include the entering into of definitive agreements, receipt of third party and regulatory approvals, receipt of shareholder and court approval, and the absence of any material adverse changes. Although it is the intention of Denison and Energy Fuels to proceed as expeditiously as possible toward completion of the Transaction and the Denison Arrangement, there can be no guarantee that these transactions will be completed.

    Advisors and Counsel

    Dundee Securities Ltd. is acting as financial advisor to Energy Fuels and its board of directors, and has provided a verbal opinion to the effect that, as of the date hereof, the consideration offered to Denison by Energy Fuels is fair, from a financial point of view, to Energy Fuels. Dundee Securities Ltd. and Dundee Resources Ltd. are wholly-owned subsidiaries of Dundee Corporation. Borden, Ladner and Gervais LLP is acting as legal advisor to Energy Fuels.

    Haywood Securities Inc. is acting as financial advisor to Denison and its board of directors, and has provided an opinion to the effect that, as of the date hereof and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by shareholders of Denison is fair, from a financial point of view, to shareholders of Denison. Blake, Cassels & Graydon LLP is acting as legal advisor to Denison.

    Conference Call

    Energy Fuels and Denison will be hosting a conference call on Tuesday, April 17, 2012 starting at 10:30 a.m. (Toronto time) to discuss the Transaction. The call will be available live through a webcast link on Energy Fuels website ( www.energyfuels.com ) and Denison’s website ( www.denisonmines.com ), and by dialing 1-888-789-9572 (toll free) or 416-695-7806. A recorded version of the conference call will be available for playback approximately two hours following the conclusion of the call by dialing 905-694-9451 or 800-408-3053 (password: 6637859). The presentation will also be available at www.energyfuels.com and www.denisonmines.com .

    Overview of EFR and Denison’s U.S. Mining Division

    Energy Fuels Inc.
    Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, as well as exploration properties in Saskatchewan's Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals.


    On March 1, 2012, Energy Fuels announced an updated Preliminary Feasibility Study for Sheep Mountain. The study contemplates the concurrent development of the underground and open pit deposits for a 15 year mine life. This option generates a pre-tax Internal Rate of Return (IRR) of 42% and a Net Present Value (NPV) of US$201 million, at a 7% discount rate and a $65/lb long term U 3 O 8 price. This option has an expected initial CAPEX requirement of US$109 million and OPEX of US$32.31 per lb. recovered. The Sheep Mountain project is currently at an advanced stage of permitting. Production is expected to commence in 2015, with a peak production rate of 1.5 million lbs U 3 O 8 per year.

    The Sheep Mountain Project contains an Indicated Resource of 12,895,000 tons at an average grade of 0.12% eU 3 O 8 (30,285,000 lbs eU 3 O 8 ). This figure includes Probable Reserves of 7,453,000 tons at an average grade of 0.123% eU 3 O 8 (18,365,000 lbs eU 3 O 8 ). Energy Fuels’ Colorado Plateau properties additionally contain Measured & Indicated Resources of 1,951,486 tons at an average grade of 0.24% eU 3 O 8 and 0.89% V 2 O 5 (9,371,821 lbs eU 3 O 8 and 34,862,116 lbs V 2 O 5 ).

    The technical information in this news release regarding the Sheep Mountain Project was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from Preliminary Feasibility Study for Sheep Mountain dated April 13, 2012 which is filed on EFR's SEDAR profile and is available for viewing at www.sedar.com .

    Stephen P. Antony, President and CEO of Energy Fuels, is Energy Fuels’ Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to EFR’s assets contained in this release.

    Denison’s U.S. Mining Division
    All of Denison’s U.S. assets are held directly or indirectly through its wholly-owned subsidiary Denison Mines Holdings Corp. (“DMH”). DMH holds its uranium mining and milling assets through subsidiaries, as follows:

    All of the U.S. properties are operated by Denison Mines (USA) Corp., a wholly-owned subsidiary of DMH.

    Denison’s White Mesa Mill in Utah is the only conventional uranium mill currently operating in the U.S. It is fully licensed and permitted to process 2,000 tons per day, producing up to 8 million lbs of uranium per year. A vanadium co-product recovery circuit allows for the processing of vanadium ore within the Colorado Plateau mines and its central location allows for hauling of uranium ore from Arizona, Utah, Colorado, and New Mexico.

    The Arizona Strip has higher grade production from breccia pipes. The Arizona 1 mine is currently producing with a track-record of resource replacement. A second mine (Pinenut) is expected to open in 2012. Shaft sinking is expected to begin at the Canyon mine in the fourth quarter 2012, pending regulatory approval, and the EZ1 & EZ2 properties are progressing through permitting.


    The Henry Mountains Complex in Utah consists of the Bullfrog and Tony M deposits and represents Denison’s largest resource in the U.S. (12.8 million lbs Indicated Resources, 8.1 million lbs Inferred Resources). Currently the complex is on care and maintenance. It was fully permitted in September 2007 and has excellent infrastructure, access, and is production ready. Haulage to the mill is along County and State highways.

    The technical information in this news release regarding the Henry Mountains Complex was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from the technical reports prepared for DML titled “Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex, Utah, USA” dated March 19, 2009, and “Technical Report on the Henry Mountains Complex Uranium Project, Utah, U.S.A.” dated October 17, 2006, which are filed on Denison’s SEDAR profile and are available for viewing at www.sedar.com .

    Ron Hochstein, President and CEO for Denison, is Denison’s Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to Denison’s U.S. Mining Division contained in this release.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Denison, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Denison’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Denison’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the ability of the parties to agree to terms on the definitive agreements relating to the Transaction; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels’ and Denison’s most recent annual information forms and annual and quarterly financial reports.

    Energy Fuels and Denison assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Denison’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Denison relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.


    CAUTIONARY NOTE REGARDING TECHNICAL DISCLOSURE

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration. The terms “Inferred Resources”, “Indicated Resources”, “Measured Resources”, “Mineral Resources” and “Probable Reserves” used in this news release are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves (the “CIM Standards”). The CIM Standards differ significantly from standards in the United States. While the terms “Mineral Resources”, Measured Resources”, “Indicated Resources”, “Inferred Resources” and “Probable Reserves” are recognized and required by Canadian regulations, they are not defined terms under standards in the United States. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category. Under Canadian securities laws, estimates of Inferred Resources may not form the basis of feasibility or other economic studies. Readers are cautioned not to assume that all or any part of Measured or Indicated Resources or Probable Reserves will ever be converted into reserves. Readers are also cautioned not to assume that all or any part of an Inferred Resource exists, or is economically or legally mineable. Accordingly, information regarding resources and reserves contained or referenced in this news release containing descriptions of our mineral deposits may not be comparable to similar information made public by United States companies.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    For further information please contact

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Denison Mines Corp.
    Ron Hochstein, President & CEO
    Phone No.: (416) 979-1991 x232
    Email: rhochstein@denisonmines.com



    Exhibit 99.39

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Denison Mines Corp. Announce
    Transaction to Create Leading U.S. Uranium Company

    April 16, 2012

    Toronto, Ontario – Energy Fuels Inc. (“Energy Fuels” or “EFR”) (EFR:TSX) and Denison Mines Corp. (“Denison” or "DML") (DML:TSX; DNN: AMEX) today announced that they have entered into a Letter Agreement to complete a transaction (the "Transaction") whereby EFR will acquire all of Denison’s mining assets and operations located in the United States (the “US Mining Division”) from Denison in exchange for 425,441,494 common shares of EFR (the "EFR Share Consideration"). Immediately following the closing of the Transaction, Denison will complete a Plan of Arrangement (the "Denison Arrangement") whereby Denison will complete a reorganization of its capital and will distribute the EFR Share Consideration to DML shareholders on a pro rata basis as a return of capital in the course of that reorganization. Upon completion of the Denison Arrangement, Denison shareholders will receive approximately 1.106 common shares of EFR for each common share of DML owned and will in aggregate own approximately 66.5% of the issued and outstanding common shares of EFR.

    Energy Fuels and Denison believe that the Transaction and the Denison Arrangement will provide a number of substantial benefits for shareholders of both companies, including the following:

  •  
  • Creation of the largest 100% U.S. pure-play uranium producer and one of the largest holders of National Instrument 43-101(“NI 43-101”) compliant U.S. based uranium resources.

  •  
  • 2012 production forecasts totaling greater than 25% of total U.S. estimated production.

  •  
  • Measured and Indicated Resources of 49.8 million lbs of U 3 O 8 , plus Inferred Resources of 17.9 million lbs of U 3 O 8 .

  •  
  • U.S. focus provides compelling fundamentals: domestic consumption of 55 million lbs of U 3 O 8 per year vs. domestic production of only 4 million lbs of U 3 O 8 per year.

  •  
  • Clear operational synergies and capital efficiencies to increase production.

  •  
  • Combination of mining and development assets which will accelerate the rate of development of EFR mines, provide higher throughput of mill feed, and extend the number of years of production at the White Mesa Mill.

  •  
  • EFR’s Sheep Mountain Project is an advanced-stage development asset which provides flexibility to bring an additional 1.5 million lbs per year of U.S.-produced U 3 O 8 on-line.

  •  
  • Creation of a strategic platform for continued uranium consolidation within the U.S.

  •  
  • Substantial vanadium by-product from the White Mesa Mill and Colorado Plateau Properties, where historic uranium to vanadium ratios have averaged approximately 5:1.

  •  
  • Combined management expertise, with decades of combined uranium mining and processing experience.

  •  
  • DML shareholders to benefit from the division of two distinctly different business profiles as well as exclusive management focus on exploration and development, such as DML’s high-profile Wheeler River project in the Athabasca Basin region of northern Saskatchewan and its Mutanga project in Zambia.



    Steve Antony, President and CEO of Energy Fuels commented, “This transaction is transformational for Energy Fuels and reshapes the landscape of the uranium sector within the U.S. It combines the highly strategic asset of the only operating uranium mill in the U.S., White Mesa, with a significant resource base that substantially increases White Mesa's available feedstock. The result is an unmatched production growth profile and the opportunity for both Energy Fuels and Denison shareholders to benefit from the clear operational synergies that result from this transaction. I look forward to working with Denison's U.S. team to maximize the benefits of this important combination.”

    Ron Hochstein, President and CEO of Denison added, “This transaction is an important step forward for Denison. The Company has evolved on two parallel but different tracks, being both an exploration and development entity with a global footprint and an established producer in the United States. We are pleased to have the opportunity to combine our U.S. operations with such a complimentary set of assets and people. I'm excited about the opportunities that lie ahead for both Denison and Energy Fuels shareholders and believe that this transaction only serves to strengthen the operations of both companies.”

    Transaction Details
    Pursuant to the Letter Agreement, the parties have agreed to enter into exclusive negotiations with a view to entering into a definitive agreement in respect of the Transaction (the “Arrangement Agreement”). The execution of the Arrangement Agreement is subject to the following conditions:

      (a)

    Korea Electric Power Corporation (“KEPCO”) shall have waived its right of first opportunity provided for in the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO and a subsidiary of KEPCO, or the 30-day period for exercising such right shall have expired without KEPCO exercising right;

      (b)

    the entering into of support agreements with all directors and officers of Denison, who own shares of Denison, and Zebra Holdings and Investments S.a.r.l. and Lorito Holdings S.a.r.l.;

      (c)

    the entering into of support agreements with all directors and officers of Energy Fuels, who own shares of Energy Fuels, and with the three largest shareholders of Energy Fuels;

      (d)

    the prior approval by the boards of directors of each of Denison and Energy Fuels;

      (e)

    there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the U.S. Mining Division and of the Energy Fuels group taken as a whole.

    The three largest shareholders of Energy Fuels, Dundee Resources Ltd., Pinetree Capital Ltd. and Mega Uranium Ltd. who collectively own approximately 22.7% of Energy Fuels’ outstanding common shares, have indicated their willingness to enter into support agreements in respect of the Transaction. Zebra Holdings and Investments S.a.r.l and Lorito Holdings S.a.r.l., which combined are one of the largest shareholders of Denison, owning approximately 9.9% of Denison’s outstanding commons shares, have also indicated their willingness to enter into support agreements in respect of the Transaction.

    At its shareholder meeting to approve the Transaction, Energy Fuels also expects to seek shareholder approval to implement a 10-for-1 consolidation of its common shares.

    Following execution of the Arrangement Agreement, it is anticipated that completion of the Transaction will be subject to the following additional conditions:

      a)

    approval of the Denison Arrangement by Denison shareholders;

      b)

    approval of the issuance of the EFR Share Consideration as part of the Transaction by Energy Fuels shareholders;




      c)

    court approval of the Denison Arrangement;

      d)

    receipt of third party approvals and consents; and

      e)

    receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange.

    The Letter Agreement contains customary deal protection mechanisms, including a reciprocal break fee of Cdn$3.0 million payable in certain circumstances, non-solicitation provisions and a right to match any superior proposal.

    Completion of the Transaction is subject to a number of conditions and contingencies, many of which are beyond the control of Denison and Energy Fuels. These conditions include the entering into of definitive agreements, receipt of third party and regulatory approvals, receipt of shareholder and court approval, and the absence of any material adverse changes. Although it is the intention of Denison and Energy Fuels to proceed as expeditiously as possible toward completion of the Transaction and the Denison Arrangement, there can be no guarantee that these transactions will be completed.

    Advisors and Counsel

    Dundee Securities Ltd. is acting as financial advisor to Energy Fuels and its board of directors, and has provided a verbal opinion to the effect that, as of the date hereof, the consideration offered to Denison by Energy Fuels is fair, from a financial point of view, to Energy Fuels. Dundee Securities Ltd. and Dundee Resources Ltd. are wholly-owned subsidiaries of Dundee Corporation. Borden, Ladner and Gervais LLP is acting as legal advisor to Energy Fuels.

    Haywood Securities Inc. is acting as financial advisor to Denison and its board of directors, and has provided an opinion to the effect that, as of the date hereof and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by shareholders of Denison is fair, from a financial point of view, to shareholders of Denison. Blake, Cassels & Graydon LLP is acting as legal advisor to Denison.

    Conference Call

    Energy Fuels and Denison will be hosting a conference call on Tuesday, April 17, 2012 starting at 10:30 a.m. (Toronto time) to discuss the Transaction. The call will be available live through a webcast link on Energy Fuels website ( www.energyfuels.com ) and Denison’s website ( www.denisonmines.com ), and by dialing 1-888-789-9572 (toll free) or 416-695-7806. A recorded version of the conference call will be available for playback approximately two hours following the conclusion of the call by dialing 905-694-9451 or 800-408-3053 (password: 6637859). The presentation will also be available at www.energyfuels.com and www.denisonmines.com .

    Overview of EFR and Denison’s U.S. Mining Division

    Energy Fuels Inc.
    Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, as well as exploration properties in Saskatchewan's Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals.


    On March 1, 2012, Energy Fuels announced an updated Preliminary Feasibility Study for Sheep Mountain. The study contemplates the concurrent development of the underground and open pit deposits for a 15 year mine life. This option generates a pre-tax Internal Rate of Return (IRR) of 42% and a Net Present Value (NPV) of US$201 million, at a 7% discount rate and a $65/lb long term U 3 O 8 price. This option has an expected initial CAPEX requirement of US$109 million and OPEX of US$32.31 per lb. recovered. The Sheep Mountain project is currently at an advanced stage of permitting. Production is expected to commence in 2015, with a peak production rate of 1.5 million lbs U 3 O 8 per year.

    The Sheep Mountain Project contains an Indicated Resource of 12,895,000 tons at an average grade of 0.12% eU 3 O 8 (30,285,000 lbs eU 3 O 8 ). This figure includes Probable Reserves of 7,453,000 tons at an average grade of 0.123% eU 3 O 8 (18,365,000 lbs eU 3 O 8 ). Energy Fuels’ Colorado Plateau properties additionally contain Measured & Indicated Resources of 1,951,486 tons at an average grade of 0.24% eU 3 O 8 and 0.89% V 2 O 5 (9,371,821 lbs eU 3 O 8 and 34,862,116 lbs V 2 O 5 ).

    The technical information in this news release regarding the Sheep Mountain Project was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from Preliminary Feasibility Study for Sheep Mountain dated April 13, 2012 which is filed on EFR's SEDAR profile and is available for viewing at www.sedar.com .

    Stephen P. Antony, President and CEO of Energy Fuels, is Energy Fuels’ Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to EFR’s assets contained in this release.

    Denison’s U.S. Mining Division
    All of Denison’s U.S. assets are held directly or indirectly through its wholly-owned subsidiary Denison Mines Holdings Corp. (“DMH”). DMH holds its uranium mining and milling assets through subsidiaries, as follows:

    All of the U.S. properties are operated by Denison Mines (USA) Corp., a wholly-owned subsidiary of DMH.

    Denison’s White Mesa Mill in Utah is the only conventional uranium mill currently operating in the U.S. It is fully licensed and permitted to process 2,000 tons per day, producing up to 8 million lbs of uranium per year. A vanadium co-product recovery circuit allows for the processing of vanadium ore within the Colorado Plateau mines and its central location allows for hauling of uranium ore from Arizona, Utah, Colorado, and New Mexico.

    The Arizona Strip has higher grade production from breccia pipes. The Arizona 1 mine is currently producing with a track-record of resource replacement. A second mine (Pinenut) is expected to open in 2012. Shaft sinking is expected to begin at the Canyon mine in the fourth quarter 2012, pending regulatory approval, and the EZ1 & EZ2 properties are progressing through permitting.


    The Henry Mountains Complex in Utah consists of the Bullfrog and Tony M deposits and represents Denison’s largest resource in the U.S. (12.8 million lbs Indicated Resources, 8.1 million lbs Inferred Resources). Currently the complex is on care and maintenance. It was fully permitted in September 2007 and has excellent infrastructure, access, and is production ready. Haulage to the mill is along County and State highways.

    The technical information in this news release regarding the Henry Mountains Complex was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from the technical reports prepared for DML titled “Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex, Utah, USA” dated March 19, 2009, and “Technical Report on the Henry Mountains Complex Uranium Project, Utah, U.S.A.” dated October 17, 2006, which are filed on Denison’s SEDAR profile and are available for viewing at www.sedar.com .

    Ron Hochstein, President and CEO for Denison, is Denison’s Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to Denison’s U.S. Mining Division contained in this release.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Denison, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Denison’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Denison’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the ability of the parties to agree to terms on the definitive agreements relating to the Transaction; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels’ and Denison’s most recent annual information forms and annual and quarterly financial reports.

    Energy Fuels and Denison assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Denison’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Denison relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.


    CAUTIONARY NOTE REGARDING TECHNICAL DISCLOSURE

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration. The terms “Inferred Resources”, “Indicated Resources”, “Measured Resources”, “Mineral Resources” and “Probable Reserves” used in this news release are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves (the “CIM Standards”). The CIM Standards differ significantly from standards in the United States. While the terms “Mineral Resources”, Measured Resources”, “Indicated Resources”, “Inferred Resources” and “Probable Reserves” are recognized and required by Canadian regulations, they are not defined terms under standards in the United States. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category. Under Canadian securities laws, estimates of Inferred Resources may not form the basis of feasibility or other economic studies. Readers are cautioned not to assume that all or any part of Measured or Indicated Resources or Probable Reserves will ever be converted into reserves. Readers are also cautioned not to assume that all or any part of an Inferred Resource exists, or is economically or legally mineable. Accordingly, information regarding resources and reserves contained or referenced in this news release containing descriptions of our mineral deposits may not be comparable to similar information made public by United States companies.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    For further information please contact

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Denison Mines Corp.
    Ron Hochstein, President & CEO
    Phone No.: (416) 979-1991 x232
    Email: rhochstein@denisonmines.com



    Exhibit 99.40

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

       

    Energy Fuels Inc. (“ Energy Fuels ”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

       
    2.

    Date of Material Change:

       

    April 16, 2012

       
    3.

    News Release:

       

    The press release attached hereto as Schedule “A” was disseminated via Marketwire on April 16, 2012.

       
    4.

    Summary of Material Change:

       

    Energy Fuels and Denison Mines Corp. (“ Denison ”) announced that they have entered into a letter agreement (“ Letter Agreement ”) to complete a transaction whereby Energy Fuels will acquire all of Denison’s mining assets and operations located in the United States (the “ US Mining Division ”) from Denison (the “ Transaction ”). The US Mining Division is owned by Denison Mines Holding Corp. (“ DMHC ”). Denison owns 70.1% of the issued and outstanding shares of DMHC and White Canyon Uranium Ltd. (“ White Canyon ”) owns the remaining 29.9%. Denison owns all of the outstanding shares of White Canyon. Under the Transaction, Energy Fuels will acquire: (i) all of the outstanding shares of DMHC held by Denison and all of the outstanding shares of White Canyon (collectively, the “ Acquired Shares ”), and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DMHC, White Canyon or any direct or indirect subsidiary of DMHC) by DMHC, White Canyon or any direct or indirect subsidiary of DMHC (the “ Acquired Debt ”), and in consideration for the Acquired Shares and the Acquired Debt Energy Fuels will issue to Denison 425,441,494 common shares of Energy Fuels.

       

    See the press release attached as Schedule “A.”

       
    5.

    Full Description of Material Change:

       

    The Transaction

       

    Energy Fuels and Denison announced that they have entered into the Letter Agreement to complete a transaction whereby Energy Fuels will acquire all of Denison’s US Mining Division from Denison. The US Mining Division is owned by DMHC. Denison owns 70.1% of the issued and outstanding shares of DMHC and White Canyon owns the remaining 29.9%. Denison owns all of the outstanding shares of White Canyon. Under the Transaction, Energy Fuels will acquire: (i) all of the Acquired Shares, and (ii) an assignment of the Acquired Debt, and in consideration for the Acquired Shares and the Acquired Debt, Energy Fuels will issue to Denison 425,441,494 common shares of Energy Fuels.



    Immediately following the closing of the Transaction, Denison will complete a plan of arrangement (the “ Denison Arrangement ”) whereby Denison will reorganize its capital and will distribute the Energy Fuels shares received from Energy Fuels to Denison’s shareholders on a pro rata basis as a return of capital pursuant to the reorganization. Upon completion of the Transaction and the Denison Arrangement, Denison shareholders will receive approximately 1.106 common shares of Energy Fuels for each common share of Denison owned. Denison shareholders as a group will in aggregate own approximately 66.5% of the issued and outstanding common shares of Energy Fuels (based on Energy Fuels’ 214,320,151 common shares outstanding as of April 16, 2012), and there will be no inter-company debt between Denison or any of its subsidiaries on the one hand, and Energy Fuels and its subsidiaries, on the other.

    The Boards of Directors of each of Energy Fuels and Denison have approved the entering into of the Letter Agreement, subject to the terms and conditions set out in the Letter Agreement and subject to negotiation and execution of a definitive agreement in respect of the Transaction (the “ Arrangement Agreement ”).

    Upon the completion of the Transaction, two additional directors, as agreed between Denison and Energy Fuels, acting reasonably, shall be appointed to the board of directors of Energy Fuels.

    Energy Fuels will seek shareholder approval of the Transaction at a special meeting and will also seek shareholder approval to implement a 10-for-1 consolidation of its common shares.

    The parties have agreed to use their reasonable commercial efforts to complete the Transaction on or before June 30, 2012 or such other date as the parties shall mutually agree.

    The Letter Agreement

    The following is a summary of certain provisions of the Letter Agreement. The Letter Agreement was filed on SEDAR under Energy Fuels’ profile. Capitalized terms not otherwise defined in this material change report have the meanings assigned thereto in the Letter Agreement.

    Arrangement Agreement

    Pursuant to the Letter Agreement, Energy Fuels and Denison have agreed to enter into exclusive negotiations with a view to entering into the Arrangement Agreement. The Arrangement Agreement will include customary terms and conditions for a transaction of the nature of the Transaction, with such terms and conditions being substantially consistent with the terms of the Letter Agreement.

    The execution of the Arrangement Agreement is subject to the following conditions: (a) all directors and officers of Denison who own shares of Denison, as well as Zebra Holdings and Investments S.a.r.l. and Lorito Holdings S.a.r.l. (which two entities collectively hold 9.9% of the outstanding shares of Denison), shall have entered into support agreements in respect of the Transaction and the Denison Arrangement; (b) all directors and officers of Energy Fuels who own shares of Energy Fuels, as well as Dundee Resources Ltd., Pinetree Capital Ltd. and Mega Uranium Ltd. (which three companies collectively hold 22.7% of the outstanding shares of Energy Fuels), shall have entered into support agreements in respect of the Transaction; (c) the Boards of Directors of each of Energy Fuels and Denison shall have approved the Arrangement Agreement; (d) no event shall have occurred which would indicate that it will not be possible for the conditions precedent to the Transaction to be satisfied prior to June 30, 2012; and (e) no material adverse change shall have occurred with respect to the business, operations, results of operations, prospects, assets, liabilities or financial condition of the U.S. Mining Division, or of the Energy Fuels group, in each case taken as a whole.


    Dundee Resources Ltd., Pinetree Capital Ltd. and Mega Uranium Ltd. have indicated their willingness to enter into support agreements in respect of the Transaction. Zebra Holdings and Investments S.a.r.l. and Lorito Holdings S.a.r.l., which combined are one of the largest shareholders of Denison, have also indicated their willingness to enter into support agreements in respect of the Transaction.

    Conditions to Completion of the Transaction

    Mutual Conditions

    The completion of the Transaction will be subject to the following mutual conditions precedent as contained in the Letter Agreement, in addition to any other mutual condition precedents set out in the Arrangement Agreement:

      (a)

    Denison and Energy Fuels shall have entered into Arrangement Agreement providing for the terms and conditions upon which the Transaction will be completed, on or before May 11, 2012 (the " Agreement Deadline Date ") or such other date mutually agreed to in writing by Denison and Energy Fuels;

           
      (b)

    Korea Electric Power Corporation (" KEPCO ") shall have waived its right of first opportunity provided for in Section 4.1 of the strategic relationship agreement dated as of June 15, 2009 (the " KEPCO Strategic Relationship Agreement ") among Denison, KEPCO and Kepco Canada Uranium Investment Limited Partnership, or the right of first opportunity provided for therein shall have expired without KEPCO exercising such right (collectively, the " KEPCO Waiver "), and KEPCO shall have provided such other consents and acknowledgements to allow the Transaction to be completed;

           
      (c)

    either:

           
      (i)

    the rights and obligations of Denison under the uranium offtake agreement dated June 15, 2009 among Denison, KEPCO and Korea Hydro & Nuclear Power Co., Ltd. (the " KEPCO Offtake Agreement ") shall have been assigned to and assumed by Energy Fuels, DMHC or a subsidiary of DMHC, and KEPCO shall have provided its consent to such assignment and released Denison from its obligations thereunder; or

           
      (ii)

    in the event that KEPCO shall not have provided its consent to the assignment contemplated in subsection (c)(i) above, Denison and Energy Fuels shall have entered into an agreement (the " Denison Offtake Agreement ") pursuant to which Energy Fuels will agree to supply to Denison, and Denison will agree to purchase from Energy Fuels, sufficient U 3 0 8 concentrates to satisfy Denison's obligation to deliver the minimum quantities specified in section 2.02 of the KEPCO Offtake Agreement;

           
      (d)

    the shareholders of Energy Fuels shall have approved the issuance of the EFR Share Consideration, and consented to the waiver of the application of Energy Fuels' shareholder rights plan to the Transaction, and shall have approved or consented to such other matters as Energy Fuels shall consider necessary or desirable in connection with the Transaction, acting reasonably;




      (e)

    the shareholders of Denison shall have approved the Denison Arrangement including the Arrangement Agreement, and shall have approved or consented to such other matters as Denison shall consider necessary or desirable in connection with the Transaction, acting reasonably;

           
      (f)

    the Denison Arrangement shall have been approved by such court orders as shall be required under the OBCA;

           
      (g)

    the receipt of approval of the Toronto Stock Exchange and the AMEX Exchange and receipt of all other governmental, court, regulatory, third person and other approvals and consents shall have been obtained; and

           
      (h)

    there shall have been no action taken under any applicable law or by any government or governmental or regulatory authority which:

           
      (i)

    makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Transaction, or

           
      (ii)

    results or could reasonably be expected to result in a judgment, order, decree or assessment of damages directly or indirectly, relating to the Transaction which is, or could be, materially adverse to Energy Fuels or Denison, respectively, on a consolidated basis.

    Conditions Precedent to the Obligations of Energy Fuels

    The obligation of Energy Fuels to complete the Transaction will be subject to the satisfaction of the following conditions:

      (a)

    Energy Fuels shall not have identified any facts which are materially inconsistent with the representations and warranties of Denison contained in the Letter Agreement or the Arrangement Agreement, or the public disclosure record of Denison as of the date of the Letter Agreement, which facts are materially adverse to the US Mining Division or the ability of Denison to complete the Transaction;

         
      (b)

    Denison shall have performed and complied in all material respects with all of its covenants and obligations under the Letter Agreement and the Arrangement Agreement required to be performed by Denison prior to the completion of the Transaction;

         
      (c)

    there shall not have been any material adverse change in the business of the US Mining Division, taken as a whole;

         
      (d)

    the consolidated net working capital of the Denison US Group as of the date of completion of the Transaction shall be not less than US$28,000,000; and

         
      (e)

    at the time of completion of the Transaction, there shall be no encumbrances on the Acquired Shares, the Acquired Debt or the assets of White Canyon, DMHC and DMHC’s subsidiaries (collectively, the " Denison US Group "), other than encumbrances which are imposed by statute or regulation or which are otherwise incurred or imposed in the ordinary course of business of the US Mining Division.



    Conditions Precedent to the Obligations of Denison

    The obligation of Denison to complete the Transaction will be subject to the satisfaction of the following conditions:

      (a)

    Denison shall not have identified any facts which are materially inconsistent with the representations and warranties of Energy Fuels contained in the Letter Agreement or the Arrangement Agreement, or the public disclosure record of Energy Fuels as of the date of the Letter Agreement, which facts are materially adverse to Energy Fuels or its ability to complete the Transaction;

         
      (b)

    Energy Fuels shall have performed and complied in all material respects with all of its covenants and obligations required to be performed by Energy Fuels under the Letter Agreement and the Arrangement Agreement prior to the completion of the Transaction;

         
      (c)

    there shall not have been any material adverse change in the business of Energy Fuels, taken as a whole; and

         
      (d)

    the consolidated working capital of Energy Fuels as of the date of completion of the Transaction, without giving effect to the Transaction, shall be not less than US$4,000,000.

    Exclusivity and Non-Solicitation

    Under the Letter Agreement, the parties have agreed to certain exclusivity and non-solicitation covenants as follows:

      (a)

    From the date of the Letter Agreement until the date of its termination pursuant to the terms thereof (the " Exclusivity Period "), Denison has agreed to negotiate exclusively with Energy Fuels with respect to the sale of the US Mining Division and to not solicit any offer or inquiries relating to the sale of the US Mining Division. Denison may participate in discussions or negotiations in respect of transactions which would not materially impede the ability of Denison to complete the Transaction, including a sale of any of the assets of Denison not owned by the Denison US Group, an acquisition of any other assets by Denison or a transaction involving an acquisition of Denison or other business combination which occurs following or subject to the completion of the Transaction.

         
      (b)

    During the Exclusivity Period, Energy Fuels has agreed to negotiate exclusively with Denison with respect to any transactions involving a significant business combination of Energy Fuels with any other business and to not solicit any offers or inquiries relating to such transactions. Energy Fuels may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of Energy Fuels to complete the Transaction.

    Each party is allowed to pursue unsolicited proposals which would be prohibited by the Letter Agreement if the board of either Denison or Energy Fuels, as applicable, determines that such transaction is financially superior to the Transaction (a " Superior Proposal ").

    Termination

    Denison and Energy Fuels have agreed that the Letter Agreement may be terminated:



      (a)

    by either party if the Arrangement Agreement has not been entered into on or prior to the Agreement Deadline Date, provided that the party terminating the Letter Agreement shall have satisfied its obligation to negotiate in good faith pursuant to the Letter Agreement;

         
      (b)

    by either party if the conditions precedent to completion of the Transaction are not satisfied and are not reasonably capable of being satisfied on or prior to June 30, 2012 or such other date as the parties shall mutually agree;

         
      (c)

    by either party if such party determines, acting reasonably, that it or the other party will not be able to obtain the consents and approvals required under the Letter Agreement in form satisfactory to either party, acting reasonably;

         
      (d)

    by either party if such party receives a Superior Proposal;

         
      (e)

    by either party if such party determines that the representations and warranties of the other party set out in the Letter Agreement and, if applicable, the Arrangement Agreement, are materially incorrect; or

         
      (f)

    by either party if such party determines that the other party has not complied with its material obligations under the Letter Agreement.

    Denison Termination Fee

    In the event that the Letter Agreement is terminated:

      (i)

    as a consequence of the failure to obtain the KEPCO Waiver;

         
      (ii)

    as a consequence of the failure to obtain the approval of Denison shareholders if a third party has announced a Superior Proposal, and such proposal is still in effect at the time of the Denison shareholder meeting;

         
      (iii)

    by Denison pursuant in the event it obtains a Superior Proposal;

         
      (iv)

    by Energy Fuels if the Arrangement Agreement is not entered into primarily due to the failure of Denison to negotiate in good faith; or

         
      (v)

    by Energy Fuels because Denison is in material breach of the Letter Agreement,

    then Denison shall pay a termination fee in the amount of $3,000,000 to Energy Fuels.

    Energy Fuels Termination Fee

    In the event that the Letter Agreement is terminated:

      (i)

    as a consequence of the failure to obtain the approval of Energy Fuels shareholders if a third party has announced a Superior Proposal, and such proposal is still in effect at the time of the Energy Fuels shareholder meeting;

         
      (ii)

    by Energy Fuels in the event it receives a Superior Proposal;

         
      (iii)

    by Denison pursuant if the Arrangement Agreement is not entered into primarily due to the failure of Energy Fuels to negotiate in good faith; or




      (iv)

    by Denison because Energy Fuels is in material breach of the Letter Agreement,

    then Energy Fuels shall pay a termination fee in the amount of $3,000,000 to Denison.

    Completion of the Transaction

    Energy Fuels and Denison have agreed to use their reasonable commercial efforts to complete the Transaction on or before June 30, 2012 or such other date as the parties mutually agree.

    Completion of the Transaction is subject to a number of conditions and contingencies, many of which are beyond the control of Denison and Energy Fuels. These conditions include the entering into of definitive agreements, receipt of third party and regulatory approvals, receipt of shareholder and court approval, and the absence of any material adverse changes. Although it is the intention of Denison and Energy Fuels to proceed as expeditiously as possible toward completion of the Transaction and the Denison Arrangement, there can be no guarantee that these transactions will be completed.

    5.2

    Disclosure for Restructuring Transactions

       

    Not applicable.

       
    6.

    Reliance on subsection 7.1(2) or (3) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.

       
    8.

    Executive Officer:

       

    The following executive officer of the Corporation is knowledgeable about the material change:

       

    Gary R. Steele, Vice President – Corporate Marketing & Secretary
    (303) 974-2147

       
    9.

    Date of Report:

       

    April 25, 2012



    Schedule “A”

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Denison Mines Corp. Announce Transaction to Create Leading U.S. Uranium Company

    April 16, 2012

    Toronto, Ontario – Energy Fuels Inc. (“Energy Fuels” or “EFR”) (EFR:TSX) and Denison Mines Corp. (“Denison” or "DML") (DML:TSX; DNN: AMEX) today announced that they have entered into a Letter Agreement to complete a transaction (the "Transaction") whereby EFR will acquire all of Denison’s mining assets and operations located in the United States (the “US Mining Division”) from Denison in exchange for 425,441,494 common shares of EFR (the "EFR Share Consideration"). Immediately following the closing of the Transaction, Denison will complete a Plan of Arrangement (the "Denison Arrangement") whereby Denison will complete a reorganization of its capital and will distribute the EFR Share Consideration to DML shareholders on a pro rata basis as a return of capital in the course of that reorganization. Upon completion of the Denison Arrangement, Denison shareholders will receive approximately 1.106 common shares of EFR for each common share of DML owned and will in aggregate own approximately 66.5% of the issued and outstanding common shares of EFR.

    Energy Fuels and Denison believe that the Transaction and the Denison Arrangement will provide a number of substantial benefits for shareholders of both companies, including the following:

  •  
  • Creation of the largest 100% U.S. pure-play uranium producer and one of the largest holders of National Instrument 43-101(“NI 43-101”) compliant U.S. based uranium resources.
     
  •  
  • 2012 production forecasts totaling greater than 25% of total U.S. estimated production.
  •  
  • Measured and Indicated Resources of 49.8 million lbs of U 3 O 8 , plus Inferred Resources of 17.9 million lbs of U 3 O 8 .
  •  
  • U.S. focus provides compelling fundamentals: domestic consumption of 55 million lbs of U 3 O 8 per year vs. domestic production of only 4 million lbs of U 3 O 8 per year.
  •  
  • Clear operational synergies and capital efficiencies to increase production.
  •  
  • Combination of mining and development assets which will accelerate the rate of development of EFR mines, provide higher throughput of mill feed, and extend the number of years of production at the White Mesa Mill.
  •  
  • EFR’s Sheep Mountain Project is an advanced-stage development asset which provides flexibility to bring an additional 1.5 million lbs per year of U.S.-produced U 3 O 8 on-line.
  •  
  • Creation of a strategic platform for continued uranium consolidation within the U.S.
  •  
  • Substantial vanadium by-product from the White Mesa Mill and Colorado Plateau Properties, where historic uranium to vanadium ratios have averaged approximately 5:1.
  •  
  • Combined management expertise, with decades of combined uranium mining and processing experience.
  •  
  • DML shareholders to benefit from the division of two distinctly different business profiles as well as exclusive management focus on exploration and development, such as DML’s high-profile Wheeler River project in the Athabasca Basin region of northern Saskatchewan and its Mutanga project in Zambia.


    Steve Antony, President and CEO of Energy Fuels commented, “This transaction is transformational for Energy Fuels and reshapes the landscape of the uranium sector within the U.S. It combines the highly strategic asset of the only operating uranium mill in the U.S., White Mesa, with a significant resource base that substantially increases White Mesa's available feedstock. The result is an unmatched production growth profile and the opportunity for both Energy Fuels and Denison shareholders to benefit from the clear operational synergies that result from this transaction. I look forward to working with Denison's U.S. team to maximize the benefits of this important combination.”

    Ron Hochstein, President and CEO of Denison added, “This transaction is an important step forward for Denison. The Company has evolved on two parallel but different tracks, being both an exploration and development entity with a global footprint and an established producer in the United States. We are pleased to have the opportunity to combine our U.S. operations with such a complimentary set of assets and people. I'm excited about the opportunities that lie ahead for both Denison and Energy Fuels shareholders and believe that this transaction only serves to strengthen the operations of both companies.”

    Transaction Details

    Pursuant to the Letter Agreement, the parties have agreed to enter into exclusive negotiations with a view to entering into a definitive agreement in respect of the Transaction (the “Arrangement Agreement”). The execution of the Arrangement Agreement is subject to the following conditions:

      (a)

    Korea Electric Power Corporation (“KEPCO”) shall have waived its right of first opportunity provided for in the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO and a subsidiary of KEPCO, or the 30-day period for exercising such right shall have expired without KEPCO exercising right;

    (b)

    the entering into of support agreements with all directors and officers of Denison, who own shares of Denison, and Zebra Holdings and Investments S.a.r.l. and Lorito Holdings S.a.r.l.;

      (c)

    the entering into of support agreements with all directors and officers of Energy Fuels, who own shares of Energy Fuels, and with the three largest shareholders of Energy Fuels;

    (d)

    the prior approval by the boards of directors of each of Denison and Energy Fuels;

      (e)

    there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the U.S. Mining Division and of the Energy Fuels group taken as a whole.

    The three largest shareholders of Energy Fuels, Dundee Resources Ltd., Pinetree Capital Ltd. and Mega Uranium Ltd. who collectively own approximately 22.7% of Energy Fuels’ outstanding common shares, have indicated their willingness to enter into support agreements in respect of the Transaction. Zebra Holdings and Investments S.a.r.l and Lorito Holdings S.a.r.l., which combined are one of the largest shareholders of Denison, owning approximately 9.9% of Denison’s outstanding commons shares, have also indicated their willingness to enter into support agreements in respect of the Transaction.

    At its shareholder meeting to approve the Transaction, Energy Fuels also expects to seek shareholder approval to implement a 10-for-1 consolidation of its common shares.

    Following execution of the Arrangement Agreement, it is anticipated that completion of the Transaction will be subject to the following additional conditions:

      (a)

    approval of the Denison Arrangement by Denison shareholders;

    (b)

    approval of the issuance of the EFR Share Consideration as part of the Transaction by Energy Fuels shareholders;

      (c)

    court approval of the Denison Arrangement;

    (d)

    receipt of third party approvals and consents; and

      (e)

    receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange.



    The Letter Agreement contains customary deal protection mechanisms, including a reciprocal break fee of Cdn$3.0 million payable in certain circumstances, non-solicitation provisions and a right to match any superior proposal.

    Completion of the Transaction is subject to a number of conditions and contingencies, many of which are beyond the control of Denison and Energy Fuels. These conditions include the entering into of definitive agreements, receipt of third party and regulatory approvals, receipt of shareholder and court approval, and the absence of any material adverse changes. Although it is the intention of Denison and Energy Fuels to proceed as expeditiously as possible toward completion of the Transaction and the Denison Arrangement, there can be no guarantee that these transactions will be completed.

    Advisors and Counsel

    Dundee Securities Ltd. is acting as financial advisor to Energy Fuels and its board of directors, and has provided a verbal opinion to the effect that, as of the date hereof, the consideration offered to Denison by Energy Fuels is fair, from a financial point of view, to Energy Fuels. Dundee Securities Ltd. and Dundee Resources Ltd. are wholly-owned subsidiaries of Dundee Corporation. Borden, Ladner and Gervais LLP is acting as legal advisor to Energy Fuels.

    Haywood Securities Inc. is acting as financial advisor to Denison and its board of directors, and has provided an opinion to the effect that, as of the date hereof and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by shareholders of Denison is fair, from a financial point of view, to shareholders of Denison. Blake, Cassels & Graydon LLP is acting as legal advisor to Denison.

    Conference Call

    Energy Fuels and Denison will be hosting a conference call on Tuesday, April 17, 2012 starting at 10:30 a.m. (Toronto time) to discuss the Transaction. The call will be available live through a webcast link on Energy Fuels website ( www.energyfuels.com ) and Denison’s website ( www.denisonmines.com ), and by dialing 1-888-789-9572 (toll free) or 416-695-7806. A recorded version of the conference call will be available for playback approximately two hours following the conclusion of the call by dialing 905-694-9451 or 800-408-3053 (password: 6637859). The presentation will also be available at www.energyfuels.com and www.denisonmines.com .

    Overview of EFR and Denison’s U.S. Mining Division

    Energy Fuels Inc.
    Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, as well as exploration properties in Saskatchewan's Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals.

    On March 1, 2012, Energy Fuels announced an updated Preliminary Feasibility Study for Sheep Mountain. The study contemplates the concurrent development of the underground and open pit deposits for a 15 year mine life. This option generates a pre-tax Internal Rate of Return (IRR) of 42% and a Net Present Value (NPV) of US$201 million, at a 7% discount rate and a $65/lb long term U 3 O 8 price. This option has an expected initial CAPEX requirement of US$109 million and OPEX of US$32.31 per lb. recovered. The Sheep Mountain project is currently at an advanced stage of permitting. Production is expected to commence in 2015, with a peak production rate of 1.5million lbs U 3 O 8 per year.


    The Sheep Mountain Project contains an Indicated Resource of 12,895,000 tons at an average grade of 0.12% eU 3 O 8 (30,285,000 lbs eU 3 O 8 ). This figure includes Probable Reserves of 7,453,000 tons at an average grade of 0.123% eU 3 O 8 (18,365,000 lbs eU 3 O 8 ). Energy Fuels’ Colorado Plateau properties additionally contain Measured & Indicated Resources of 1,951,486 tons at an average grade of 0.24% eU 3 O 8 and 0.89% V 2 O 5 (9,371,821 lbs eU 3 O 8 and 34,862,116 lbs V 2 O 5 ).

    The technical information in this news release regarding the Sheep Mountain Project was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from Preliminary Feasibility Study for Sheep Mountain dated April 13, 2012 which is filed on EFR's SEDAR profile and is available for viewing at www.sedar.com .

    Stephen P. Antony, President and CEO of Energy Fuels, is Energy Fuels’ Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to EFR’s assets contained in this release.

    Denison’s U.S. Mining Division
    All of Denison’s U.S. assets are held directly or indirectly through its wholly-owned subsidiary Denison Mines Holdings Corp. (“DMH”). DMH holds its uranium mining and milling assets through subsidiaries, as follows:

    All of the U.S. properties are operated by Denison Mines (USA) Corp., a wholly-owned subsidiary of DMH.

    Denison’s White Mesa Mill in Utah is the only conventional uranium mill currently operating in the U.S. It is fully licensed and permitted to process 2,000 tons per day, producing up to 8 million lbs of uranium per year. A vanadium co-product recovery circuit allows for the processing of vanadium ore within the Colorado Plateau mines and its central location allows for hauling of uranium ore from Arizona, Utah, Colorado, and New Mexico.

    The Arizona Strip has higher grade production from breccia pipes. The Arizona 1 mine is currently producing with a track-record of resource replacement. A second mine (Pinenut) is expected to open in 2012. Shaft sinking is expected to begin at the Canyon mine in the fourth quarter 2012, pending regulatory approval, and the EZ1 & EZ2 properties are progressing through permitting.

    The Henry Mountains Complex in Utah consists of the Bullfrog and Tony M deposits and represents Denison’s largest resource in the U.S. (12.8 million lbs Indicated Resources, 8.1 million lbs Inferred Resources). Currently the complex is on care and maintenance. It was fully permitted in September 2007 and has excellent infrastructure, access, and is production ready. Haulage to the mill is along County and State highways.


    The technical information in this news release regarding the Henry Mountains Complex was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from the technical reports prepared for DML titled “Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex, Utah, USA” dated March 19, 2009, and “Technical Report on the Henry Mountains Complex Uranium Project, Utah, U.S.A.” dated October 17, 2006, which are filed on Denison’s SEDAR profile and are available for viewing at www.sedar.com .

    Ron Hochstein, President and CEO for Denison, is Denison’s Qualified Person (as defined by National Instrument 43-101) for uranium projects and is responsible for the technical information related to Denison’s U.S. Mining Division contained in this release.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Denison, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Denison’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Denison’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the ability of the parties to agree to terms on the definitive agreements relating to the Transaction; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels’ and Denison’s most recent annual information forms and annual and quarterly financial reports.

    Energy Fuels and Denison assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Denison’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Denison relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    CAUTIONARY NOTE REGARDING TECHNICAL DISCLOSURE

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration. The terms “Inferred Resources”, “Indicated Resources”, “Measured Resources”, “Mineral Resources” and “Probable Reserves” used in this news release are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves (the “CIM Standards”). The CIM Standards differ significantly from standards in the United States. While the terms “Mineral Resources”, Measured Resources”, “Indicated Resources”, “Inferred Resources” and “Probable Reserves” are recognized and required by Canadian regulations, they are not defined terms under standards in the United States. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category. Under Canadian securities laws, estimates of Inferred Resources may not form the basis of feasibility or other economic studies. Readers are cautioned not to assume that all or any part of Measured or Indicated Resources or Probable Reserves will ever be converted into reserves. Readers are also cautioned not to assume that all or any part of an Inferred Resource exists, or is economically or legally mineable. Accordingly, information regarding resources and reserves contained or referenced in this news release containing descriptions of our mineral deposits may not be comparable to similar information made public by United States companies.


    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    For further information please contact

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Denison Mines Corp.
    Ron Hochstein, President & CEO
    Phone No.: (416) 979-1991 x232
    Email: rhochstein@denisonmines.com



    Exhibit 99.41

    ENERGY FUELS INC.

    FORM 51-102F4

    BUSINESS ACQUISITION REPORT

    Item 1 – Identity of Company

    1.1

    Name and Address of Company

       

    Energy Fuels Inc.

      2 Toronto Street, Suite 500

    Toronto, Ontario M5C 2B6

       

    Energy Fuels Inc. is referred to in this Report as “EFI” or the “Company”.

       
    1.2

    Executive Officer

       

    The following executive officer of the Company is knowledgeable about the significant acquisition and this Report:

       

    Jeffrey L. Vigil
    Chief Financial Officer
    Telephone: (303) 974-2140

    Item 2 – Details of Acquisition

    2.1

    Nature of Business Acquired

       

    EFI acquired all of the issued and outstanding shares of Titan Uranium Inc. (“Titan”) (the “Acquisition) pursuant to a Plan of Arrangement (the “Arrangement”) under the Canada Business Corporations Act . Pursuant to the Arrangement, Titan shareholders received 0.68 of an EFI common share for each common share of Titan held (the “Share Exchange Ratio”). Under the terms of the Arrangement, all outstanding warrants of Titan became exercisable for common shares in EFI, as adjusted pursuant to the Share Exchange Ratio.

       

    Further details regarding the Arrangement can be found in the business combination agreement between Titan and EFI dated December 5, 2011, the joint news release issued by Titan and EFI dated December 6, 2011, the material change report filed by EFI on December 7, 2011, the management information circular of Titan dated January 9, 2012, the management information circular of EFI dated January 10, 2012, the joint news releases issued by Titan and EFI dated February 2, 2012, February 10, 2012, February 14, 2012 and February 29, 2012, and the material change report filed by EFI on March 8, 2012, each of which has been filed on SEDAR and is available at www.sedar.com.

       
    2.2

    Date of Acquisition

       

    The Acquisition was completed on February 29, 2012.




    2.3

    Consideration

       

    An aggregate of 89,063,997 common shares of EFI (subject to rounding) were issued or made issuable in exchange for Titan shares. In addition, EFI reserved for issuance 14,926,881 EFI common shares issuable upon exercise of previously granted Titan warrants.

       
    2.4

    Effect on Financial Position

       

    The Company currently has no plans or proposals for material changes in the business affairs of EFI or Titan which may have a significant effect on the results of operations or financial position of EFI. The effect of the acquisition of Titan on EFI’s financial position is outlined in the unaudited pro forma financial statements attached as Schedule “C” hereto.

       
    2.5

    Prior Valuations

       

    No valuation opinions were obtained by EFI or, to the knowledge of EFI, by Titan, within the 12 months preceding the date of the Acquisition. Titan obtained a fairness opinion in respect of the Acquisition, a copy of which was attached as a schedule to the management information circular of Titan dated January 9, 2012 which was filed by Titan on www.sedar.com on January 12, 2012. EFI also obtained a fairness opinion in respect of the Acquisition, a copy of which was attached as a schedule to the management information circular of EFI dated January 10, 2012 which was filed by EFI on www.sedar.com on January 17, 2012.

       
    2.6

    Parties to Transaction

       

    The Acquisition was not with informed persons, associates or affiliates of EFI. At completion of the Acquisition, Titan nominated three persons to the EFI Board.

       
    2.7

    Date of Report

       

    May 10, 2012

    Item 3 – Financial Statements

    The following financial statements required by Part 8 of National Instrument 51-102 are attached hereto as follows.

      (a)

    Audited consolidated financial statements of Titan as at and for the years ended August 31 2011 and August 31, 2010, attached hereto as Schedule “A”;

      (b)

    Unaudited condensed interim consolidated financial statements of Titan as at and for the three months ended November 30, 2011, attached hereto as Schedule “B”; and

      (c)

    Unaudited pro forma condensed consolidated statements of financial position as at September 30, 2011, the unaudited pro forma condensed consolidated statements of comprehensive loss for the year ended September 30, 2011, and the unaudited pro forma condensed consolidated statements of comprehensive income (loss) for the three months ended December 31, 2011 of EFI, attached hereto as Schedule “C”.

    The auditors of Titan have not given their consent to the inclusion of their audit report in this Report.


    SCHEDULE “A”

    Audited consolidated financial statements of Titan as at and for the years ended August 31, 2011 and August 31, 2010


    Titan Uranium Inc.
    (a development stage company)

    Titan Uranium Inc.
    (a development stage company)

    Consolidated Financial Statements
    August 31, 2011 and 2010



    Titan Uranium Inc.
    (a development stage company)

    Management’s Responsibility for Consolidated Financial Statements

    The accompanying consolidated financial statements of Titan Uranium Inc. are the responsibility of management and have been approved by the Board of Directors.

    Management has prepared the consolidated financial statements in conformity with Canadian generally accepted accounting principles. The consolidated financial statements include some amounts that are based on best estimates and judgments.

    The management of the Company, in furtherance of the integrity and objectivity of data in the consolidated financial statements, has developed and maintains a system of internal accounting controls. Management believes the internal accounting controls provide reasonable assurance that financial records are reliable and form a proper basis for preparation of consolidated financial statements and that assets are properly accounted for and safeguarded.

    The Board of Directors carries out its responsibility for the consolidated financial statements through its audit committee, the majority of which are independent directors. The audit committee reviewed the Company’s annual consolidated financial statements and recommended their approval to the Board of Directors. The shareholders’ auditors have full access to the audit committee, with and without management being present.

    The shareholders’ auditors, Davidson & Company LLP, Chartered Accountants, in accordance with Canadian generally accepted auditing standards, have examined these consolidated financial statements and their independent professional opinion on the fairness of the consolidated financial statements is attached.

    “Rahoul Sharan” “Chris Healey”
       
    Chief Financial Officer  President, CEO and Director
       
    December 16, 2011  



    INDEPENDENT AUDITORS' REPORT

    To the Shareholders of
    Titan Uranium Inc.

    We have audited the accompanying consolidated financial statements of Titan Uranium Inc. which comprise the consolidated balance sheet as at August 31, 2011 and the consolidated statements of operations, shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

    Management’s Responsibility for the Consolidated Financial Statements

    Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

    Auditors’ Responsibility

    Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

    We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

    Opinion

    In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Titan Uranium Inc. as at August 31, 2011 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.


    Emphasis of Matter

    Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which describes conditions and matters that indicate the existence of a material uncertainty that may cast significant doubt about Titan Uranium Inc.’s ability to continue as a going concern.

    Other Matters

    The consolidated financial statements of Titan Uranium Inc. for the year ended August 31, 2010 were audited by another auditor who expressed an unmodified opinion on those statements on December 6, 2010.

                     “DAVIDSON & COMPANY LLP”
       
    Vancouver, Canada Chartered Accountants
       
    December 12, 2011  



    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED BALANCE SHEETS

        August 31,     August 31,  
        2011     2010  
      $      
                 
    ASSETS            
    Cash and cash equivalents   2,065,966     2,362,674  
    Restricted cash   80,000     -  
    Receivables   318,450     428,418  
    Marketable securities (Note 3)   353,327     170,973  
    Prepaid expenses   14,459     56,766  
                 
    Total current assets   2,832,202     3,018,831  
                 
    Property and equipment (Note 4)   38,727     81,867  
    Resource properties (Note 5)   22,388,333     33,208,680  
    Reclamation deposit (Note 13)   1,994,253     2,413,052  
                 
    Total assets   27,253,515     38,722,430  
                 
    LIABILITIES AND SHAREHOLDERS’ EQUITY            
    Accounts payable and accrued liabilities   1,691,328     1,121,967  
    Current portion of asset retirement obligation (Note 6)   200,664     168,573  
                 
    Total current liabilities   1,891,992     1,290,540  
                 
    Asset retirement obligation (Note 6)   780,780     899,867  
    Derivative liability (Note 14)   109,108     323,371  
    Future income tax liabilities (Note 10)   -     1,480,000  
                 
    Total liabilities   2,781,880     3,993,778  
                 
    SHAREHOLDERS’ EQUITY            
    Share capital (Note 8)   82,818,466     76,329,984  
    Contributed surplus   16,403,929     15,224,010  
    Deficit   (74,750,760 )   (56,825,342 )
                 
    Total shareholders’ equity   24,471,635     34,728,652  
                 
    Total liabilities and shareholders’ equity   27,253,515     38,722,430  
    Nature and continuance of operations (Note 1)            
    Commitments (Note13 )            
    Subsequent events (Note 16)            

    See accompanying notes

    On behalf of the Board:

    “Chris Healey” “Rahoul Sharan”
       
    Chris Healey Rahoul Sharan
    Director Director



    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED STATEMENTS OF OPERATIONS

    For the Years Ended August 31,

        2011     2010  
      $      
                 
    EXPENSES            
                 
    Accretion (Note 6)   68,560     81,358  
    Administration   991,219     993,591  
    Amortization   43,140     67,189  
    Consulting and professional fees   213,708     606,180  
    Corporate development   308,691     511,251  
    Foreign exchange loss   173,733     46,394  
    Stock-based compensation (Note 9)   985,736     587,664  
                 
    Loss before other items   (2,784,787 )   (2,893,627 )
                 
                 
                 
    Other items            
                 
    Gain on disposal of resource properties (Note 5)   658,152     -  
    Realized gain on disposal of marketable securities   146,472     -  
    Interest income   46,026     129,028  
    Realized gain on disposal of note receivable (Note 3)   -     81,385  
    Realized loss on derivative liability (Note 14)   (479,299 )   -  
    Unrealized derivative liability gain/(loss) (Note 14)   (1,318,152 )   635,137  
    Unrealized gain/(loss) on marketable securities   (1,068,713 )   (142,179 )
    Write-down of resource properties and related deposits (Note 5)   (15,136,117 )   (3,543,924 )
                 
    Loss before income taxes   (19,936,418 )   (5,734,180 )
                 
    Future income tax recovery (Note 10)   2,011,000     880,000  
                 
    Net loss and comprehensive loss   (17,925,418 )   (4,854,180 )
                 
    Loss per share - basic and diluted   (0.15 )   (0.05 )
                 
    Weighted average number of shares outstanding Basic and diluted   123,433,318     105,979,144  



    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

    For the Years Ended August 31,

        2011     2010  
      $      
                 
    SHARE CAPITAL            
    Balance, beginning of year   76,329,984     76,324,484  
                 
    Shares issued for resource property acquisition   11,000     5,500  
    Private placement   5,998,869     -  
    Exercise of options   972,800     -  
    Exercise of warrants   36,813     -  
    Flow-through renunciation   (531,000 )   -  
                 
    Balance, end of year   82,818,466     76,329,984  
                 
                 
    CONTRIBUTED SURPLUS            
    Balance, beginning of year   15,224,010     14,485,945  
                 
    Stock-based compensation   1,229,347     738,065  
    Finders warrants issued on private placement   301,749     -  
    Exercise of options   (386,392 )   -  
    Warrants issued on re-financing (Note 14(ii))   45,000     -  
    Exercise of warrants   (9,785 )   -  
                 
    Balance, end of year   16,403,929     15,224,010  
                 
                 
    DEFICIT            
    Balance, beginning of year   (56,825,342 )   (51,971,162 )
                 
    Net loss for the year   (17,925,418 )   (4,854,180 )
                 
    Balance, end of year   (74,750,760 )   (56,825,342 )



    Titan Uranium Inc.
    (a development stage company)

    CONSOLIDATED STATEMENTS OF CASH FLOWS

    For the Years Ended August 31,

        2011     2010  
      $      
                 
    OPERATING ACTIVITIES            
    Loss for the year   (17,925,418 )   (4,854,180 )
    Adjustment for items not involving cash and other:            
       Accretion   68,560     81,358  
       Accrued interest on note receivable and deposit   -     (12,563 )
       Amortization   43,140     67,189  
       Finance cost (Note 14(iii))   45,000     -  
       Unrealized foreign exchange   79,396     18,505  
       Future income tax recovery   (2,011,000 )   (880,000 )
       Gain on disposal of marketable securities   (146,472 )   -  
       Gain on disposal of resource properties   (658,152 )   -  
       Realized loss on derivative liability   479,299     -  
       Realized gain on disposal of note receivable   -     (81,385 )
       Settlement of asset retirement obligation   (17,880 )   (169,134 )
       Partial settlement of derivative liability   (1,011,714 )   -  
       Stock-based compensation   985,736     587,664  
       Unrealized (gain)/loss on derivative instrument   1,318,152     (635,137 )
       Unrealized loss on marketable securities   1,068,713     142,179  
       Write-down of resource properties   15,136,177     3,543,924  
                 
    Changes in non-cash working capital items:        
       Receivables   (76,400 )   (8,577 )
       Prepaid expenses   42,307     193,729  
         Accounts payable and accrued liabilities   (170,873 )   (148,370 )
                 
    Cash used in operating activities   (2,751,429 )   (2,154,798 )
                 
    FINANCING ACTIVITIES            
    Proceeds from issuance of common shares, net of share issue costs   6,914,054     -  
    Restricted cash   (80,000 )   -  
                 
    Cash provided by financing activities   6,834,054     -  
                 
    INVESTING ACTIVITIES            
    Proceeds from disposal of note receivable   -     50,940  
    Proceeds from disposal of marketable securities   277,462     -  
    Resource property expenditures   (4,882,581 )   (4,137,138 )
    Reclamation deposits   225,786     (1,084,702 )
    Purchase of property and equipment   -     (16,416 )
                 
    Cash used in investing activities   (4,379,333 )   (5,187,316 )
                 
    Decrease in cash and cash equivalents during the year   (296,708 )   (7,342,114 )
                 
    Cash and cash equivalents, beginning of the year   2,362,674     9,704,788  
                 
    Cash and cash equivalents, end of the year   2,065,966     2,362,674  

    See Note 11



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    1.

    NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

       

    Titan Uranium Inc. (“the Company” or “Titan”) is engaged in the exploration and development of uranium properties in Canada and the United States and has not yet determined the existence of economically recoverable reserves. The recoverability of amounts shown for mineral properties is dependent upon the existence of economically recoverable reserves in its mineral properties, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete its development, and the attainment and maintenance of future profitable production or disposition thereof.

       

    These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At August 31, 2011, the Company had not yet achieved profitable operations, had accumulated losses of $74,750,760 since inception and expects to incur further losses in the development of its business. The Company ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

       

    The Company is currently in the process of a proposed transaction with Energy Fuels Inc. (“Energy Fuels”) (Note 16).

       
    2.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles and reflect the following significant accounting policies:

       

    Use of estimates

       

    The preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ materially from those estimates.

       

    A significant element of measurement uncertainty involves the review of carrying amounts of resource properties to assess the possibility of impairment. Impairment assessments involve the use of management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned activity on the mineral properties. Changes in assumptions used to assess impairment could have a material impact on the financial statements.

       

    Other significant areas requiring the use of management estimates include the determination of stock based compensation, asset retirement obligations, derivative liability and future income tax liabilities.




    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Consolidation

    These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Uranium Power Corp. and Titan Uranium USA Inc. Inter-company accounts and transactions have been eliminated on consolidation.

    Foreign currency translation

    The functional currency of the Company and of each of its subsidiaries is the Canadian dollar. Accordingly, monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing at the year-end. Non-monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at historical rates. All revenue and expenses denominated in foreign currencies are translated into Canadian dollars at rates of exchange prevailing at the transaction date. Gains or losses resulting from translation are included in the consolidated statement of operations.

    Cash and cash equivalents

    Cash and cash equivalents consist of cash and highly liquid investments that, upon acquisition, have an initial term to maturity of three months or less and are readily convertible into cash.

    Financial Instruments

    The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount in accordance with the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3840, “Related Party Transactions”.

    Subsequent to their initial recognition, financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in operations, financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization; financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in operations. The Company has elected to account for transaction costs related to the issuance of financial instruments as a reduction of the carrying value of the related financial instruments.

    CICA Handbook Section 3862, Financial Instruments – Disclosures requires disclosure about the inputs used in making fair value measurements, including their classification within a hierarchy that prioritizes their significance. The three levels of the fair value hierarchy are:



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued) Financial Instruments (continued)


      Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
    Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
      Level 3: Inputs that are not based on observable market data.

    See Note 14 for relevant disclosures.

    Property and equipment

    Property and equipment are carried at cost less accumulated amortization. The Company provides for amortization on the following basis:

    Computer equipment 3 years straight line
    Exploration equipment 3 years straight line
    Leasehold improvements straight line over the term of the lease
    Office furniture 5 years straight line

    Resource properties

    The Company is in the exploration stage and accounts for its mineral interests, including various joint property interests, whereby the Company’s share of costs related to acquisition, exploration and development are capitalized. These costs will be amortized against revenue from future production or written off if the interest is abandoned or sold.

    The carrying value of resource properties is reviewed at least annually by management on a property-by-property basis to determine if it has become impaired. If impairment is deemed to exist, the resource property is written down to its net recoverable value. The ultimate recoverability of the amounts capitalized for the resource properties is dependent upon the delineation of economically recoverable mineral reserves, the Company’s ability to obtain the necessary financing to complete their development and realize profitable production or proceeds from the disposition thereof. Management’s estimates of recoverability of the Company’s investment in various projects have been based on current conditions. However, it is possible that changes could occur in the near term which could adversely affect management’s estimates and may result in a further write-down of capitalized property carrying values.

    Reclamation deposits

    Deposits are cash and cash equivalents on deposit at financial institutions and pledged as security for letters of credit issued in favor of various regulatory agencies to support future reclamation obligations on resource properties in Canada and the United States. The deposits will be released to the Company when the reclamation obligations are satisfied.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Asset retirement obligations

    The Company recognizes the fair value of liabilities for asset retirement obligations in the period in which they occur and/or in which a reasonable estimate of such costs can be made. Asset retirement obligations are recorded as liabilities with a corresponding increase to the carrying amount of the related long-lived assets. Subsequently, the asset retirement costs are allocated to expenses using a systematic and rational method and are also adjusted to reflect period-to-period changes in the liabilities resulting from passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flows.

    The Company estimates its asset retirement obligations based on its understanding of current environmental regulations and related laws in the jurisdictions where it operates. Regulations and laws are continually changing and are generally expected to become more restrictive. New regulations or interpretations of the law could materially change the Company’s asset retirement obligations.

    Income taxes

    The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, measured using substantively enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on future income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not to occur.

    Stock-based compensation

    The Company has a share option plan which is described in Note 9.

    Options granted under the share option plan are accounted for using the fair-value method.

    The fair value of stock options is measured at the grant date of the options using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s common shares and expected life of the options and is recognized over the vesting period of the options on a graded vesting method. Awards based on share performance are recognized upon achievement of the targeted share price. Stock based compensation is recognized as expense with a corresponding increase in contributed surplus. On exercise of the stock option, consideration received and the estimated fair value previously recorded in contributed surplus is recorded as share capital.

    The Company also accounts for grants of warrants in accordance with the fair value method.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

    Flow-through shares

    The Company finances a portion of its exploration activities through the issuance of flow-through shares. Certain tax deductible exploration and development expenditures funded by flow-through share arrangements are renounced to investors in accordance with tax legislation. To recognize the forgone tax benefits to the Company, the future income tax liability and the carrying value of the shares issued are adjusted by the effect of the tax benefits renounced to subscribers. The future income tax liability is recorded when the expenditures are renounced by the Company.

    If the Company has sufficient unused tax loss carry forwards or other future income tax assets to offset all or part of this future income tax liability and no future income tax assets have previously been recognized for these items, a portion of the unrecognized future income tax asset is recognized and recorded as income up to the amount of the future income tax liability that would otherwise be recognized.

    Earnings (loss) per share

    Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method. The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate.

    As the Company incurred net losses in the years ended August 31, 2011 and 2010, the stock options and share purchase warrants, as disclosed in Note 9, were not included in the computation of loss per share as their inclusion would be anti-dilutive.

    Future changes in significant accounting policies

    The following accounting standards have been issued by the Canadian Institute of Chartered Accountants but are not yet effective.

    Section 1582, “Business combinations” replaces Section 1581 effective for years beginning on or after January 1, 2011. The principal changes are: assets, liability and equity are recognized at full fair value rather than the acquirer’s interest in the fair value; a bargain purchase resulting in negative goodwill is recognized as a gain in net income in the acquisition period.

    Section 1601, “Consolidated financial statements” replaces Section 1600 effective for years beginning on or after January 1, 2011. The principal changes are those reflecting the changes in new Section 1582 and the recognition of non controlling interest at fair value.

    Section 1602, “Non controlling interests” effective for years beginning on or after January 1, 2011 in conjunction with Section 1582, “Business combinations”, and Section 1601, “Consolidated financial statements”, recognizes a non controlling interest at fair value in the equity section of the balance sheet.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    2.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Future changes in significant accounting policies (continued)

       

    Management has evaluated the adoption of these policies and does not anticipate any impact on the financial statements.

       

    Canada’s Accounting Standards Board (AcSB) has ratified a strategic plan calling for the convergence of Canadian GAAP with International Financial Reporting Standards (IFRS), by publically accountable enterprises in Canada. The AcSB has confirmed that IFRS will replace current Canadian GAAP standards for fiscal years starting on or after January 1, 2011. As a result, the Company will be required to prepare its consolidated financial statements in accordance with IFRS for interim and annual periods beginning September 1, 2011. The Company’s financial statements for interim and annual periods ended August 31, 2011 will require restatement.

       
    3.

    MARKETABLE SECURITIES

       

    Marketable securities are classified as held-for-trading, are stated at their fair values and consist of the following:


          August 31,     August 31,  
          2011     2010  
          $   $    
      Cue Resources Ltd.            
                                 2,381,626 common shares   -     130,990  
                                 2,381,626 warrants expiring March 30, 2012   23,816     39,983  
      Energy Fuels Inc.            
                                 1,046,067 common shares   329,511     -  
                   
          353,327     170,973  

    On March 30, 2010, the Company accepted a combination of cash and securities as repayment of a note receivable which had a balance of USD$277,491 ($282,708). Repayment of the note consisted of USD$50,000 ($50,940) cash, 2,381,626 common shares of Cue Resources Ltd. (Cue), a company related by way of a common director, and 2,381,626 common share purchase warrants of Cue exercisable at $0.15 for a period of two years. The Company valued the Cue common shares at $202,430 based on the market as quoted on the TSX Venture Exchange (“TSX-V”) and valued the common share purchase warrants at $110,715 using the Black-Scholes option pricing model. The total proceeds received for repayment of the note resulted in a gain on disposal of $81,385.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    4.

    PROPERTY AND EQUIPMENT


                Accumulated     Net Book  
          Cost     Amortization     Value  
        $     $     $    
                         
      2011                  
      Computer equipment   116,951     100,709     16,242  
      Exploration equipment   215,039     208,733     6,306  
      Leasehold improvements   2,537     1,047     1,490  
      Office furniture   57,497     42,808     14,689  
                         
          392,024     353,297     38,727  
                         
                         
      2010                  
      Computer equipment   116,951     81,182     35,769  
      Exploration equipment   215,039     195,455     19,584  
      Leasehold improvements   2,537     783     1,754  
      Office furniture   57,497     32,737     24,760  
                         
          392,024     310,157     81,867  

    5.

    RESOURCE PROPERTIES


                      Disposal /        
                Deferred     Write-down        
          Acquisition     Exploration /     of resource        
          Costs     Development     properties     Total  
        $     $     $     $    
                               
      2011                        
      Nunavut [a]   78,266     1,672,054     (1,532,468 )   217,852  
      Saskatchewan [b]   5,729,668     9,812,129     (13,596,514 )   1,945,283  
      Wyoming [c]   11,958,569     7,475,991     -     19,434,560  
      Utah [c]   1,227,989     265,953     (703,304 )   790,638  
                               
          18,994,492     19,226,127     (15,832,286 )   22,388,333  
                               
      2010                        
      Nunavut [a]   144,776     2,941,445     (1,417,810 )   1,668,411  
      Saskatchewan [b]   6,694,074     10,549,458     (2,032,877 )   15,210,655  
      Wyoming [c]   12,045,823     3,040,173     (93,237 )   14,992,759  
      Utah [c]   1,069,271     267,584     -     1,336,855  
      Arizona [c]   253,735     7,440     (261,175 )   -  
      Colorado [c]   257,241     3,934     (261,175 )   -  
                               
          20,464,920     16,810,034     (4,066,274 )   33,208,680  



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    5.

    RESOURCE PROPERTIES (continued)


      [a]

    Thelon, Nunavut Properties

    On May 31, 2005, the Company purchased an option to acquire a 100% interest in eight mining leases located in Nunavut Territory and known as the Thelon Uranium Project (“the Project”).

    The Company has committed to pay the optionor a 2% Net Smelter Royalty (NSR). This NSR may be reduced to 1% on the payment of $1,000,000 and be reduced to 0.5% on the payment of an additional $1,000,000. The Company will pay advance royalties of $20,000 per year while it owns this Project.

    On June 13, 2007 the Company entered into an agreement with Mega Uranium Ltd. (Mega), a company related by common directors and officers, for Mega to acquire a 51% interest in all of Titan’s owned and to be owned claims in the Thelon Basin. In order to earn the interest, Mega had committed to expend an aggregate of $5,000,000 on the properties on or before December 31, 2008 on exploration work programs.

    As at August 31, 2008, Mega fulfilled the terms and conditions necessary to earn an undivided 51% interest in the Properties.

    During fiscal 2010, the Company abandoned certain claims in Nunavut and wrote-down $1,417,810 of capitalized costs relating to the abandoned claims.

    Subsequent to August 31, 2011, the Company began negotiations to sell its Canadian properties, including the Thelon properties and, accordingly, the Company wrote down the property to its estimated net realizable value of $217,852.

      [b]

    Athabasca, Saskatchewan Properties

    In July 2005, the Company entered into an agreement to acquire a 100% interest in certain mineral property claims located in the Athabasca Basin, Saskatchewan.

    The Company has committed to pay the vendor a 2% NSR , with the option in favour of the Company to buy back 1% of the NSR by paying to the vendor $1,000,000 at any time prior to commercial production from the claims.

    As part of the agreement, the Company has granted the vendor a 10% carried interest in the claims with such carried interest remaining in effect until the commencement of commercial production by the Company on one or more claims with all costs payable attributable to the Vendor to be paid by the Company and repaid by the vendor from its working interest and/or initial NSR.

    In December 2006, the Company acquired a 100% interest in mineral property claims located in the Athabasca Basin, Saskatchewan.

    The Company has committed to pay the vendor a 1% NSR on all contributed properties.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    5.

    RESOURCE PROPERTIES (continued)


      [b]

    Athabasca, Saskatchewan Properties (continued)

    As part of the agreement, the Company has granted the vendor a 10% working interest in each claim, carried by Titan to completion of a bankable feasibility study, after which the vendor may elect to participate as to its 10% interest or convert its interest into an additional 1% NSR

    In May 2008 the Company signed an agreement with Japan Oil, Gas and Metals National Corporation (“JOGMEC”) whereby JOGMEC can acquire an undivided 50% working interest in the Company’s Virgin Trend and Knight properties in the Athabasca basin upon the full spending of $9,000,000 on exploration prior to March 31, 2011. In July 2010, the Company and JOGMEC agreed to defer future exploration work until market conditions improve.

    In November 2008 the Company signed an agreement with JOGMEC whereby JOGMEC can earn an undivided 50% working interest in the Company’s Border Block project which consists of the Maybelle, Gartner and King properties. JOGMEC can earn a 50% working interest upon the full spending of $6,000,000 prior to March 31, 2012.

    During fiscal 2010, the Company abandoned certain claims in Saskatchewan and wrote-down $2,032,877 of capitalized costs relating to the abandoned claims.

    In August 2011, the Company entered into an agreement to acquire 50% undivided interest in mineral claims located in the Athabasca Basin area of Saskatchewan. The interest could be earned by spending an aggregate of $500,000 in exploration expenditures in installments over a three year period ending October 30, 2014, with the first exploration expenditure of $175,000 due on or before October 30, 2012.

    The Company has committed to pay the vendor a 2% NSR upon commencement of commercial production on the property.

    Subsequent to August 31, 2011, the Company began negotiations to sell its Canadian properties, including the Athabasca properties and, accordingly, the Company wrote down the property to its estimated net realizable value of $1,945,283.

      [c]

    United States properties

    The United States properties consisted of the following projects and ownership interests:

    Utah – Green River North, 100% interest [iv]
    Utah – Green River South, 70% interest [ii]
    Wyoming – East Shirley, 100% interest [iii]
    Wyoming - Sheep Mountain, 100% interest, subject to royalties ranging from 1% - 10% on the
    gross proceeds from the sale of mineral ore produced. [i]

    [i] In October 2009, the Company acquired the remaining 50% interest in the Sheep Mountain and Green River North properties, and disposed of the Breccia Pipes, Arizona and Burro Canyon, Colorado projects.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    5.

    RESOURCE PROPERTIES (continued)


      [c]

    United States properties (continued)

    The transaction was completed with the Company’s Joint Venture partner Uranium One Inc. (“Uranium One”). As a result of the transaction, the Company owns 100% of the Sheep Mountain and Green River North properties. In exchange for Uranium One’s interest in the Sheep Mountain and Green River North properties, the Company paid USD$850,000 and agreed to pay an additional USD$2,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds USD$65 per pound within three years and an additional USD$4,000,000 if the month-end spot uranium price exceeds USD$85 per pound within three years. The Company also assumed the remaining 50% of the asset retirement obligation related to Sheep Mountain that was not previously recognized.

    The USD$2,000,000 and USD$4,000,000 payments that are based on the spot uranium price were considered to be an embedded derivative and were valued at USD$911,910 using an option pricing model to form part of the acquisition price of the Sheep Mountain and Green River North properties acquired from Uranium One. The derivative constitutes a liability that is revalued at each reporting date with the change in value recognized as an unrealized gain or loss on the Consolidated Statement of Operations.

    The Company received USD$500,000 from Uranium One for the 50% interest in the Breccia Pipes and Burro Canyon properties.

    [ii] The Company has an option to earn up to a 70% working interest in the property by completing the following:

      Cash payments of:
      USD$146,250 by December 31, 2009 (paid);
      USD$146,250 by December 31, 2010 (paid);
         
      Cumulative exploration spending of:  
      USD$1,023,750 by December 31, 2009 (completed);
      USD$1,365,000 by December 31, 2010 (completed);
         
      Issuing common shares of the Company in the amount of;  
      25,000 shares by December 31, 2009 (issued at a value of $5,500);
      25,000 shares by December 31, 2010 (issued at a value of $11,000).

    During the current fiscal year, the Company completed all of its obligations under the agreement and earned their 70% interest.

    [iii] During fiscal 2010, the Company abandoned the East Shirley claims in Wyoming and wrote-down $93,237 of capitalized costs relating to the abandoned claims.

    [iv] In January 2011, the Company entered into an agreement with Energy Fuels to sell 100% of its Green River South property in return for US$1,200,000 worth of common shares of Energy Fuels. The Company received 1,046,067 common shares in February 2011, which had a value of $1,361,456 when they were received, and accordingly, the Company recorded a gain of $658,152 as a result of the sale.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    6.

    ASSET RETIREMENT OBLIGATION

    The Company’s asset retirement obligation relates to the cost of removal and restoring the Sheep Mountain property.

    At August 31, 2011, the Company estimated the total undiscounted asset retirement obligation to be $1,609,915 (2010 - $1,866,811). Future cash flows required to satisfy the obligation are estimated to occur between 2012 and 2030. An estimated inflation rate of 3.5% and an estimated credit adjusted rate of 15% were applied to the future cash flow estimates.

          Amount  
        $    
      Balance, August 31, 2009   593,527  
      Liability assumed on acquisition of Sheep Mountain property (Note 5c)   570,672  
      Accretion expense   81,358  
      Settlement of liability   (169,134 )
      Effect of change in exchange rate   (7,983 )
      Balance, August 31, 2010   1,068,440  
      Accretion   68,560  
      Settlement of liability   (17,880 )
      Adjustment on estimate   (53,795 )
      Effect of change in exchange rate   (83,881 )
      Balance, August 31, 2011   981,444  
      Less: current portion   200,664  
      Balance   780,780  

    The Company estimates its asset retirement obligations based on its understanding of current environmental regulations and related laws in the jurisdictions where it operates. Regulations and laws are continually changing and are generally expected to become more restrictive. New regulations or interpretations of the law could materially change the Company’s asset retirement obligations.

    7.

    RELATED PARTY TRANSACTIONS

    The Company has entered into the following transactions with parties not at arm’s length to the Company. These transactions have been recorded at the exchange amounts which is the amount agreed to by the transacting parties.

    The Company paid or accrued consulting fees totaling $405,557 (2010 - $570,213) to directors and officers of the Company or companies controlled by directors and officers of the Company for the period ended August 31, 2011. Consulting fees have been expensed to operations or capitalized to resource properties based on the nature of the expenditure.

    The Company paid or accrued rent of $35,000 to a company with a common director.

    Receivables with a balance of $84,166 (2010 - $57,601) is owing from a joint venture partner with directors and officers in common and accounts payable and accrued liabilities include $21,194 due to directors, officers and a company with a director in common.

    A note receivable was repaid during fiscal 2010 from a company with a director in common (Note 3).



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    8. SHARE CAPITAL

      [a]

    Authorized: Unlimited number of common shares without par value

      [b]

    Issued and fully paid – common shares:


          Shares     Amount  
          #   $    
                   
      Balance, August 31, 2009   105,962,021     76,324,484  
                   
      Shares issued for resource property acquisition (Note 5)   25,000     5,500  
                   
      Balance, August 31, 2010   105,987,021     76,329,984  
                   
      Private placement [i]   20,949,352     5,998,869  
      Flow-through renunciation   -     (531,000 )
      Share issued for resource property acquisition (Note 5)   25,000     11,000  
      Exercise of options   2,736,500     972,800  
      Exercise of warrants   90,094     36,813  
                   
      Balance, August 31, 2011   129,787,967     82,818,466  

    [i] Private placement

    On November 30, 2010 the Company completed a non-brokered private placement of 16,576,630 units (“Units”) at a price of $0.30 per Unit and 4,372,722 flow-through units (“FT Units”) at a price of $0.45 per FT Unit for aggregate gross proceeds of $6,940,714. Each Unit consisted of one common share of the Company and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.45 per common share for a period of two years from November 30, 2010. Each FT Unit consisted of one flow-through share of the Company and one-half of one common share purchase warrant (“FT Warrant”) Each FT Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.50 per common share for a period of two years from November 30, 2010.

    In connection with the private placement, the Company paid finder’s fees which consisted of cash of $536,757, 1,389,200 finders warrants (“Finder’s Warrants”) and other cash costs of $103,339. Each Finder’s Warrant entitles the holder to acquire a finder’s unit (“Finder’s Unit”) at a price of $0.30 per Finder’s Unit for a period of two years from November 30, 2010. Each Finder’s Unit consists of one common share and one non-transferrable common share purchase warrant (“Finder’s Unit Warrant”). Each Finder’s Unit Warrant is entitles the holder to acquire a common share of the Company at a price of $0.45 per common share for a period of two years from November 30, 2010. The fair value of the Finder’s Warrants of $301,749 was recorded as share issue costs. The fair value of the Finder’s Warrants was determined using the Black Scholes option pricing model with the following assumptions: Risk free rate of 1.62%; Expected dividend yield of 0%; Expected volatility of 112%; and expected life of 2 years.



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    8.

    SHARE CAPITAL (continued)

    [i] Private placement (continued)

    During the year ended August 31, 2011, the Company renounced $1,967,725 of resource expenditures to investors. As at August 31, 2011, the Company has incurred approximately $325,000 of expenditures eligible for flow-through with respect to these flow-through share proceeds. Expenditures related to the use of flow-through share proceeds are included in exploration costs but are not available as a tax deduction to the Company as the tax benefits of these expenditures have been renounced to the investors; accordingly, the Company has recorded a charge of $531,000 to share capital and a corresponding future income tax liability.

    9.

    STOCK OPTIONS AND WARRANTS

       

    Stock Options

       

    The Company has established a share option plan whereby options may be granted to directors, officers, employees and consultants up to an aggregate of 10% of the issued and outstanding shares of the Company. Options granted have an exercise price of not less than the market price on the date of grant less the applicable discount, if any, permitted by the policies of the TSX-V and approved by the Board. The options can be granted for a maximum of 5 years and vest as determined by the board of directors. Stock options granted to investor relations vest in accordance with the terms of the TSX-V at 25% three months after the grant and 25% every three months thereafter.

       

    The fair value of stock options granted for the years ended August 31, 2011 and 2010 was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:


          2011     2010  
                   
      Risk-free interest rate   1.47% - 2.65%     1.35%  
      Expected life of options   2 to 4.76 yrs     1.63 yrs  
      Annualized volatility   79% - 212%     124%  
      Dividend rate   Nil     Nil  
      Forfeiture   16%     16%  
      Fair value per option $ 0.44   $ 0.12  

    The fair value of options expensed from options granted was $985,736 (2010 – $587,664). The fair value of options capitalized to resource properties was $243,611 (2010 – $150,401).



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    9.

    STOCK OPTIONS AND WARRANTS (continued)

    Stock option transactions and the number of stock options outstanding are summarized as follows for the years ended August 31, 2011 and 2010.

          Weighted  
          Number of     Average  
          Options     Price  
          #   $    
                   
      Balance, August 31, 2009   2,054,000     0.69  
      Cancelled/Forfeited   (1,887,333 )   0.68  
      Granted   5,732,500     0.22  
                   
      Balance, August 31, 2010   5,899,167     0.23  
                   
      Expired   (166,667 )   0.78  
      Cancelled   (160,000 )   0.27  
      Granted   3,150,000     0.59  
      Approved by shareholders   495,000     0.16  
      Exercised   (2,736,500 )   0.21  
      Balance, August 31, 2011   6,481,000     0.40  

    Options outstanding and exercisable at August 31, 2011 had exercise prices and years remaining to expiry as follows:

                    Weighted        
              Exercise     Average        
    Number of   Number of     Price of     Exercise Price        
    Options   Shares     Options     of Options     Expiry  
    Outstanding   Exercisable     Outstanding     Exercisable     Date  
                             
    1,917,500   1,917,500     0.265           September 8, 2012  
    1,413,500   1,376,000     0.155           July 29, 2013  
    3,150,000   3,075,000     0.59           January 25, 2016  
                             
    6,481,000   6,368,500   $ 0.40   $ 0.40        



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    9.

    STOCK OPTIONS AND WARRANTS (continued)

    Warrants

    The Company had the following warrants outstanding which were granted in conjunction with a private placement.

              Weighted  
          Number of     Average  
          Warrants     Price  
          #   $    
      Balance, August 31, 2009 and 2010   -     -  
      Issued   20,152,191     0.45  
      Exercised   (90,094 )   0.30  
      Issued   90,094     0.45  
      Issued   500,000     0.21  
                   
      Balance, August 31, 2011   20,652,191     0.44  

    Number of     Exercise Price        
    Warrants     of Warrants        
    Outstanding     Outstanding     Expiry Date  
                   
    2,186,361     0.50     November 30, 2012  
    16,576,630     0.45     November 30, 2012  
    1,299,106     0.30     November 30, 2012**  
    500,000     0.21     August 3, 2013  
    90,094     0.45     November 30, 2012  
                   
    20,652,191   $ 0.44        

      **

    Finders’ Warrants are exercisable into a Finders’ Unit, which consists of one share and one share purchase warrant which entitles the holder the right to acquire a common share of the Company at a price of $0.45 per common share until November 30, 2012.


    10.

    INCOME TAX

    The significant components of future income tax assets and liability are as follows:

          August 31,     August 31,  
          2011     2010  
        $      
      Assets            
      Loss carry forwards   3,973,000     3,943,000  
      Resource properties   2,084,000     3,309,000  
      Share issue costs   128,000     116,000  
      Asset retirement obligation   -     363,000  
      Property and equipment   119,000     115,000  
      Future income tax assets before valuation allowance   6,304,000     7,846,000  
      Valuation allowance   (6,304,000 )   (7,846,000 )
      Future income tax assets, net of valuation allowance   -     -  
                   
      Liabilities            
      Resource properties   -     1,480,000  
                   
      Net future income tax liabilities   -     1,480,000  



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    10.

    INCOME TAX (continued)

    Certain future tax assets have been reduced to zero through the utilization of a valuation allowance because of a high degree of uncertainty surrounding their realization due to the nature of the business.

    The effective income tax rate differs from the statutory rate as follows:

          August 31,     August 31,  
          2010     2010  
        $      
                   
      Loss before income taxes   19,936,418     5,734,180  
      Income tax rate   28.00%     30.00%  
                   
      Expected tax recovery   5,580,000     1,720,000  
      Non-deductible items including stock-based compensation   (1,283,000 )   (261,000 )
      Tax benefits not recognized   (2,753,000 )   (464,000 )
      Effect of rate change   467,000     (115,000 )
                   
      Future income tax recovery   2,011,000     880,000  

    At August 31, 2010, the Company had operating losses for income tax purposes of approximately $15,640,100 which can be carried forward to reduce taxes in future years. These losses expire between August 31, 2012 and August 31, 2031.

    11.

    SUPPLEMENTARY CASH FLOW INFORMATION

         

    The significant non-cash transactions for the year ended August 31, 2011 were:

         
    i)

    Receipt of 1,046,067 shares of Energy Fuels on disposal of Green River South (Note 5);

    ii)

    Issuance of 500,000 warrants at a value of $45,000 to Uranium One pursuant to the July 31, 2011 amendment and accrual of $984,162 (US$1,000,000) (Note 14);

    iii)

    Shares issued for a mineral property for $11,000;

    iv)

    Revision of asset retirement obligation and related asset of $53,795;

    v)

    Resource property recoveries included in receivables of $115,575;

    vi)

    Resource property expenditures included in accounts payable and accrued liabilities of $580,301.

    vii)

    Issuance of 1,389,200 Finders’ Warrants at a value of $301,749.

    As at August 31, 2011, cash and cash equivalents consisted entirely of cash.

      Other cash-flow information   2011  
             
      Cash paid for interest   -  
      Cash paid for taxes   -  



    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    12.

    SEGMENTED INFORMATION

       

    The Company operates one reportable segment, being the exploration and development of uranium resource properties. The Company operates in two geographic segments; Canada and the United States. Capital assets by geographic area are as follows:


      August 31, 2011   Canada     United States     Total  
        $     $     $    
      Property and equipment   38,387     350     38,727  
      Resource properties   2,163,135     20,225,198     22,388,333  

      August 31, 2010   Canada     United States     Total  
        $     $     $    
      Property and equipment   81,517     350     81,867  
      Resource properties   16,879,066     16,329,614     33,208,680  

    13.

    COMMITMENTS

         
    a.

    As of August 31, 2011, the Company is committed to operating leases for office space and office equipment as follows:


      Year      
        $    
             
      2012   76,000  
      2013   31,000  
      2014   27,000  
             
          134,000  

      b.

    The Company has cash deposits totaling $1,994,253 (2010: $2,413,052) that serve as collateral for letters of credit that have been pledged in favour of certain regulatory authorities. The deposits bear interest at market rates. The deposits will be returned to the Company when site reclamation at the Company’s mineral properties has been completed to the satisfaction of the regulatory authorities.




    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    14.

    FINANCIAL INSTRUMENTS

         
    i)

    Fair Value

         

    The following table represents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis.


      As at August 31, 2011                        
      Description   Total     Level 1     Level 2     Level 3  
                               
      Cash and cash equivalents $ 2,065,966   $ 2,065,966          
      Restricted cash   80,000     80,000          
      Held-for-trading securities   353,327     353,327          
      Derivative liability   (109,108 )           (109,108 )
      Net $ 2,390,185   $ 2,499,293   $  –   $  (109,108 )

     

    Financial assets - The Company has designated its cash and cash equivalents, restricted cash and marketable securities as held-for-trading, which are measured at fair value. Receivables are classified as loans and receivables, which are measured at amortized cost. Due to the short-term maturity of receivables, the carrying amount approximates fair value. The Company has not entered into any hedging relationships and does not hold any other available-for-sale securities that would result in the recognition of other comprehensive income or loss.

         
     

    Financial liabilities - Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost. Due to the short term nature of accounts payable and accrued liabilities, carrying amounts approximate fair value.

         
      ii)

    Derivatives – Derivatives may be embedded in other financial instruments or within non- financial contracts. Under CICA HB 3855, certain embedded derivatives may require separate recognition at fair value. Pursuant to the acquisition of properties on October 1, 2009 described in note 5(c), the Company must make a payment of USD$2,000,000 if, within three years, the month end spot uranium price exceeds USD$65 per pound, and a payment of USD$4,000,000 if the month end spot uranium price exceeds USD$85 per pound. The Company has determined that the payment terms constitute an embedded derivative and have valued the derivative liability using a valuation model. The uranium spot price and the expected volatility of the uranium spot price have a significant impact on the value derived from the valuation model.

         
     

    At August 31, 2011, the derivative liability had an estimated value of $109,108 (2010 - $323,371).

         
     

    On January 31, 2011 the month end spot price was USD$73 per pound resulting in the requirement to make a cash payment of USD$2,000,000 by July 31, 2011. USD$2,000,000 was recognized as an accrued liability resulting in a realized loss on the derivative liability of $479,299. On July 31, 2011, the Company amended the payment terms as follows: cash payment of USD$1,000,000 (paid) by August 3, 2011 and the remaining balance of USD$1,000,000 on July 31, 2012 plus accrued interest thereon from July 31, 2011 until paid at a rate of 5% per annum, which is included in accounts payable at August 31, 2011.




    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    14.

    FINANCIAL INSTRUMENTS (continued)

         
    ii)

    Derivatives (continued)

         

    In addition, the Company issued 500,000 share purchase warrants exercisable at $0.21 per share expiring on July 31, 2013 (Note 9). The fair value of the share purchase warrants of $45,000 was recorded as finance cost and is included in the statement of operations. The fair value of the warrants was determined using the Black Scholes option pricing model with the following assumptions: Risk free rate of 1.08%; Expected dividend yield of 0%; Expected volatility of 77%; and expected life of 2 years. At August 31, 2011 the derivative liability related to the USD$4,000,000 payment required if the month end spot uranium price exceeds USD$85 had an estimated value of $109,108 using variables in effect at August 31, 2011.

         

    As at August 31, 2011, a $5 increase in the uranium spot price while holding all other variables constant would result in an estimated increase of $156,976 in the value of the derivative liability. Increasing the volatility by 5% while holding all other variables constant would result in an estimated increase of $316,474 in the value of the derivative liability. The derivative is revalued at each reporting date with the change in value recognized as an unrealized gain or loss on derivative liability on the consolidated statement of operations.

         
    iii)

    Management of financial risk - The Company’s financial instruments are exposed to certain financial risks, including credit risk and liquidity risk.

         

    Credit risk is the risk of an unexpected loss by the Company if a customer or third-party to a financial instrument fails to meet its contractual obligations. The Company’s cash, cash equivalents, restricted cash and reclamation deposits are primarily held in high credit quality financial institutions.

         

    A portion of the Company’s receivables relate to a receivable from participants of the Company’s exploration option agreements. Management mitigates the credit risk associated with this concentration of receivables by ensuring that amounts receivable are current and by involving partners in the budgeting process.

         

    The carrying amount of the Company’s receivables, $318,450 represents the Company’s maximum credit risk exposure.

         

    Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach is to ensure that it will have sufficient liquidity to meet its obligations when due. Accounts payable and accrued liabilities are due within the current operating period. The Company uses a budgeting process to project cash flow and to ensure that sufficient resources are available to meet those cash flow requirements. As at August 31, 2011, the Company had working capital of $940,210. The Company does not currently operate any producing properties and as such, is dependent upon issuance of new equity to advance its exploration properties. If equity financing is required, failure to obtain financing on a timely basis may cause the Company to postpone exploration plans, reduce or terminate its operations.




    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    14.

    FINANCIAL INSTRUMENTS (continued)

    Foreign currency risk – The Company’s financial instruments are exposed to currency risk as it presently holds assets and liabilities denominated in both Canadian and US currency. The Company does not use derivative instruments to hedge this exposure. Cash flow forecasts are used to estimate the amount of Canadian and US currency that will be needed so that adequate currency is on hand as liabilities become due.

    A +/- 1% change in the Canadian dollar versus the U.S. dollar at August 31, 2011 would have an approximate +/- $6,500 impact on the loss for the year ended August 31, 2011.

    The Company has cash balances and no variable interest-bearing debt. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

    The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company.

    15.

    CAPITAL DISCLOSURE

       

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that shareholders may benefit from its operations.

       

    The Company manages its capital structure, which consists of the shareholders’ equity, in response to exploration results and economic conditions. In order to adjust the capital structure, new shares may be issued, assets may be acquired or disposed of, and capital spending may be adjusted.

       

    In order to maximize the Company’s exploration activities, the Company does not pay dividends. The Company invests its cash in highly liquid short-term interest-bearing investments, with a high credit rating.

       

    The Company is not subject to any externally imposed capital requirements.

       
    16.

    SUBSEQUENT EVENTS

       

    In October 2011, the Company entered into a loan agreement with an entity related by common directors. The Company arranged for financing of up to $1,000,000 and has been advanced a total of $500,000 under this agreement. The loan is supported by a promissory note, due on January 31, 2013, and bears annual interest of 5%, payable on the due date of the loan.

       

    In December 2011, the Company entered into a definitive business combination agreement with Energy Fuels, whereby Energy Fuels will acquire all of the issued and outstanding shares of the Company by way of plan of arrangement.




    Titan Uranium Inc.
    (a development stage company)
    Notes to the Consolidated Financial Statements (years ended August 31, 2011 and 2010)

    16.

    SUBSEQUENT EVENTS (continued)

       

    Under the plan of arrangement, the Company’s shareholders will receive 0.68 of Energy Fuel’s common shares for each share of the Company held. All outstanding warrants will be replaced or assumed by Energy Fuels and adjusted as appropriate to reflect the consideration to be received by the Company’s shareholders pursuant to the plan of arrangement. All of the Company’s stock options will expire immediately preceding the effective date. The Company has engaged BayFront Capital Partners to act as their financial advisors in this transaction for a fee of $75,000. The transaction is subject to shareholder and regulatory approval.

       

    In connection with this agreement, Energy Fuels has agreed to provide bridge loan financing up to $1,500,000 to a subsidiary of the Company. The Company and its subsidiary have signed a loan agreement for $1,000,000 of which $500,000 has been advanced. The advance is evidenced by a promissory note, due the earlier of the closing date of the business combination agreement or February 28, 2012, and bears interest at a rate of 5%, payable on the due date. The loan is secured by a mortgage over the Company’s Sheep Mountain property and a guarantee provided by the Company.



    SCHEDULE “B”

    Unaudited condensed interim consolidated financial statements of Titan as at and for the three months ended November 30, 2011


    Titan Uranium Inc.
    (a development stage company)

    Condensed Interim Consolidated Financial Statements

     For the three months ended November 30, 2011

    (Stated in Canadian dollars)

     ( Unaudited – Prepared by Management )


    NOTICE TO READER

    MANAGEMENTS COMMENTS ON UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

    The accompanying unaudited condensed interim consolidated financial statements of Titan Uranium Inc. for the three months ended November 30, 2011 and 2010 have been prepared by and are the responsibility of the Company’s management. These statements have not been reviewed by the Company’s external auditors.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    ( Unaudited – Prepared by Management )

    CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

              (Note 18)   (Note 18)
        November 30,     August 31,     September 1,  
        2011     2011     2010  
      $        
                       
    ASSETS                  
    Cash and cash equivalents   35,894     2,065,966     2,362,674  
    Restricted cash   80,000     80,000     -  
    Receivables   354,885     318,450     428,418  
    Marketable securities (Note 5)   345,202     353,327     170,973  
    Prepaid expenses   59,789     14,459     56,766  
                       
    Total current assets   875,770     2,832,202     3,018,831  
                       
    Property and equipment (Note 6)   33,746     38,727     81,867  
    Exploration and evaluation assets (Note 7)   25,706,170     23,126,778     34,056,687  
    Reclamation deposit (Note 10)   2,088,955     1,994,253     2,413,052  
                       
    Total assets   28,704,641     27,991,960     39,470,437  
                       
    LIABILITIES AND SHAREHOLDERS’ EQUITY                  
    Accounts payable and accrued liabilities (Note 15ii)   2,132,986     1,691,328     1,121,967  
    Other liabilities (Note 8)   219,780     531,134     -  
    Current portion of provision (Note 10)   200,664     200,664     168,573  
                       
    Total current liabilities   2,553,430     2,423,126     1,290,540  
                       
    Loan payable (Note 9)   502,055     -     -  
    Provision (Note 10)   1,501,792     1,427,461     1,747,874  
    Derivative liability (Note 15)   91,902     109,108     323,371  
    Deferred income tax liabilities   -     -     1,480,000  
                       
    Total liabilities   4,649,179     3,959,695     4,841,785  
                       
    SHAREHOLDERS’ EQUITY                  
    Share capital (Note 12)   82,693,558     82,693,558     76,329,984  
    Contributed surplus   16,403,929     16,403,929     15,224,010  
    Deficit   (75,042,025 )   (75,065,222 )   (56,825,342 )
                       
    Total shareholders’ equity   24,055,462     24,032,265     34,728,652  
                       
    Total liabilities and shareholders’ equity   28,704,641     27,991,960     39,470,437  

    See accompanying notes

    On behalf of the Board:

    “Chris Healey” “Rahoul Sharan”
       
    Chris Healey Rahoul Sharan
    Director Director



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    ( Unaudited – Prepared by Management )

    CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

    For the three month period ended November 30,

              (Note 18)
        2011     2010  
      $      
                 
    EXPENSES            
                 
    Accretion   7,838     8,185  
    Administration   172,354     209,043  
    Amortization   4,981     14,441  
    Consulting and professional fees   28,323     29,523  
    Corporate development   48,103     72,841  
    Foreign exchange loss   42,736     74,859  
    Share-based compensation   -     9,579  
                 
    Loss before other items   (304,335 )   (418,471 )
                 
                 
    Other items            
                 
    Other income   311,354     -  
    Realized gain on disposal of marketable securities   -     146,472  
    Interest income   2,749     3,922  
    Unrealized derivative liability gain/(loss)   21,554     (1,841,913 )
    Unrealized gain/(loss) on marketable securities   (8,125 )   241,288  
                 
    Net income (loss) and comprehensive income (loss)   23,197     (1,868,702 )
                 
    Income (loss) per share - basic and diluted   0.00     (0.02 )
                 
    Weighted average number of shares outstanding Basic and diluted   129,787,967     105,979,144  

    See accompanying notes



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    (Unaudited – Prepared by Management)

    CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

    For the period ended November 30,  
                                   
        Common Shares     Contributed     Accumulated        
        Number     Amount     Surplus     Deficit     Total  
                   
                                   
                                   
    Balance, August 31, 2010 and September 1, 2010   105,987,021     76,329,984     15,224,010     (56,825,342 )   34,728,652  
    Cash                              
         Private placement   20,949,352     5,357,782     301,749     -     5,659,531  
         Exercise of options   75,000     26,387     (6,512 )   -     19,875  
    Share-based compensation   -     -     9,579     -     9,579  
                                   
    Net loss for the period   -     -     -     (1,868,702 )   (1,868,702 )
                                   
    Balance, November 30, 2010   127,011,373     81,714,153     15,528,826     (58,694,044 )   38,548,935  
    Cash                              
         Exercise of options   2,661,500     946,413     (379,880 )   -     566,533  
         Exercise of warrants   90,094     36,813     (9,786 )   -     27,027  
         Share issue cost   -     (14,821 )   -     -     (14,821 )
    Finders warrants issued to Uranium One   -     -     45,000     -     45,000  
    Shares issued for resource property acquisition   25,000     11,000     -     -     11,000  
    Share based compensation   -     -     1,219,769     -     1,219,769  
    Net loss for the period   -     -     -     (16,371,178 )   (16,371,178 )
                                   
    Balance, August 31, 2011   129,787,967     82,693,558     16,403,929     (75,065,222 )   24,032,265  
                                   
    Net income for the period   -     -     -     23,197     23,197  
                                   
    Balance, November 30, 2011   129,787,967     82,693,558     16,403,929     (75,042,025 )   24,055,462  



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    ( Unaudited – Prepared by Management )

    CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

    For the three months ended November 30,

              (Note 18)  
        2011     2010  
      $      
                 
    OPERATING ACTIVITIES            
    Income (loss) for the period   23,197     (1,868,702 )
    Adjustment for items not involving cash and other:            
       Accretion   7,838     8,185  
       Amortization   4,994     14,441  
       Other income   (311,354 )   -  
       Unrealized foreign exchange   49,309     (58,733 )
       Settlement of asset retirement obligation   -     (18,095 )
       Share-based compensation   -     9,579  
       Unrealized (gain)/loss on derivative instrument   (21,554 )   1,841,913  
       Unrealized(gain)/loss on marketable securities   8,125     (241,288 )
       Gain on disposal of marketable securities   -     (146,472 )
                 
        (239,445 )   (459,172 )
    Changes in non-cash working capital items:        
       Receivables   (55,080 )   240,113  
       Prepaid expenses   (25,285 )   (36,020 )
         Accounts payable and accrued liabilities   (402,501 )   (470,072 )
                 
    Cash used in operating activities   (722,311 )   (725,151 )
                 
    FINANCING ACTIVITIES            
    Proceeds from issuance of common shares, net of share issue costs   -     (364,491 )
    Loans payable   502,055     -  
                 
    Cash provided by (used in) financing activities   502,055     (364,491 )
                 
    INVESTING ACTIVITIES            
    Proceeds from disposal of marketable securities   -     277,462  
    Exploration and evaluation assets additions   (1,795,124 )   (550,972 )
    Reclamation deposits   (14,692 )   338,149  
                 
    Cash provided by (used in) investing activities   (1,809,816 )   64,639  
                 
    Decrease in cash and cash equivalents during the period   (2,030,072 )   (1,025,003 )
                 
    Cash and cash equivalents, beginning of the period   2,065,966     2,362,674  
                 
    Cash and cash equivalents, end of the period   35,894     1,337,671  

    See accompanying notes

    See Note 16



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 1

    1.

    NATURE OF OPERATIONS

       

    Titan Uranium Inc. (“the Company” or “Titan”) is engaged in the exploration and development of uranium properties in Canada and the United States and has not yet determined the existence of economically recoverable reserves. The recoverability of amounts shown for mineral properties is dependent upon the existence of economically recoverable reserves in its mineral properties, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete its development, and the attainment and maintenance of future profitable production or disposition thereof.

       

    The address of the Company’s corporate office and principal place of business is Suite 235 – 15 th Street 3 rd Floor Bellevue Centre, West Vancouver, British Columbia, Canada, V7Y 2X1.

       
    2.

    BASIS OF PRESENTATION

       

    Statement of Compliance and Conversion to International Financial Reporting Standards (“IFRS”)

       

    These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) IAS 34 “Interim Financial Reporting” and IFRS 1. Subject to certain transition elections disclosed in Note 18, the Company has consistently applied the same accounting policies in its opening IFRS balance sheet at September 1, 2010 and throughout all periods presented, as if these policies had always been in effect. Note 18 discloses the impact of the transition to IFRS on the Company’s reported financial position, financial performance and cash flows, including the nature and effect of significant changes in accounting policies from those used in the Company’s financial statements for the year ended August 31, 2011. Comparative figures for 2010 in these financial statements have been restated to give effect to these changes.

       

    As these financial statements are the Company’s first financial statements prepared using IAS 34 under IFRS, certain disclosures that are required to be included in the annual financial statements prepared in accordance with IFRS that were accordingly not in the Company’s most recent annual financial statements prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) have been included in these condensed interim financial statements. However, these condensed interim consolidated financial statements do not include all of the information required for full annual financial statements.

       

    These condensed interim consolidated financial statements should be read in conjunction with the Company’s Canadian GAAP annual financial statements for the year ended August 31, 2011 and in consideration of the IFRS transition disclosures included in Note 18 and the additional annual disclosures included herein.

       

    These condensed interim consolidated financial statements were authorized for issue on February 24, 2012 by the directors of the Company.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 2

    2.

    BASIS OF PRESENTATION (continued)

       

    Going Concern

       

    These unaudited condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company was not expected to continue operations for the foreseeable future. As at November 30, 2011, the Company had not advanced its mineral properties to commercial production. The Company’s continuation as a going concern is dependent upon successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or its ability to raise equity capital or borrowings sufficient to meet its current and future obligations. (Note 17)

       

    Basis of Measurement and Use of Accounting Judgments, Estimates and Assumptions

       

    These condensed interim consolidated financial statements have been prepared on an accrual basis and are based on historical costs except for certain financial instruments, which are measured at fair value as explained in the significant accounting policies set out in Note 3. The financial statements are presented in Canadian dollars which is also the Company’s functional currency.

       

    The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

       

    The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities as at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. See Note 4 for use of estimates and judgements made by management in the application of IFRS.

       
    3.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The International Accounting Standards Board (“IASB”) continues to amend and add to current IFRS standards and interpretations with several projects underway. Accordingly, the accounting policies adopted by the Company for the Company’s first IFRS annual financial statements will be determined as at August 31, 2012. In the event that accounting policies adopted at August 31, 2012 or expected to be adopted at August 31, 2012 differ materially from the accounting policies used in the preparation of these condensed interim consolidated financial statements, these condensed interim consolidated financial statements will be restated to retrospectively account for the application of those policies adopted at August 31, 2012 or expected to be adopted at August 31, 2012 in the period accounting policies are determined or a prior period when the expectation of accounting policies to be adopted changes.

       

    The significant accounting policies used in the preparation of these condensed interim consolidated financial statements set out below have been applied consistently in all material respects.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 3

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Consolidation

       

    These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Uranium Power Corp. and Titan Uranium USA Inc. which the Company has control. Control exists when the Company has power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefit from its activities. All inter-company accounts and transactions have been eliminated on consolidation.

       

    Financial Instruments

       

    Financial assets and liabilities are recognized when the company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

       

    At initial recognition, the company classifies its financial assets in the following categories depending on the purpose for which the instruments were acquired.

       

    Financial assets are classified into one of three categories: Financial assets at fair value through profit or loss (“FVTPL”), available for sale (“AFS”) financial assets or loans and receivable.

       

    The Company has classified cash and cash equivalents and reclamation deposits, marketable securities as FVTPL and accounts receivable as loans and receivable.

       

    At each reporting date, the company assesses whether there is objective evidence that a financial asset is impaired. Financial assets are impaired when one or more events that occurred after the initial recognition of the financial asset have been impacted.

       

    For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.

       

    The carrying amount of all financial assets, excluding trade receivables, is directly reduced by the impairment loss. The carrying amount of trade receivable is reduced through the use of an allowance. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

       

    Impairment losses on loans and receivables carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized. Impairment losses on available-for-sale equity instruments are not reversed.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 4

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Financial Instruments (continued)

       

    Financial liabilities within the scope of IAS 39 are classified as financial liabilities at FVTPL or other financial liabilities, as appropriate.

       

    The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognized initially at fair value.

       

    The Company’s financial liabilities include accounts payables and accrued liabilities and loans payable. Subsequent to initial recognition, accounts payable and accrued financial liabilities are measured at amortized cost using the effective interest method. All are classified as other financial liabilities.

       

    Exploration and evaluation assets

       

    Pre-exploration costs

       

    Pre-exploration costs are expensed in the period in which they are incurred.

       

    Exploration and evaluation costs

       

    Once the legal right to explore a property has been acquired, exploration and evaluation expenditures are recognized and capitalized in addition to the acquisition costs. Mineral exploration costs are capitalized on an individual prospect basis until such time as an economic ore body is defined or the prospect is abandoned. Once the technical feasibility and commercial viability of extraction of the mineral resources has been determined, the property is considered to be a property under development and is reclassified as such costs for a producing prospect are amortized on a unit-of-production method based on the estimated life of the ore reserves, while those costs for the prospects abandoned are written off.

       

    On an annual basis or when impairment indicators arise, the Company evaluates the future recoverability of its mineral property costs. Impairment losses or write-downs are recorded in the event the net book value of such assets exceeds the estimated indicated future cash flows attributable to such assets.

       

    The recoverability of the amounts capitalized for the undeveloped mineral property is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof.

       

    Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties. The Company has investigated title to its mineral property and, to the best of its knowledge, the title to its property is in good standing.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 5

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Exploration and evaluation assets (continued)

       

    Exploration and evaluation costs (continued)

       

    Management’s capitalization of exploration and development costs and assumptions regarding the future recoverability of such costs are subject to significant measurement uncertainty. Management’s assessment of recoverability is based on, among other things, the Company’s estimate of current mineral reserves and resources which are supported by geological estimates, estimated commodity prices, and the procurement of all necessary regulatory permits and approvals. These assumptions and estimates could change in the future and this could materially affect the carrying value and the ultimate recoverability of the amounts recorded for mineral properties.

       

    Property and Equipment

       

    Property and equipment are stated at historical cost, being the purchase price and directly attributed cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of an future unavoidable costs of dismantling and removing items. The corresponding liability is recognized within provisions. Property and equipment is subsequently measured at cost less accumulated amortization, less accumulated impairment losses, with the exception of land which is not depreciated. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property and equipment.

       

    Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of income and comprehensive income during the financial period in which they are incurred.

       

    Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.

       

    Amortization is subsequently provided for based on the estimated useful lives of the assets using the declining balance method and rates:


    Computer equipment 3 years straight line
    Exploration equipment 3 years straight line
    Leasehold improvements straight line over the term of the lease
    Office furniture 5 years straight line

    Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 6

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Basic and Diluted Loss Per Share

       

    Basic losses per share are computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted losses per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

       

    Income Taxes

       

    Income tax comprises current and deferred tax. Income tax is recognized in the statement of operations except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

       

    Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

       

    Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

       

    Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.

       

    Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

       

    Deferred income tax assets and liabilities are presented as non-current.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 7

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Share based payments

       

    Equity-settled share based payments for directors, officers and employees are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. The fair value determined at the grant date of the equity-settled share based payments is expensed on a graded vesting basis over the vesting period based on the Company’s estimate of shares that will eventually vest. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share based instruments.

       

    Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a Black-Scholes valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

       

    Flow-through Shares

       

    The Company will, from time to time, issue flow-through shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On the issuance of a flow-through share, it is bifurcated into equity (share) and liability (flow-through) components on the issue date. The equity portion is measured at the market value and the residual is allocated as a liability. Upon expenditures being incurred, the Company derecognizes the liability and recognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and the related deferred tax is recognized as a tax provision.

       

    Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period.

       

    The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-back Rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 8

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Rehabilitation Provision

       

    The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of tangible long-lived assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates is capitalized to the amount of the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as the related asset.

       

    The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to related asset with a corresponding entry to the rehabilitation provision.

       

    The Company’s estimates are reviewed annually for changes in regulatory requirements, effects of inflation and changes in estimates.

       

    Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to the statement of operations for the period.

       

    Impairment of Long-Lived Assets

       

    The Company’s tangible assets are reviewed for an indication of impairment at each statement of financial position date. If indication of impairment exists, the asset’s recoverable amount is estimated.

       

    An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognized in the statement of operations for the period. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

       

    The recoverable amount is the greater of the asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

       

    An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determine, net of depreciation or amortization, if no impairment loss had been recognized.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 9

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Translation of Foreign Currencies

       

    The functional currencies of the Company’s foreign subsidiaries are measured using the currency of the primary economic environment in which that entity operates. The condensed interim consolidated financial statements are presented in Canadian dollars which is the parent company’s functional and presentation currency. The functional currency of the subsidiary that have operations in the United States is the Canadian dollar.

       

    Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined and not subsequently restated.

       

    Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the statement of operation in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

       

    Cash and cash equivalents

       

    Cash and cash equivalents consist of cash and highly liquid investments that, upon acquisition, have an initial term to maturity of three months or less and are readily convertible into cash.

       

    Reclamation deposits

       

    Deposits are cash and cash equivalents on deposit at financial institutions and pledged as security for letters of credit issued in favor of various regulatory agencies to support future reclamation obligations on resource properties in Canada and the United States. The deposits will be released to the Company when the reclamation obligations are satisfied.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 10

    3.

    SIGNIFICANT ACCOUNTING POLICIES (continued)

       

    Accounting Standards and Amendments Issued Not Yet Effective

       

    International Financial Reporting Standard 9, Financial Instruments (“IFRS 9”), was issued in November 2009. It addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: Amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends, to the extent not clearly representing a return of investment, are recognized in profit or loss; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely. This standard is required to be applied for accounting periods beginning on or after January 1, 2013, with earlier adoption permitted. The company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

       

    The following new standards, amendments and interpretations that have not been early adopted in these condensed interim consolidated financial statements will not have an effect on the Company’s future results and financial position:

    IFRS 10: Establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities (Effective for annual periods beginning on or after January 1, 2013)

    IFRS 11: Establishes principles for financial reporting by parties to a joint arrangement (Effective for annual periods beginning on or after January 1, 2013)

    IFRS 12: Applies to entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity(Effective for annual periods beginning on or after January 1, 2103)

    IFRS 13: Defines fair value, sets out in a single IFRS framework for measuring value and requires disclosures about fair value measurements (Effective for annual periods beginning on or after January 1, 2013)

     IAS 12: Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12 (Effective for periods beginning on or after January 1, 2012)

    IAS 27: Contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements (Effective for periods beginning on or after January 1, 2013)

    IAS 28: Sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures (Effective for periods beginning on or after January 1, 2013)

       

    Amendments to IFRS 9 Financial Instruments (Effective for periods beginning on or after January 1, 2013)




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 11

    4.

    USE OF ESTIMATES AND JUDGEMENTS

         

    The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

         

    Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

     

     

     

    i)

    Exploration and evaluation expenditure

     

     

     

    The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the statement of operations in the period the new information becomes available.

     

     

     

    ii)

    Impairment

     

     

     

    At each reporting period, assets, specifically exploration & evaluation are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts. The assessment of the carrying amount often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, future capital requirements and future operating performance.

     

     

     

    iii)

    Share-based payment transactions

     

     

     

    The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 13.

     

     

     

    iv)

    Title to mineral property interest

     

     

     

    Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 12

    4.

    USE OF ESTIMATES AND JUDGEMENTS (continued)

         
    v)

    Income taxes

         

    Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities.

         

    In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped.

         
    vi)

    Rehabilitation provision

         

    The application of the Company’s accounting policy for rehabilitation is based on internal estimates. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates will result in changes to provisions from period to period. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation costs which will reflect the market conditions at the time of the rehabilitation costs are actually incurred.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 13

    5.

    MARKETABLE SECURITIES

       

    Marketable securities are classified as held-for-trading, are stated at their fair values and consist of the following:


          November 30,     August 31,     September 1,  
          2011     2011     2010  
             
                         
      Cue Resources Ltd.                  
           2,381,626 common shares   -     -     130,990  
           2,381,626 warrants   -     23,816     39,983  
                         
      Energy Fuels Inc.                  
           1,046,067 common shares   345,202     329,511     -  
                         
                         
          345,202     353,327     170,973  

    On March 30, 2010, the Company accepted a combination of cash and securities as repayment of a note receivable which had a balance of USD$277,491 ($282,708). Repayment of the note consisted of USD$50,000 ($50,940) cash, 2,381,626 common shares of Cue Resources Ltd. (Cue), a company related by way of a common director, and 2,381,626 common share purchase warrants of Cue exercisable at $0.15 for a period of two years expiring on March 30, 2012. The Company valued the Cue common shares at $202,430 based on the market as quoted on the TSX Venture Exchange (“TSX-V”) and valued the common share purchase warrants at $110,715 using the Black-Scholes option pricing model. The total proceeds received for repayment of the note resulted in a gain on disposal of $81,385.

    6.

    PROPERTY AND EQUIPMENT


          Computer     Exploration     Leasehold     Office        
          Equipment     Equipment     Improvements     Furniture     Total  
      Cost                              
      Balance September 1, 2010 $  116,951   $  215,039   $  2,537   $  57,497   $  392,024  
      Balance August 31, 2011   116,951     215,039     2,537     57,497     392,024  
      Balance November 30, 2011 $  116,951   $  215,039   $  2,537   $  57,497   $  392,024  



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 14

    6.

    PROPERTY AND EQUIPMENT (continued)


          Computer     Exploration     Leasehold     Office        
          Equipment     Equipment     Improvements     Furniture     Total  
      Accumulated Amortization                              
      Balance September 1, 2010 $  81,182   $  195,455   $  783   $  32,737   $  310,157  
      Amortization   19,527     13,278     264     10,071     43,140  
      Balance August 31, 2011   100,709     208,733     1,047     42,808     353,297  
      Amortization   364     1,439     66     3,112     4,981  
      Balance November 30, 2011 $  101,073   $  210,172   $  1,113   $  45,920   $  358,278  
                                     
      Net Carrying Amount                              
      Balance September 1, 2010 $  35,769   $  19,584   $  1,754   $  24,760   $  81,867  
      Balance August 31, 2011   16,242     6,306     1,490     14,689     38,727  
      Balance November 30, 2011 $  15,878   $  4,867   $  1,424   $  11,577   $  33,746  

    7.

    EXPLORATION AND EVALUATION ASSETS


          Nunavut     Saskatchewan     Wyoming     Utah     Total  
      Cost                              
                                     
      Balance September 1, 2010 $  1,668,411   $  15,210,655   $  15,840,766   $  1,336,855   $  34,056,687  
      Acquisition   -     -     5,983     155,604     161,587  
      Exploration costs   73,523     331,142     4,326,256     1,483     4,732,404  
      Disposal of exploration asset   -     -     -     (703,304 )   (703,304 )
      Write-off of exploration expenditures   (1,524,082 )   (13,596,514 )   -     -     (15,120,596 )
                                     
      Balance August 31, 2011   217,852     1,945,283     20,173,005     790,638     23,126,778  
      Exploration costs   6,151     778,027     1,789,313     5,901     2,579,392  
                                     
      Balance November 30, 2011 $  224,003   $  2,723,310   $  21,962,318   $  796,539   $  25,706,170  



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 15

    7.

    EXPLORATION AND EVALUATION ASSETS (continued)


      [a]

    Thelon, Nunavut Properties

    On May 31, 2005, the Company purchased an option to acquire a 100% interest in eight mining leases located in Nunavut Territory and known as the Thelon Uranium Project (“the Project”).

    The Company has committed to pay the optionor a 2% Net Smelter Royalty (NSR). This NSR may be reduced to 1% on the payment of $1,000,000 and be reduced to 0.5% on the payment of an additional $1,000,000. The Company will pay advance royalties of $20,000 per year while it owns this Project.

    On June 13, 2007 the Company entered into an agreement with Mega Uranium Ltd. (Mega), a company related by common directors and officers, for Mega to acquire a 51% interest in all of Titan’s owned and to be owned claims in the Thelon Basin. In order to earn the interest, Mega had committed to expend an aggregate of $5,000,000 on the properties on or before December 31, 2008 on exploration work programs.

    As at August 31, 2008, Mega fulfilled the terms and conditions necessary to earn an undivided 51% interest in the Properties.

    During fiscal 2010, the Company abandoned certain claims in Nunavut and wrote-down $1,417,810 of capitalized costs relating to the abandoned claims.

    Subsequent to August 31, 2011, the Company signed a letter of intent with Mega Uranium Ltd. (“Mega”) to sell all its Canadian properties, including the Thelon properties in exchange for 10,000,000 common shares of Mega and, accordingly, the Company wrote down the property to its estimated net realizable value of $217,852 at August 31, 2011. This transaction closed on February 23, 2012.

      [b]

    Athabasca, Saskatchewan Properties

    In July 2005, the Company entered into an agreement to acquire a 100% interest in certain mineral property claims located in the Athabasca Basin, Saskatchewan.

    The Company has committed to pay the vendor a 2% NSR , with the option in favour of the Company to buy back 1% of the NSR by paying to the vendor $1,000,000 at any time prior to commercial production from the claims.

    As part of the agreement, the Company has granted the vendor a 10% carried interest in the claims with such carried interest remaining in effect until the commencement of commercial production by the Company on one or more claims with all costs payable attributable to the Vendor to be paid by the Company and repaid by the vendor from its working interest and/or initial NSR.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 16

    7.

    EXPLORATION AND EVALUATION ASSETS (continued)


      [b]

    Athabasca, Saskatchewan Properties (continued)

    In December 2006, the Company acquired a 100% interest in mineral property claims located in the Athabasca Basin, Saskatchewan.

    The Company has committed to pay the vendor a 1% NSR on all contributed properties.

    As part of the agreement, the Company has granted the vendor a 10% working interest in each claim, carried by Titan to completion of a bankable feasibility study, after which the vendor may elect to participate as to its 10% interest or convert its interest into an additional 1% NSR

    In May 2008 the Company signed an agreement with Japan Oil, Gas and Metals National Corporation (“JOGMEC”) whereby JOGMEC can acquire an undivided 50% working interest in the Company’s Virgin Trend and Knight properties in the Athabasca basin upon the full spending of $9,000,000 on exploration prior to March 31, 2011. In July 2010, the Company and JOGMEC agreed to defer future exploration work until market conditions improve.

    In November 2008 the Company signed an agreement with JOGMEC whereby JOGMEC can earn an undivided 50% working interest in the Company’s Border Block project which consists of the Maybelle, Gartner and King properties. JOGMEC can earn a 50% working interest upon the full spending of $6,000,000 prior to March 31, 2012.

    During fiscal 2010, the Company abandoned certain claims in Saskatchewan and wrote-down $2,032,877 of capitalized costs relating to the abandoned claims.

    In August 2011, the Company entered into an agreement to acquire 50% undivided interest in mineral claims located in the Athabasca Basin area of Saskatchewan. The interest could be earned by spending an aggregate of $500,000 in exploration expenditures in installments over a three year period ending October 30, 2014, with the first exploration expenditure of $175,000 due on or before October 30, 2012.

    The Company has committed to pay the vendor a 2% NSR upon commencement of commercial production on the property.

    Subsequent to August 31, 2011, the Company signed a letter of intent with Mega Uranium Ltd. (“Mega”) to sell all its Canadian properties, including the Athabasca properties in exchange for 10,000,000 common shares of Mega and, accordingly, the Company wrote down the property to its estimated net realizable value of $1,945,283 at August 31, 2011. This transaction closed on February 23, 2012.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 17

    7.

    EXPLORATION AND EVALUATION ASSETS (continued)


      [c]

    United States properties

    The United States properties consisted of the following projects and ownership interests:

    Utah – Green River North, 100% interest [iv]
    Utah – Green River South, 70% interest [ii]
    Wyoming – East Shirley, 100% interest [iii]
    Wyoming - Sheep Mountain, 100% interest, subject to royalties ranging from 1% - 10% on the
    gross proceeds from the sale of mineral ore produced. [i]

    [i] In October 2009, the Company acquired the remaining 50% interest in the Sheep Mountain and Green River North properties, and disposed of the Breccia Pipes, Arizona and Burro Canyon, Colorado projects.

    The transaction was completed with the Company’s Joint Venture partner Uranium One Inc. (“Uranium One”). As a result of the transaction, the Company owns 100% of the Sheep Mountain and Green River North properties. In exchange for Uranium One’s interest in the Sheep Mountain and Green River North properties, the Company paid USD$850,000 and agreed to pay an additional USD$2,000,000 if the month-end spot uranium price reported by Ux Consulting Company exceeds USD$65 per pound within three years and an additional USD$4,000,000 if the month-end spot uranium price exceeds USD$85 per pound within three years. The Company also assumed the remaining 50% of the asset retirement obligation related to Sheep Mountain that was not previously recognized.

    The USD$2,000,000 and USD$4,000,000 payments that are based on the spot uranium price were considered to be an embedded derivative and were valued at USD$911,910 using an option pricing model to form part of the acquisition price of the Sheep Mountain and Green River North properties acquired from Uranium One. The derivative constitutes a liability that is revalued at each reporting date with the change in value recognized as an unrealized gain or loss on the Consolidated Statement of Operations.

    The Company received USD$500,000 from Uranium One for the 50% interest in the Breccia Pipes and Burro Canyon properties.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 18

    7.

    EXPLORATION AND EVALUATION ASSETS (continued)


      [c]

    United States properties (continued)

    [ii] The Company has an option to earn up to a 70% working interest in the property by completing the following:

    Cash payments of:

    Cumulative exploration spending of:

    Issuing common shares of the Company in the amount of;

    During the current fiscal year, the Company completed all of its obligations under the agreement and earned their 70% interest.

    [iii] During fiscal 2010, the Company abandoned the East Shirley claims in Wyoming and wrote-down $93,237 of capitalized costs relating to the abandoned claims.

    [iv] In January 2011, the Company entered into an agreement with Energy Fuels to sell 100% of its Green River South property in return for US$1,200,000 worth of common shares of Energy Fuels. The Company received 1,046,067 common shares in February 2011, which had a value of $1,361,456 when they were received, and accordingly, the Company recorded a gain of $658,152 as a result of the sale.

    8.

    OTHER LIABILITIES


        Issued on  
        November 30,  
        2010  
           
           
    Balance September 1, 2010 $  -  
         Liability incurred on flow-through shares issued   655,908  
         Settlement of flow-through share liability on incurred expenditures   (124,774 )
           
    Balance August 31, 2011   531,134  
         Settlement of flow-through share liability on incurred expenditures   (311,354 )
           
    Balance November 30, 2011 $  219,780  



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 19

    9.

    LOAN PAYABLE

       

    In October 27, 2011, the Company entered into a loan agreement with an entity related by common directors. The Company arranged for financing of up to $1,000,000 and bears annual interest of 5% payable on the due date of the loan. The loan is supported by a promissory note, due on January 31, 2013. As at November 30, 2011, the Company had received $500,000 under this agreement and has accrued $2,055 in interest payable. Subsequent to November 30, 2011, the Company received the remaining $500,000.

       
    10.

    REHABILITATION PROVISION

       

    The Company’s rehabilitation provision relates to the cost of removal and restoring the Sheep Mountain property.


          Amount  
        $    
      Balance, August 31, 2010 and September 1, 2010   1,916,447  
      Accretion   32,056  
      Settlement of liability   (17,880 )
      Adjustment on estimate   (233,721 )
      Effect of change in exchange rate   (68,777 )
      Balance, August 31, 2011   1,628,125  
      Accretion   7,838  
      Effect of change in exchange rate   66,493  
          1,702,456  
      Less: current portion   200,664  
      Balance   1,501,792  

    The Company estimates its rehabilitation provision based on its understanding of current environmental regulations and related laws in the jurisdictions where it operates. Regulations and laws are continually changing and are generally expected to become more restrictive. New regulations or interpretations of the law could materially change the Company’s provision.

    The Company has cash deposits totaling $2,088,955 (August 31, 2011 - $1,994,253; September 1, 2010 - $2,413,052) that serve as collateral for letters of credit that have been pledged in favour of certain regulatory authorities. The deposits bear interest at market rates. The deposits will be returned to the Company when site reclamation at the Company’s mineral properties has been completed to the satisfaction of the regulatory authorities.

    11.

    RELATED PARTY TRANSACTIONS

    The following is a summary of the Company’s related party transactions during the period:

    The Company paid rent of $7,500 to a company with a common director.

    Receivables with a balance of $84,166 (August 31, 2011 - $84,166; September 1, 2010 - $57,601) is owing from a joint venture partner with directors and officers in common and accounts payable and accrued liabilities include $33,440 (August 31, 2011 - $21,194; September 1, 2010 - $NIL) due to directors, officers and a company with a director in common.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 20

    11.

    RELATED PARTY TRANSACTIONS (continued)

    Key management compensation:

    The Company paid consulting fees and wages totaling $136,601 (2010 - $90,174) to officers of the Company or companies controlled by directors and officers of the Company for the period ended November 30, 2011. Consulting fees and wages have been expensed to operations or capitalized to resource properties based on the nature of the expenditure.

    12.

    SHARE CAPITAL


      [a]

    Authorized: Unlimited number of common shares without par value

      [b]

    Issued – common shares:

    Private placement

    On November 30, 2010 the Company completed a non-brokered private placement of 16,576,630 units (“Units”) at a price of $0.30 per Unit and 4,372,722 flow-through units (“FT Units”) at a price of $0.45 per FT Unit for aggregate gross proceeds of $6,940,714. Each Unit consisted of one common share of the Company and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.45 per common share for a period of two years from November 30, 2010. Each FT Unit consisted of one flow-through share of the Company and one-half of one common share purchase warrant (“FT Warrant”) Each FT Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.50 per common share for a period of two years from November 30, 2010. The Company allocated $655,908 of the flow-through proceeds as deferred premium on flow-through shares which is included in other liabilities.

    In connection with the private placement, the Company paid finder’s fees which consisted of cash of $536,757, 1,389,200 finders warrants (“Finder’s Warrants”) and other cash costs of $103,339. Each Finder’s Warrant entitles the holder to acquire a finder’s unit (“Finder’s Unit”) at a price of $0.30 per Finder’s Unit for a period of two years from November 30, 2010. Each Finder’s Unit consists of one common share and one non-transferrable common share purchase warrant (“Finder’s Unit Warrant”). Each Finder’s Unit Warrant is entitles the holder to acquire a common share of the Company at a price of $0.45 per common share for a period of two years from November 30, 2010. The fair value of the Finder’s Warrants of $301,749 was recorded as share issue costs. The fair value of the Finder’s Warrants was determined using the Black Scholes option pricing model with the following assumptions: Risk free rate of 1.62%; Expected dividend yield of 0%; Expected volatility of 112%; and expected life of 2 years.

    As at November 30, 2011, the Company incurred approximately $934,000 (August 31, 2011 - $374,000) of expenditures eligible for flow-through with respect to these flow-through share proceeds and has reduced the deferred premium on flow-through shares by $311,354 (August 31, 2011 - $124,775) with respects to the expenditures incurred.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 21

    13.

    STOCK OPTIONS AND WARRANTS

    Stock Options

    The Company has established a share option plan whereby options may be granted to directors, officers, employees and consultants up to an aggregate of 10% of the issued and outstanding shares of the Company. Options granted have an exercise price of not less than the market price on the date of grant less the applicable discount, if any, permitted by the policies of the TSX-V and approved by the Board. The options can be granted for a maximum of 5 years and vest as determined by the board of directors. Stock options granted to investor relations vest in accordance with the terms of the TSX-V at 25% three months after the grant and 25% every three months thereafter.

    There were no stock options granted during the three months ended November 30, 2011 and 2010.

    On January 25, 2011, the Company granted stock options to acquire 3,150,000 shares at $0.59 per share exercisable to January 25, 2016. 3,050,000 of the stock options vested at the date of grant and 100,000 vest at 25% three months after the grant and 25% every three months thereafter. During the year ended August 31, 2011, a share-based compensation charge of $1,198,610 ($243,611 was capitalized to exploration and evaluation asset) was recorded and credited to contributed surplus with respect to these options. The fair value of the options was determined using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate of 1.68% - 2.65%; Expected life of options 5 years; Volatility of 106% - 109%; Dividend rate of Nil; Forfeiture rate of 16%.

    On July 30, 2010, the Company granted stock options to acquire 3,552,500 shares at $0.155 per share exercisable to July 29, 2013. 2,525,000 of the stock options vested at the date of grant and 150,000 vest at 25% three months after the grant and 25% every three months thereafter.

    On September 8, 2010, the Company granted stock options to acquire 2,675,000 shares at $0.155 per share exercisable to September 8, 2012. These stock options vested at the date of grant During the year August 31, 2011, a share-based compensation charge of $30,737 (August 31, 2010 $738,065 ($150,401 was capitalized to exploration and evaluation asset) was recorded and credited to contributed surplus with respect to these options. The fair value of the options was determined using the Black-Scholes option pricing model with the following assumptions: Risk-free interest rate of 1.35%; Expected life of options 1.63 years; Volatility of 124%; Dividend rate of Nil; Forfeiture rate of 16%.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 22

    13.

    STOCK OPTIONS AND WARRANTS (continued)

    Stock Options (continued)

    Stock option transactions and the number of stock options outstanding are summarized as follows for the three months ended November 30, 2011 and for the year ended August 31, 2011.

          Weighted        
          Number of     Average  
          Options     Price  
          #   $    
                   
      Balance, August 31, 2010 and September 1, 2010   5,899,167     0.23  
                   
      Expired   (166,667 )   0.78  
      Cancelled   (160,000 )   0.27  
      Granted   3,150,000     0.59  
      Approved by shareholders   495,000     0.16  
      Exercised   (2,736,500 )   0.21  
      Balance, August 31, 2011   6,481,000     0.40  
      Expired   (300,000 )   0.59  
      Balance, November 30, 2011   6,181,000     0.39  

    Options outstanding and exercisable at November 30, 2011 had exercise prices and years remaining to expiry as follows:

                    Weighted        
              Exercise     Average        
    Number of   Number of     Price of     Exercise Price        
    Options   Shares     Options     of Options     Expiry  
    Outstanding   Exercisable     Outstanding     Exercisable     Date  
                             
    1,917,500   1,917,500     0.265           September 8, 2012  
    1,413,500   1,413,500     0.155           July 29, 2013  
    2,850,000   2,825,000     0.59           January 25, 2016  
                             
    6,181,000   6,156,000   $ 0.40   $ 0.40        

    Subsequent to November 30, 2011, 713,500 stock options were exercised for total proceeds of $110,592.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 23

    13.

    STOCK OPTIONS AND WARRANTS (continued)

    Warrants

    The Company had the following warrants outstanding which were granted in conjunction with a private placement.

              Weighted  
          Number of     Average  
          Warrants     Price  
          #   $    
      Balance, August 31, 2010 and September 1, 2010   -     -  
      Issued   20,152,191     0.45  
      Exercised   (90,094 )   0.30  
      Issued   90,094     0.45  
      Issued   500,000     0.21  
                   
      Balance, August 31, 2011 and November 30, 2011   20,652,191     0.44  

    Number of         Exercise Price        
    Warrants         of Warrants        
    Outstanding         Outstanding     Expiry Date  
                       
    2,186,361         0.50     November 30, 2012  
    16,576,630         0.45     November 30, 2012  
    1,299,106         0.30     November 30, 2012**  
    500,000         0.21     August 3, 2013  
    90,094         0.45     November 30, 2012  
                       
    20,652,191       $ 0.44        

      **

    Finders’ Warrants are exercisable into a Finders’ Unit, which consists of one share and one share purchase warrant which entitles the holder the right to acquire a common share of the Company at a price of $0.45 per common share until November 30, 2012.


    14.

    SEGMENTED INFORMATION

       

    The Company operates one reportable segment, being the exploration and development of uranium resource properties. The Company operates in two geographic segments; Canada and the United States. Property and equipment by geographic area are as follows:


      September 1, 2010   Canada     United States     Total  
        $       $   $    
      Property and equipment   81,517     350     81,867  
      Exploration and evaluation assets   16,879,066     17,177,621     34,056,687  



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 24

    14.

    SEGMENTED INFORMATION (continued)


      August 31, 2011   Canada     United States     Total  
        $     $     $    
      Property and equipment   38,387     350     38,727  
      Exploration and evaluation assets   2,163,135     20,963,643     23,126,778  

      November 30, 2011   Canada     United States     Total  
        $     $     $    
      Property and equipment   33,746     -     33,746  
      Exploration and evaluation assets   2,947,313     22,758,857     25,706,170  

    15.

    FINANCIAL INSTRUMENTS

           
    i)

    Fair Value

           

    The fair values of the Company’s financial assets and liabilities approximate their carrying amounts.

           

    Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

           
  •  
  • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

  •  
  • Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

  •  
  • Level 3 – Inputs that are not based on observable market data.

           

    The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, receivable, reclamation deposits, accounts payable and accrued liabilities and loan payable.

           
    ii)

    Derivatives – Derivatives may be embedded in other financial instruments or within non- financial contracts, certain embedded derivatives may require separate recognition at fair value. Pursuant to the acquisition of properties on October 1, 2009, the Company must make a payment of USD$2,000,000 if, within three years, the month end spot uranium price exceeds USD$65 per pound, and a payment of USD$4,000,000 if the month end spot uranium price exceeds USD$85 per pound. The Company has determined that the payment terms constitute an embedded derivative and have valued the derivative liability using a valuation model. The uranium spot price and the expected volatility of the uranium spot price have a significant impact on the value derived from the valuation model.

           

    At November 30, 2011, the derivative liability had an estimated value of $91,902 (August 31, 2011 - $109,108; September 1, 2010 - $323,371).




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 25

    15.

    FINANCIAL INSTRUMENTS (continued)

         
    ii)

    Derivatives (continued)

         

    On January 31, 2011 the month end spot price was USD$73 per pound resulting in the requirement to make a cash payment of USD$2,000,000 by July 31, 2011. USD$2,000,000 was recognized as an accrued liability resulting in a realized loss on the derivative liability of $479,299. On July 31, 2011, the Company amended the payment terms as follows: cash payment of USD$1,000,000 (paid) by August 3, 2011 and the remaining balance of USD$1,000,000 on July 31, 2012 plus accrued interest thereon from July 31, 2011 until paid at a rate of 5% per annum. The Company had accrued $17,047 in accrued interest payable and the combine balance owing of $1,037,047 is included in accounts payable and accrued liabilities as at November 30, 2011.

         

    In addition, the Company issued 500,000 share purchase warrants exercisable at $0.21 per share expiring on July 31, 2013. The fair value of the share purchase warrants of $45,000 was recorded as finance cost and is included in the statement of operations. The fair value of the warrants was determined using the Black Scholes option pricing model with the following assumptions: Risk free rate of 1.08%; Expected dividend yield of 0%; Expected volatility of 77%; and expected life of 2 years. At November 30, 2011 the derivative liability related to the USD$4,000,000 payment required if the month end spot uranium price exceeds USD$85 had an estimated value of $91,902 using variables in effect at November 30, 2011.

         

    As at November 30, 2011, a $5 increase in the uranium spot price while holding all other variables constant would result in an estimated increase of approximately $154,000 in the value of the derivative liability. Increasing the volatility by 5% while holding all other variables constant would result in an estimated increase of approximately $124,000 in the value of the derivative liability. The derivative is revalued at each reporting date with the change in value recognized as an unrealized gain or loss on derivative liability on the consolidated statement of operations.

         
    iii)

    Management of financial risk - The Company’s financial instruments are exposed to certain financial risks, including credit risk and liquidity risk.

         

    Credit risk is the risk of an unexpected loss by the Company if a customer or third-party to a financial instrument fails to meet its contractual obligations. The Company’s cash, cash equivalents, restricted cash and reclamation deposits are primarily held in high credit quality financial institutions.

         

    A portion of the Company’s receivables relate to a receivable from participants of the Company’s exploration option agreements. Management mitigates the credit risk associated with this concentration of receivables by ensuring that amounts receivable are current and by involving partners in the budgeting process.

         

    The carrying amount of the Company’s receivables, $354,885 (August 31, 2011 - $318,450; September 1, 2010 - $428,418) represents the Company’s maximum credit risk exposure.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 26

    15.

    FINANCIAL INSTRUMENTS (continued)

    Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach is to ensure that it will have sufficient liquidity to meet its obligations when due. Accounts payable and accrued liabilities are due within the current operating period. The Company uses a budgeting process to project cash flow and to ensure that sufficient resources are available to meet those cash flow requirements. As at November 30, 2011, the Company had working capital deficiency of $1,677,660. The Company does not currently operate any producing properties and as such, is dependent upon issuance of new equity to advance its exploration properties. If equity financing is required, failure to obtain financing on a timely basis may cause the Company to postpone exploration plans, reduce or terminate its operations.

    Foreign currency risk – The Company’s financial instruments are exposed to currency risk as it presently holds assets and liabilities denominated in both Canadian and US currency. The Company does not use derivative instruments to hedge this exposure. Cash flow forecasts are used to estimate the amount of Canadian and US currency that will be needed so that adequate currency is on hand as liabilities become due.

    A +/- 1% change in the Canadian dollar versus the U.S. dollar at November 30, 2011 would have an approximate +/- $10,000 impact on the loss for the period ended November 30, 2011.

    The Company has cash balances and no variable interest-bearing debt. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

    The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company.

    16.

    NON-CASH TRANSACTIONS

       

    Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. As at November 30, 2011, the Company had $784,267 in accounts payable and accrued liabilities related to exploration and evaluation assets. This transaction was excluded from the statements of cash flows.

       
    17.

    SUBSEQUENT EVENTS

       

    In December 2011, the Company entered into a definitive business combination agreement with Energy Fuels, whereby Energy Fuels will acquire all of the issued and outstanding shares of the Company by way of plan of arrangement.




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 27

    17.

    SUBSEQUENT EVENTS (continued)

       

    Under the plan of arrangement, the Company’s shareholders will receive 0.68 of Energy Fuel’s common shares for each share of the Company held. All outstanding warrants will be replaced or assumed by Energy Fuels and adjusted as appropriate to reflect the consideration to be received by the Company’s shareholders pursuant to the plan of arrangement. All of the Company’s stock options will expire immediately preceding the effective date. The Company has engaged BayFront Capital Partners to act as their financial advisors in this transaction for a fee of $75,000. The transaction is subject to shareholder and regulatory approval.

       

    In connection with this agreement, Energy Fuels has agreed to provide bridge loan financing up to US$1,500,000 to a subsidiary of the Company. The Company and its subsidiary have signed a loan agreement for US$1,000,000. The advance is evidenced by a promissory note, due the earlier of the closing date of the business combination agreement or February 28, 2012, and bears interest at a rate of 5%, payable on the due date. The loan is secured by a mortgage over the Company’s Sheep Mountain property and a guarantee provided by the Company. As of January 16, 2012 the subsidiary of the Company has received the balance of US$1,000,000 from Energy Fuels.

       

    In January 2012, the Company signed a letter of intent with Mega Uranium Ltd. (“Mega”) which provides for the sale of substantially all of the Company’s Canadian assets to Mega in exchange for 10,000,000 common shares of Mega, transaction closed February 23, 2012.

       
    18.

    FIRST TIME ADOPTION OF IFRS

       

    As stated in Note 2, these are the Company’s first condensed interim consolidated financial statements prepared in accordance with IFRS.

       

    The accounting policies set out in Note 3 have been applied in preparing the condensed interim consolidated financial statements for the three months ended November 30, 2011, the comparative information presented in these interim statements for both the three months ended November 30, 2010 and year ended August 31, 2011 and in preparation of an opening IFRS statement of financial position as at September 1, 2010.

       

    IFRS 1, “First-time Adoption of International Financial Reporting Standards” (“IFRS 1”), requires first time adopters to retrospectively apply all the effective IFRS standards as if the reporting date of August 31, 2012. However, it also provides for certain optional exemptions and certain mandatory exceptions for first time adoptions.

       

    In preparing the Company’s opening IFRS statement of financial position, the Company has adjusted amounts reported previously in the financial statements prepared in accordance with pre- changeover Canadian GAAP.

       

    In preparing these condensed interim consolidated financial statements in accordance with IFRS 1, the Company has applied the following optional exemptions and exceptions from full retrospective application of IFRS:




    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 28

    18.

    FIRST TIME ADOPTION OF IFRS (continued)

    Elected exemptions from full retrospective application

    Share-based payment transactions

    The Company has elected not to retrospectively apply IFRS 2 to equity instruments that were granted and that vest before the transition date. As a result of applying this exemption, the Company will apply the provision of IFRS 2 to all outstanding equity instruments that are unvested prior to the date of transition to IFRS.

    Rehabilitation provision

    The Company has elected to apply the exemption from full retrospective application of decommissioning provisions as allowed under IFRS 1.

    Business combination

    The Company has elected to apply the business combination standard prospectively as allowed under IFRS 1.

    Mandatory exceptions to retrospective application

    Estimates

    In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under previous GAAP, unless there is objective evidence that those estimates were in error. The Company’s IFRS estimates as of September 1, 2010 are consistent with its Canadian GAAP estimates for the same date.

    De-recognition of financial assets and liabilities

    The Company has applied the derecognition requirements in IAS 39, Financial Instruments: Recognition and Measurement, prospectively from the Transition Date. As a result any non-derivate financial assets or non-derivative financial liabilities recognized prior to the ‘Transition Date in accordance with pre-changeover Canadian GAAP have not been reviewed for compliance with IAS 30.

    IFRS employs a conceptual framework that is similar to Canadian GAAP. However, some differences exist in certain matters of recognition, measurement and disclosure. The adoption of IFRS has resulted in reclassifications in the Company’s reported financial position as at September 1, 2010, November 30, 2010 and August 31, 2011. In order to allow the users of the financial statements to better understand these changes, the Company’s Canadian GAAP statements of operations and comprehensive income for November 30, 2010 and August 31, 2011 have been reconciled to IFRS, with the resulting differences explained, below. However, as there have been no material adjustments to the cash flows, no reconciliations of the statements of cash flows have been prepared.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 29

    18.

    FIRST TIME ADOPTION OF IFRS (continued)

       

    The following is a reconciliation of the Company’s Consolidated Statement of Financial Position as at the transition date of September 1, 2010:


        Canadian Effect of  
        GAAP Transition IFRS
        $          $ $
             
      ASSETS      
      Cash and cash equivalents 2,362,674 - 2,362,674
      Receivables 428,418 - 428,418
      Marketable securities 170,973 - 170,973
      Prepaid expenses 56,766 - 56,766
             
      Total current assets 3,018,831 - 3,018,831
             
      Property and equipment 81,867 - 81,867
      Exploration and evaluation assets (Note i) 33,208,680 848,007 34,056,687
      Reclamation deposit 2,413,052 - 2,413,052
             
      Total assets 38,622,430 848,007 39,470,437
             
      LIABILITIES AND SHAREHOLDERS’ EQUITY      
             
      Accounts payable and accrued liabilities 1,121,967 - 1,121,967
      Current portion of provision 168,573 - 168,573
             
      Total current liabilities 1,290,540 - 1,290,540
             
      Provision (Note i) 899,867 848,007 1,747,874
      Derivative liability 323,371 - 323,371
      Future income tax liabilities 1,480,000 - 1,480,000
             
      Total liabilities 3,993,778 848,007 4,841,785
             
      SHAREHOLDERS’ EQUITY      
      Share capital 76,329,984 - 76,329,984
      Contributed surplus 15,224,010 - 15,224,010
      Deficit (56,825,342) - (56,825,342)
             
      Total shareholders’ equity 34,728,652 - 34,728,652
             
      Total liabilities and shareholders’ equity 38,722,430 848,007 39,470,437



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 30

    18.

    FIRST TIME ADOPTION OF IFRS (continued)

    The following is a reconciliation of the Company’s Consolidated Statement of Financial Position as at August 31, 2011:

          Canadian     Effect of        
          GAAP     Transition     IFRS  
        $        
                         
      ASSETS                  
      Cash and cash equivalents   2,065,966     -     2,065,966  
      Restricted cash   80,000     -     80,000  
      Receivables   318,450     -     318,450  
      Marketable securities   353,327     -     353,327  
      Prepaid expenses   14,459     -     14,459  
                         
      Total current assets   2,832,202     -     2,832,202  
                         
      Property and equipment   38,727     -     38,727  
      Exploration and evaluation assets (Note i)   22,388,333     738,445     23,126,778  
      Reclamation deposit   1,994,253     -     1,994,253  
                         
      Total assets   27,253,515     738,445     27,991,960  
                         
      LIABILITIES AND SHAREHOLDERS’ EQUITY                  
                         
                         
      Accounts payable and accrued liabilities (Note ii)   1,691,328     -     1,691,328  
      Other liabilities (Note ii)   -     531,134     531,134  
      Current portion of provision   200,664     -     200,664  
                         
      Total current liabilities   1,891,992     531,134     2,423,126  
                         
      Provision (Note i)   780,780     646,681     1,427,461  
      Derivative liability   109,108     -     109,108  
                         
      Total liabilities   2,781,880     1,177,815     3,959,695  
                         
      SHAREHOLDERS’ EQUITY                  
      Share capital (Note ii)   82,818,466     (124,908 )   82,693,558  
      Contributed surplus   16,403,929     -     16,403,929  
      Deficit (Notes I and ii)   (74,750,760 )   (314,462 )   (75,065,222 )
                         
      Total shareholders’ equity   24,471,635     (439,370 )   24,032,265  
                         
      Total liabilities and shareholders’ equity   27,253,515     738,445     27,991,960  



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 31

    18.

    FIRST TIME ADOPTION OF IFRS (continued)

    The following is a reconciliation of the Company’s Consolidated Statement of Financial Position as at November 30, 2010:

          Canadian     Effect of        
          GAAP     Transition     IFRS  
        $        
                         
      ASSETS                  
      Cash and cash equivalents   1,337,671     -     1,337,671  
      Receivables   188,303     -     188,303  
      Share subscriptions receivable   6,699,804     -     6,699,804  
      Marketable securities   281,271     -     281,271  
      Prepaid expenses   92,786     -     92,786  
                         
      Total current assets   8,599,835     -     8,599,835  
                         
      Property and equipment   67,425     -     67,425  
      Exploration and evaluation assets (Note i)   33,759,652     848,007     34,607,659  
      Reclamation deposit   2,074,903     -     2,074,903  
                         
      Total assets   44,501,815     848,007     45,349,822  
                         
      LIABILITIES AND SHAREHOLDERS’ EQUITY                  
                         
                         
                         
      Accounts payable and accrued liabilities (Note ii)   641,892     -     641,892  
      Other liabilities (Note ii)   -     655,908     655,908  
      Current portion of provision   148,986     -     148,986  
                         
      Total current liabilities   800,878     655,908     1,456,786  
                         
      Provision (Note i)   881,389     819,628     1,701,017  
      Derivative liability   2,163,084     -     2,163,084  
      Future income tax liabilities   1,480,000     -     1,480,000  
                         
      Total liabilities   5,325,351     1,475,536     6,800,887  
                         
      SHAREHOLDERS’ EQUITY                  
      Share capital (Note ii)   82,373,061     (655,908 )   81,717,153  
      Contributed surplus   15,525,826     -     15,525,826  
      Deficit (Note ii)   (58,722,423 )   28,379     (58,694,044 )
                         
      Total shareholders’ equity   39,176,464     (627,529 )   38,548,935  
                         
      Total liabilities and shareholders’ equity   44,501,815     848,007     45,349,822  



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 32

    18.

    FIRST TIME ADOPTION OF IFRS (continued)

       

    The following is a reconciliation of the Company’s net loss and comprehensive loss reported in accordance with Canadian GAAP to its net loss and comprehensive loss in accordance with IFRS for the three months ended November 30, 2010 and for the year ended August 31, 2011.


          Three months ended     Year ended  
          November 30, 2010     August 31, 2011  
           
                   
      As reported under Canadian GAAP   (1,897,081 )   (17,925,418 )
      IFRS adjustment (increase) decrease            
      Accretion (Note i)   9,508     36,842  
      Foreign exchange (Note i)   18,871     54,921  
      Other income (Note ii)   -     124,774  
      Recovery of future income tax (Note ii)   -     (531,000 )
                   
      Net loss and comprehensive loss as            
      reported under IFRS   (1,868,702 )   (18,239,881 )

    Explanation of Reconciling Items

      i)

    Rehabilitation Provision

    Under pre-changeover Canadian GAAP, rehabilitation provisions are measured incorporating market assumptions and discount rates based on the entity’s credit-adjusted risk-free rate. Adjustments are made to rehabilitation provisions for changes in the timing or amount of the cash flows and the unwinding of the discount. However, changes in discount rates alone do not result in a re-measurement of the provision. Changes in estimates that decrease the liability are discounted using the discount rate applied upon initial recognition of the liability, while changes that increase the liability are discounted using the current discount rate.

    IFRS requires decommission provisions to be measured based on management’s best estimate of the expenditures that will be made and adjustments to the provision are made in each year for changes in the timing or amount of cash flow, changes in the discount rate, and the accretion of the liability (unwinding of the discount). Furthermore, the estimated future cash flows should be discounted using the current rate.

    As a result, the rehabilitation provision will increase by $848,007 at September 1, 2010 (August 31, 2011 - $646,681; November 30, 2010 - $819,628) with an increase of $848,007 (August 31, 2011 $738,445; November 30, 2010 - $848,007) to exploration and evaluation expenditures. The remaining $91,763 at August 31, 2011 (November 30, 2010 - $28,379) represents the decrease in the accretion of the liability and foreign exchange which decreases the deficit.



    Titan Uranium Inc.
    (a development stage company)
    (Stated in Canadian dollars)
    Notes to the Condensed Interim Consolidated Financial Statements
    For the three months ended November 30, 2011 and 2010
    ( Unaudited – Prepared by Management ) – Page 33

    18.

    FIRST TIME ADOPTION OF IFRS (continued)

    Explanation of Reconciling Items (continued)

      ii)

    Flow-through shares

    Under pre-changeover Canadian GAAP, the entire proceeds from the issuance of flow-through shares were recognized in equity less the tax effects of renunciation. Under IFRS, on issuance of flow-through shares, the Company bifurcates the flow-through share into i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability and ; ii) share capital. Upon expenses being incurred, the Company derecognizes the liability and the premium is recognized as other income.

    As a result, for issuances of flow-through shares for which expenditures have been incurred, share capital was decreased by $124,908 at August 31, 2011, accounts payable was increased by $531,134. The net impact on net loss for the year ended August 31, 2011 was an increase of $406,226 which flows into the deficit account as at August 31, 2011.

    Where flow-through shares were issued but expenditures not incurred by the end of the reporting period, a liability is shown in other liabilities. This resulted in an increase to accounts payable and accrued liabilities of $655,908 and a corresponding decrease in share capital as at November 30, 2010.


    SCHEDULE “C”

    Unaudited pro forma condensed consolidated statements of financial position as at September 30, 2011, the unaudited pro forma condensed consolidated statements of comprehensive loss for the year ended September 30, 2011, and the unaudited pro forma condensed consolidated statements of comprehensive income (loss) for the three months ended December 31, 2011 of EFI


    Pro Forma
    Condensed Consolidated Financial Statements
    (Unaudited)
     
     
    Expressed in U.S. Dollars
    For the Three Months Ended December 31, 2011 and
    the Year Ended September 30, 2011



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statements of Financial Position
    As at September 30, 2011
    (Unaudited)
    (Expressed in US Dollars)

        Energy Fuels                          
        Inc.     Titan Uranium                    
        As at     Inc.                 Pro Forma  
        September 30,     As at                 Consolidated  
        2011Titan     August 31,           Pro Forma     Energy Fuels  
        Uranium Inc.     2011     Note 4     Adjustments     Inc.  
    ASSETS                              
    Current assets                              
       Cash and cash equivalents $  6,954,646   $  2,111,576         $  -   $  9,066,222  
       Marketable securities   -     361,127     a, b     3,038,873     3,400,000  
       Prepaid expenses and other assets   681,728     422,025                 1,103,753  
        7,636,374     2,894,728           3,038,873     13,569,975  
    Non-current                              
       Property, plant and equipment   13,035,102     39,582                 13,074,684  
       Exploration and evaluation costs   20,257,050     23,637,345     b, c     6,290,934     50,185,329  
       Restricted cash   2,563,974     2,038,280                 4,602,254  
      $  43,492,500   $  28,609,935         $  9,329,807   $  81,432,242  
    LIABILITIES & SHAREHOLDER'S EQUITY                              
    Current liabilities                              
       Accounts payable and accrued liabilities $  833,024   $  2,271,527     d   $  1,604,628   $  4,709,179  
       Current portion of decommissioning liability   13,451     205,094                 218,545  
       Current portion of long-term debt   1,076     -                 1,076  
        847,551     2,476,621           1,604,628     4,928,800  
    Non-current                              
       Long-term decommissioning liability   452,301     1,458,975                 1,911,276  
       Derivative liability   -     111,517                 111,517  
        1,299,852     4,047,113           1,604,628     6,951,593  
    SHAREHOLDERS' EQUITY                              
       Capital stock   59,488,437     84,519,172     e     32,498,519     92,056,601  
                    f     430,772        
                    g     (84,519,172 )      
                    a     (361,127 )      
       Contributed surplus   18,530,694     16,766,076     h     540,853     19,071,547  
                    i     (16,766,076 )      
       Accumulated deficit   (34,575,045 )   (76,722,426 )   j, k     75,901,410     (35,396,061 )
       Accumulated other comprehensive loss   (1,251,438 )                     (1,251,438 )
        42,192,648     24,562,822           7,725,179     74,480,649  
      $  43,492,500   $  28,609,935         $  9,329,807   $  81,432,242  

    See accompany notes to the pro forma condensed consolidated financial statements.



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statements of Comprehensive Loss
    For the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in US Dollars)

        Energy Fuels Inc.     Titan Uranium        
        Year Ended     Inc.     Pro Forma  
        September 30,     Year Ended     Consolidated  
        2011     August 31, 2011     Energy Fuels Inc.  
    EXPENSES                  
    Administrative $  540,391   $  1,002,023   $  1,542,414  
    Accretion   -     32,064     32,064  
    Consulting   204,769     216,037     420,806  
    Depreciation   109,031     43,610     152,641  
    Foreign exchange loss   (383,785 )   120,107     (263,678 )
    Insurance   184,512     -     184,512  
    Interest expense   396     -     396  
    Professional fees   424,140     -     424,140  
    Salaries and other benefits   1,371,996     -     1,371,996  
    Shareholder relations   397,223     312,056     709,279  
    Stock-based compensation   735,658     996,481     1,732,139  
    Write-down of resource properties   -     15,301,101     15,301,101  
        (3,584,331 )   (18,023,479 )   (21,607,810 )
                       
    Finance income   11,492     46,528     58,020  
    Other income   5,567     126,134     131,701  
    Future income tax recovery   -     1,496,132     1,496,132  
    Gain on disposal of resource properties   -     665,326     665,326  
    Realized derivative liability loss   -     (484,523 )   (484,523 )
    Realized gain on marketable securities   -     148,069     148,069  
    Unrealized derivative liability loss   -     (1,332,520 )   (1,332,520 )
    Unrealized loss on marketable securities   -     (1,080,362 )   (1,080,362 )
    NET LOSS FOR THE YEAR   (3,567,272 )   (18,438,695 )   (22,005,967 )
    Foreign currency translation reserve   (1,251,438 )   -     (1,251,438 )
    NET COMPREHENSIVE LOSS FOR THE YEAR $  (4,818,710 ) $  (18,438,695 ) $  (23,257,405 )
                       
    LOSS PER COMMON SHARE                  
    - BASIC AND DILUTED             $  (0.11 )
                       
    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 5)           200,650,680  

    See accompany notes to the pro forma condensed consolidated financial statements.



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statements of Comprehensive Income (Loss)
    For the Three Months Ended December 31, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

        Energy Fuels     Titan Uranium        
        Inc.     Inc.        
        Three Months     Three Months     Pro Forma  
        Ended     Ended     Consolidated  
        December 31,     November 30,     Energy Fuels  
        2011     2011     Inc  
                       
    EXPENSES                  
    Administrative $  81,162   $  173,302   $  254,464  
    Accretion-   -     7,881     7,881  
    Consulting   66,749     28,479     95,228  
    Depreciation   18,182     5,008     23,190  
    Foreign exchange loss   151,170     42,971     194,141  
    Insurance   85,576     -     85,576  
    Interest expense   15,687     -     15,687  
    Professional fees   129,273     -     129,273  
    Salaries and other benefits   260,202     -     260,202  
    Shareholder relations   100,726     48,368     149,094  
    Stock-based compensation   11,033     -     11,033  
        (919,760 )   (306,009 )   (1,225,769 )
                       
    OTHER                  
    Finance income   4,339     2,764     7,103  
    Other income   325,084     313,066     638,150  
    Unrealized derivative liability gain   -     21,673     21,673  
    Unrealized loss on marketable securities   -     (8,170 )   (8,170 )
    NET INCOME (LOSS) FOR THE PERIOD   (590,337 )   23,324     (567,013 )
    Foreign currency translation reserve   172,357     -     172,357  
    NET COMPREHENSIVE INCOME (L055) FOR THE PERIOD $  (417,980 ) $  23,324   $  (394,656 )
                       
    LOSS PER COMMON SHARE                  
    - BASIC AND DILUTED               ($0.00 )
                       
    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 5)           213,274,084  

    See accompany notes to the pro forma condensed consolidated financial statements.



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2011 AND THE
    YEAR ENDED SEPTEMBER 30, 2011 (Unaudited)
    (Expressed in U.S. Dollars)

    1. BASIS OF PRESENTATION

    The unaudited pro forma condensed consolidated financial statements have been prepared in connection with the acquisition whereby Energy Fuels Inc. ("Energy Fuels" or "EFI" or the "Company") acquired Titan Uranium Inc. ("Titan") and will continue operations under Energy Fuels.

    The unaudited pro forma condensed consolidated statement of financial position of the Company as at September 30, 2011 and unaudited pro forma condensed consolidated statements of comprehensive income (loss) for the three month period ended December 31, 2011 and for the year ended September 30, 2011 have been prepared by management, using financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") for illustrative purposes only.

    These pro forma statements have been compiled from the consolidated financial statements of the Company and Titan as follows:

    For the statement of financial position:

    • The EFI unaudited condensed consolidated statement of financial position as at September 30, 2011.
    • The Titan unaudited condensed consolidated statement of financial position as at August 31, 2011 which has been translated to U.S. dollars at the August 31, 2011 exchange rate of $1 (CON) = $1.0221 (US).

    For the statements of comprehensive income (loss):

    • The unaudited pro forma condensed consolidated statement of loss for the year ended September 30, 2011 combining the unaudited condensed consolidated statement of comprehensive loss of EFI for the year ended September 30, 2011, and the unaudited condensed consolidated statement of comprehensive loss for Titan for the year ended August 31, 2011. The Titan amounts have been translated to the U.S. dollar for the period shown using the average exchange rate of $1 (CDN) = $1.0109 (US).
    • The unaudited pro forma condensed consolidated statement of comprehensive income (loss) for the three months ended December 31, 2011, combining the unaudited condensed consolidated statement of comprehensive loss of the Company for the three months ended December 31, 2011, and the unaudited condensed consolidated statement of income of Titan for the three months ended November 30, 2011. The Titan amounts have been translated to the U.S. dollar for the period shown using the average exchange rate of $1 (CDN) = $1.0055 (US).

    The unaudited pro forma condensed consolidated statement of financial position at September 30, 2011 reflects the transaction as being completed on September 30, 2011, as described in Note 3. The unaudited pro forma condensed consolidated statement of income (loss) for the three months ended December 31, 2011 and for the year ended September 30, 2011 have been prepared as if the transaction described in Note 3 had occurred on October 1, 2010.

    It is management's opinion that these unaudited pro forma condensed consolidated financial statements present in all material respects, the transaction described in Note 3, in accordance with !FRS, applied on a basis consistent with Energy Fuels accounting policies. The accounting principles used in the preparation of these statements are consistent with the Company's accounting policies as at December 31, 2011. The unaudited pro forma condensed consolidated financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the transaction been effected on the dates indicated. Actual amounts recorded upon consummation of the proposed transaction will likely differ from those recorded in the unaudited pro forma condensed consolidated financial statement information. Any potential synergies that may be realized upon consummation of the transaction have been excluded from the unaudited pro forma condensed financial statement information. Integration costs incurred as a result of the transaction are reflected in the unaudited pro forma condensed consolidated statement of financial position as at September 30, 2011. Further, the pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2011 AND THE
    YEAR ENDED SEPTEMBER 30, 2011 (Unaudited)
    (Expressed in U.S. Dollars)

    2. SIGNIFICANT ACCOUNTING POLICIES

    The accounting policies used in preparing the unaudited pro forma condensed consolidated financial statements are set out in the Company's consolidated financial statements as at December 31, 2011. In preparing the unaudited pro forma condensed consolidated financial statements a review was undertaken by management of Energy Fuels to identify accounting policy differences where the impact was potentially material and could be reasonably estimated. The significant accounting policies of Titan conform in all material respects to those of the Company.

    3. ACQUISITION OF TITAN URANIUM INC.

    On December 5, 2011, the Company and Titan entered into an agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement ("Arrangement"), all of the outstanding common shares of Titan. Titan's primary U.S. mineral property is the Sheep Mountain Project located about 8 miles south of Jeffrey City, Wyoming.

    The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. The Arrangement has been approved by the Toronto Stock Exchange and was approved by the Supreme Court of British Columbia on February 21, 2012. The acquisition was completed on February 29, 2012.

    Pursuant to the Arrangement, Titan shareholders received 0.68 of an EFI common share for each common share of Titan. Under the terms of the Arrangement, all outstanding warrants of Titan became exercisable for common shares in EFI. The number of shares received upon exercise and the exercise price of Titan's outstanding warrants were adjusted proportionately to reflect the share exchange ratio. Under the terms of the Arrangement, all Titan options expired on the business day preceding the transaction close date.

    The cost of acquisition included the fair value of the issuance of the following instruments: 89,063,997 Energy Fuels common shares at C$0.36 per share, plus 14,926,881 share purchase warrants of Energy Fuels, with an average exercise price of C$0.63 per share and a fair value of $540,853.

    Acquisition costs totaled $1,214,384, including the issuance of 1,256,489 EFI common shares to Dundee Securities, Ltd., valued at $430,772 in satisfaction of the advisory fee, bringing the total purchase price to $34,253,756.

    The value of the Energy Fuels shares issued was calculated using the share price of the Company's shares on the date the acquisition closed.

    The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the fair value of the warrants of Titan assumed as part of the acquisition:

      Risk-free rate 0.92% - 0.94%
      Expected life 0.76 — 1.43 years
      Expected volatility 74% - 106%
      Expected dividend yield 0.0%

    The Company acquired, as a result of the acquisition, a liability that provides for a payment obligation of $4,000,000 if the month end spot uranium price exceeds $85 per pound prior to September 30, 2012. The Company has determined that the payment terms constitute an embedded derivative and have valued the derivative liability using a valuation model. The uranium spot price and the expected volatility of the uranium spot price have a significant impact on the value derived from the valuation model. Due to the current month-end spot price of uranium ($51.00), the low volatility of the spot price, and the relative proximity to the expiration of the contract (September 30, 2012) the Company has deemed the derivative liability to be insignificant to these financial statements.

    The transaction was accounted for as an asset purchase and the cost of each item of mineral interests, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2011 AND THE
    YEAR ENDED SEPTEMBER 30, 2011 (Unaudited)
    (Expressed in U.S. Dollars)

    3. ACQUISITION OF TITAN URANIUM INC {continued)

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

      $  
    89,063,997 common shares of EFI   32,498,519  
    Fair value of warrants assumed   540,853  
    Transaction costs incurred   1,214,384  
       Purchase consideration   34,253,756  
           
    The purchase price was allocated as follows:      
       Cash and cash equivalents   297,878  
       Marketable securities   3,446,179  
       EFI shares held by Titan   371,096  
       Prepaid expenses and other assets   221,488  
       Property, plant and equipment   42,917  
       Evaluation and exploration costs   34,323,130  
       Restricted cash   2,007,119  
       Accounts payable and accrued liabilities   (3,025,602 )
       Loans and borrowings   (1,102,891 )
       Due to related parties   (1,026,453 )
       Decommissioning liability   (1,301,105 )
          Net identifiable assets   34,253,756  

    4. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

    The unaudited pro forma condensed consolidated financial statements reflect the following assumptions and adjustments to give effect to the acquisition of all the issued and outstanding common shares of Titan as described in Note 3 as if the transaction had occurred on October 1, 2010.

      a)

    An adjustment of ($361,127) to reflect 1,046,067 shares of EFI held by Titan.

      b)

    An adjustment of $3,400,000 to reflect the sale of Canadian mineral properties to Mega Uranium in exchange for 10,000,000 common shares valued at $0.34 on February 29, 2012,

      c)

    An adjustment of $9,690,934 to reflect the excess of the purchase price of the common shares of Titan over the net assets of Titan acquired.

      d)

    An adjustment of $1,604,628 to reflect the combined cash costs incurred by the Company and Titan to complete the transaction.

      e)

    An adjustment of $32,498,519 to reflect the issuance of 89,063,997 common shares of Energy Fuels in exchange for 130,976,467 common shares of Titan (issued and outstanding as at February 28, 2012). The closing share price of EFI was C$0.36 on February 29, 2012, the acquisition date.

      f)

    An adjustment of $430,772 to reflect 1,256,489 shares issued to Dundee Securities in satisfaction of the advisory fee.

      g)

    An adjustment of $84,519,172 to eliminate Titan's share capital.

      h)

    An adjustment of $540,853 to reflect the issuance of 14,926,881 share purchase warrants of EFI on the basis of 0.68 of a Titan share purchase warrant, which entitles the holder to acquire one common share of EFI at an average exercise price of C$0.63.

      i)

    An adjustment of $16,766,076 to eliminate Titan's contributed surplus.

      j)

    An adjustment of $76,722,426 to eliminate Titan's accumulated deficit.

      k)

    An adjustment of ($821,016) to reflect Titan's cash costs to complete the transaction.




    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2011 AND THE YEAR ENDED
    SEPTEMBER 30, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

    5. PRO FORMA SHARES OUTSTANDING

    The average number of shares used in the computation of pro forma basic and diluted loss per share has been determined as follows:

        Three Months Ended     Year Ended  
        December 31, 2011     September 30, 2011  
    Weighted average shares outstanding of Energy Fuels for the period   123,999,665     111,376,261  
    Issued to acquire Titan Uranium   89,063,997     89,063,997  
    issued to Dundee Securities for advisory fee   1,256,489     1,256,489  
    Treasury shares   (1,046,067 )   (1,046,067 )
    Pro forma basic and diluted weighted average shares of Energy Fuels   213,274,084     200,650,680  

    6. PRO FORMA SHARE CAPITAL

        Number of        
        Shares   $  
    Energy Fuels shares outstanding - September 30, 2011   123,999,665     59,488,437  
                 
    Energy Fuels shares exchanged on the basis of 0.68 shares for each Titan share   89,063,997     32,498,519  
    issued to Dundee Securities for advisory fee   1,256,489     430,772  
    Treasury shares   (1,046,067 )   (361,127 )
    Pro forma common shares - September 30, 2011   213,274,084     92,056,601  



    Exhibit 99.42

    ARRANGEMENT AGREEMENT

    between

    ENERGY FUELS INC.

    - and -

    DENISON MINES CORP.

    May 23, 2012


    TABLE OF CONTENTS

        Page No.
    ARTICLE 1 - DEFINITIONS, INTERPRETATION AND SCHEDULES 1
       1.1 Definitions 1
       1.2 Interpretation Not Affected by Headings 12
       1.3 Number, Gender and Persons 12
       1.4 Date for any Action 12
       1.5 Statutory References 12
       1.6 Currency 12
       1.7 Invalidity of Provisions 12
       1.8 Accounting Matters 13
       1.9 Knowledge 13
       1.10 Meaning of Ordinary Course of Business 13
       1.11 Schedules 13
    ARTICLE 2 - THE TRANSACTION 13
       2.1 Plan of Arrangement; Purchase and Sale of Purchased Shares 13
       2.2 Interim Order 14
       2.3 Final Order 15
       2.4 Proxy Circulars 15
       2.5 Effecting the Arrangement 16
       2.6 Closing 16
       2.7 U.S. Securities Law Matters 16
       2.8 Consultation 17
       2.9 Effective Date 17
    ARTICLE 3 - REPRESENTATIONS AND WARRANTIES 17
       3.1 Representations and Warranties of EFI 17
       3.2 Representations and Warranties of Denison 30
       3.3 Additional Disclosures 44
       3.4 Survival of Representations and Warranties 44
    ARTICLE 4 - COVENANTS 44
       4.1 Covenants of EFI 44
       4.2 Covenants of Denison 50
    ARTICLE 5 - CONDITIONS 56
       5.1 Mutual Conditions 56
       5.2 Conditions of EFI 58
       5.3 Conditions of Denison 60
       5.4 Notice and Cure Provisions 61
       5.5 Merger of Conditions 62
    ARTICLE 6 - SUPERIOR PROPOSALS AND TERMINATION 62
       6.1 Covenants Regarding Superior Proposals 62
       6.2 Termination 64
       6.3 Termination Payment 65
       6.4 Reimbursement of Expenses 66
    ARTICLE 7 - AMENDMENT 66

    - i -



       7.1 Amendment 66
       7.2 Mutual Understanding Regarding Amendments 67
    ARTICLE 8 - GENERAL 67
       8.1 Denison Indemnity 67
       8.2 EFI Indemnity 68
       8.3 Notices 69
       8.4 Remedies 70
       8.5 Expenses 70
       8.6 Time of the Essence 71
       8.7 Entire Agreement 71
       8.8 Further Assurances 71
       8.9 Governing Law 71
       8.10 Execution in Counterparts 71
       8.11 Waiver 71
       8.12 No Personal Liability 71
       8.13 Enurement and Assignment 72
       8.14 United States Tax Considerations 72

    Schedule A - Plan of Arrangement under Section 182 of the Business Corporations Act (Ontario)

    - ii -


    ARRANGEMENT AGREEMENT

    THIS AGREEMENT is made as of May 23, 2012

    BETWEEN:

    ENERGY FUELS INC., a corporation existing under the Business Corporations Act (Ontario)

    (“ EFI )

    - and -

    DENISON MINES CORP. , a corporation existing under the Business Corporations Act (Ontario)

    (“ Denison )

    WHEREAS:

    A.

    The respective boards of directors of EFI and Denison have approved the transactions contemplated hereby, providing for, among other things, (A) the acquisition by EFI of the Purchased Shares and the Acquired Debt (as such terms are hereinafter defined) in consideration for the issuance of the EFI Note (as hereinafter defined); (B) the distribution of interests in the EFI Note to Denison Shareholders on a pro rata basis as part of a reorganization of the capital of Denison; and (C) the repayment of the EFI Note by way of the issuance of the EFI Payment Shares;

       
    B.

    The Parties intend to carry out the proposed transaction by way of a Plan of Arrangement under the provisions of Section 182 of the Business Corporations Act (Ontario);

       
    C.

    The board of directors of Denison has determined that the Plan of Arrangement is in the best interests of Denison, is fair to the Denison Shareholders and has recommended that the Denison Shareholders vote in favour of the Arrangement; and

       
    D.

    The board of directors of EFI has determined that the Purchase and Sale Transaction is in the best interests of EFI and has recommended that the EFI Shareholders vote in favour of the issuance of the EFI Payment Shares in satisfaction of the principal amount of the EFI Note.

    NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), THE PARTIES AGREE AS FOLLOWS:

    ARTICLE 1 - DEFINITIONS, INTERPRETATION AND SCHEDULES

    1.1

    Definitions

    In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:


    - 2 -

      (a)

    1933 Act ” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

         
      (b)

    1934 Act ” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

         
      (c)

    1940 Act ” means the Investment Company Act of 1940, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

         
      (d)

    Acquired Debt ” means all indebtedness of the Denison US Group owing to Denison and the Subsidiaries of Denison other than the Denison US Group as of the Effective Time, as more particularly described in the Denison Disclosure Memorandum;

         
      (e)

    Acquisition Proposal ” means any inquiry or the making of any proposal or offer, or public announcement of an intention to make a proposal or offer, to the Receiving Party or its securityholders from any Person or group of Persons “acting jointly or in concert” (within the meaning of Section 91(1) of the Securities Act (Ontario)) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):


      (i)

    in the case of Denison, the acquisition of all or a substantial part of the US Mining Division; or

         
      (ii)

    in the case of EFI, a significant business combination of EFI’s business with another business or other transaction which would be inconsistent with the Arrangement;


      (f)

    Additional Director Nominees ” means two individuals designated by Denison, and approved by EFI, acting reasonably, prior to the Effective Date;

         
      (g)

    Affiliate ” means an “affiliate” within the meaning of Part XX of the Securities Act (Ontario);

         
      (h)

    Agreement ” means this Arrangement Agreement, together with the schedules attached hereto, as amended, amended and restated or supplemented from time to time;

         
      (i)

    Arrangement ” means the arrangement under the provisions of Section 182 of the OBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment, variation or supplement thereto (i) made in accordance with Section 6.1 of the Plan of Arrangement or (ii) made at the direction of the Court in the Final Order and with the consent of EFI and Denison, each acting reasonably, or (iii) otherwise made in accordance with Section 7.1;

         
      (j)

    Business Day ” means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Toronto, Ontario are open for the conduct of business;

         
      (k)

    Canadian GAAP ” means generally accepted accounting principles in effect from time to time in Canada, being those accounting principles set forth by the Institute of Chartered Accountants in Canada;



    - 3 -

      (l)

    “Claim ” shall have the meaning ascribed to that term in Section 8.1(a) of this Agreement;

         
      (m)

    Code ” means the United States Internal Revenue Code of 1986, as amended;

         
      (n)

    Completion Deadline ” means August 15, 2012, being the latest date by which the Arrangement is to be completed;

         
      (o)

    Confidentiality Agreement ” means the confidentiality agreement dated as of March 12, 2012 between EFI and Denison;

         
      (p)

    Court ” in the context of Article 2 means the Ontario Superior Court of Justice;

         
      (q)

    “Denison Common Shares” means common shares in the capital of Denison as constituted on the date hereof;

         
      (r)

    Denison Disclosure Memorandum ” means the memorandum dated the date hereof delivered by Denison to EFI, as amended or supplemented from time to time in accordance with Section 3.3, with respect to certain matters in this Agreement;

         
      (s)

    Denison Material Agreements ” shall have the meaning ascribed to that term in Section 3.2(p) of this Agreement;

         
      (t)

    Denison Material Entity ” means each of DMHC, White Canyon, Denison Mines (USA) Corp., Denison White Mesa LLC, Denison Henry Mountains LLC, Denison Colorado Plateau LLC, Denison Arizona Strip LLC and Utah Energy Corporation;

         
      (u)

    Denison Material Properties ” shall have the meaning ascribed to that term in Section 3.2(w) of this Agreement;

         
      (v)

    Denison Meeting ” shall have the meaning ascribed to that term in Section 4.2(c) of this Agreement;

         
      (w)

    Denison New Common Shares ” means the shares of a new class of voting common shares in the capital of Denison which Denison will create and issue under the Plan of Arrangement;

         
      (x)

    Denison Offtake Agreement ” shall have the meaning ascribed to that term in subsection 5.1(a)(ii) of this Agreement;

         
      (y)

    Denison Proxy Circular ” shall have the meaning ascribed to that term in Section 4.2(d) of this Agreement;

         
      (z)

    Denison Public Disclosure Documents ” shall have the meaning ascribed to that term in Section 3.2(ee) of this Agreement;

         
      (aa)

    Denison Resolution ” shall have the meaning ascribed to that term in Section 4.2(c) of this Agreement;

         
      (bb)

    Denison Secured Credit Facility ” means Denison’s revolving secured term credit facility with The Bank of Nova Scotia pursuant to an amended and restated credit agreement dated as of June 30, 2011 as described in the Denison Disclosure Memorandum;



    - 4 -

      (cc)

    Denison Shareholder Approval ” shall have the meaning ascribed to that term in subsection 2.2(a)(ii) of this Agreement;

         
      (dd)

    Denison Shareholders ” means, at any time, the holders of Denison Common Shares;

         
      (ee)

    Denison Support Agreements ” means the support agreements entered into between EFI and each of Zebra Holdings and Investments SARL, Lorito Holdings SARL, and each of the directors and officers of Denison who are Denison Shareholders as of the date of this Agreement;

         
      (ff)

    Denison US Group ” means collectively, DMHC, White Canyon and each of the direct and indirect Subsidiaries of DMHC;

         
      (gg)

    Depositary ” means such trust company, bank or financial institution that may be agreed to by the Parties;

         
      (hh)

    Dissent Rights ” means the rights of dissent in respect of the Arrangement, as described in the Plan of Arrangement;

         
      (ii)

    DMHC ” means Denison Mines Holdings Corp., a corporation existing under the laws of the State of Delaware, U.S.;

         
      (jj)

    DMHC Common Shares ” means the shares of common stock, par value US$1.00 per share, in the capital of DMHC as constituted on the date hereof;

         
      (kk)

    DMHC Financial Statements ” shall have the meaning ascribed to that term in subsection 3.2(r)(i) of this Agreement;

         
      (ll)

    DMHC Preferred Shares ” means the shares of preferred stock, par value US$1,000 per share, in the capital of DMHC as constituted on the date hereof;

         
      (mm)

    DMHC Shares ” means all of the issued and outstanding shares of DMHC, being 15.7 DMHC Common Shares and 2,000 DMHC Preferred Shares, subject to adjustment in accordance with Section 8.14(d);

         
      (nn)

    Effective Date ” means the Effective Date as defined in the Plan of Arrangement;

         
      (oo)

    Effective Time ” means the Effective Time as defined in the Plan of Arrangement;

         
      (pp)

    EFI Common Shares ” means common shares in the capital of EFI as constituted on the date hereof (and, for greater certainty, before giving effect to the EFI Share Consolidation);

         
      (qq)

    EFI Disclosure Memorandum ” means the memorandum dated the date hereof delivered by EFI to Denison, as amended or supplemented from time to time in accordance with Section 3.3, with respect to certain matters in this Agreement;

         
      (rr)

    EFI Financial Statements ” means, collectively, the audited consolidated financial statements of EFI for the financial year ended September 30, 2011 and the unaudited condensed consolidated interim statements of EFI for the six months ended March 31, 2012;



    - 5 -

      (ss)

    EFI Material Agreements ” shall have the meaning ascribed to that term in Section 3.1(l) of this Agreement;

         
      (tt)

    EFI Material Properties ” has the meaning ascribed to that term in Section 3.1(r) of this Agreement;

         
      (uu)

    EFI Material Subsidiaries ” means: (i) Energy Fuels Resources Corporation, a corporation existing under the laws of the State of Colorado, U.S.; (ii) Magnum Uranium Corp., a corporation existing under the laws of the province of British Columbia; (iii) Magnum Minerals USA Corp., a corporation existing under the laws of the State of Nevada, U.S.; (iv) Titan Uranium Inc., a corporation existing under the federal laws of the Canada; (v) Uranium Power Corp., a corporation existing under the laws of the province of British Columbia; and (vi) Energy Fuels Wyoming Inc., a corporation existing under the laws of the State of Nevada, U.S.;

         
      (vv)

    EFI Meeting ” shall have the meaning ascribed to that term in Section 4.1(c) of this Agreement;

         
      (ww)

    EFI Note ” means the non-interest bearing promissory note to be issued to Denison by EFI with a principal amount equal to the aggregate fair market value of the EFI Payment Shares on the Effective Date;

         
      (xx)

    EFI Payment Shares ” means 425,441,494 EFI Common Shares or, if the EFI Share Consolidation is effected prior to the Effective Time, 42,544,149 EFI Post-Consolidation Common Shares, which shares are to be issued to Denison Shareholders pursuant to and as part of the Arrangement in satisfaction of the EFI Note;

         
      (yy)

    EFI Post-Consolidation Common Shares ” means common shares in the capital of EFI after giving effect to the EFI Share Consolidation;

         
      (zz)

    EFI Proxy Circular ” shall have the meaning ascribed to that term in Section 4.1(c) of this Agreement;

         
      (aaa)

    EFI Public Disclosure Documents ” shall have the meaning ascribed to that term in Section 3.1(z) of this Agreement;

         
      (bbb)

    EFI Resolution ” shall have the meaning ascribed to that term in Section 4.1(c) of this Agreement;

         
      (ccc)

    EFI Share Consolidation ” means the proposed share consolidation of the EFI Common Shares on the basis of one (1) EFI Post-Consolidation Common Share for each ten (10) EFI Common Shares;

         
      (ddd)

    EFI Shareholder Approval ” means the approval by ordinary resolution of the EFI Shareholders at the EFI Meeting of the issuance of the EFI Payment Shares, and, if required, the consent to the waiver of the application of EFI’s shareholder rights plan to the Arrangement;



    - 6 -

      (eee)

    EFI Shareholders ” means, at any time, the holders of EFI Common Shares;

         
      (fff)

    EFI Support Agreements ” means the support agreements entered into between Denison and each of Dundee Resources Limited, Pinetree Capital Ltd., Mega Uranium Ltd. and each of the directors and officers of EFI who are EFI Shareholders as of the date of this Agreement;

         
      (ggg)

    Encumbrance ” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

         
      (hhh)

    Environmental Approvals ” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions, orders, filings or approvals issued or required by any Governmental Entity pursuant to any Environmental Law;

         
      (iii)

    Environmental Laws ” means all Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

         
      (jjj)

    Final Order ” means the order of the Court pursuant to Subsection 182(5)(f) of the OBCA approving the Arrangement in a form acceptable to the Parties, as such order may be amended at any time prior to the Effective Date with the consent of the Parties, acting reasonably, or if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

         
      (kkk)

    Governmental Entity ” means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

         
      (lll)

    Hazardous Substance ” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material, finished product, intermediate product, by-product or any other material or article, that is listed or regulated under any Environmental Laws as a hazardous substance, toxic substance, waste, contaminant, radioactive materials, radioactive waste, naturally-occurring radioactive materials, technologically-enhanced naturally-occurring radioactive materials or is otherwise listed or regulated under any Environmental Laws because it poses a hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea formaldehyde foam insulation and lead-containing paints or coatings;

         
      (mmm)

    IFRS ” means International Financial Reporting Standards, being the standards and interpretations adopted by the International Accounting Standards Board, as amended from time to time, in effect and generally accepted in Canada as applicable to publicly accountable enterprises;



    - 7 -

      (nnn)

    Interim Order ” means the interim order of the Court in a form acceptable to the Parties providing for, among other things, the calling and holding of the Denison Meeting, as the same may be amended by the Court with the consent of the Parties, acting reasonably;

         
      (ooo)

    KEPCO ” means Korea Electric Power Corporation;

         
      (ppp)

    KEPCO Offtake Agreement ” shall have the meaning ascribed to that term in subsection 5.1(a)(i) of this Agreement;

         
      (qqq)

    KEPCO Strategic Relationship Agreement ” the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO, and KEPCO Canada Uranium Investment Limited Partnership;

         
      (rrr)

    KEPCO Waiver ” means KEPCO’s waiver of its right of first opportunity provided for in Section 4.1 of the KEPCO Strategic Relationship Agreement, or the expiry of KEPCO’s right of first opportunity provided for therein without KEPCO exercising such right;

         
      (sss)

    Laws ” means all applicable laws, including international, national, provincial, state, municipal and local laws (including common and civil law), treaties, statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions, judgments, directives, decisions, rulings, decrees or other requirements of any Governmental Entity or Regulatory Authority having the force of law;

         
      (ttt)

    Letter Agreement ” means the letter agreement between EFI and Denison dated April 16, 2012 relating to the transactions contemplated by this Agreement;

         
      (uuu)

    Liability ” of any person means and includes: (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

         
      (vvv)

    “Losses ” shall have the meaning ascribed to that term in Section 8.1(a) of this Agreement;

         
      (www)

    Match Period ” shall have the meaning ascribed to that term in Section 6.1(c) of this Agreement;

         
      (xxx)

    Material Adverse Effect ” means, in respect of any Party, a state of facts, which either individually or in the aggregate, are or would reasonably be expected to be material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), obligation, capitalization, condition (financial or otherwise), operations or results of operations of that Party or, in the case of Denison, the US Mining Division, taken as a whole, other than any change, effect, event or occurrence:



    - 8 -

      (i)

    relating to the U.S., Canadian or global economy, political conditions or securities markets in general;

         
      (ii)

    affecting the worldwide uranium mining industries in general and which does not have a materially disproportionate effect on the Party or, in the case of Denison, the US Mining Division; or

         
      (iii)

    resulting from changes in the price of uranium;


      (yyy)

    misrepresentation ” shall have the meaning ascribed to that term in the Securities Act (Ontario);

         
      (zzz)

    Notified Party ” shall have the meaning ascribed to that term in Section 6.1(a);

         
      (aaaa)

    NYSE MKT ” means the trading market operated by NYSE MKT LLC;

         
      (bbbb)

    OBCA ” means the Business Corporations Act (Ontario);

         
      (cccc)

    Party ” means either of EFI or Denison and “ Parties ” means both of them;

         
      (dddd)

    Permitted Encumbrances ” means:


      (i)

    minor title defects or irregularities or servitudes, easements, restrictions, encroachments, covenants, rights of way and other similar rights or restrictions in real property or mineral property, or any interest therein, whether registered or unregistered, provided the same are not of such nature as to materially adversely affect the use, operation or enjoyment of the property subject thereto;

         
      (ii)

    undetermined or inchoate liens, charges and privileges (including mechanics’, construction, carriers’, workers’, repairers’, storers’ or similar liens) arising or incurred in the ordinary course of business of the Denison US Group, which individually or in the aggregate do not have a Material Adverse Effect on the Denison US Group;

         
      (iii)

    statutory liens, adverse claims or Encumbrances of any nature whatsoever claimed or held by any Governmental Entity that have not at the time been filed or registered against the title to the properties owned by the Denison US Group or served upon Denison or any member of the Denison US Group pursuant to Laws or that relate to obligations not due or delinquent, save and except for statutory liens, adverse claims or Encumbrances related to Taxes which are due and payable; and

         
      (iv)

    the reservations, limitations and exceptions in any original grants from any Governmental Entity of any real property or mineral property or interest therein and statutory exceptions to title that do not materially detract from the value of the properties of the Denison US Group or materially impair the operation or enjoyment of the properties;


      (eeee)

    Person ” includes an individual, corporation, partnership, trust, joint venture or other form of business organization;



    - 9 -

      (ffff)

    Plan of Arrangement ” means the Plan of Arrangement set forth in Schedule A hereto;

         
      (gggg)

    Purchase and Sale Transaction ” shall have the meaning ascribed to that term in Section 2.1(b);

         
      (hhhh)

    Purchased Shares ” means all of the issued and outstanding White Canyon Shares and all of the issued and outstanding DMHC Shares (other than the DMHC Shares held by White Canyon);

         
      (iiii)

    Receiving Party ” shall have the meaning ascribed to that term in Section 6.1(a) of this Agreement;

         
      (jjjj)

    Receiving Party Board ” shall have the meaning ascribed to that term in Section 6.1(b) of this Agreement;

         
      (kkkk)

    Reclamation Account ” shall have the meaning ascribed to that term in Section 3.2(s) of this Agreement;

         
      (llll)

    Regulatory Authority ” means:


      (i)

    any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

         
      (ii)

    any self-regulatory organization or stock exchange, including the TSX and, as applicable to Denison only, the NYSE MKT;

         
      (iii)

    any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and

         
      (iv)

    any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing;


    (mmmm)

    Release ” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered;

       

    (nnnn)

    Remedial Action ” means any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean- up, remediation, closure, site restoration, remedial response or remedial work;



    - 10 -

      (oooo)

    Representative ” means, in respect of a person, its Subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

       

      (pppp)

    Section 3(a)(10) Exemption ” shall have the meaning ascribed to that term in Section 2.7 of this Agreement;

       

      (qqqq)

    Securities Authorities ” means, collectively, the U.S. Securities and Exchange Commission, the Ontario Securities Commission and the other securities regulatory authorities in each of the provinces of Canada;

       

      (rrrr)

    SEDAR ” means the System for Electronic Document Analysis and Retrieval;

       

      (ssss)

    Share Consideration ” means cash in the aggregate amount of Cdn$10.00 payable by cheque or wire transfer;

       

      (tttt)

    Subsidiary ” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment;

       

      (uuuu)

    Superior Proposal ” means a bona fide Acquisition Proposal that is made in writing after the date of the Letter Agreement and did not result from the breach of Section 4.1(e) or Section 4.2(e), as the case may be, or Section 6.1 by the Receiving Party or its Representatives and that the Receiving Party Board determines in good faith after consultation with its legal and financial advisors:


      (i)

    is made either to the Receiving Party or to all the Receiving Party common shareholders and in compliance with applicable securities Laws;

         
      (ii)

    that funds or other consideration necessary for the consummation of such Acquisition Proposal are available to ensure that the third party will have the funds necessary for the consummation of the Acquisition Proposal;

         
      (iii)

    if consummated in accordance with its terms, would result in a transaction financially superior for the Receiving Party and its securityholders than the Arrangement;

         
      (iv)

    is reasonably capable of completion in accordance with its terms taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; and

         
      (v)

    that the taking of action in respect of such Acquisition Proposal is necessary for the Receiving Party Board in discharge of its fiduciary duties under applicable Laws.


      (vvvv)

    Superior Proposal Notice ” shall have the meaning ascribed to that term in Section 6.1(c) of this Agreement;



    - 11 -

      (wwww)

    Tax ” and “ Taxes ” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any Governmental Entity;

       

      (xxxx)

    Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended;

       

      (yyyy)

    Tax Returns ” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any Governmental Entity or required to be made, prepared or filed with any Governmental Entity relating to Taxes;

       

      (zzzz)

    Titan ” means Titan Uranium Inc.;

       

      (aaaaa)

    Titan Financial Statements ” shall have the meaning ascribed to that term in subsection 3.1(n)(ii) of this Agreement;

       

      (bbbbb)

    TSX ” means the Toronto Stock Exchange;

       

      (ccccc)

    U.S. ” means the United States of America;

       

      (ddddd)

    U.S. Securities Laws” means all applicable U.S. federal and state securities laws and regulations, including, without limitation, the 1933 Act and the 1934 Act and the rules and regulations promulgated from time to time thereunder;

       

      (eeeee)

    US Mining Division ” means all of Denison’s mineral exploration, development and mining assets and operations located in the United States of America owned directly or indirectly by the Denison US Group;

       

      (fffff)

    White Canyon ” means White Canyon Uranium Limited, a corporation existing under the laws of Australia;

       

      (ggggg)

    White Canyon Financial Statements ” shall have the meaning ascribed to that term in subsection 3.2(r)(ii) of this Agreement;

       

      (hhhhh)

    White Canyon Ordinary Shares ” means ordinary shares in the capital of White Canyon as constituted on the date hereof; and



    - 12 -

      (iiiii)

    White Canyon Shares ” means all of the issued and outstanding shares of White Canyon, being 230,679,770 White Canyon Ordinary Shares.


    1.2

    Interpretation Not Affected by Headings

    The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

    1.3

    Number, Gender and Persons

    In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter, and the word person and all words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any Governmental Entity, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

    1.4

    Date for any Action

    If the date on which any action is required to be taken hereunder by either Party is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

    1.5

    Statutory References

    Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

    1.6

    Currency

    Unless otherwise stated, all references in this Agreement to “U.S. dollars”, and “US$” are to lawful money of the United States of America, and references to “Canadian dollars”, “$” and “Cdn$” are to Canadian dollars.

    1.7

    Invalidity of Provisions

    Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.


    - 13 -

    1.8

    Accounting Matters

    Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

    1.9

    Knowledge

    Where the phrases “to the knowledge of EFI”, “to EFI’s knowledge”, “to the knowledge of Denison”, “to Denison’s knowledge” or phrases to similar effect are used: such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon: (a) in the case of EFI, the collective actual knowledge (after reasonable enquiry of those who ought to know) of the President and Chief Executive Officer and the Chief Financial Officer; and (b) in the case of Denison, the collective actual knowledge (after reasonable enquiry of those who ought to know) of the President and Chief Executive Officer and the Chief Financial Officer.

    1.10

    Meaning of Ordinary Course of Business

    In this Agreement the phrase “in the ordinary course of business” shall mean and refer to those activities that are normally conducted by corporations engaged in the exploration, development and mining of uranium and/or vanadium, in the construction and operation of uranium and/or vanadium mines, and in the milling and processing of uranium and/or vanadium ores.

    1.11

    Schedules

    The following schedule is attached to, and is deemed to be incorporated into and form part of, this Agreement:

      Schedule Matter
      A Plan of Arrangement

    ARTICLE 2 - THE TRANSACTION

    2.1

    Plan of Arrangement; Purchase and Sale of Purchased Shares


      (a)

    Subject to the terms and conditions of this Agreement, commencing as of the Effective Time, Denison and EFI shall effect the Arrangement as set forth in the Plan of Arrangement attached hereto in Schedule A.

         
      (b)

    For greater certainty, as the first step of the Plan of Arrangement, Denison shall sell to EFI and EFI shall purchase from Denison (i) all of the Purchased Shares free and clear of all Encumbrances in consideration of the payment by EFI to Denison of the Share Consideration and (ii) all of the Acquired Debt free and clear of all Encumbrances, and in consideration therefor EFI shall issue the EFI Note to Denison (collectively, the “ Purchase and Sale Transaction ”).

         
      (c)

    Unless this Agreement is earlier terminated in accordance with its terms, prior to the Effective Time, the parties shall execute and deliver in escrow all documents required to give effect to the Purchase and Sale Transaction. Without limiting the generality of the foregoing, at such time Denison shall deposit in escrow all certificates, agreements, documents and instruments as required under Section 5.2(j), and EFI shall deposit in escrow all payments, certificates, agreements, documents and instruments as required under Section 5.3(i). Subject to the terms and conditions of this Agreement, such documents shall become effective commencing at the Effective Time, and shall be released from escrow and delivered to the party entitled thereto forthwith after the Effective Time.



    - 14 -

      (d)

    Subject to the terms and conditions of this Agreement, the Plan of Arrangement shall become effective at the Effective Time on the Effective Date.


    2.2

    Interim Order


      (a)

    Denison shall, as soon as reasonably practicable, apply to the Court in a manner acceptable to EFI, acting reasonably, under Section 182 of the OBCA for the Interim Order, which application shall request that the Interim Order provide:


      (i)

    for the class of persons to whom notice is to be provided in respect of the Arrangement and the Denison Meeting and for the manner in which such notice is to be provided;

         
      (ii)

    that the requisite approval for the Denison Resolution shall be 66% of the votes cast on the Denison Resolution by the holders of Denison Common Shares present in person or by proxy at the Denison Meeting (the “ Denison Shareholder Approval ”);

         
      (iii)

    that in all other respects, the terms, conditions and restrictions of the Denison constating documents, including quorum requirements and other matters, shall apply in respect of the Denison Meeting;

         
      (iv)

    for the grant of Dissent Rights to the holders of Denison Common Shares;

         
      (v)

    for notice requirements with respect to the presentation of the application to the Court for the Final Order;

         
      (vi)

    that the Denison Meeting may be adjourned from time to time by management of Denison without the need for additional approval of the Court;

         
      (vii)

    that the record date for Denison Shareholders entitled to notice of and to vote at the Denison Meeting will not change in respect of any adjournment(s) of the Denison Meeting;

         
      (viii)

    that it is Denison’s intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of interests in the EFI Note, the Denison New Common Shares and the EFI Payment Shares to the Denison Shareholders pursuant to the Arrangement to implement the transactions contemplated hereby;

         
      (ix)

    for notice to EFI of the Denison Meeting and the right of the representatives of EFI to attend such meeting;



    - 15 -

      (x)

    that the Plan of Arrangement may be amended as contemplated herein and in accordance with Section 7.1 without notice to or approval of any Denison Shareholders except as required by Section 7.1 or the Interim Order; and

         
      (xi)

    for such other matters as Denison may reasonably require, subject to obtaining the prior consent of EFI, such consent not to be unreasonably withheld or delayed.


      (b)

    The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the Applications referred to in this Section shall be in a form satisfactory to EFI and Denison, acting reasonably.


    2.3

    Final Order

    If the Interim Order is obtained and Denison Shareholder Approval is obtained as provided for in the Interim Order and EFI Shareholder Approval is obtained, then subject to the terms of this Agreement, Denison shall apply to the Court for the Final Order and shall diligently pursue such Application. The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the Applications referred to in this Section shall be in a form satisfactory to EFI and Denison, acting reasonably.

    2.4

    Proxy Circulars


      (a)

    EFI shall prepare and file the EFI Proxy Circular, together with any other documents required by applicable Laws, in all jurisdictions where the EFI Proxy Circular is required to be filed, and mail the EFI Proxy Circular as soon as practicable, but in any event within the prescribed time in order to hold the EFI Meeting and in accordance with all applicable Laws, in and to all jurisdictions where the EFI Proxy Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable securities requirements, and not containing any misrepresentation with respect thereto, other than with respect to any information relating to or provided by Denison. If, at any time prior to the Effective Date, EFI becomes aware that the EFI Proxy Circular contains a misrepresentation, EFI shall promptly prepare a supplement or amendment to the EFI Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to EFI Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws. If, at any time prior to the Effective Date, Denison becomes aware that information relating to or provided by Denison for use in the EFI Proxy Circular contains a misrepresentation, Denison shall immediately advise EFI and EFI shall promptly prepare a supplement or amendment to the EFI Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to EFI Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws.

         
      (b)

    Denison shall prepare and file the Denison Proxy Circular, together with any other documents required by applicable Laws, in all jurisdictions where the Denison Proxy Circular is required to be filed, and mail the Denison Proxy Circular as soon as practicable, but in any event within the prescribed time in order to hold the Denison Meeting and as ordered by the Interim Order, and in accordance with all applicable Laws, in and to all jurisdictions where the Denison Proxy Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable securities requirements, and not containing any misrepresentation with respect thereto, other than with respect to any information relating to or provided by EFI. If, at any time prior to the Effective Date, Denison becomes aware that the Denison Proxy Circular contains a misrepresentation, Denison shall promptly prepare a supplement or amendment to the Denison Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to Denison Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws. If, at any time prior to the Effective Date, EFI becomes aware that information relating to or provided by EFI for use in the Denison Proxy Circular contains a misrepresentation, EFI shall immediately advise Denison and Denison shall promptly prepare a supplement or amendment to the Denison Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to Denison Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws.



    - 16 -

    2.5

    Effecting the Arrangement

    Subject to the rights of termination contained in Section 6.2 hereof, upon the Denison Shareholders providing Denison Shareholder Approval in accordance with the Interim Order, the EFI Shareholders providing EFI Shareholder Approval at the EFI Meeting, the Final Order being issued and satisfaction or waiver of the conditions precedent set forth in Article 5, the Final Order shall be filed by Denison with the applicable government registrar together with such other documents as may be required to effect the Arrangement and from and after the Effective Time, the Plan of Arrangement shall have all of the effects contemplated by law, including the OBCA.

    2.6

    Closing

    The closing of the Arrangement will take place at the offices of Blake, Cassels & Graydon LLP, counsel to Denison in Toronto, Ontario, at 11:00 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as agreed by Denison and EFI.

    2.7

    U.S. Securities Law Matters

    The parties agree that the Arrangement will be carried out with the intention that all Denison New Common Shares, interests in the EFI Note and the EFI Payment Shares will be issued in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the “ Section 3(a)(10) Exemption ”) and will otherwise be in compliance with all U.S. Securities Laws. In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:

      (a)

    the Arrangement will be subject to the approval of the Court;

         
      (b)

    the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

         
      (c)

    the Court will be required to satisfy itself as to the fairness of the terms and conditions of the Arrangement to the Denison Shareholders;



    - 17 -

      (d)

    the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement are approved by the Court as being fair to the Denison Shareholders;

         
      (e)

    Denison will ensure that the Denison Shareholders will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; and

         
      (f)

    the Interim Order will specify that each Denison Shareholder will have the right to appear before the Court so long as they enter an appearance within a reasonable time.


    2.8

    Consultation

    Other than with respect to a press release by either Party announcing the termination of this Agreement in accordance with Section 6.2 of this Agreement and provided the other Party has been notified, EFI and Denison will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity, Securities Authority or stock exchange with respect thereto. Each of EFI and Denison shall use its reasonable commercial efforts to enable each of the other of them to review and comment on all such press releases and filings prior to the release or filing, respectively, thereof.

    2.9

    Effective Date

    The Parties shall each use their reasonable commercial efforts to cause the Effective Date to occur on June 29, 2012.

    ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

    3.1

    Representations and Warranties of EFI

    EFI hereby represents and warrants to Denison as follows and hereby acknowledges that Denison is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:

      (a)

    Organization. Each of EFI and each EFI Material Subsidiary has been duly incorporated and is validly subsisting under its jurisdiction of incorporation and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each of EFI and each EFI Material Subsidiary is registered, licensed or otherwise qualified as an extra provincial corporation or a foreign corporation in each jurisdiction, as applicable, where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on EFI.

         
      (b)

    Capitalization. EFI is authorized to issue an unlimited number of EFI Common Shares, as well as an unlimited number of preferred shares issuable in series, and an unlimited number series A preferred shares (the preferred shares collectively, the “ EFI Preferred Shares ”). As at the date hereof, there are: (i) 214,336,818 EFI Common Shares issued and outstanding; (ii) 12,857,800 EFI Common Shares reserved for issuance upon exercise of currently outstanding options; (iii) no EFI Preferred Shares are issued or outstanding; and (iv) 28,036,881 EFI Common Shares reserved for issuance upon the exercise of currently outstanding warrants. The terms of EFI’s outstanding options and warrants are described in the EFI Disclosure Memorandum. Except for EFI’s outstanding options and warrants and as described in the EFI Disclosure Memorandum and pursuant to this Agreement and the Arrangement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating EFI to issue or sell any shares of EFI or any securities or obligations of any kind convertible into or exchangeable for any shares of EFI. All outstanding EFI Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. There are no outstanding bonds, debentures or other evidences of indebtedness of EFI having the right to vote with the EFI Shareholders on any matter. Except as disclosed in the EFI Disclosure Memorandum, there are no outstanding contractual obligations of EFI to repurchase, redeem or otherwise acquire any outstanding EFI Common Shares or with respect to the voting or disposition of any outstanding EFI Common Shares.



    - 18 -

      (c)

    Authority. EFI has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by EFI as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement and the EFI Disclosure Memorandum by EFI and the completion by EFI of the Arrangement have been authorized by the directors of EFI and, other than the EFI Shareholder Approval, no other corporate proceedings on the part of EFI are necessary to authorize this Agreement or to complete the Arrangement.

         
      (d)

    EFI Material Subsidiaries. EFI directly owns all of the issued and outstanding shares of each of Energy Fuels Resources Corporation, Magnum Uranium Corp., and Titan Uranium Inc. Magnum Uranium Corp. owns all of the issued and outstanding shares of Magnum Minerals USA Corp. Titan Uranium Inc. owns all of the issued and outstanding shares of Uranium Power Corp., which owns all of the issued and outstanding shares of Energy Fuels Wyoming Inc., in each case, which shares constitute all issued and outstanding shares of such respective EFI Material Subsidiary. Except as disclosed in the EFI Disclosure Memorandum, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating any of the EFI Material Subsidiaries to issue or sell any shares or any securities or obligations of any kind convertible into or exchangeable for any shares. All outstanding shares of the EFI Material Subsidiaries have been authorized and are validly issued and outstanding as fully paid and non-assessable shares.

         
      (e)

    Subsidiaries. Except for the EFI Material Subsidiaries or as disclosed in the EFI Disclosure Memorandum, EFI does not own a direct or indirect voting or equity interest of greater than 10% in any corporation, partnership, joint venture or other entity.

         
      (f)

    Enforceability. This Agreement and the EFI Disclosure Memorandum have been duly executed and delivered by EFI. This Agreement constitutes a legal, valid and binding obligations of EFI, enforceable against EFI in accordance with its terms, subject to bankruptcy, insolvency, and other similar Laws affecting creditors’ rights generally, and to general principles of equity.



    - 19 -

      (g)

    Absence of Conflict. Except as disclosed in the EFI Disclosure Memorandum, the execution and delivery by EFI of this Agreement and the EFI Disclosure Memorandum and the performance by EFI of its obligations hereunder and the completion of the Arrangement do not and will not:


      (i)

    require any notice or consent or other material action by any person under, contravene, conflict with, violate, breach or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, amendment, renegotiation, acceleration or other change of any right or obligation or the loss of any benefit to which EFI or any EFI Material Subsidiary is entitled under, or give rise to any rights of first refusal or trigger any change in control provisions or any restriction under, any provision of any contract, agreement, license, permit, certificate, authorization, consent, registration, order, filing, approval, instrument, franchise, lease, arrangement, commitment, understanding or other right, obligation (written or oral), instrument or approval to which EFI or any EFI Material Subsidiary is a party or by which EFI or any EFI Material Subsidiary is bound or affected or to which any of their properties or other assets is subject;

         
      (ii)

    result in the breach, contravention or violation of any of the provisions of, or constitute a default under, or conflict with any of its obligations under:


      A.

    any provision of the articles or by-laws (or their equivalent) or resolutions of the board of directors (or any committee thereof) or shareholders EFI or any EFI Material Subsidiary;

         
      B.

    any judgment, decree, order or award of any Governmental Authority having jurisdiction over EFI or any EFI Material Subsidiary; or

         
      C.

    any Laws; or


      (iii)

    result in the creation or imposition of any Encumbrance over any of the assets of EFI or any EFI Material Subsidiary;


     

    other than any such notices, consents, defaults, terminations, accelerations, rights, violations, contraventions, breaches, defaults or Encumbrances that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on EFI.

         
      (h)

    Government Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by EFI (A) in connection with the execution and delivery of this Agreement or the consummation by EFI of the Arrangement, or (B) in order that the authority of EFI and the EFI Material Subsidiaries to carry on their respective businesses in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement, other than: (i) filings with and approvals required by Securities Authorities and stock exchanges; (ii) any other consents, waivers, permits, orders or approvals referred to in the EFI Disclosure Memorandum; and (iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on EFI.



    - 20 -

      (i)

    Directors’ Approvals. The board of directors of EFI has received a verbal opinion from Dundee Securities Ltd., the financial advisor to EFI, that the EFI Payment Shares issuable pursuant to the Arrangement is fair, from a financial point of view, to EFI and the directors of EFI have unanimously:


      (i)

    determined that the Arrangement is in the best interests of EFI;

         
      (ii)

    resolved to waive the application of EFI’s shareholder rights plan to the Arrangement, subject to obtaining the prior consent of the EFI Shareholders at the EFI Meeting to such waiver;

         
      (iii)

    resolved to recommend that the EFI Shareholders vote in favour of the EFI Resolution; and

         
      (iv)

    authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.


      (j)

    No Defaults. Except as disclosed in the EFI Disclosure Memorandum, neither EFI nor any EFI Material Subsidiary is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by any such Person under any contract, agreement, permit or licence that is material to the conduct of the business of EFI to which it is a party or by which it is bound that would, individually or in the aggregate, have a Material Adverse Effect on EFI.

         
      (k)

    Absence of Changes. Since September 30, 2010, except as set out in the EFI Disclosure Memorandum, the EFI Public Disclosure Documents or expressly contemplated by this Agreement:


      (i)

    EFI has conducted its business only in the ordinary course of business consistent with past practice;

         
      (ii)

    EFI has not incurred or suffered a Material Adverse Effect;

         
      (iii)

    EFI has not effected any amendment to, or proposed to amend, its articles or bylaws;

         
      (iv)

    there has not been any acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the assets of or otherwise acquiring, any business or any corporation, partnership, association or other business organization or division thereof, which transaction would be material to EFI;

         
      (v)

    there has not been any sale, lease, transfer, mortgage, hypothecation or other disposition of any of its assets or properties, real, personal or mixed, immovable or movable (including securities), that are material, individually or in the aggregate, to EFI;

         
      (vi)

    other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by EFI of any debt for borrowed money, any creation or assumption by EFI of any Encumbrance, any making by EFI of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount that do not exceed US$100,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by EFI of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on EFI;



    - 21 -

      (vii)

    other than in the ordinary course of business consistent with past practice, there has not been, nor has EFI agreed to, any material increase in or modification of the compensation payable to or to become payable by EFI to any of its respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of options) made to, for or with any of such directors or officers;

         
      (viii)

    EFI has not effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the outstanding EFI Common Shares, declaration or payment of any dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares;

         
      (ix)

    other than the adoption of IFRS, EFI has not effected any material change in its accounting methods, principles or practices; and

         
      (x)

    EFI has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.


      (l)

    Contracts and Commitments. The EFI Disclosure Memorandum provides a list of all agreements to which EFI or any EFI Material Subsidiary is a party or by which such person is bound which is material to EFI, taken as a whole (the “ EFI Material Agreements ”). Except as disclosed in this Agreement or in the EFI Disclosure Memorandum, all EFI Material Agreements: (i) are valid, binding, in full force and effect in all material respects and enforceable by EFI or the applicable EFI Material Subsidiary in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not, by their terms, require the consent of any of the parties thereto to the Arrangement. Except as disclosed in the EFI Disclosure Memorandum, no agreement to which EFI or any EFI Material Subsidiary is a party commits EFI or any EFI Material Subsidiary to a capital expenditure in excess of US$100,000.

         
      (m)

    Employment Agreements. Other than as disclosed in the EFI Public Disclosure Documents or the EFI Disclosure Memorandum:


      (i)

    Neither EFI nor any EFI Material Subsidiary is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of EFI that cannot be terminated without payment of a maximum of three (3) times such individual’s monthly salary, recognising that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than three (3) times an individual’s monthly salary;



    - 22 -

      (ii)

    Neither EFI nor any EFI Material Subsidiary has any employee or consultant whose employment or contract cannot be terminated without payment upon a maximum of three (3) months’ notice;

         
      (iii)

    Neither EFI nor any EFI Material Subsidiary is: (a) a party to any collective bargaining agreement, (b) to the knowledge of EFI, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement, or (c) subject to any current or, to the knowledge of EFI, pending or threatened strike or lockout;

         
      (iv)

    there are no change of control payments, severance payments or termination payments that EFI or any EFI Material Subsidiary is obligated to pay as a result of completion of the Arrangement, including without limitation, to any consultants, directors, officers, employees or agents;

         
      (v)

    Neither EFI nor any EFI Material Subsidiary is subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the knowledge of EFI, pending or threatened, or any litigation, actual or, to the knowledge of EFI, pending or threatened, relating to employment or termination of employment of employees or independent contractors; and

         
      (vi)

    EFI and each EFI Material Subsidiary has operated in all material respects in accordance with all applicable Laws with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, or, to the knowledge of EFI, pending or threatened, material proceedings before any board or tribunal with respect to any of the above areas.


      (n)

    Financial Matters.


      (i)

    The audited consolidated financial statements of EFI for the financial year ended September 30, 2011 were prepared in accordance with Canadian GAAP, consistently applied, and the unaudited condensed consolidated interim statements of EFI for the six months ended March 31, 2012 were prepared in accordance with IFRS, consistently applied. The EFI Financial Statements fairly present in all material respects the financial condition of EFI at the respective dates indicated and the results of operations of EFI for the periods covered on a consolidated basis. Except as disclosed in the EFI Financial Statements, EFI has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on EFI.



    - 23 -

      (ii)

    The audited consolidated financial statements of Titan for the financial year ended August 31, 2011 and the unaudited consolidated interim statements of Titan for the three months ended November 30, 2011 (collectively, the “ Titan Financial Statements ”), in each case as contained in the business acquisition report of EFI dated May 10, 2012, were prepared in accordance with IFRS, consistently applied. The Titan Financial Statements fairly present in all material respects the financial condition of Titan at the respective dates indicated and the results of operations of Titan for the periods covered on a consolidated basis. Except as disclosed in the Titan Financial Statements, Titan has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, would reasonably be expected to have a Material Adverse Effect on EFI.


      (o)

    Books and Records. The corporate records and minute books of EFI and each EFI Material Subsidiary have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of EFI and each EFI Material Subsidiary in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of EFI and each EFI Material Subsidiary; and (iii) accurately and fairly reflect the basis for the EFI Financial Statements.

         
      (p)

    Litigation. Except as disclosed in the EFI Disclosure Memorandum and except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.1(v) below), there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of EFI, threatened against or relating to EFI or any EFI Material Subsidiary or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on EFI. None of EFI, any EFI Material Subsidiary, nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of EFI and any EFI Material Subsidiary to conduct their respective businesses in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on EFI.

         
      (q)

    Bankruptcy. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of EFI, threatened against or relating to EFI before any Governmental Entity.

         
      (r)

    Title to Properties and Condition of Assets. The EFI Disclosure Memorandum provides a list of all of the mineral properties that are material to EFI, taken as a whole (the “ EFI Material Properties ”). Except as disclosed in either the EFI Disclosure Memorandum or the EFI Public Disclosure Documents, applying customary standards in the mining industry, EFI has sufficient title to or valid leasehold interests in the EFI Material Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Encumbrance, except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on EFI. Each lease and agreement granting rights to the EFI Material Properties is in full force and effect and constitutes a legal, valid and binding agreement of EFI or an EFI Material Subsidiary thereof and EFI and/or the EFI Material Subsidiary, as the case may be, is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. Furthermore, all real and tangible personal property of EFI and the EFI Material Subsidiaries is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on EFI.



    - 24 -

      (s)

    Mineral Reserves and Resources. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of EFI disclosed in the EFI Public Disclosure Documents or the EFI Disclosure Memorandum have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of EFI, taken as a whole, from the amounts disclosed in the EFI Public Disclosure Documents.

         
      (t)

    Operational Matters. Except as would not reasonably be expected to have a Material Adverse Effect on EFI:


      (i)

    all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of EFI and the EFI Material Subsidiaries have been properly and timely paid or accrued;

         
      (ii)

    all mines, mining-related activities and mineral processing activities where EFI or any EFI Material Subsidiary is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws;

         
      (iii)

    all mines located in or on the lands of EFI or any EFI Material Subsidiary or lands pooled or unitized therewith, which have been abandoned by EFI or any EFI Material Subsidiary have been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable Laws; and

         
      (iv)

    all future abandonment, remediation and reclamation obligations have been accurately disclosed publicly by EFI without omission of information that would result in a misrepresentation.


      (u)

    Insurance. EFI maintains policies of insurance with reputable insurers and in amounts covering such risks and with those deductibles as are adequate and usual for companies of similar size and operations in the mining and mineral processing industries. The policies and the coverage provided thereunder are in full force and effect and EFI is in good standing under each policy. EFI has not received notice of, nor has any knowledge of, any fact, condition or circumstance which might reasonably form the basis of any claim, dispute, liability, obligation, action, debt, proceeding or litigation against EFI or any EFI Material Subsidiary which is not in all material respects covered by insurance (subject to standard deductibles) maintained by it and which could have a Material Adverse Effect on EFI.



    - 25 -

      (v)

    Environmental. Except as disclosed in the EFI Public Disclosure Documents or in the EFI Disclosure Memorandum:


      (i)

    EFI and each EFI Material Subsidiary has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI;

         
      (ii)

    all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by EFI and each EFI Material Subsidiary of the real property, assets, mines and other facilities owned or used by EFI and each EFI Material Subsidiary and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of EFI, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement, or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of EFI, no proposals have been made to amend, revoke or replace such material Environmental Approvals;

         
      (iii)

    EFI’s and the EFI Material Subsidiaries’ properties have not been used by EFI or any EFI Material Subsidiary, or to the knowledge of EFI, any other person previously or currently in control of EFI’s and the EFI Material Subsidiaries’ properties, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on EFI. None of EFI, any EFI Material Subsidiary, nor, to the knowledge of EFI, any other person in control of any of EFI’s and the EFI Material Subsidiaries’ properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of EFI’s and the EFI Material Subsidiaries’ properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of EFI’s and the EFI Material Subsidiaries’ properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, there are no Hazardous Substances at, in, on, under or migrating from any of EFI’s and the EFI Material Subsidiaries’ properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on EFI;



    - 26 -

      (iv)

    None of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to EFI’s knowledge, any similar federal or state lists; (ii) to the knowledge of EFI, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against EFI or any EFI Material Subsidiary, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, no site or facility now or previously owned, operated or leased by EFI or any EFI Material Subsidiary is listed or, to the knowledge of EFI, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action;

         
      (v)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect on EFI, none of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of EFI’s and EFI Material Subsidiaries’ properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of EFI have a Material Adverse Effect on EFI; or (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of EFI or any EFI Material Subsidiary; and

         
      (vi)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to EFI, EFI has not received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order, or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.


      (w)

    Tax Matters. Except as disclosed in the EFI Public Disclosure Documents or the EFI Disclosure Memorandum or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on EFI:


      (i)

    Each of EFI and each EFI Material Subsidiary has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

         
      (ii)

    Each of EFI and each EFI Material Subsidiary has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld all Taxes, payroll deductions and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it;



    - 27 -

      (iii)

    the charges, accruals and reserves for Taxes reflected on the EFI Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are adequate under Canadian GAAP or IFRS, as applicable, to cover Taxes accruing through the date hereof;

         
      (iv)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of EFI, threatened against EFI or any EFI Material Subsidiary that propose to assess Taxes in addition to those reported in the Tax Returns; and

         
      (v)

    no waiver of any statute of limitations with respect to Taxes has been given or requested with respect to EFI or any EFI Material Subsidiary.


      (x)

    Pension and Employee Benefits. Where applicable, EFI and each EFI Material Subsidiary has complied with all of the terms of the pension and other employee compensation and benefit obligations of EFI and each such Subsidiary, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon EFI and each EFI Material Subsidiary other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on EFI.

         
      (y)

    Reporting Status. EFI is a reporting issuer or its equivalent in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The EFI Common Shares are listed on the TSX.

         
      (z)

    Reports. Since September 30, 2010, EFI has timely filed with the Securities Authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to herein as the “ EFI Public Disclosure Documents ”). The EFI Public Disclosure Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (ii) complied with the requirements of applicable securities Laws, including the rules, policies and instruments of all Securities Authorities having jurisdiction over EFI, except where such non- compliance has not and would not reasonably be expected to have a Material Adverse Effect on EFI. EFI has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.



    - 28 -

      (aa)

    Compliance with Laws. Except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.1(v) above), EFI and each EFI Material Subsidiary has complied with and is not in violation of any applicable Law other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on EFI.

         
      (bb)

    Restrictions on Business Activities. Except as disclosed in the EFI Disclosure Memorandum, there is no agreement, judgment, injunction, order or decree binding upon EFI or any EFI Material Subsidiary that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any material business practice of EFI or any EFI Material Subsidiary, any acquisition of material property by EFI or any EFI Material Subsidiary or the conduct of business by EFI and the EFI Material Subsidiaries as currently conducted.

         
      (cc)

    No Cease Trade. EFI is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of EFI, no investigation or other proceedings involving EFI that may operate to prevent or restrict trading of any securities of EFI are currently in progress or pending before any applicable stock exchange or Securities Authority.

         
      (dd)

    No Option on Assets. Except as disclosed in the EFI Disclosure Memorandum, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from EFI or any EFI Material Subsidiary any of the material assets of EFI, other than as described or contemplated herein.

         
      (ee)

    Certain Contracts. Except as disclosed in the EFI Disclosure Memorandum, none of EFI or any EFI Material Subsidiary is a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to: (i) limit the manner or the localities in which all or any material portion of the business of EFI and the EFI Material Subsidiaries is conducted; (ii) limit any business practice of EFI or any EFI Material Subsidiary in any material respect; or (iii) restrict any acquisition or disposition of any property by EFI or any EFI Material Subsidiary in any material respect.

         
      (ff)

    No Indebtedness. None of EFI nor any EFI Material Subsidiary owes any money to, has any present loans to, has borrowed any monies from, or is otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with EFI and the EFI Material Subsidiaries, except as set forth in the EFI Financial Statements.

         
      (gg)

    No Agreement to Merge. Except for the Letter Agreement and this Agreement, none of EFI nor any EFI Material Subsidiary has any agreement of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations.

         
      (hh)

    Disclosure Controls and Procedures. EFI has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by EFI under applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported within the time periods specified in the applicable Laws. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by EFI in EFI’s reports and other filings under applicable laws (including applicable securities Laws) is accumulated and communicated to EFI’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



    - 29 -

      (ii)

    Accounting Controls. EFI maintains internal control over financial reporting. EFI believes such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (i) pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the assets of EFI; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS that the receipts and expenditures of EFI is being made only in accordance with authorizations of management and directors of EFI; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of EFI’s assets that could have a material effect on its financial statements. There are no significant deficiencies in the design or operation of, or material weaknesses in, EFI’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, and there is no known fraud that involves management or other employees who have a significant role in EFI’s internal control over financial reporting. Since September 30, 2010, EFI has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of EFI regarding questionable accounting or auditing matters.

         
      (jj)

    Disclosure of Material Contracts. Since September 30, 2010, all contracts and agreements required to be filed by EFI on SEDAR pursuant to applicable securities Laws have been filed on SEDAR by EFI and, except as set out in the EFI Disclosure Memorandum, or as contemplated herein, none of EFI nor any EFI Material Subsidiary has approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by EFI or any EFI Material Subsidiary, whether by asset sale, transfer of shares or otherwise.

         
      (kk)

    Foreign Private Issuer. EFI is a “foreign private issuer” as defined in Rule 405 under the 1933 Act.

         
      (ll)

    Investment Company Status. EFI is not registered, and is not required to be registered, as an “investment company” under the 1940 Act.

         
      (mm)

    Property and Related Payments . Except as disclosed in the EFI Disclosure Memorandum, none of EFI or any of the EFI Material Subsidiaries is required, pursuant to any agreement to which it is a party, to make any payment to earn or acquire an interest in any EFI Material Property or on account of any royalty in respect of any EFI Material Property, other than payments to Governmental Entities in the ordinary course of business.

         
      (nn)

    Vote Required. EFI Shareholder Approval requires the approval as required by the TSX pursuant to section 611 of the TSX Company Manual, and is necessary to approve the Arrangement. The amendment to the articles of incorporation of EFI relating to the EFI Share Consolidation requires the approval of a special resolution of the EFI Shareholders. Other than the approvals set forth in this Section 3.1(nn), no other approvals or authorizations of the EFI Shareholders are required to give effect to the Arrangement and the transactions contemplated by this Agreement.



    - 30 -

      (oo)

    No Broker’s Commission. Except as disclosed in the EFI Disclosure Memorandum, EFI has not entered into any agreement that would entitle any person to any valid claim against EFI for a broker’s commission, finder’s fee or any like payment in respect of the Arrangement.

         
      (pp)

    1934 Act Matters. No securities of EFI or any EFI Material Subsidiary are registered or required to be registered under Section 12 of the 1934 Act, and neither EFI nor any EFI Material Subsidiary is required to file reports under Section 13 or Section 15(d) of the 1934 Act.


    3.2

    Representations and Warranties of Denison

    Denison hereby represents and warrants to EFI as follows and hereby acknowledges that EFI is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement as follows:

      (a)

    Organization. Each of Denison and each Denison Material Entity has been duly incorporated and is validly subsisting under its jurisdiction of incorporation, and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each Denison Material Entity is registered, licensed or otherwise qualified as an extra provincial corporation or a foreign corporation in each jurisdiction, as applicable, where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on the Denison US Group.

         
      (b)

    White Canyon Capitalization. White Canyon is authorized to issue an unlimited number of ordinary shares. As of the date hereof, there are 230,679,770 White Canyon Shares issued and outstanding, and such shares are the only issued and outstanding shares of White Canyon. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating White Canyon to issue or sell any shares of White Canyon or any securities or obligations of any kind convertible into or exchangeable for any shares of White Canyon. All outstanding White Canyon Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.

         
      (c)

    DMHC Capitalization. DMHC is authorized to issue 100 DMHC Common Shares and 5,000 DMHC Preferred Shares. As of the date hereof, there are 15.7 DMHC Common Shares and 2,000 DMHC Preferred Shares issued and outstanding, and such shares are the only issued and outstanding shares of DMHC. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre- emptive, contingent or otherwise) obligating DMHC to issue or sell any shares of DMHC or any securities or obligations of any kind convertible into or exchangeable for any shares of DMHC, other than pursuant to this Agreement. All outstanding DMHC Shares have been authorized and are validly issued and outstanding as fully paid and non- assessable shares, free of pre-emptive rights,



    - 31 -

      (d)

    White Canyon Shares and DMHC Shares. Denison is the registered and beneficial owner of all of the issued and outstanding White Canyon Shares, with good and marketable title thereto, free and clear of all Encumbrances other than under the Denison Secured Credit Facility and as set out in the Denison Disclosure Memorandum, and has the exclusive right to dispose of the White Canyon Shares as provided in this Agreement. Denison and White Canyon are the registered and beneficial owners of all of the issued and outstanding DMHC Shares, with good and marketable title thereto, free and clear of all Encumbrances other than under the Denison Secured Credit Facility, and have the exclusive right to dispose of the White Canyon Shares as provided in this Agreement. Other than pursuant to the Denison Secured Credit Facility, none of the DMHC Shares or the White Canyon Shares is subject to (i) any contract or agreement or restriction which in any way limits or restricts the transfer to EFI of the DMHC Shares and the White Canyon Shares or (ii) any voting trust, pooling agreement, shareholder agreement, voting agreement or other contract, arrangement or understanding with respect to the voting of the DMHC Shares or the White Canyon Shares. On completion of the Transaction, Denison will have no ownership interest in DMHC and White Canyon, whether direct or indirect, actual or contingent, and EFI shall have good title to the DMHC Common Shares the White Canyon Shares, free and clear of all Encumbrances created by Denison or its Affiliates. DMHC and White Canyon own all of the assets, undertakings and operations of the US Mining Division.

         
      (e)

    White Canyon. White Canyon holds no material assets other than 4.7 DMHC Common Shares, and has no material liabilities or obligations, whether accrued, absolute, contingent or otherwise, other than a portion of the Acquired Debt owing to Denison, as set forth in the Denison Disclosure Memorandum to be assigned by Denison to EFI as part of the Purchase and Sale Transaction.

         
      (f)

    Subsidiaries . DMHC directly owns all of the issued and outstanding shares of each member of the Denison US Group, in each case which shares constitute all issued and outstanding shares of such respective member of the Denison US Group. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating any member of the Denison US Group to issue or sell any shares or any securities or obligations of any kind convertible into or exchangeable for any shares. All outstanding shares of each member of the Denison US Group have been authorized and are validly issued and outstanding as fully paid and non-assessable shares.

         
      (g)

    Denison Material Entities . The Denison Material Entities are the only members of the Denison US Group that (i) are material to the Denison US Group taken as a whole and (ii) hold assets or properties which are material to the Denison US Group taken as a whole. Except for the Denison Material Entities, none of Denison, DMHC or White Canyon owns a direct or indirect voting or equity interest of greater than 10% in any corporation, partnership, joint venture or other entity which forms part of the US Mining Division, other than Denison Mines Recovery Corp., Denison Recovery LLC, Urizon Recovery Systems LLC, Denison Properties LLC, IUC Reno Creek LLC, and Denison Environmental Services LLC.



    - 32 -

      (h)

    Acquired Debt . The Acquired Debt is as described in Schedule A to the Denison Disclosure Memorandum, and is collectible at full face value without set-off or counterclaim, and is free and clear of all Encumbrances.

         
      (i)

    Authority. Denison has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Denison as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement and the Denison Disclosure Memorandum by Denison and the completion by Denison of the Arrangement have been authorized by the directors of Denison and, other than the Denison Shareholder Approval required in connection with the completion of the Arrangement, no other corporate proceedings on the part of Denison are necessary to authorize this Agreement or to complete the Arrangement.

         
      (j)

    Enforceability. This Agreement and the Denison Disclosure Memorandum have been duly executed and delivered by Denison, This Agreement constitutes a legal, valid and binding obligation of Denison, enforceable against Denison in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

         
      (k)

    Absence of Conflicts. Except as disclosed in the Denison Disclosure Memorandum, the execution and delivery by Denison of this Agreement and the Denison Disclosure Memorandum and the performance by Denison of its obligations hereunder and the completion of the Arrangement do not and will not:


      (i)

    require any notice or consent or other material action by any person under, contravene, conflict with, violate, breach or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, amendment, renegotiation, acceleration or other change of any right or obligation or the loss of any benefit to which any Denison Material Entity is entitled under, or give rise to any rights of first refusal or trigger any change in control provisions or any restriction under, any provision of any contract, agreement, license, permit, certificate, authorization, consent, registration, order, filing, approval, instrument, franchise, lease, arrangement, commitment, understanding or other right, obligation (written or oral), instrument or approval to which any Denison Material Entity is a party or by which any Denison Material Entity is bound or affected or to which any of its properties or other assets is subject;

         
      (ii)

    result in the breach, contravention or violation of any of the provisions of, or constitute a default under, or conflict with any of its obligations under:


      A.

    any provision of the articles or by-laws (or their equivalent) or resolutions of its board of directors (or any committee thereof) or shareholders of any of Denison or any Denison Material Entity;

         
      B.

    any judgment, decree, order or award of any Governmental Authority having jurisdiction over Denison or any Denison Material Entity; or

         
      C.

    any Laws; or



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      (iii)

    result in the creation or imposition of any Encumbrance over any of the DMHC Shares, the White Canyon Shares, or the assets of the Denison US Group,


     

    other than any such notices, consents, defaults, terminations, accelerations, rights, violations, contraventions, breaches, defaults or Encumbrances that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Denison US Group.

         
      (l)

    Government Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by Denison or any Denison Material Entity (A) in connection with the execution and delivery of this Agreement or the consummation by Denison of the Arrangement, or (B) in order that the authority of the Denison US Group to carry on its business in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement, other than: (i) filings with and approvals required by Securities Authorities and stock exchanges; (ii) any other consents, waivers, permits, orders or approvals referred to in the Denison Disclosure Memorandum; and (iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group.

         
      (m)

    Directors’ Approvals. The board of directors of Denison has received a verbal opinion from Haywood Securities Inc., the financial advisor to Denison, that the consideration to be received by Denison Shareholders in connection with the Arrangement is fair, from a financial point of view, to the Denison Shareholders, and the directors of Denison have unanimously:


      (i)

    determined that the Arrangement is fair to the Denison Shareholders and is in the best interests of Denison;

         
      (ii)

    resolved to recommend that the Denison Shareholders vote in favour of the Denison Resolution; and

         
      (iii)

    authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.


      (n)

    No Defaults . Except as disclosed in the Denison Disclosure Memorandum, neither Denison nor any Denison Material Entity is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Denison or any Denison Material Entity under any contract, agreement, permit or licence that is material to the conduct of the business of the US Mining Division to which it is a party or by which it is bound that would, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group.

         
      (o)

    Absence of Changes. Since December 31, 2010, except as disclosed in the Denison Disclosure Memorandum or expressly contemplated by this Agreement:


      (i)

    Denison and each Denison Material Entity have conducted their business only in the ordinary course of business consistent with past practice;



    - 34 -

      (ii)

    Neither Denison nor any Denison Material Entity has incurred or suffered a Material Adverse Effect;

         
      (iii)

    Neither Denison nor any Denison Material Entity has effected any amendment to, or proposed to amend, its articles or bylaws;

         
      (iv)

    there has not been any acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the assets of or otherwise acquiring, any business or any corporation, partnership, association or other business organization or division thereof, which transaction would be material to the Denison US Group;

         
      (v)

    there has not been any sale, lease, transfer, mortgage, hypothecation or other disposition of any of the assets or properties, real, personal or mixed, immovable or movable (including securities) of any Denison Material Entity, that are material, individually or in the aggregate, to the Denison US Group;

         
      (vi)

    other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Denison or any Denison Material Entity of any debt for borrowed money, any creation or assumption by Denison or a Denison Material Entity of any Encumbrance, any making by Denison or a Denison Material Entity of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount that does not exceed US$250,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by Denison or a Denison Material Entity of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group;

         
      (vii)

    other than in the ordinary course of business consistent with past practice, there has not been, nor has Denison nor any Denison Material Entity agreed to, any material increase in or modification of the compensation payable to or to become payable by Denison or any Denison Material Entity to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of options) made to, for or with any of such directors or officers;

         
      (viii)

    Denison has not effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the outstanding Denison Common Shares, declaration or payment of any dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares;

         
      (ix)

    other than the adoption of IFRS, Denison has not effected any material change in its accounting methods, principles or practices; and



    - 35 -

      (x)

    neither Denison nor any Denison Material Entity has adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.


      (p)

    Contracts and Commitments. The Denison Disclosure Memorandum provides a list of all agreements to which Denison or a Denison Material Entity is a party or by which it is bound which are material to the Denison US Group, taken as a whole (the “ Denison Material Agreements ”). Except as disclosed in this Agreement or in the Denison Disclosure Memorandum, all Denison Material Agreements: (i) are valid, binding, in full force and effect in all material respects and enforceable by Denison or such Denison Material Entity in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not, by their terms, require the consent of any of the parties thereto to the Arrangement. Except as disclosed in the Denison Disclosure Memorandum, no agreement to which Denison or any Denison Material Entity is a party commits Denison or any Denison Material Entity to a capital expenditure in excess of US$250,000.

         
      (q)

    Employment Agreements. Other than as disclosed in the Denison Public Disclosure Documents or the Denison Disclosure Memorandum:


      (i)

    Neither Denison nor any Denison Material Entity is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of any Denison Material Entity that cannot be terminated without payment of a maximum of three (3) times such individual’s monthly salary, recognising that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than three (3) times an individual’s monthly salary;

         
      (ii)

    no Denison Material Entity has any employee or consultant whose employment or contract with such member of the Denison US Group cannot be terminated without payment upon a maximum of three (3) months’ notice;

         
      (iii)

    no Denison Material Entity is subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the knowledge of Denison, pending or threatened, or any litigation, actual or, to the knowledge of Denison, pending or threatened, relating to employment or termination of employment of employees or independent contractors;

         
      (iv)

    each Denison Material Entity has operated in all material respects in accordance with all applicable Law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, or, to the knowledge of Denison, pending or threatened, material proceedings before any board or tribunal with respect to any of the above areas;



    - 36 -

      (v)

    there are no change of control payments, severance payments or termination payments that any Denison Material Entity is obligated to pay, including without limitation, to any consultants, directors, officers, employees or agents; and

         
      (vi)

    no Denison Material Entity: (a) is a party to any collective bargaining agreement; (b) is, to the knowledge of Denison, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement; or (c) is subject to any current, or to the knowledge of Denison, pending or threatened, strike or lockout.


      (r)

    Financial Matters.


      (i)

    The audited consolidated financial statements of DMHC as at and for the financial years ended December 31, 2011 and 2010 and the unaudited condensed interim consolidated financial statements of DMHC as at and for the three months ended March 31, 2012 (collectively, the “ DMHC Financial Statements ”) were prepared in accordance with IFRS, consistently applied, and will fairly present in all material respects the financial condition of DMHC at the respective dates indicated and the results of operations of DMHC for the periods covered on a consolidated basis. Except as disclosed in the DMHC Financial Statements, DMHC has no liabilities and obligations (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on DMHC.

         
      (ii)

    The audited financial statements of White Canyon for the financial years ended June 30, 2010 and June 30, 2011 (collectively, the “ White Canyon Financial Statements ”) were prepared in accordance with IFRS and audited in accordance with Australian Auditing Standards, consistently applied, and the White Canyon Financial Statements fairly present in all material respects the financial condition of White Canyon at the respective dates indicated and the results of operations of White Canyon for the periods covered on a consolidated basis. Except as disclosed in the White Canyon Financial Statements, White Canyon has no liabilities and obligations (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on White Canyon.


      (s)

    Reclamation Account. As of March 31, 2012, DMHC held no less than US$24,668,000 in restricted cash and investments deposited to collateralize reclamation obligations (the “ Reclamation Account ”), as more particularly described in the Denison Disclosure Memorandum.

         
      (t)

    Books and Records. The corporate records and minute books of Denison and each Denison Material Entity have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of Denison and each Denison Material Entity in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Denison, and each Denison Material Entity, respectively; and (iii) accurately and fairly reflect the basis for the DMHC Financial Statements and the White Canyon Financial Statements, as the case may be.



    - 37 -

      (u)

    Litigation. Except as disclosed in the Denison Disclosure Memorandum and except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.2(aa) below), there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Denison, threatened against or relating to Denison or any Denison Material Entity or affecting any of the properties or assets of the US Mining Division before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on the Denison US Group. Neither Denison nor any Denison Material Entity or any of the properties or assets comprising the US Mining Division is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Denison or any Denison Material Entity to conduct the business of the US Mining Division in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on the Denison US Group.

         
      (v)

    Bankruptcy. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Denison, threatened against or relating to Denison or any Denison Material Entity before any Governmental Entity.

         
      (w)

    Title to Properties and Condition of Assets. The Denison Disclosure Memorandum provides a list of all of the mineral properties that are material to the Denison US Group, taken as a whole (the “ Denison Material Properties ”). Except as disclosed in either the Denison Disclosure Memorandum or the Denison Public Disclosure Documents, applying customary standards in the mining industry, the Denison Material Entities have sufficient title to or valid leasehold interests in the properties comprising the US Mining Division to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Encumbrance, except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the Denison US Group. Each lease and agreement granting rights to the properties comprising the US Mining Division is in full force and effect and constitutes a legal, valid and binding agreement of a Denison Material Entity and such Denison Material Entity is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. Furthermore, all real and tangible personal property of the Denison US Group is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on the Denison US Group.

         
      (x)

    Mineral Reserves and Resources. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of the Denison US Group disclosed in the Denison Public Disclosure Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of the Denison US Group, taken as a whole, from the amounts disclosed in the Denison Public Disclosure Documents.



    - 38 -

      (y)

    Operational Matters. Except as would not reasonably be expected to have a Material Adverse Effect on the Denison US Group:


      (i)

    all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of the Denison US Group have been properly and timely paid or accrued;

         
      (ii)

    all mines, mining-related activities and mineral processing activities where a Denison Material Entity is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws;

         
      (iii)

    all mines located in or on the lands of any Denison Material Entity or lands pooled or unitized therewith, which have been abandoned by any Denison Material Entity have been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable Laws; and

         
      (iv)

    all future abandonment, remediation and reclamation obligations of the Denison US Group have been accurately disclosed publicly by Denison without omission of information that would result in a misrepresentation.


      (z)

    Insurance . Denison maintains policies of insurance relating to the US Mining Division with reputable insurers and in amounts covering such risks and with those deductibles as are adequate and usual for companies of similar size and operations in the mining and mineral processing industries. The policies and the coverage provided thereunder are in full force and effect and Denison is in good standing under each policy. Denison has not received notice of, nor has any knowledge of, any fact, condition or circumstance which might reasonably form the basis of any claim, dispute, liability, obligation, action, debt, proceeding or litigation against any Denison Material Entity which is not in all material respects covered by insurance (subject to standard deductibles) maintained by it and which could have a Material Adverse Effect on the Denison US Group.

         
      (aa)

    Environmental. Except as disclosed in the Denison Disclosure Memorandum or the Denison Public Disclosure Documents:


      (i)

    each Denison Material Entity has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Denison US Group;

         
      (ii)

    all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any Denison Material Entity of the real property, assets, mines and other facilities owned or used by any Denison Material Entity and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of Denison, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of Denison, no proposals have been made to amend, revoke or replace such material Environmental Approvals;



    - 39 -

      (iii)

    the properties comprising the US Mining Division have not been used by any Denison Material Entity, or to the knowledge of Denison, any other person previously or currently in control of the properties comprising the US Mining Division, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. No Denison Material Entity, nor, to the knowledge of Denison, any other person in control of any of the properties comprising the US Mining Division, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of the properties comprising the US Mining Division, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. To the knowledge of Denison, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the properties comprising the US Mining Division have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. To the knowledge of Denison, there are no Hazardous Substances at, in, on, under or migrating from any of the properties comprising the US Mining Division, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on the Denison US Group;

         
      (iv)

    no Denison Material Entity nor any other person for whose actions Denison may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to Denison’s knowledge, any similar federal or state lists; (ii) to the knowledge of Denison, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against any Denison Material Entity, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. To the knowledge of Denison, no site or facility now or previously owned, operated or leased by any Denison Material Entity is listed or, to the knowledge of Denison, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action;



    - 40 -

      (v)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect on the Denison US Group, no Denison Material Entity nor any other person for whose actions any Denison Material Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of Denison’s of the Denison US Group’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of Denison have a Material Adverse Effect on the Denison US Group; or (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of any Denison Material Entity; and

         
      (vi)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to the Denison US Group, neither Denison nor any Denison Material Entity has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.


      (bb)

    Tax Matters. Except as disclosed in the Denison Public Disclosure Documents or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Denison US Group:


      (i)

    Denison and each member of the Denison US Group has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon, in Denison’s case as such matters relate to the Denison US Group only;

         
      (ii)

    Denison and each member of the Denison US Group has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld all Taxes, payroll deductions and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it, in Denison’s case as such matters relate to the Denison US Group only;

         
      (iii)

    the charges, accruals and reserves for Taxes reflected on the DMHC Financial Statements and the White Canyon Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are adequate under IFRS to cover Taxes with respect to DMHC, White Canyon and any member of the Denison US Group accruing through the date hereof;



    - 41 -

      (iv)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Denison, threatened against any member of the Denison US Group that propose to assess Taxes in addition to those reported in the respective Tax Returns;

         
      (v)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Denison, threatened against Denison that propose to assess Taxes on the Denison US Group in addition to those reported in the Tax Returns or that would otherwise impose tax obligations on the Denison US Group;

         
      (vi)

    no waiver of any statute of limitations with respect to Taxes has been given or requested with respect to any member of the Denison US Group;

         
      (vii)

    Denison will not owe any United States federal income tax as a result of Purchase and Sale Transaction; and

         
      (viii)

    Neither Denison nor any member of the Denison US Group has an unsatisfied withholding liability as that term is used in United States Treasury Regulation section 1.1445-3(c)(3).


      (cc)

    Pension and Employee Benefits. Where applicable, Denison and each Denison Material Entity has complied with all of the terms of the pension and other employee compensation and benefit obligations of Denison and such Denison Material Entity, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Denison or such Denison Material Entity other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Denison US Group.

         
      (dd)

    Reporting Status. Denison is a reporting issuer or its equivalent in each of the Provinces of Canada. The Denison Common Shares are listed on the TSX and the NYSE MKT.

         
      (ee)

    Reports. Since December 31, 2010, Denison has timely filed with the Securities Authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to herein as the “ Denison Public Disclosure Documents ”). The Denison Public Disclosure Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (ii) complied with the requirements of applicable securities Laws, including the rules, policies and instruments of all Securities Authorities having jurisdiction over Denison, except where such non- compliance has not and would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. Denison has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.



    - 42 -

      (ff)

    Compliance with Laws. Except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.2(aa) above), each Denison Material Entity has complied with and is not in violation of any applicable Law other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group.

         
      (gg)

    Restrictions on Business Activities. Except as disclosed in the Denison Disclosure Memorandum, there is no agreement, judgment, injunction, order or decree binding upon Denison or any Denison Material Entity that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any material business practice of any member of the Denison US Group or any acquisition of material property by any member of the Denison US Group or the conduct of business by the Denison US Group as currently conducted.

         
      (hh)

    No Cease Trade. Denison is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of Denison, no investigation or other proceedings involving Denison that may operate to prevent or restrict trading of any securities of Denison are currently in progress or pending before any applicable stock exchange or Securities Authority.

         
      (ii)

    No Option on Assets. Other than KEPCO or its Affiliates pursuant to the KEPCO Strategic Relationship Agreement, or as otherwise described or contemplated herein, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Denison or any member of the Denison US Group of any of the securities of any member of the Denison US Group or any of the material assets of the US Mining Division.

         
      (jj)

    Certain Contracts. Except as disclosed in the Denison Disclosure Memorandum, neither Denison nor any member of the Denison US Group is a party to or bound by any non- competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to: (i) limit the manner or the localities in which all or any material portion of the business of the US Mining Division; (ii) limit any business practice of any member of the Denison US Group in any material respect; or (iii) restrict any acquisition or disposition of any property by any member of the Denison US Group in any material respect.

         
      (kk)

    No Indebtedness. No member of the Denison US Group owes any money to, has any present loans to, has borrowed any monies from, or is otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with Denison and the Denison US Group.

         
      (ll)

    No Agreement to Merge. Except for the Letter Agreement and this Agreement, neither Denison nor any member of the Denison US Group has any agreement of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations which would affect or relate to the US Mining Division.



    - 43 -

      (mm)

    Disclosure Controls and Procedures. Denison has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by Denison under applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported within the time periods specified in the applicable Laws. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Denison in Denison’s reports and other filings under applicable laws (including applicable securities Laws) is accumulated and communicated to Denison’s management, including its President and Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

         
      (nn)

    Accounting Controls. Denison maintains internal control over financial reporting. Denison believes such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (i) pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the assets of Denison; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS that the receipts and expenditures of Denison being made only in accordance with authorizations of management and directors of Denison; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Denison’s assets that could have a material effect on its financial statements. There are no significant deficiencies in the design or operation of, or material weaknesses in, Denison’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, and there is no known fraud that involves management or other employees who have a significant role in Denison’s internal control over financial reporting. Since December 31, 2010, Denison has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of Denison regarding questionable accounting or auditing matters.

         
      (oo)

    Disclosure of Material Contracts. Since December 31, 2010 all contracts and agreements required to be filed on SEDAR by Denison pursuant to applicable securities Laws have been filed on SEDAR by Denison and, except as set out in the Denison Disclosure Memorandum, or as contemplated herein, Denison has not approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets located in the United States or any interest therein or the sale, transfer or other disposition of any material property or assets located in the United States or any interest therein currently owned, directly or indirectly, by Denison, whether by asset sale, transfer of shares or otherwise.

         
      (pp)

    Foreign Private Issuer. Denison is a “foreign private issuer” as defined in Rule 405 under the 1933 Act.

         
      (qq)

    Investment Company Status. Denison is not registered, and is not required to be registered, as an “investment company”, under the 1940 Act.



    - 44 -

      (rr)

    Vote Required. Subject to the Interim Order, the Denison Shareholder Approval is the only vote of the holders of any class or series of the Denison Common Shares or Denison options, as applicable, necessary to approve this Agreement, the Arrangement.

         
      (ss)

    No Broker’s Commission. Except as disclosed in the Denison Disclosure Memorandum, Denison has not entered into any agreement that would entitle any person to any valid claim against Denison for a broker’s commission, finder’s fee or any like payment in respect of the Arrangement or any other matter contemplated by this Agreement.

         
      (tt)

    Property and Related Payments . Except as disclosed in the Denison Disclosure Memorandum, no member of the Denison US Group is required, pursuant to any agreement to which it is a party, to make any payment to earn or acquire an interest in any Denison Material Property or on account of any royalty in respect of any Denison Material Property, other than payments to Governmental Entities in the ordinary course of business.

         
      (uu)

    1934 Act Matters. Other than the Denison Common Shares, no securities of Denison or any of its Subsidiaries are registered or required to be registered under Section 12 of the 1934 Act.

         
      (vv)

    KEPCO Strategic Relationship Agreement. Denison delivered on April 17, 2012 the requisite notice to KEPCO as required pursuant to the KEPCO Strategic Relationship Agreement, and the KEPCO Waiver was received by Denison on May 14, 2012. As a result of the receipt of the KEPCO Waiver, the KEPCO Strategic Relationship Agreement shall not apply to EFI or any member of the Denison US Group following completion of the Arrangement.


    3.3

    Additional Disclosures

    All exceptions to the warranties and covenants in this Agreement that refer to the EFI Disclosure Memorandum, the EFI Public Disclosure Documents, the Denison Disclosure Memorandum, or the Denison Public Disclosure Documents shall mean the information disclosed in such documents as at the date of this Agreement. No information disclosed in any additional public filings or amendments or supplements to any such disclosure documents or memoranda by a Party after the date of this Agreement shall be binding on the other Party unless the other Party otherwise agrees in writing. A Party may consent in writing to changes to the representations and warranties of the other Party after the date of this Agreement.

    3.4

    Survival of Representations and Warranties

    The representations and warranties contained in this Agreement and the covenants and other obligations contained in this Agreement shall, except as otherwise provided in this Agreement, survive the execution and delivery of this Agreement and the completion of the Arrangement and shall continue for a period of six months from the Effective Date. Any investigation by EFI or Denison and their respective advisors shall not mitigate, diminish or affect the representations and warranties contained in this Agreement.

    ARTICLE 4 - COVENANTS

    4.1

    Covenants of EFI

    EFI hereby covenants and agrees with Denison as follows:


    - 45 -

      (a)

    Provide Information. Subject to obtaining any required consents or waivers (which EFI will use its reasonable commercial efforts to obtain) and subject to confidentiality obligations, EFI will provide Denison with reasonable access to its facilities, personnel, books, records and documents and promptly provide to Denison any information in the possession or control of EFI and relating to EFI that is reasonably requested by Denison or its counsel so that Denison may complete its due diligence investigations and prepare the Denison Proxy Circular.

         
      (b)

    Denison Proxy Circular. EFI hereby covenants that information furnished by EFI in connection with the Denison Proxy Circular will not contain, to the best of the knowledge of EFI, any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is provided. EFI shall use its reasonable commercial efforts to obtain consents of auditors and other advisors to use the use of financial, technical or other expert information in the Denison Proxy Circular.

         
      (c)

    EFI Meeting . EFI will convene and hold a special meeting of its shareholders (including any adjournment, the “ EFI Meeting ”) as soon as possible for the purpose of approving the issuance of the EFI Payment Shares contemplated hereunder, waiving the application of the EFI shareholder rights plan to the Arrangement (the “ EFI Resolution ”) and approving the EFI Share Consolidation, and in any event no later than July 31, 2012, or such other date that may be agreed to by EFI and Denison. Except as otherwise provided in this Agreement, EFI shall not adjourn or otherwise change the timing of the EFI Meeting without the prior written consent of Denison, such consent not to be unreasonably withheld.

         
      (d)

    EFI Proxy Circular. In connection with the EFI Meeting, as promptly as reasonably practicable, EFI shall prepare a management information circular including amendments thereto required as a result of the adjournment of the EFI Meeting (the “ EFI Proxy Circular ”) together with any other documents required by applicable Laws in connection with the approval of the EFI Resolution and the EFI Share Consolidation and EFI shall give Denison the opportunity to review and comment on the EFI Proxy Circular and all such other documents and the EFI Proxy Circular and all such other documents shall be reasonably satisfactory to Denison, acting reasonably, before they are filed or distributed to the shareholders of EFI, subject to any disclosure and filing obligations imposed by any Securities Authority or any stock exchange. EFI shall ensure that the EFI Proxy Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the EFI Proxy Circular does not contain any misrepresentation (other than with respect to any information relating solely to and provided by Denison, the accuracy of which information shall be the responsibility of Denison). In a timely and expeditious manner, EFI shall prepare (in consultation with Denison) and file any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to the EFI Proxy Circular (which amendments or supplements shall be in a form satisfactory to Denison, acting reasonably) with respect to the EFI Meeting and mail such amendments or supplements, in accordance with all applicable Laws, in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof.



    - 46 -

      (e)

    Exclusivity. Subject to Article 6, EFI agrees that, during the term of this Agreement, neither it, its affiliates nor any of their respective representatives, officers, directors, employees, advisors or agents will, directly or indirectly, make, solicit or initiate enquiries from, or the submission of proposals or offers from, any other Person relating to any Acquisition Proposal or participate in any discussions or negotiations regarding, or furnish to any other Person any further information with respect to, or otherwise co- operate in any way with, or assist or participate in or facilitate, any effort or attempt by any person to do or seek to do any of the foregoing and, to the extent any such discussions or negotiations have occurred with third parties prior to the date hereof, they shall be terminated immediately. For greater certainty, EFI may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of EFI to complete the Arrangement.

         
      (f)

    Ordinary Course. EFI shall conduct its business only in, and shall not take any action except in the usual, ordinary course of the business of EFI, consistent with the past practices of EFI or as contemplated by the EFI Disclosure Memorandum or this Agreement.

         
      (g)

    No Dividends, Amalgamation, Financings or Capital Reduction. EFI shall not, except as provided for in this Agreement or in the EFI Disclosure Memorandum, without prior consultation with and the consent of Denison, directly or indirectly do, agree to do, or permit to occur any of the following: (i) declare, set aside or pay any dividend or other distribution or payment in respect of any of the shares of EFI; (ii) adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of EFI or adopt any plan of liquidation; (iii) issue, or enter into any agreement providing for the issuance of, EFI Common Shares or securities exchangeable for, or convertible into, EFI Common Shares, other than pursuant to a private placement offering of EFI Common Shares and/or warrants to raise proceeds of up to Cdn$10,000,000; or (iv) reduce its stated capital.

         
      (h)

    Listing. EFI shall use its reasonable commercial efforts to cause the EFI Payment Shares to be listed on the TSX at the Effective Time as of the Effective Time.

         
      (i)

    Copy of Documents. Except for proxies and other non-substantive communications, EFI shall furnish promptly to Denison a copy of each notice, report, schedule or other document or communication delivered, filed or received by EFI in connection with this Agreement, the Arrangement, the EFI Meeting or any other meeting at which the EFI Shareholders are entitled to attend relating to special business, any filings made under any applicable Law and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the Purchase and Sale Transaction contemplated by this Agreement.

         
      (j)

    Certain Actions Prohibited. Other than as disclosed in the EFI Disclosure Memorandum, or in contemplation of or as required to give effect to the Arrangement, EFI shall not, without the prior written consent of Denison, directly or indirectly do or permit to occur any of the following except where to do so would be in the ordinary course of business and consistent with past practice:


      (i)

    issue, sell, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, EFI, other than the issue of EFI Common Shares pursuant to the exercise of EFI’s options or warrants, all as issued and outstanding on the date hereof in accordance with their terms as of the date hereof;



    - 47 -

      (ii)

    other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons), sell, lease or otherwise dispose of any property or assets or enter into any agreement or commitment in respect of any of the foregoing;

       
      (iii)

    amend or propose to amend the Articles or by-laws (or their equivalent) of EFI or any of the terms of outstanding options as they exist at the date of this Agreement;

       
      (iv)

    split, combine or reclassify any of the shares of EFI;

       
      (v)

    redeem, purchase or offer to purchase any EFI Common Shares and, other than pursuant to any EFI stock option plan, any options or obligations or rights under existing contracts, agreements and commitments;

       
      (vi)

    acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity;

       
      (vii)

    return capital to its shareholders or repay any indebtedness for borrowed money before it is due;

       
      (viii)

    (A) satisfy or settle any claim or dispute, except such as have been included in the financial statements of EFI or which are, individually or in the aggregate, in an amount in excess of US$100,000; (B) relinquish any contractual rights that are, individually or in the aggregate, in an amount in excess of US$100,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary course of business and not for speculative purposes;

       
      (ix)

    incur, authorize, agree or otherwise become committed to provide guarantees for borrowed money or incur, authorize, agree or otherwise become committed for any indebtedness for borrowed money;

       
      (x)

    enter into or amend any agreements, arrangements or transactions with any related entity;

       
      (xi)

    except as required by IFRS or any other generally accepted accounting principle to which EFI may be subject or any applicable Law, make any changes to the existing accounting practices of EFI or make any material tax election inconsistent with past practice; or

       
      (xii)

    enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (A) ordinary course expenditures; (B) expenditures required by law; and (C) expenditures made in connection with Arrangement.



    - 48 -

      (k)

    Insurance. EFI shall use its reasonable commercial efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of internationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect.

         
      (l)

    Certain Actions. EFI shall:


      (i)

    use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement;

         
      (ii)

    not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement or would render, or that could reasonably be expected to render, any representation or warranty made by EFI in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies Denison in writing of such circumstances;

         
      (iii)

    promptly notify Denison of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect;

         
      (iv)

    obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and

         
      (v)

    subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.


      (m)

    No Compromise. EFI shall not settle or compromise any claim brought by any present, former or purported holder of any securities of EFI in connection with the Arrangement prior to the Effective Time without the prior written consent of Denison.



    - 49 -

      (n)

    Contractual Obligations. EFI shall not, and shall not cause or permit any of the EFI Material Subsidiaries to, enter into, renew or modify in any respect any EFI Material Agreement except with the consent of Denison or insofar as may be necessary to permit or provide for the completion of the Arrangement or where to do so is in the ordinary course of business.

         
      (o)

    Satisfaction of Conditions. EFI shall use its reasonable commercial efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its reasonable control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using its reasonable commercial efforts to:


      (i)

    obtain the EFI Shareholder Approval in accordance with the OBCA and the requirements of the TSX and any other applicable Governmental Authority;

         
      (ii)

    obtain consents, approvals and authorizations as are required to be obtained by EFI under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the Arrangement or have a Material Adverse Effect on EFI;

         
      (iii)

    effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement and participate and appear in any proceedings of any party before any Governmental Entity;

         
      (iv)

    oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Arrangement or seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the Arrangement;

         
      (v)

    fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by EFI; and

         
      (vi)

    cooperate with Denison in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate EFI to pay or cause to be paid any monies to cause such performance to occur.


      (p)

    Representations. EFI shall use its reasonable commercial efforts to conduct its affairs so that all of the representations and warranties of EFI contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date, unless Denison consents to a change to any representation or warranty.

         
      (q)

    Closing Documents. EFI shall execute and deliver, or cause to be executed and delivered, at the closing of the Arrangement such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by Denison or Denison’s counsel, all in form satisfactory to Denison or Denison’s counsel, acting reasonably.



    - 50 -

      (r)

    Composition of Board. At the Effective Time, EFI shall take all actions necessary to reconfigure the board of directors to consist of ten (10) directors of whom two (2) will be the Additional Director Nominees.

         
      (s)

    Completion Date. EFI shall use its reasonable commercial efforts to complete the Arrangement on or prior to the Completion Deadline.

         
      (t)

    Agreements. Until the Effective Time, EFI shall not release any third party from any confidentiality or standstill agreement to which EFI and such third party are parties or amend any of the foregoing, and shall exercise all rights to require the return of information regarding EFI previously provided to such parties and shall exercise all rights to require the destruction of all materials including or incorporating any information regarding EFI.

         
      (u)

    Issuance of EFI Note and EFI Payment Shares. In accordance with the Plan of Arrangement and the sequence specified therein, EFI shall issue (i) the EFI Note to Denison and (ii) the EFI Payment Shares to the Denison Shareholders in repayment of the EFI Note pursuant to the Arrangement.

         
      (v)

    Insurance Claim Reimbursement. In the event that, following the Effective Date, EFI, a member of the Denison US Group or any other affiliate of EFI receives any payment from Denison’s insurer (or a successor thereto) with respect to the insurance claim relating to the failure of leach tanks #1 and #2 at the White Mesa mill, then EFI shall pay to Denison the amount paid by the insurer in respect of such claim, up to the total of Denison’s expenditures made on the replacement of the leach tanks.


    4.2

    Covenants of Denison

    Denison hereby covenants and agrees with EFI as follows:

      (a)

    Provide Information. Subject to obtaining any required consents or waivers (which Denison will use its reasonable commercial efforts to obtain) and subject to any confidentiality obligations, Denison will provide EFI with reasonable access to its facilities, personnel, books, records and documents and will promptly provide to EFI any information in the possession or control of Denison and relating to the US Mining Division that is reasonably requested by EFI or its counsel so that EFI may complete its due diligence investigations and prepare the EFI Proxy Circular.

         
      (b)

    EFI Proxy Circular . Denison hereby covenants that information furnished by Denison in connection with the EFI Proxy Circular will not contain, to the best of the knowledge of Denison, any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is provided. Denison shall use its reasonable commercial efforts to obtain consents of auditors and other advisors to use the use of financial, technical or other expert information in the EFI Proxy Circular.

         
      (c)

    Denison Meeting. Denison will convene and hold a special meeting of its shareholders (including any adjournment, the “ Denison Meeting ”) as soon as possible for the purpose of approving the Arrangement (the “ Denison Resolution ”) and in any event no later than July 31, 2012, or such other date that may be agreed to by EFI and Denison. Except as otherwise provided in this Agreement, Denison shall not adjourn or otherwise change the timing of the Denison Meeting without the prior written consent of EFI, such consent not to be unreasonably withheld.



    - 51 -

      (d)

    Denison Proxy Circular. In connection with the Denison Meeting, as promptly as reasonably practicable, Denison shall prepare a management information circular including amendments thereto required as a result of the adjournment of the Denison Meeting (the “ Denison Proxy Circular ”) together with any other documents required by applicable Laws in connection with the approval of the Denison Resolution and Denison shall give EFI the opportunity to review and comment on the Denison Proxy Circular and all such other documents and the Denison Proxy Circular and all such other documents shall be reasonably satisfactory to EFI, acting reasonably, before they are filed or distributed to the shareholders of Denison, subject to any disclosure and filing obligations imposed by any Securities Authority or any stock exchange. Denison shall ensure that the Denison Proxy Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Denison Proxy Circular does not contain any misrepresentation (other than with respect to any information relating solely to and provided by EFI, the accuracy of which information shall be the responsibility of EFI). In a timely and expeditious manner, Denison shall prepare (in consultation with EFI) and file any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to the Denison Proxy Circular (which amendments or supplements shall be in a form satisfactory to EFI, acting reasonably) with respect to the Denison Meeting and mail such amendments or supplements, in accordance with the Interim Order and all applicable Laws, in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof.

         
      (e)

    Exclusivity. Subject to Article 6, Denison agrees that, during the term of this Agreement, neither it, its affiliates nor any of their respective representatives, officers, directors, employees, advisors or agents will, directly or indirectly, make, solicit or initiate enquiries from, or the submission of proposals or offers from, any other Person relating to any Acquisition Proposal or participate in any discussions or negotiations regarding, or furnish to any other Person any further information with respect to, or otherwise co-operate in any way with, or assist or participate in or facilitate, any effort or attempt by any person to do or seek to do any of the foregoing and, to the extent any such discussions or negotiations have occurred with third parties prior to the date hereof, they shall be terminated immediately. For greater certainty, Denison may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of Denison to complete the Arrangement, including, without limitation, a sale of any of the assets of Denison not owned by the Denison US Group, an acquisition of any other assets by Denison or a transaction involving an acquisition of Denison or other business combination which occurs following or subject to the completion of the Arrangement.

         
      (f)

    Ordinary Course. Denison and each member of the Denison US Group shall conduct the business of the US Mining Division only in, and shall not take any action except in the usual, ordinary course of business of such member of the Denison US Group and consistent with past practices of Denison or as contemplated in the Denison Disclosure Memorandum and except as contemplated by this Agreement.



    - 52 -

      (g)

    No Distributions. Denison will not permit the Denison US Group to transfer or distribute accounts receivable, inventories and/or material fixed assets related to the US Mining Division to Denison or a subsidiary of Denison other than the Denison US Group, other than as described in the Denison Disclosure Memorandum and in the ordinary course of business and consistent with past practices, and shall not make payments on account of the Acquired Debt except in the ordinary course of business and consistent with past practices as described in the Denison Disclosure Memorandum; provided that this Section 4.2(g) shall not restrict Denison, prior to the completion of the Transaction, from transferring to Denison or an affiliate of Denison other than the Denison US Group, by way of partial payment of the debt owed by the Denison US Group to Denison, amounts owing to the Denison US Group by certain subsidiaries of Denison, in an amount not exceeding US$10,000,000, as disclosed in the Denison Disclosure Memorandum.

         
      (h)

    Encumbrances. Denison will use its reasonable commercial efforts to cause all Encumbrances against the Denison US Group, including Encumbrances against the assets comprising the US Mining Division that are in place under the Denison Secured Credit Facility, to be released prior to the completion of the Arrangement.

         
      (i)

    Reclamation Account. Denison shall not withdraw any cash or assets from the Reclamation Account prior to the completion of the Arrangement. For greater certainty, it is acknowledged and agreed that upon completion of the Arrangement, the aggregate value of cash and investments in the Reclamation Account shall be not less than the value of the US mining and mill bonds posted as security for the reclamation obligations.

         
      (j)

    Copy of Documents. Except for proxies and other non-substantive communications, Denison shall furnish promptly to EFI a copy of each notice, report, schedule or other document or communication delivered, filed or received by Denison in connection with this Agreement, the Arrangement, the Interim Order, the Denison Meeting or any other meeting at which the Denison Shareholders are entitled to attend relating to special business, any filings made under any applicable Law and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the Arrangement.

         
      (k)

    Certain Actions Prohibited. Other than as disclosed in the Denison Disclosure Memorandum, or in contemplation of or as required to give effect to the Arrangement, Denison shall not, without the prior written consent of EFI, directly or indirectly do or permit to occur any of the following except where to do so would be in the ordinary course of business and consistent with past practice:


      (i)

    issue, sell, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, or encumber or create any Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, any member of the Denison US Group, all as issued and outstanding on the date hereof in accordance with their terms as of the date hereof;

         
      (ii)

    other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons), sell, lease or otherwise dispose of any property or assets of the Denison US Group, or enter into any agreement or commitment in respect of any of the foregoing;



    - 53 -

      (iii)

    amend or propose to amend the Articles or by-laws (or their equivalent) of any member of the Denison US Group as they exist at the date of this Agreement;

         
      (iv)

    split, combine or reclassify any of the shares of any member of the Denison US Group;

         
      (v)

    redeem, purchase or offer to purchase any securities issued by any member of the Denison US Group;

         
      (vi)

    cause or permit any member of the Denison US Group to acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity;

         
      (vii)

    cause or permit any member of the Denison US Group to return capital to its shareholders or repay any indebtedness for borrowed money before it is due;

         
      (viii)

    cause or permit any member of the Denison US Group to (A) satisfy or settle any claim or dispute which are, individually or in the aggregate, in an amount in excess of US$250,000; (B) relinquish any contractual rights that are, individually or in the aggregate, in an amount in excess of US$250,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary course of business and not for speculative purposes;

         
      (ix)

    cause or permit any member of the Denison US Group to incur, authorize, agree or otherwise become committed to provide guarantees for borrowed money or incur, authorize, agree or otherwise become committed for any indebtedness for borrowed money;

         
      (x)

    cause or permit any member of the Denison US Group to enter into or amend any agreements, arrangements or transactions with any related entity;

         
      (xi)

    except as required by IFRS or any other generally accepted accounting principle to which DMHC or White Canyon may be subject or any applicable Law, make any changes to the existing accounting practices of DMHC or White Canyon;

         
      (xii)

    cause or permit any member of the Denison US Group to enter into, new commitments of a capital expenditure nature or incur any new contingent liabilities other than (A) expenditures in the ordinary course of business; (B) expenditures required by law; and (C) expenditures made in connection with the Arrangement as contemplated in this Agreement; or

         
      (xiii)

    with respect to any member of the Denison US Group (A) fail to prepare and timely file all Tax Returns required to be filed before the Effective Date (taking into account any timely filed extensions) or timely withhold and remit any employment Taxes; (B) file any amended Tax Return; (C) make or change any election with respect to Taxes; or (D) settle or compromise any material Tax liability, enter into any Tax closing agreement, surrender any right to claim a refund of Taxes, waive any statute of limitations regarding any Tax, agree to any extension of time regarding the assessment of any Tax deficiency or take any other similar action relating to any Tax.



    - 54 -

      (l)

    Employment Arrangements. Denison shall not, without the prior written consent of EFI and where applicable the TSX, enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of any member of the Denison US Group.

         
      (m)

    Certain Actions. Denison shall:


      (i)

    carry out the terms of the Interim Order (including mailing the Denison Proxy Circular to Denison Shareholders as ordered by the Interim Order) and the Final Order applicable to it and use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on Denison with respect to the Arrangement;

         
      (ii)

    not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement or would render, or that could reasonably be expected to render, any representation or warranty made by Denison in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on the Denison US Group, provided that Denison may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event Denison immediately notifies EFI in writing of such circumstances;

         
      (iii)

    promptly notify EFI of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Denison or the Denison US Group; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by Denison of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of Denison contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect;

         
      (iv)

    obtain all third party consents and approvals and give any notices required under any of the Denison Material Agreements; and

         
      (v)

    subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the Denison Resolution (provided that, for the avoidance of doubt, Denison shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of Denison shall recommend) to all Denison Shareholders that they vote in favour of the Denison Resolution.



    - 55 -

      (n)

    Contractual Obligations. Denison shall not cause or permit any member of the Denison US Group to enter into, renew or modify in any respect any material contract, agreement, lease, commitment or arrangement to which such member of the Denison US Group is a party or by which it is bound, except with the consent of EFI or insofar as may be necessary to permit or provide for the completion of the Arrangement or where to do so is in the ordinary course of business.

         
      (o)

    Net Working Capital. If necessary, Denison shall loan such funds to DMHC (which loans shall form part of the Acquired Debt to be assigned to EFI) as are necessary to satisfy the condition concerning consolidated net working capital of the Denison US Group set out in Section 5.2(d) of this Agreement.

         
      (p)

    Satisfaction of Conditions. Denison shall use its reasonable commercial efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its reasonable control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using its reasonable commercial efforts to:


      (i)

    obtain the Denison Shareholder Approval in accordance with the provisions of the OBCA, the Interim Order and the requirements of any applicable Governmental Authority;

         
      (ii)

    obtain all other consents, approvals and authorizations as are required to be obtained by Denison under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the Arrangement or have a Material Adverse Effect on Denison or the Denison US Group;

         
      (iii)

    effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement and participate and appear in any proceedings of any party before any Governmental Entity;

         
      (iv)

    oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Arrangement or seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the Arrangement;

         
      (v)

    fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Denison; and

         
      (vi)

    cooperate with EFI in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Denison to pay or cause to be paid any monies to cause such performance to occur.


      (q)

    Representations. Denison shall use its reasonable commercial efforts to conduct its affairs so that all of the representations and warranties of Denison contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date, unless EFI consents to a change to any representation or warranty.



    - 56 -

      (r)

    Closing Documents. Denison shall execute and deliver, or cause to be executed and delivered, at the closing of the Arrangement such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by EFI or EFI’s counsel, all in form satisfactory to EFI or EFI’s counsel, acting reasonably.

         
      (s)

    Completion Date. Denison shall use its reasonable commercial efforts to complete the Arrangement on or prior to the Completion Deadline.

         
      (t)

    Agreements. Until the Effective Time, Denison shall not release any third party from any confidentiality or standstill agreement to which Denison and such third party are parties with respect to a potential acquisition of the Denison US Division or amend any of the foregoing and shall exercise all rights to require the return of information regarding the Denison US Division previously provided to such parties and shall exercise all rights to require the destruction of all materials including or incorporating any information regarding the Denison US Division.

    ARTICLE 5 - CONDITIONS

    5.1

    Mutual Conditions

    The obligations of EFI and Denison to complete the Arrangement shall be subject to the satisfaction of each of the following mutual conditions at or before the Effective Time:

      (a)

    KEPCO Offtake Agreement. Either:


      (i)

    the rights and obligations of Denison under the uranium offtake agreement dated June 15, 2009 among Denison, KEPCO and Korea Hydro & Nuclear Power Co., Ltd. (the “ KEPCO Offtake Agreement ”) shall have been assigned to and assumed by EFI, DMHC or another member of the Denison US Group, and KEPCO shall have provided its consent to such assignment and released Denison from its obligations thereunder; or

         
      (ii)

    in the event that KEPCO shall not have provided its consent to the assignment contemplated in subsection 5.1(a)(i) above, Denison and EFI shall have entered into an agreement (the “ Denison Offtake Agreement ”) pursuant to which EFI will agree to supply to Denison, and Denison will agree to purchase from EFI, sufficient U 3 O 8 concentrates to satisfy Denison’s obligation to deliver the minimum quantities specified in Section 2.02 of the KEPCO Offtake Agreement; the Denison Offtake Agreement shall be in form and substance satisfactory to each of Denison and EFI, shall have provisions relating to pricing, delivery mechanics, minimum delivery requirements, and damages upon default that are substantially equivalent to those set forth in the KEPCO Offtake Agreement and shall otherwise include customary terms and conditions for an agreement of its nature;


      (b)

    Orders. The Interim Order and the Final Order shall have been granted on terms acceptable to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably.



    - 57 -

      (c)

    Denison Shareholder Approval. The shareholders of Denison shall have approved the Arrangement, including this Agreement, and shall have approved or consented to such other matters as Denison shall consider necessary or desirable in connection with the Arrangement, acting reasonably.

         
      (d)

    EFI Shareholder Approval. The shareholders of EFI shall have approved the issuance of the EFI Payment Shares and consented to the waiver of the application of EFI’s shareholder rights plan to the Arrangement and shall have approved or consented to such other matters as EFI shall consider necessary or desirable in connection with the Arrangement, acting reasonably.

         
      (e)

    Consents. Approval of the TSX and the NYSE MKT and all necessary consents, waivers, permits, exemptions, order and approvals of, and any registrations and filings with, any Governmental Entity, all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, which either EFI or Denison shall consider necessary or advisable, acting reasonably, in connection with the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party, acting reasonably.

         
      (f)

    No Lawsuits. Except for the matters disclosed in the EFI Disclosure Memorandum, there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or other person, in each case that has a reasonable likelihood of success: (i) seeking to prohibit or restrict the acquisition by EFI of any DMHC Shares or White Canyon Shares, seeking to restrain or prohibit the consummation of the Plan of Arrangement or seeking to obtain from EFI or Denison any damages that are material in relation to Denison taken as a whole or material to EFI taken as a whole; (ii) seeking to prohibit or materially limit the ownership or operation by EFI of any portion of the business or assets of the Denison US Group or to compel EFI to dispose of or hold separate any portion of the business or assets of the Denison US Group as a result of the Arrangement; (iii) seeking to impose limitations on the ability of EFI to acquire or hold, or exercise full rights of ownership of, any DMHC Shares or White Canyon Shares, including the right to vote such shares purchased by it on all matters; (iv) seeking to prohibit EFI from effectively controlling the business or operations of the Denison US Group; or (v) which otherwise is reasonably likely to have a Material Adverse Effect on EFI taken as a whole or the Denison US Group taken as a whole.

         
      (g)

    No Action. There shall have been no action taken under any applicable Law or by any government or governmental or Regulatory Authority which:


      (i)

    makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement; or

         
      (ii)

    results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which is, or could be, reasonably expected to have a Material Adverse Effect on EFI taken as a whole or the Denison US Group taken as a whole, respectively.


      (h)

    Prospectus Exemptions. The distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities Laws either by virtue of exemptive relief from the Securities Authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities Laws and shall not be subject to resale restrictions under applicable Canadian securities Laws (other than as applicable to control persons).



    - 58 -

      (i)

    U.S. Registration Exemption. The Denison New Common Shares, the interests in the EFI Note and the EFI Payment Shares shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall otherwise be in compliance with all U.S. Securities Laws.

         
      (j)

    Listing of EFI Common Shares . The EFI Common Shares to be issued to holders of Denison Common Shares in connection with the Arrangement shall have been conditionally approved for listing on the TSX, subject to official notice of issuance and other normal conditions.

         
      (k)

    No Termination. This Agreement shall not have been terminated pursuant to Section 6.2 hereof.

    The foregoing conditions are for the mutual benefit of the Parties and may be waived only with the consent of both of the Parties. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the satisfaction thereof, then, subject to Section 5.4, Section 6.2 and Section 6.3, either Party may terminate this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such Party.

    5.2

    Conditions of EFI

    The obligations of EFI to complete the Arrangement shall be subject to the satisfaction of each of the following conditions precedent in full at or before the Effective Time:

      (a)

    Performance by Denison. Denison shall have performed and complied with all of the covenants, obligations and agreements under this Agreement to be performed by or complied with by Denison prior to the Effective Date, to the satisfaction of EFI, acting reasonably.

         
      (b)

    Representations and Warranties. The representations and warranties made by Denison in this Agreement shall be true and correct as of the Effective Date with the same effect as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and Denison shall have provided to EFI a certificate of two officers thereof certifying such accuracy on the Effective Date. No representation or warranty made by Denison hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the Denison Disclosure Memorandum, or provided for or stated to be exceptions under this Agreement.

         
      (c)

    No Material Adverse Effect . There shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect on the US Mining Division.

         
      (d)

    Working Capital. The consolidated net working capital of the Denison US Group as of the Effective Date shall be not less than US$28,000,000, provided that, in calculating the working capital, amounts owing pursuant to the Acquired Debt will be disregarded as current liabilities of the Denison US Group.



    - 59 -

      (e)

    No Encumbrances. At the Effective Time, there shall be no Encumbrances on the DMHC Shares, the White Canyon Shares, the Acquired Debt or the assets of the Denison US Group, other than Permitted Encumbrances.

         
      (f)

    Support Agreements. Each of the Denison Shareholders who has entered into a Denison Support Agreement with EFI shall have complied in all material respects with its Denison Support Agreement.

         
      (g)

    No Material Change in Employment Arrangements . There shall have been no material change in the existing employment or consulting arrangements of any senior officer of any Denison Material Entity from the date hereof and no Denison Material Entity shall have hired any additional senior officers.

         
      (h)

    No Modification . The board of directors of Denison shall not have modified or amended, in a manner adverse to EFI, prior to the Denison Meeting, its recommendation that Denison Shareholders vote in favour of the Denison Resolution, provided that, for the avoidance of doubt, for the purposes of this subsection 5.2(h), a resolution confirming the recommendation that Denison Shareholders vote in favour of the Denison Resolution that is not unanimous shall not be considered a modification or amendment to the board of directors’ existing recommendation.

         
      (i)

    Necessary Corporate Actions Taken . The board of directors of Denison shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Denison to permit the consummation of the Arrangement, in form and substance satisfactory to EFI, acting reasonably.

         
      (j)

    Denison Deliverables. Denison shall have caused to be delivered to EFI the following:


      (i)

    Certificates representing the Purchased Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as EFI reasonably requests to effectively transfer to EFI title to the Purchased Shares free and clear of all Encumbrances;

         
      (ii)

    Original share registers, share transfer ledgers, minute books and corporate seals (if any) of each of DMHC and White Canyon;

         
      (iii)

    An assignment of the Acquired Debt in form and substance satisfactory to EFI, acting reasonably;

         
      (iv)

    All other books, records, files and papers of each of DMHC and White Canyon, including computer programs (including source codes and software programs), computer manuals, computer data, financial and tax working papers, financial and tax books and records, personnel and employment records and minute and share certificate books;

         
      (v)

    A certified copy of resolutions of the board of directors and shareholders of each of DMHC and White Canyon consenting to the transfer of the Purchased Shares to EFI as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by DMHC and White Canyon, respectively;



    - 60 -

      (vi)

    Written resignations of those directors and officers of each of DMHC and White Canyon specified by EFI, in each case with effect from the Effective Time;

         
      (vii)

    Such other documentation as EFI reasonably requests on a timely basis in order to establish the completion of the Arrangement and the taking of all corporate proceedings in connection with the Arrangement, in each case in form and substance satisfactory to EFI, acting reasonably.

    The foregoing conditions are for the exclusive benefit of EFI and may be waived, in whole or in part, by EFI in writing at any time. If any of such conditions shall not be complied with or waived by EFI on or before the Effective Time or, if earlier, the date required for the performance thereof, then, subject to Section 5.4 and Section 6.2 and Section 6.3, EFI may terminate this Agreement by written notice to Denison in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by EFI.

    5.3

    Conditions of Denison

    The obligation of Denison to complete the Arrangement shall be subject to the satisfaction of each of the following conditions precedent in full at or before the Effective Time:

      (a)

    Performance by EFI. EFI shall have performed and complied with all of the covenants and obligations under this Agreement to be performed by or complied with by EFI prior to the Effective Date, to the satisfaction of Denison, acting reasonably.

         
      (b)

    Representations and Warranties. The representations and warranties made by EFI in this Agreement shall be true and correct as of the Effective Date with the same effect as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and EFI shall have provided to Denison a certificate of two officers thereof certifying such accuracy on the Effective Date. No representation or warranty made by EFI hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the EFI Disclosure Memorandum, or provided for or stated to be exceptions under this Agreement.

         
      (c)

    No Material Adverse Effect. There shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect on EFI.

         
      (d)

    Working Capital. The consolidated working capital of EFI as of the Effective Date, without giving effect to the Arrangement, shall be not less than US$4,000,000.

         
      (e)

    Support Agreements. Each of the EFI Shareholders who has entered into an EFI Support Agreement with Denison shall have complied in all material respects with its EFI Support Agreement.



    - 61 -

      (f)

    No Modification. The board of directors of EFI shall not have modified or amended, in a manner adverse to Denison, prior to the EFI Meeting, its recommendation that EFI Shareholders vote in favour of the EFI Resolution, provided that, for the avoidance of doubt, for the purposes of this Section 5.3(f), a resolution confirming the recommendation that EFI Shareholders vote in favour of the EFI Resolution that is not unanimous shall not be considered a modification or amendment to the board of directors’ existing recommendation.

         
      (g)

    Necessary Corporate Actions Taken . The board of directors of EFI shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by EFI to permit the consummation of the Arrangement and the other transaction contemplated hereby, including the appointment of the Additional Director Nominees to the board of directors of EFI effective at the Effective Time.

         
      (h)

    Dissents. Denison Shareholders holding no more than 5% of the outstanding Denison Common Shares shall have exercised the right to dissent contemplated by Section 4.1 of the Plan of Arrangement (and not withdrawn such exercise).

         
      (i)

    EFI Deliverables . EFI shall have caused to be delivered to Denison the following:


      (i)

    the EFI Note;

         
      (ii)

    evidence that it has irrevocably instructed the registrar and transfer agent for the EFI Common Shares to issue the EFI Payment Shares to the Denison Shareholders in accordance with the Plan of Arrangement;

         
      (iii)

    a certified copy of the proceedings of the EFI board of directors giving effect to the appointment of the Additional Director Nominees effective as of the Effective Time; and

         
      (iv)

    such other documentation as Denison reasonably requests on a timely basis in order to establish the completion of the Arrangement and the taking of all corporate proceedings in connection with the Arrangement, in each case in form and substance satisfactory to Denison, acting reasonably.

    The foregoing conditions are for the benefit of Denison and may be waived, in whole or in part, by Denison in writing at any time. If any of such conditions shall not be complied with or waived by Denison on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4 and Section 6.2 and Section 6.3, Denison may terminate this Agreement by written notice to EFI in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Denison.

    5.4

    Notice and Cure Provisions

    Each Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could:

      (a)

    cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;



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      (b)

    result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party prior to the Effective Date; or

         
      (c)

    result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 5.1, Section 5.2 and Section 5.3 hereof, as the case may be.

    Neither Party may (a) elect not to complete the Arrangement by virtue of the conditions contained in Section 5.1, Section 5.2 and Section 5.3 hereof, as applicable, not being satisfied or waived or (b) exercise any termination right arising therefrom; unless (i) promptly and in any event prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Denison Meeting or EFI Meeting, then such meeting(s) shall be adjourned or postponed until the expiry of such period.

    5.5

    Merger of Conditions

    Upon the issuance of the Final Order and the closing of the Arrangement, the conditions set out in Section 5.1, Section 5.2 and Section 5.3 hereof shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Effective Time.

    ARTICLE 6 - SUPERIOR PROPOSALS AND TERMINATION

    6.1

    Covenants Regarding Superior Proposals


      (a)

    Notice. A Party (in this Section 6.1, a “ Receiving Party ”) shall promptly (and in any event within 24 hours) notify the other Party (in this Section 6.1, a “ Notified Party ”), at first orally and then in writing, of any proposal, inquiry, offer or request received by the Receiving Party or its Representatives: (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or (iii) for non-public information relating to the Receiving Party or a Subsidiary of the Receiving Party, access to properties, books and records or a list of the holders of the Receiving Party shares or the shareholders of any Subsidiary of the Receiving Party. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions thereof and the Receiving Party shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that the Notified Party may reasonably request. The Receiving Party shall keep the Notified Party promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by the Notified Party with respect thereto.

         
      (b)

    Superior Proposal. Following the receipt by the Receiving Party of a bona fide written Acquisition Proposal made after the date of this Agreement (that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the date hereof in contravention of Section 4.1(e) or Section 4.2(e), as the case may be), the Receiving Party and its Representatives may:



    - 63 -

      (i)

    contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

         
      (ii)

    if the board of directors of the Receiving Party (the “ Receiving Party Board ”) determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal:


      A.

    furnish information with respect to the Receiving Party and its Subsidiaries to the person making such Acquisition Proposal and its Representatives only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Receiving Party than those contained in the Confidentiality Agreement, and which also includes a standstill covenant that prohibits such person, for a period of 6 months, from acquiring, or offering to acquire, any equity securities of the Receiving Party, provided that the Receiving Party sends a copy of such confidentiality agreement to the Notified Party promptly following its execution and the Notified Party is promptly provided with a list of, and access to (to the extent not previously provided to the Notified Party) the information provided to such person; and

         
      B.

    engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives provided that all such information access and discussions shall cease during the Match Period (as defined below).


      (c)

    Change in Recommendation. Notwithstanding Section 6.1(b), the Receiving Party may (i) enter into an agreement (other than a confidentiality agreement contemplated by subsection 6.1(b)(ii)A hereof) with respect to an Acquisition Proposal that is a Superior Proposal and/or (ii) withdraw, modify or qualify its approval or recommendation of the Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided:


      (i)

    the Receiving Party shall have complied with its obligations under Section 4.1(e) or Section 4.2(e), as the case may be, and under this Section 6.1;

         
      (ii)

    the Receiving Party Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal;

         
      (iii)

    the Receiving Party has delivered written notice to the Notified Party of the determination of the Receiving Party Board that the Acquisition Proposal is a Superior Proposal and of the intention of the Receiving Party Board to approve or recommend such Superior Proposal and/or of the Receiving Party to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Receiving Party and a summary of the valuation analysis attributed by the Receiving Party Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the “ Superior Proposal Notice ”);



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      (iv)

    at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Notified Party, which five Business Day period is referred to as the “ Match Period ” and the exclusivity period in Section 4.1(e) or Section 4.2(e), as the case may be, shall automatically be extended so as to terminate no earlier than the second Business Day after the end of the Match Period;

         
      (v)

    if the Notified Party has offered to amend the terms of the Arrangement and this Agreement during the Match Period pursuant to paragraph (d) below, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by the Notified Party at the termination of the Match Period; and

         
      (vi)

    the Receiving Party terminates this Agreement in compliance with the terms of this Section 6.1 and the Receiving Party has previously paid or, concurrently with termination, pays in cash the termination payment referred to in Section 6.3 to the Notified Party.


      (d)

    Amendments. During the Match Period, the Notified Party shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and this Agreement and the Receiving Party shall cooperate with the Notified Party with respect thereto, including negotiating in good faith with the Notified Party to enable the Notified Party to make such adjustments to the provisions of the Arrangement and this Agreement as the Notified Party deems appropriate and as would enable the Notified Party to proceed with the Arrangement on such adjusted provisions. The Receiving Party Board shall review any such offer by the Notified Party to amend the terms of the Arrangement and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Notified Party’s offer to amend the Arrangement and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by the Notified Party. If the Receiving Party Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Receiving Party and the Notified Party shall enter into an amendment to this Agreement reflecting the offer by the Notified Party to amend the terms of the Arrangement and this Agreement.

         
      (e)

    Successive Modifications. Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Section 6.1.


    6.2

    Termination

    This Agreement may be terminated:


    - 65 -

      (a)

    by either party if the conditions precedent to completion of the Arrangement set out in Section 5.1, Section 5.2 and Section 5.3, are not satisfied and are not reasonably capable of being satisfied on or prior to the Completion Deadline;

         
      (b)

    by either party if such party determines, acting reasonably, that it or the other party will not be able to obtain the consents and approvals referred to in Sections 5.1(b), 5.1(c) and 5.1(d) in form satisfactory to either party, acting reasonably;

         
      (c)

    by either party in accordance with Section 6.1 if such party receives a Superior Proposal;

         
      (d)

    by either party if such party determines that the representations and warranties of the other party set out in this Agreement are materially incorrect, and are not capable of being corrected or remedied within a reasonable time period; or

         
      (e)

    by either party if such party determines that the other party has not complied with its material obligations under this Agreement within the time period provided for herein or therein.


    6.3

    Termination Payment


      (a)

    In the event that this agreement is terminated:


      (i)

    as a consequence of the failure to obtain the approval of Denison shareholders as contemplated by Section 5.1(c) if a third party has announced prior to the time of the Denison Meeting an Acquisition Proposal relating to Denison or an intention to make an Acquisition Proposal relating to Denison, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison Meeting;

         
      (ii)

    by Denison pursuant to Section 6.2(c);

         
      (iii)

    by EFI pursuant to Section 6.2(d) or Section 6.2(e),


     

    then Denison shall pay a termination payment in the amount of Cdn$3,000,000 as liquidated damages for the loss of Denison’s rights under this Agreement to EFI at the time of such termination in immediately available funds. Denison shall not be obligated to make more than one payment pursuant to this Section 6.3(a). Denison hereby acknowledges that the payment amount set out in this section is a payment of liquidated damages which are a genuine pre-estimate of the damages which EFI will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. Denison hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the amount set out in this subsection by EFI, EFI shall have no further claim against Denison in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude EFI from seeking injunctive relief to restrain any breach or threatened breach by Denison of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting a bond or security in connection therewith as described in Section 8.4.

         
      (b)

    In the event that this Agreement is terminated:



    - 66 -

      (i)

    as a consequence of the failure to obtain the approval of EFI Shareholders as contemplated by Section 5.1(d) if a third party has announced prior to the time of the EFI Meeting an Acquisition Proposal relating to EFI or an intention to make an Acquisition Proposal relating to EFI, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison Meeting;

         
      (ii)

    by EFI pursuant to Section 6.2(c); or

         
      (iii)

    by Denison pursuant to Section 6.2(d) or Section 6.2(e),

    then EFI shall pay a termination payment in the amount of Cdn$3,000,000 as liquidated damages for the loss of EFI’s rights under this Agreement to Denison at the time of such termination in immediately available funds. EFI shall not be obligated to make more than one payment pursuant to this Section 6.3(b) . EFI hereby acknowledges that the payment amount set out in this section is a payment of liquidated damages which are a genuine pre-estimate of the damages which Denison will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. EFI hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the amount set out in this subsection by Denison, Denison shall have no further claim against EFI in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude Denison from seeking injunctive relief to restrain any breach or threatened breach by EFI of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting a bond or security in connection therewith as described in Section 8.4.

    6.4

    Reimbursement of Expenses

    In the event that the Arrangement is not completed due to the condition in Section 5.3(h) not being satisfied as a result of KEPCO exercising its dissent rights contemplated by Section 4.1 of the Plan of Arrangement, then Denison shall reimburse EFI for its reasonable costs and expenses incurred in connection with the transactions contemplated by this Agreement, provided that Denison’s reimbursement obligation under this Section 6.4 shall not exceed Cdn$1,000,000.

    ARTICLE 7- AMENDMENT

    7.1

    Amendment

    This Agreement may, at any time and from time to time before or after the holding of the Denison Meeting or EFI Meeting, be amended by mutual written agreement of the Parties without, subject to applicable Law, further notice to or authorization on the part of the Denison Shareholders or the EFI Shareholders, as the case may be, and any such amendment may, without limitation:

      (a)

    change the time for the performance of any of the obligations or acts of any Party;

         
      (b)

    waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;



    - 67 -

      (c)

    waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties; and

         
      (d)

    waive compliance with or modify any condition herein contained;

    provided, however, that notwithstanding the foregoing: (i) following the Denison Meeting, the principal amount of the EFI Note and number of EFI Payment Shares shall not be amended (other than to reflect the EFI Share Consolidation) without the approval of the Denison Shareholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court; (ii) following the EFI Meeting, the principal amount of the EFI Note and number of EFI Payment Shares shall not be amended (other than to reflect the EFI Share Consolidation) without the approval of the EFI Shareholders; and (iii) this Agreement and the Plan of Arrangement may be amended, in accordance with the Final Order but, in the event that the terms of the Final Order require any such amendment, the rights of the Parties under Section 5.2, Section 5.3, Section 6.1 and Section 7.2 hereof shall remain unaffected.

    7.2

    Mutual Understanding Regarding Amendments


      (a)

    In addition to the Arrangement or at the request of a Party, the Parties will continue from and after the date hereof and through and including the Effective Date to use their respective reasonable commercial efforts to maximize present and future planning opportunities for Denison, the Denison Shareholders and EFI and the EFI Shareholders as and to the extent that the same shall not prejudice any Party or the shareholders thereof. The parties will ensure that such planning activities do not impede the progress of the Arrangement in any material way.

         
      (b)

    The Parties agree that, if either Party proposes to the other Party any amendment to this Agreement or the Plan of Arrangement, both Parties will reasonably consider such amendment. The Parties further agree that if neither Party nor its respective shareholders will be materially prejudiced, and the completion of the Arrangement will not be delayed, by reason of any such amendment, then the Parties will co-operate to, subject to applicable Laws, effect the amendment or amendments.

    ARTICLE 8 - GENERAL

    8.1

    Denison Indemnity


      (a)

    Indemnification by Denison . Denison shall indemnify and save harmless EFI and the Denison US Group from, and shall pay to EFI and the Denison US Group, on demand, the amount of any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, suffered or incurred by EFI or the Denison US Group, directly resulting from or arising out of any act, omission or state of facts and any demand, action, investigation, inquiry, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto (a “ Claim ”), including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or compromise relating thereto (“ Losses ”), as a result of or arising in connection with:


      (i)

    any inaccuracy of or any breach of any representation or warranty made by Denison in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not EFI relied on or had knowledge of it;



    - 68 -

      (ii)

    the litigation relating to the contractor for the construction of tailings pond cell 4b at the White Mesa Mill, provided that Denison shall be entitled to receive the proceeds of any amounts received or recovered by Denison or by the Denison US Group as a result of a favourable ruling in favour of Denison or the Denison US Group in connection with such litigation;

         
      (iii)

    any severance payments payable to employees of the Denison US Group who are entitled to receive such severance payments due to the change of control of DMHC resulting from the Transaction; and

         
      (iv)

    any Claim against, or Losses suffered by, EFI arising from matters which occurred prior to the Effective Date relating to White Canyon as a corporate entity, not including its former subsidiary Utah Energy Corporation or the assets thereof.


      (b)

    Notice of Claim. EFI or the Denison US Group, promptly on becoming aware of any circumstances that have given or could give rise to a Claim, shall give notice of those circumstances to Denison. The notice will specify with reasonable particularity (to the extent the information is available) the factual basis for the Claim and the amount of the Losses, if known. The failure to give, or delay in giving, a notice does not relieve Denison of its obligations except and only to the extent of any prejudice caused to Denison by that failure or delay.

         
      (c)

    Investigation . Following receipt of a notice in respect of a Claim, Denison has 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of that investigation, EFI shall make available to Denison the information relied on by EFI or the Denison US Group to substantiate the Claim, together with such information as Denison may reasonably request. If the Parties agree at or prior to the expiry of this 60 day period (or prior to the expiry of any extension of this period agreed to by the Parties) as to the validity and amount of that Claim, Denison shall immediately pay to EFI or the Denison US Group the full amount as agreed to by the Parties of the Claim. For clarity, EFI is deemed to have incurred or suffered Losses as of and from the Effective Date as a consequence of any reduction in the value of the US Mining Division resulting from an inaccuracy or breach of any representation or warranty by Denison under this Agreement.


    8.2

    EFI Indemnity


      (a)

    Indemnification by EFI . EFI shall indemnify and save harmless Denison from, and shall pay to Denison, on demand, the amount of any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, suffered or incurred by Denison directly resulting from or arising out of any act, omission or state of facts and any Claim, including any Losses, as a result of or arising in connection with any inaccuracy of or any breach of any representation or warranty made by EFI in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not Denison relied on or had knowledge of it.

         
      (b)

    Notice of Claim. Denison, promptly on becoming aware of any circumstances that have given or could give rise to a Claim, shall give notice of those circumstances to EFI, The notice will specify with reasonable particularity (to the extent the information is available) the factual basis for the Claim and the amount of the Losses, if known. The failure to give, or delay in giving, a notice does not relieve EFI of its obligations except and only to the extent of any prejudice caused to EFI by that failure or delay.



    - 69 -

      (c)

    Investigation . Following receipt of a notice in respect of a Claim, EFI has 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of that investigation, Denison shall make available to EFI the information relied on by Denison to substantiate the Claim, together with such information as EFI may reasonably request. If the Parties agree at or prior to the expiry of this 60 day period (or prior to the expiry of any extension of this period agreed to by the Parties) as to the validity and amount of that Claim, EFI shall immediately pay to Denison the full amount as agreed to by the Parties of the Claim. For clarity, Denison is deemed to have incurred or suffered Losses as of and from the Effective Date as a consequence of any reduction in the value of the EFI Payment Shares resulting from an inaccuracy or breach of any representation or warranty by EFI under this Agreement.


    8.3

    Notices

    Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand to the Party to which the notice is to be given at the following address or sent by facsimile to the following numbers or to such other address or facsimile number as shall be specified by a party by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by facsimile be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 4:00 p.m. (Toronto time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

    The address for service of each of the parties shall be as follows:

      (a)

    if to EFI:

    44 Union Blvd., Suite 600
    Lakewood, CO 80228
    USA

    Attention: Stephen P. Antony, President and Chief Executive Officer
    Facsimile: 303-974-2141

    With a copy to:

    Borden Ladner Gervais LLP
    Scotia Plaza, 40 King Street West
    Toronto, ON M5H 3Y4
    Canada

    Attention: Mark F. Wheeler
    Facsimile: 416-361-7376


    - 70 -

      (b)

    if to Denison:

    595 Bay Street, Suite 402
    Toronto, ON M5G 2C2
    Canada

    Attention: Ron F. Hochstein, President and Chief Executive Officer
    Facsimile: 416-979-5893

    With a copy to:

    Blake, Cassels & Graydon LLP
    855 – 2 nd Street S.W.
    Suite 3500, Bankers Hall East Tower
    Calgary, AB T2P 4J8
    Canada

    Attention: Daniel McLeod
    Facsimile: 403-260-9700

    8.4

    Remedies

    The Parties acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by either Party or its representatives and advisors and that such breach may cause the non-breaching Party irreparable harm. Each Party agrees that it will not request that the court find that its breach or threatened breach has not or will not cause the other Party irreparable harm and neither Party will lend assistance to such a request. The Parties agree that, in the event of any such breach or threatened breach of this Agreement by one of the Parties, Denison (if EFI is the breaching Party) or EFI (if Denison is the breaching Party) will be entitled to seek equitable relief, including interim, interlocutory and permanent injunctive relief and specific performance. Each Party agrees that it will not take the position in court or otherwise that its breach or threatened breach has not or will not cause the other Party irreparable harm and neither Party will lend assistance to such position.

    Each Party agrees that it will not request that the court require the Party or Parties seeking such relief to provide an undertaking as to damages or to post a bond or security as a condition of granting such relief. Without limiting the generality of the foregoing, the Parties acknowledge and agree that a mandatory order or other injunctive relief may be granted to enforce any negative covenant in this Agreement without the requirement to demonstrate irreparable harm or that the balance of convenience favours the Party seeking such relief. Subject to any other provision hereof including, without limitation, Section 8.4 hereof, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available hereunder at law or in equity to each of the Parties.

    8.5

    Expenses

    The Parties agree that, except for the termination payment provided for in Section 6.3, each Party shall be responsible for its own expenses including all out-of-pocket expenses incurred in connection with this Agreement and the Arrangement, the EFI Meeting, the Denison Meeting and the preparation and mailing of the EFI Proxy Circular and the Denison Proxy Circular, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses. The provisions of this Section 8.5 shall survive the termination of this Agreement.


    - 71 -

    8.6

    Time of the Essence

    Time shall be of the essence in this Agreement.

    8.7

    Entire Agreement

    The Confidentiality Agreement and this Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein. For the avoidance of doubt, this Agreement supersedes and replaces the Letter Agreement in its entirety.

    8.8

    Further Assurances

    Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Plan of Arrangement.

    8.9

    Governing Law

    This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario.

    8.10

    Execution in Counterparts

    This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or electronic scanned copy shall be effective as delivery of a manually executed counterpart of this Agreement, and either Party delivering an executed counterpart of the signature page to this Agreement by facsimile or electronic scanned copy to the other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

    8.11

    Waiver

    No waiver or release by either Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 7.1 hereof.

    8.12

    No Personal Liability


      (a)

    No director or officer of EFI shall have any personal liability whatsoever (other than in the case of fraud or wilful misconduct) to Denison under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of EFI.



    - 72 -

      (b)

    No director or officer of Denison shall have any personal liability whatsoever (other than in the case of fraud or wilful misconduct) to EFI under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of Denison.


    8.13

    Enurement and Assignment

    This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This Agreement may not be assigned by either Party without the prior written consent of each of the other Parties.

    8.14

    United States Tax Considerations


      (a)

    The Parties contemplate that this Agreement, together with the Plan of Arrangement annexed hereto, shall not constitute a plan to effectuate a partial liquidation of Denison within the meaning of Sections 302(b)(4) and 302(e) of the Code.

         
      (b)

    Promptly upon signing this Agreement, Denison will apply for a withholding certificate from the United States Internal Revenue Service under United States Treasury Regulation section 1.1445-3(b) stating that no withholding on the Purchase and Sale Transaction or any other transaction described in the Plan of Arrangement is required under section 1445(a) of the Code. In reliance on representations in this Agreement and on Denison’s agreement to apply for a withholding certificate, EFI agrees to not reduce the EFI Note by the amount of withholding otherwise required under section 1445(a) of the Code. Denison will indemnify EFI for any amount that should have been withheld under section 1445(a) of the Code if the Internal Revenue Service fails to issue a withholding certificate or issues a withholding certificate that does not completely exempt Denison from withholding. Denison will provide EFI with a copy of the application and will forward all related correspondence to EFI immediately upon receipt. For purposes of the indemnification under this Section 8.14(b), Section 3.4 shall not apply to the representations contained in Section 3.2(bb)(vii) and Section 3.2(bb)(viii), and such representations and warranties shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall continue for a period of ending on the earlier of the receipt of the withholding certificate from the United States Internal Revenue Service showing no withholding is required or 24 months from the Effective Date.

         
      (c)

    The Parties agree that the sole consideration for the Purchased Shares is the Share Consideration, allocated 70% to the DMHC Common Shares and 30% to the White Canyon Ordinary Shares and no portion of the EFI Note or the EFI Payment Shares shall constitute consideration for the sale of the Purchased Shares. The Parties agree to characterize for all tax purposes the sale by Denison and the purchase by EFI of (i) the Purchased Shares in consideration of the payment of the Share Consideration and (ii) the Acquired Debt in consideration of the issuance of the EFI Note as a sale in which gain or loss is recognized. Neither Party shall take a position on any tax return inconsistent with such sale treatment except as required by a taxing authority and each Party hereby indemnifies the other for any loss realized by such other party arising out of a Party taking a tax position inconsistent with this Section 8.14(c) unless required by a taxing authority, in which case there will be no indemnification by either Party.



    - 73 -

      (d)

    Notwithstanding any other provisions of this Agreement, if, five days before the Effective Time, the amount of the Acquired Debt exceeds the estimated value of the EFI Payment Shares (the difference being the “ Acquired Debt Excess ”), Denison will contribute a portion of the Acquired Debt to DMHC in an amount equal to the Acquired Debt Excess in exchange for newly issued equity securities of DMHC; provided, however, that Denison will not be required to make this contribution if doing so would give rise to additional tax to Denison under the Tax Act.

    (remainder of page intentionally left blank)


    - S1 -

    IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

    ENERGY FUELS INC.

    Per: (signed) “Stephen P. Antony”
    Name: Stephen P. Antony
    Title: President and Chief Executive Officer

    DENISON MINES CORP.

    Per: (signed) “Ron F. Hochstein”
    Name: Ron F. Hochstein
    Title: President and C.E.O.


    - A1 -

    SCHEDULE A

    PLAN OF ARRANGEMENT
    UNDER SECTION 182 OF THE
    BUSINESS CORPORATIONS ACT (ONTARIO)

    ARTICLE 1 - DEFINITIONS AND INTERPRETATION

    1.1

    Definitions

    In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

      (a)

    Arrangement ” means the arrangement under the provisions of the OBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendment or supplement hereto made in accordance with the Arrangement Agreement, the provisions hereof or at the direction of the Court in the Final Order;

         
      (b)

    Acquired Debt ” shall have the meaning ascribed thereto in the Arrangement Agreement;

         
      (c)

    Arrangement Agreement ” means the Arrangement Agreement dated as of May 23, 2012, between EFI and Denison, as amended, amended and restated or supplemented prior to the Effective Date;

         
      (d)

    Business Day ” means any day other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario;

         
      (e)

    Court ” means the Ontario Superior Court of Justice;

         
      (f)

    Denison ” means Denison Mines Corp., a corporation existing under the OBCA;

         
      (g)

    Denison Class A Shares ” shall have the meaning ascribed thereto in section 3.1(c)(i)(A);

         
      (h)

    Denison Meeting ” means the special meeting of the Denison Shareholders and any adjournments thereof, to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;

         
      (i)

    Denison Shareholders ” means the holders of Denison Shares;

         
      (j)

    Denison Shares ” means the voting, common shares in the capital of Denison as constituted immediately prior to the Effective Time;

         
      (k)

    Depositary ” means such trust company, bank or financial institution agreed to in writing between EFI and Denison for the purpose of, among other things, issuing certificates representing EFI Payment Shares to the Denison Shareholders in connection with the Arrangement;

         
      (l)

    Dissent Procedures ” shall have the meaning ascribed thereto in section 4.1;

         
      (m)

    Dissent Right ” shall have the meaning ascribed thereto in section 4.1;



    - A2 -

      (n)

    Dissenting Shareholder” means a holder of Denison Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Denison Shares;

         
      (o)

    Distribution Record Date ” means the close of business on the Business Day immediately preceding the Effective Date, established for the purpose of determining the Denison Shareholders entitled to receive New Common Shares and an assignment of a portion of the principal amount of the EFI Note pursuant to this Plan of Arrangement;

         
      (p)

    Effective Date ” means the date shown on the certificate of arrangement issued under the OBCA giving effect to the Arrangement;

         
      (q)

    Effective Time ” means 11:59 p.m. (Toronto time) on the Effective Date;

         
      (r)

    EFI ” means Energy Fuels Inc., a corporation continued under the OBCA;

         
      (s)

    EFI Common Shares ” means the issued and outstanding common shares of EFI as constituted on the Effective Date;

         
      (t)

    EFI Note ” means the non-interest bearing promissory note issued to Denison by EFI with a principal amount equal to the aggregate fair market value, determined as of the Effective Date, of the EFI Payment Shares;

         
      (u)

    EFI Payment Shares ” means 425,441,494 common shares in the capital of EFI as constituted on May 23, 2012 or, if the EFI Share Consolidation is effected prior to the Effective Date, 42,544,149 common shares in the capital of EFI after giving effect to the EFI Share Consolidation;

         
      (v)

    EFI Post-Consolidation Common Shares ” means common shares in the capital of EFI after giving effect to the EFI Share Consolidation;

         
      (w)

    EFI Share Consolidation ” means the proposed share consolidation of the EFI Common Shares on the basis of one (1) EFI Post-Consolidation Common Share for each ten (10) EFI Common Shares;

         
      (x)

    Final Order ” means the final order of the Court approving the Arrangement;

         
      (y)

    Interim Order ” means the interim order of the Court made pursuant to subsection 182(5) of the OBCA in connection with the Arrangement, including any amendment thereto;

         
      (z)

    New Common Shares ” means a new class of voting common shares without par value which Denison will create and issue as described in section 3.1 of this Plan of Arrangement and for which the Denison Shares are, in part, to be exchanged under this Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the Denison Shares immediately prior to the Effective Time;

         
      (aa)

    OBCA” means the Business Corporations Act (Ontario);



    - A3 -

      (bb)

    Plan of Arrangement ” means this plan of arrangement, as amended, modified or supplemented from time to time;

         
      (cc)

    Purchase and Sale Transaction ” shall have the meaning ascribed thereto in the Arrangement Agreement;

         
      (dd)

    Purchased Shares ” shall have the meaning ascribed thereto in the Arrangement Agreement;

         
      (ee)

    Share Consideration ” means cash in the aggregate amount of Cdn$10.00; and

         
      (ff)

    Tax Act ” means the Income Tax Act (Canada);


    1.2

    Meaning

    Words and phrases used herein and defined in the OBCA and not otherwise defined herein shall have the same meaning herein as in the OBCA unless the context otherwise requires.

    1.3

    Interpretation Not Affected by Headings

    The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof’, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

    1.4

    Number, Gender and Persons

    In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

    1.5

    Date for any Action

    If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

    1.6

    Statutory References

    Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

    1.7

    Currency

    Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.


    - A4 -

    1.8 Time of the Essence

    Time shall be of the essence with respect to every provision of this Plan of Arrangement.

    ARTICLE 2 - ARRANGEMENT AGREEMENT

    2.1

    Arrangement Agreement

    This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

    ARTICLE 3 - ARRANGEMENT

    3.1

    Arrangement

    Commencing at the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order at separate moments in time without any further act or formality:

      (a)

    Denison and EFI shall complete the Purchase and Sale Transaction pursuant to which Denison shall sell to EFI, and EFI shall purchase from Denison (i) all of the Purchased Shares in consideration for payment of the Share Consideration to Denison and (ii) all of the Acquired Debt in consideration for the issuance of the EFI Note to Denison;

         
      (b)

    each Denison Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to Denison and Denison shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the central securities register as a holder of Denison Shares and such Denison Shares so transferred to Denison shall thereupon be cancelled;

         
      (c)

    in the course of a reorganization of capital:


      (i)

    the authorized share capital of Denison shall be reorganized and altered by:


      A.

    renaming and re-designating all of the issued and unissued Denison Shares as Class A common shares (the “ Denison Class A Shares ”) which shares shall have the same rights and restrictions as the Denison Shares except that each Denison Class A Share shall be entitled to two votes at any meeting of the Denison Shareholders, and

         
      B.

    creating an unlimited number of common shares without par value (the “ New Common Shares ”) with rights, privileges, restrictions and conditions identical to the Denison Shares;


      (ii)

    Denison’s Articles of Incorporation shall be amended to reflect the alterations in section 3.1(c)(i);

         
      (iii)

    pursuant to the reorganization, each issued and outstanding Denison Class A Share shall be exchanged for one New Common Share and an assignment by Denison of that portion of the principal amount of the EFI Note determined by dividing the fair market value of the EFI Note by the number of Denison Class A Shares outstanding;



    - A5 -

      (iv)

    the Denison Class A Shares, none of which will be allocated and issued once the steps referred to in section 3.1(c)(iii) are completed, shall be cancelled and the authorized capital of Denison shall be changed by deleting the Denison Class A Shares as a class of shares of Denison;

         
      (v)

    the amount added to the stated capital of the New Common Shares shall be the excess, if any, of (1) the paid-up capital (as that term is used for the purposes of the Tax Act) of the Denison Shares (other than the Denison Shares held by the Dissenting Shareholders) immediately prior to the Effective Time, less (2) the principal amount of the EFI Note; and the stated capital of the Denison Class A Shares shall, for greater certainty, be nil;

         
      (vi)

    Denison’s Articles of Incorporation shall be amended to reflect the alterations in section 3.1(c)(iv); and


      (d)

    pursuant to the terms of the EFI Note, EFI will repay the EFI Note by issuing the EFI Payment Shares to the Denison Shareholders in full and final satisfaction of the EFI Note. No fractional EFI Common Shares shall be issued. In the event that the repayment of the EFI Note would otherwise result in the issuance to a Denison Shareholder of a number of EFI Common Shares which is not a whole number, the number of EFI Common Shares to be issued to such Denison Shareholder shall be rounded down to the nearest whole number.


    3.2

    Post-Effective Date Procedures


      (a)

    On or promptly after the Effective Date, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the EFI Payment Shares to be issued to the Denison Shareholders on the repayment of the EFI Note and in accordance with the provisions of the Arrangement, which certificates shall be held by the Depositary as agent and nominee for such Denison Shareholders for distribution to such Denison Shareholders in accordance with the provisions of Article 5 hereof.

         
      (b)

    Subject to the provisions of Article 5 hereof, Denison Shareholders (other than Dissenting Shareholders) shall be entitled to receive delivery of the certificates representing the EFI Common Shares to which they are entitled pursuant to the Arrangement.


    3.3

    Deemed Fully Paid and Non-Assessable Shares.

    All New Common Shares and EFI Payment Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the OBCA.

    3.4

    Supplementary Actions.

    Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out herein.


    - A6 -

    ARTICLE 4 - DISSENT RIGHTS

    4.1

    Dissent Rights

    Holders of Denison Shares may exercise rights of dissent (the “ Dissent Right ”) pursuant to and in the manner set forth under the OBCA, as modified by the Interim Order (the “ Dissent Procedures ”), with respect to Denison Shares in connection with the Arrangement, provided that holders who exercise such rights of dissent and who:

      (a)

    are ultimately entitled to be paid fair value for their Denison Shares, which fair value shall be the fair value of the Denison Shares immediately before the passing by the holders of the Denison Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Denison; or

         
      (b)

    are ultimately not entitled, for any reason, to be paid fair value for their Denison Shares shall be deemed to have participated in the Arrangement, commencing at the Effective Time, on the same basis as a non-dissenting holder of Denison Shares and shall be entitled to receive only the consideration contemplated in Section 3.1 hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights,

    but in no case shall EFI, Denison or any other person be required to recognize holders of Denison Shares who exercise Dissent Rights as holders of Denison Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Denison Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Denison Shares at the Effective Time.

    ARTICLE 5 - CERTIFICATES

    5.1

    Denison Class A Shares

    Recognizing that the Denison Shares shall be renamed and re-designated as Denison Class A Shares pursuant to subsection 3.1(c)(i)(A) and that the Denison Class A Shares shall be exchanged partially for New Common Shares pursuant to subsection 3.1(c)(iii), Denison shall not issue replacement share certificates representing the Denison Class A Shares.

    5.2

    EFI Payment Shares

    On or immediately prior to the Effective Time, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the EFI Payment Shares for distribution to the Denison Shareholders, together with an irrevocable direction to distribute and transfer the EFI Payment Shares to the Denison Shareholders in accordance with this Plan of Arrangement.

    5.3

    New Common Shares

    From and after the Effective Date, share certificates representing Denison Shares not deemed to have been cancelled pursuant to Article 4 shall for all purposes be deemed to be share certificates representing New Common Shares, and no new share certificates shall be issued with respect to the New Common Shares issued in connection with the Arrangement.


    - A7 -

    5.4

    Interim Period

    Any Denison Shares traded after the Distribution Record Date will represent New Common Shares as of the Effective Date and shall not carry any rights to receive a pro rata portion of the EFI Note or EFI Payment Shares.

    5.5

    Withholding Rights

    Denison and the Depositary shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Denison Shareholder such amounts as Denison or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, as amended, or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Denison Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

    5.6

    Legality of Distribution of EFI Payment Shares

    Notwithstanding anything else in this Plan of Arrangement, if it appears to EFI that it would be contrary to applicable law to issue EFI Payment Shares in repayment of the EFI Note pursuant to the Arrangement to a person that is not a resident of Canada or the United States, the EFI Payment Shares that otherwise would be issued, as the case may be, to that person will be issued, as the case may be, and delivered to the Depositary for sale of the EFI Payment Shares by the Depositary on behalf of that person. The EFI Payment Shares delivered to the Depositary will be pooled and sold as soon as practicable after the Effective Date, on such dates and at such prices as the Depositary determines in its sole discretion. The Depositary shall not be obligated to seek or obtain a minimum price for any of the EFI Payment Shares sold by it. Each such person will receive a pro rata share of the cash proceeds from the sale of the EFI Payment Shares sold by the Depositary (less commissions, other reasonable expenses incurred in connection with the sale of the EFI Payment Shares and any amount withheld in respect of applicable taxes) in lieu of EFI Payment Shares. The payment of the net proceeds will be subject to Section 5.5. None of EFI, Denison or the Depositary will be liable for any loss arising out of any such sales.

    ARTICLE 6 - AMENDMENTS

    6.1

    Amendments to Plan of Arrangement


      (a)

    EFI and Denison reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by EFI and Denison, (iii) filed with the Court if required by the Interim Order and, if made following the Denison Meeting, approved by the Court, and (iv) communicated to holders or former holders of Denison Shares if and as required by the Court.

         
      (b)

    Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Denison at any time prior to the Denison Meeting provided that EFI shall have consented thereto in writing, and, if so proposed and accepted by the persons voting at the Denison Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.



    - A8 -

      (c)

    Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Denison Meeting shall be effective only if: (i) it is consented to in writing by each of EFI and Denison; and (ii) if required by the Court, it is consented to by holders of the Denison Shares voting in the manner directed by the Court.

     



    Exhibit 99.43

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Denison Mines Corp.
    Execute Definitive Arrangement Agreement

    May 24, 2012

    Toronto, Ontario – Energy Fuels Inc. (“Energy Fuels”) (EFR:TSX) and Denison Mines Corp. (“Denison”) (DML:TSX; DNN: NYSE MKT) are pleased to announce that the companies have entered into a definitive arrangement agreement (the “Arrangement Agreement”) with respect to the previously announced transaction (the "Transaction") whereby Energy Fuels will acquire all of the shares of the subsidiaries holding Denison’s U.S. mining assets and operations (the "US Mining Division") as well as all of the inter-company debt between Denison and the US Mining Division.

    Pursuant to the Arrangement Agreement, Denison and Energy Fuels have agreed to complete a plan of arrangement (the "Arrangement") in accordance with the Business Corporations Act (Ontario). Under the Arrangement: (i) Denison will transfer the US Mining Division and related inter-company debt to Energy Fuels in exchange for a promissory note and a nominal amount of cash, (ii) Denison will complete a reorganization of its capital which will include a distribution of the promissory note to its common shareholders on a pro rata basis, and (iii) Energy Fuels will repay the promissory note by issuing 425,441,494 of its common shares to Denison's shareholders. Upon the completion of the Transaction, Denison's shareholders will receive approximately 1.106 common shares of Energy Fuels for each common share of Denison owned and will in aggregate own approximately 66.5% of the issued and outstanding common shares of Energy Fuels.

    The Arrangement Agreement contains customary covenants by both parties not to solicit offers for competing transactions, a right to match any superior proposal, as well as a reciprocal break fee of Cdn$3.0 million payable upon the termination of the Arrangement Agreement in certain circumstances.

    The completion of the Transaction is subject to satisfaction of certain customary conditions, including but not limited to, Energy Fuels and Denison shareholder approval, court and regulatory approvals including acceptance by the Toronto Stock Exchange and the NYSE MKT exchange and the receipt of third party approvals and consents. Korea Electric Power Corporation (“KEPCO”) has determined not to exercise its right of first opportunity provided for in the strategic relationship agreement dated June 15, 2009 among Denison, KEPCO and a subsidiary of KEPCO.

    The shareholders of Energy Fuels and Denison will each be asked to approve the Transaction at respective special shareholder meetings to be held in late June 2012.

    All of the directors and officers of Energy Fuels who hold shares of Energy Fuels, as well as three of Energy Fuels' other largest shareholders, have entered into support agreements pursuant to which they have agreed to vote in favour of the Transaction at Energy Fuels' shareholder meeting. All of the directors and officers of Denison who hold shares of Denison, as well as two of Denison's other shareholders, have entered into support agreements pursuant to which they have agreed to vote in favour of the approval of the Arrangement. In aggregate, holders of approximately 22.2% of the common shares of Energy Fuels and approximately 10.7% of the common shares of Denison have entered into support agreements.


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the Arrangement Agreement and completion of the Transaction between Energy Fuels and Denison and any other statements regarding Energy Fuels’ and Denison’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Denison’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels’ and Denison’s most recent annual information forms and annual and quarterly financial reports.

    Energy Fuels and Denison assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Denison’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Denison relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    For further information please contact

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Denison Mines Corp.
    Ron Hochstein, President & CEO
    Phone No.: (416) 979-1991 x232
    Email: rhochstein@denisonmines.com



    Exhibit 99.44

    ENERGY FUELS INC.
    NOTICE OF SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD ON
    MONDAY, JUNE 25, 2012

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that a special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the National Club, 303 Bay Street, Toronto, Ontario, Canada on Monday, June 25, 2012 at 2:00 pm (Toronto time) for the following purposes:

    1.

    to consider and, if thought advisable, pass an ordinary resolution authorizing the issuance of common shares of the Corporation pursuant to an arrangement (the “ Denison Arrangement ”) between the Corporation and Denison Mines Corp. (“ Denison ”), pursuant to which, among other things, the Corporation will acquire, directly or indirectly, all of the shares and inter-company indebtedness of Denison’s subsidiaries holding all of Denison’s mining assets and operations located in the United States, in exchange for 425,441,494 common shares of the Corporation, all as more particularly described in the management information circular dated May 28, 2012 of the Corporation (the “ Circular ”);

       
    2.

    to consider and, if thought advisable, pass an ordinary resolution authorizing the issuance of common shares of the Corporation to Dundee Securities Ltd. in partial satisfaction of compensation payable to Dundee Securities Ltd. in connection with the Denison Arrangement, as more particularly described in the Circular;

       
    3.

    to consider and, if thought advisable, pass a special resolution authorizing an amendment to the articles of the Corporation providing that the Corporation’s issued and outstanding common shares be consolidated on the basis of one (1) new common share in the capital of the Corporation for every ten (10) existing common shares, as more particularly described in the Circular; and

       
    4.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CIBC Mellon Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on June 21, 2012, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated this 28 th day of May, 2012.

      BY ORDER OF THE BOARD
       
       
      (signed) “Stephen P. Antony”
      Stephen P. Antony, President
      and Chief Executive Officer



    Exhibit 99.45

     
     
     
    ENERGY FUELS INC.
     
    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON MONDAY, JUNE 25, 2012
     
     
    MANAGEMENT INFORMATION CIRCULAR
    MAY 28, 2012
     
     


    ENERGY FUELS INC.
    NOTICE OF SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD ON
    MONDAY, JUNE 25, 2012

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that a special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the National Club, 303 Bay Street, Toronto, Ontario, Canada on Monday, June 25, 2012 at 2:00 pm (Toronto time) for the following purposes:

    1.

    to consider and, if thought advisable, pass an ordinary resolution authorizing the issuance of common shares of the Corporation pursuant to an arrangement (the “ Denison Arrangement ”) between the Corporation and Denison Mines Corp. (“ Denison ”), pursuant to which, among other things, the Corporation will acquire, directly or indirectly, all of the shares and inter-company indebtedness of Denison’s subsidiaries holding all of Denison’s mining assets and operations located in the United States, in exchange for 425,441,494 common shares of the Corporation, all as more particularly described in the management information circular dated May 28, 2012 of the Corporation (the “ Circular ”);

       
    2.

    to consider and, if thought advisable, pass an ordinary resolution authorizing the issuance of common shares of the Corporation to Dundee Securities Ltd. in partial satisfaction of compensation payable to Dundee Securities Ltd. in connection with the Denison Arrangement, as more particularly described in the Circular;

       
    3.

    to consider and, if thought advisable, pass a special resolution authorizing an amendment to the articles of the Corporation providing that the Corporation’s issued and outstanding common shares be consolidated on the basis of one (1) new common share in the capital of the Corporation for every ten (10) existing common shares, as more particularly described in the Circular; and

       
    4.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CIBC Mellon Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on June 21, 2012, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated this 28 th day of May, 2012.

    BY ORDER OF THE BOARD

    (signed) “Stephen P. Antony”
    Stephen P. Antony, President
    and Chief Executive Officer



    MANAGEMENT INFORMATION CIRCULAR OF ENERGY FUELS INC.
    (the “Circular”)
     
    TABLE OF CONTENTS

    GLOSSARY OF TERMS 3
    INTRODUCTION 7
         Information Concerning Denison Mines Corp 7
         Cautionary Statement Regarding Forward-Looking Information and Statements 7
         Notice to United States Shareholders 9
         Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources 10
    DOCUMENTS INCORPORATED BY REFERENCE 10
    GENERAL PROXY INFORMATION 11
         Appointment and Revocation of Proxies 11
         Voting of Shares Represented by Management Proxies 11
         Voting by Non-Registered Shareholders 11
         Distribution of Meeting Materials to Non-Objecting Beneficial Owners 12
    INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 13
    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 13
    ACQUISITION OF THE DENISON US MINING DIVISION 13
         Background to the Acquisition 13
         Recommendation of the EFI Board 15
         Reasons for the Transaction 15
         Factors Considered by the EFI Board and Management 15
         Fairness Opinion 16
         The Denison Arrangement – Securities Issuable by EFI 17
         EFI Shareholder Approval 18
         Denison Shareholder Approval and Court Approval 19
         Dissent Rights 19
         Material Agreements Relating to the Acquisition 19
              Arrangement Agreement 19
              EFI Support Agreements 24
    APPROVAL OF SHARE COMPENSATION ARRANGEMENT 25
    RISK FACTORS 25
         Risks of Proceeding with the Acquisition and the Denison Arrangement 25
         Risks of Not Proceeding with the Acquisition 26
         Risks Related to EFI Following the Acquisition 26
    INFORMATION ABOUT EFI 27
         Overview and Corporate Structure 27
         Proposed Private Placement 28
    THE DENISON US MINING DIVISION 29
         Overview and Corporate Structure 29
         Business 31
         Operations 31
         Interest of Certain Persons in the Acquisition 70
         Material Contracts 70
         Dividends 70

    1



         Management’s Discussion and Analysis 70
         Consolidated Capitalization and Options to Purchase Securities 70
         Prior Sales 71
         Directors and Executive Officers 71
         Indebtedness of Directors and Executive Officers 73
         Legal Proceedings and Regulatory Actions 73
         Auditors 74
    INFORMATION ABOUT EFI AFTER GIVING EFFECT TO THE DENISON ARRANGEMENT 74
         General 74
         Business of EFI Post-Denison Arrangement 75
         Corporate Structure Following the Completion of the Plan of Arrangement 76
          Pro Forma Financial Information 77
         Authorized and Issued Share Capital 78
          Pro Forma Consolidated Capitalization 79
         Principal Holders of Common Shares 79
    SHARE CONSOLIDATION 79
         Reasons For the Share Consolidation 80
         Share Certificates 80
         Risks Factors Associated with the Share Consolidation 80
         Effects of the Share Consolidation on the EFI Common Shares 81
         Procedure for Implementing the Share Consolidation 81
         No Dissent Rights 82
         U.S. Federal Income Tax Considerations 82
         Share Consolidation Resolution 82
    AUDIT COMMITTEE DISCLOSURE 82
    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 82
    INTERESTS OF EXPERTS 83
    ADDITIONAL INFORMATION 83
    EXEMPTIONS 83
    DIRECTORS’ APPROVAL 84
    CONSENT OF EXPERTS 85
    SCHEDULE A - Acquisition Resolution A-1
    SCHEDULE B – Arrangement Agreement B-1
    SCHEDULE C - Fairness Opinion C-1
    SCHEDULE D – Pro forma Financial Statements of EFI D-1
    SCHEDULE E –Financial Statements of DMHC E-1
    SCHEDULE F - Financial Statements of White Canyon F-1
    SCHEDULE G - Share Consolidation Resolution G-1

    2


    GLOSSARY OF TERMS

    Unless the context indicates otherwise, the following terms shall have the meanings set out below when used in this Circular.

    $ ” means Canadian dollars;

    Acquired Debt ” means all indebtedness of the Denison US Group owing to Denison and the subsidiaries of Denison other than the Denison US Group as of the Effective Time;

    Acquisition ” means the Purchase and Sale Transaction referred to in the Arrangement Agreement, being the purchase by the Corporation from Denison of (i) the Purchased Shares in consideration of the payment of the Share Consideration, and (ii) the Acquired Debt in consideration of the issuance of the EFI Note, on the terms and subject to the conditions set out in the Arrangement Agreement;

    Acquisition Resolution ” means the resolution to be considered at the Meeting with respect to the Acquisition of the Acquired Debt and the Purchased Shares pursuant to the Arrangement Agreement, the proposed form of which is attached as Schedule A to this Circular;

    Arizona Strip Technical Report ” means the technical report entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, USA” dated February 26, 2007 prepared for Denison by Thomas C. Pool, P.E. and David A. Ross, P.Geo. of Scott Wilson RPA, filed by Denison on SEDAR on March 26, 2007;

    Arrangement Agreement ” means the arrangement agreement dated as of May 23, 2012 between EFI and Denison with respect to the Acquisition and the Denison Arrangement;

    Canadian GAAP ” means generally accepted accounting principles in effect from time to time in Canada, determined with reference to the Handbook of the Canadian Institute of Chartered Accountants;

    Circular ” means this management information circular of the Corporation, including the Notice of Meeting and all schedules attached hereto and all amendments hereto;

    Court ” means the Ontario Superior Court of Justice (Commercial List);

    Denison ” means Denison Mines Corp., a corporation incorporated under the laws of Ontario;

    Denison AIF ” means the annual information form of Denison dated March 28, 2012 in respect of the year ended December 31, 2011;

    Denison Arrangement ” means the arrangement to be effected by Denison under the provisions of Section 182 of the OBCA on the terms and subject to the conditions set forth in the plan of arrangement attached as Schedule A to the Arrangement Agreement;

    Denison Board ” means the board of directors of Denison;

    Denison Circular ” means the management information circular of Denison dated May 28, 2012, including the notice of meeting and all schedules attached hereto and all amendments thereof;

    Denison Common Shares ” means the issued and outstanding common shares of Denison as constituted on the date hereof;

    Denison Meeting ” means the special meeting of Denison Shareholders to be held on June 25, 2012, and any adjournment thereof;

    Denison Nominees ” means Ron F. Hochstein and W. Robert Dengler, the two individuals nominated by Denison for a position on the EFI Board following completion of the Acquisition;

    Denison Resolution ” means the special resolution of the Denison Shareholders to be considered at the Denison Meeting with respect to the Denison Arrangement;

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    Denison Shareholder Approval ” means the approval of the Denison Resolution by not less than two-thirds of the votes cast by Denison Shareholders voting in person or by proxy at the Denison Meeting;

    Denison Shareholders ” means the holders of Denison Common Shares;

    Denison Support Agreements ” means the support agreements between EFI and (i) each of Zebra Holdings and Investments SARL and Lorito Holdings SARL, and (ii) each of the directors and officers of Denison who are Denison Shareholders, pursuant to which each such person has agreed to vote their Denison Common Shares in favour of the Denison Resolution;

    Denison Technical Reports ” means, collectively, the Arizona Strip Technical Report, the EZ Complex Technical Report, the Henry Mountains Technical Report, the Henry Mountains Tony M-Southwest Technical Report, ;

    Denison US Group ” means, collectively, DMHC, White Canyon and the direct and indirect subsidiaries of DMHC which hold and operate the Denison US Mining Division, being Denison Mines (USA) Corp., Denison White Mesa LLC, Denison Colorado Plateau LLC, Utah Energy Corporation, Denison Arizona Strip LLC, Denison Henry Mountains LLC, and Denison Properties LLC;

    Denison US Mining Division ” means all of Denison’s mining assets and operations located in the United States of America including DMHC, White Canyon and its subsidiaries;

    DMHC ” means Denison Mines Holdings Corp., a corporation incorporated under the laws of Delaware;

    DMHC Shares ” means the issued and outstanding common shares and preferred shares in the capital of DMHC;

    Dundee Securities ” means Dundee Securities Ltd., a registered dealer which is acting as EFI’s financial advisor in connection with the Acquisition;

    Effective Date ” means the date shown on the certificate of arrangement issued under the OBCA giving effect to the Denison Arrangement, which date is expected to be June 29, 2012;

    Effective Time ” means the time at which the Denison Arrangement (including the Acquisition) becomes effective, being 11:59 pm (Eastern Daylight Time) on the Effective Date;

    EFI ” or the “ Corporation ” means Energy Fuels Inc., a corporation existing under the laws of Ontario;

    EFI AIF ” means the annual information form of EFI dated December 17, 2011 in respect of the year ended September 30, 2011;

    EFI Board ” means the board of directors of EFI;

    EFI Common Shares ” means the issued and outstanding common shares in the capital of EFI as constituted on the date hereof (and, without limiting the generality of the foregoing, before giving effect to the EFI Share Consolidation);

    EFI Note ” means the non-interest bearing promissory note to be issued to Denison by EFI with a principal amount equal to the aggregate fair market value of the EFI Payment Shares on the Effective Date;

    EFI Payment Shares ” means 425,441,494 EFI Common Shares, which shares are to be issued to Denison Shareholders on a pro rata basis pursuant to the Denison Arrangement;

    EFI Post-Consolidation Common Shares ” means common shares in the capital of EFI after giving effect to the EFI Share Consolidation;

    EFI Share Consolidation ” means the proposed share consolidation of the EFI Common Shares on the basis of one (1) EFI Post-Consolidation Common Share for each ten (10) EFI Common Shares, as described below under “Share Consolidation”;

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    EFI Shareholder Approval ” means the approval of the Acquisition Resolution by a majority of the votes cast by EFI Shareholders voting in person or by proxy at the Meeting;

    EFI Shareholders ” means the holders of EFI Common Shares;

    EFI Support Agreements ” means the support agreements between Denison and (i) each of Dundee Resources Limited, Pinetree Capital Ltd. and Mega Uranium Ltd., and (ii) each director and officer of EFI who are EFI Shareholders, pursuant to which each such person has agreed to vote their EFI Common Shares in favour of the Acquisition Resolution;

    eU 3 O 8 ” refers to equivalent U 3 O 8 grade derived by gamma logging of drill holes;

    EZ Complex Technical Report ” means the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, USA” dated June 24, 2009 prepared for Denison by Christopher Moreton, Ph.D., P.Geo. and David Ross, M.Sc., P.Geo. of Scott Wilson RPA, filed by Denison on SEDAR on August 11, 2009;

    Fairness Opinion ” means the written fairness opinion from Dundee Securities dated April 13, 2012 delivered to the EFI Board in connection with the Letter Arrangement, the full text of which is set out as Schedule C to this Circular;

    Final Order ” means the order of the Court pursuant to Subsection 182(5)(f) of the OBCA approving the Denison Arrangement;

    Henry Mountains Technical Report ” means the technical report entitled “Technical Report on the Henry Mountains Complex Uranium Project, Utah, USA” dated September 9, 2006 prepared for International Uranium Corporation (a predecessor of Denison) by Thomas C. Pool, P.E. of Scott Wilson RPA, filed by Denison on SEDAR on October 17, 2006;

    Henry Mountains Tony M–Southwest Technical Report ” means the technical report entitled “Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, Utah, USA” dated March 19, 2009 prepared for Denison by Douglas H. Underhill, Ph.D., C.P.G. and William E. Roscoe, Ph.D., P.Eng. of Scott Wilson RPA, filed by Denison on SEDAR on April 6, 2009;

    IFRS ” means International Financial Reporting Standards, being the standards and interpretations adopted by the International Accounting Standards Board, as amended from time to time, in effect and generally accepted in Canada as applicable to publicly accountable enterprises;

    Interim Order ” means the interim order of the Court granted to Denison on May 28, 2012 providing for, among other things, the calling and holding of the Denison Meeting;

    KEPCO ” means Korea Electric Power Corporation, a significant shareholder of Denison;

    KEPCO Offtake Agreement ” means the uranium offtake agreement dated June 15, 2009 among Denison, KEPCO and Korea Hydro & Nuclear Power Co., Ltd.;

    Letter Agreement ” means the letter agreement signed by EFI and Denison dated April 16, 2012, as extended by letter dated May 11, 2012;

    Meeting ” means the special meeting of EFI Shareholders to be held on June 25, 2012, and any adjournment thereof;

    NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators;

    NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations adopted by the Canadian Securities Administrators;

    NI 54-101 ” means National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer adopted by the Canadian Securities Administrators;

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    NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices adopted by the Canadian Securities Administrators;

    Notice of Meeting ” means the notice of the special meeting of EFI Shareholders delivered to EFI Shareholders forming part of this Circular;

    OBCA ” means the Business Corporations Act (Ontario);

    Piñon Ridge Mill ” means the proposed Piñon Ridge Mill, which is located near Naturita, Colorado;

    Purchased Shares ” means all of the issued and outstanding shares of DMHC (other than the shares of DMHC held by White Canyon) and all of the issued and outstanding shares of White Canyon;

    Record Date ” means the close of business on May 16, 2012, being the time for determining EFI Shareholders entitled to vote at the Meeting;

    Share Consideration ” means the payment of $10.00 to be paid by the Corporation in consideration of the Purchased Shares;

    Scott Wilson RPA ” means Scott Wilson Roscoe Postle Associates Inc., an independent geological consulting firm which prepared the Denison Technical Reports;

    SEDAR ” means the System for Electronic Document Analysis and Retrieval located at www.sedar.com;

    Share Consolidation Resolution ” means the special resolution of the EFI Shareholders to be considered at the Meeting with respect to the Share Consolidation, the proposed form of which is attached as Schedule G to this Circular;

    Sheep Mountain Project ” means the mining claims, state mining leases, private leases and surface rights comprising the Sheep Mountain uranium exploration property located in Fremont County, Wyoming;

    Tax Act ” means the Income Tax Act (Canada);

    Titan ” means Titan Uranium Inc., a wholly-owned subsidiary of EFI;

    TSX ” means the Toronto Stock Exchange;

    U.S. Securities Laws ” means all applicable U.S. federal and state securities laws and regulations, including, without limitation, the 1933 Act, the 1934 Act and the rules and regulations promulgated from time to time thereunder;

    U 3 O 8 ” means triuranium octoxide;

    White Canyon ” means White Canyon Uranium Limited, a corporation incorporated under the laws of Australia;

    White Mesa Mill ” means the White Mesa mill, a 2,000-ton per day uranium and vanadium processing facility located near Blanding, Utah;

    1933 Act ” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder; and

    1934 Act ” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder.

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    INTRODUCTION

    The information contained in this Circular is furnished in connection with the solicitation of proxies to be used at the Meeting of EFI Shareholders to be held at The National Club, Toronto, Ontario on June 25, 2012 at 2:00 p.m. (Toronto time), and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or regular employees of EFI. The solicitation of proxies by this Circular is being made by or on behalf of the management of EFI. The total cost of the solicitation will be borne by EFI.

    Unless otherwise noted, all information contained in this Circular is as of May 23, 2012.

    Information Concerning Denison Mines Corp.

    Certain information in this Circular pertaining to Denison, including but not limited to, information pertaining to Denison, the Denison US Group and the Denison US Mining Division under “Acquisition of the Denison US Mining Division” and “The Denison US Mining Division”, and including but not limited to, information derived from the Denison Technical Reports, available electronically under Denison’s profile on SEDAR at www.sedar.com, has been furnished by Denison or is derived from information provided by Denison. Although EFI does not have any knowledge that would indicate that such information is untrue or incomplete, neither EFI nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information including any of Denison’s financial statements or information derived from the Denison Technical Reports, or for the failure by Denison to disclose events or information that may affect the completeness or accuracy of such information. In the Arrangement Agreement, Denison has covenanted to EFI that, to the best of its knowledge, the information concerning Denison provided by Denison for inclusion in this Circular does not contain a misrepresentation.

    Cautionary Statement Regarding Forward-Looking Information and Statements

    This Circular contains or incorporates by reference forward-looking statements and forward-looking information (collectively, “ forward-looking statements ”) within the meaning of applicable Canadian securities legislation and U.S. Securities Laws. These statements relate to future events or the future activities or future performance of EFI and Denison. All statements, other than statements of historical fact, are forward-looking statements. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “may”, “postulate”, “plans” and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:

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    Although EFI believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond EFI’s ability to predict or control, including, but not limited to, risks related to EFI’s ability to identify one or more economic deposits on its properties, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products EFI may produce or plan to produce, EFI’s inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks identified under “Risk Factors” in this Circular and in the EFI AIF.

    EFI cautions investors that any forward-looking statements by EFI are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained or incorporated by reference in this Circular. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:

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    In addition, forward-looking information and pro forma information contained or incorporated by reference herein is based on certain assumptions and involves risks related to the consummation or non-consummation of the Acquisition and the Denison Arrangement, the Share Consolidation and the business and operations of EFI following the Denison Arrangement and the Share Consolidation. Pro forma information contained herein is based on the assumption that the Denison Arrangement, including the Acquisition, will be completed. Other assumptions include, but are not limited to, the ability of EFI following the Acquisition and the Share Consolidation to realize the enhanced growth opportunities currently anticipated, in particular with respect to the Piñon Ridge Mill and its Sheep Mountain Project. Risks include the risks that the conditions to completion of the Acquisition and the Denison Arrangement will not be satisfied or waived, that the Arrangement Agreement may be terminated, that upon completion of the Acquisition and the Denison Arrangement the market value of EFI Common Shares will be different from the value at the time the Arrangement Agreement was agreed, and other risks discussed in this Circular and the EFI AIF. Although EFI has attempted to identify important factors that could cause actions, events or results to differ materially from those described in forward-looking statements and pro forma information in this Circular, and the documents incorporated by reference herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information.

    All of the forward-looking statements made in this Circular, including all documents incorporated by reference herein, are qualified by these cautionary statements. These forward-looking statements are made as of the date hereof and EFI does not intend and does not assume any obligation, to update these forward-looking statements, except as required by applicable securities law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

    Notice to United States Shareholders

    EFI and Denison are corporations existing under the laws of the Province of Ontario, Canada. The solicitation of proxies and the transactions contemplated in this Circular involve securities of Canadian issuers and are being effected in accordance with Canadian corporate and securities laws. The solicitation of proxies is not subject to the requirements of Section 14(a) of the 1934 Act. Accordingly, this Circular has been prepared solely in accordance with applicable Canadian disclosure requirements. Shareholders in the United States should be aware that such requirements differ from such requirements under U.S. Securities Laws relating to United States companies.

    The financial statements and pro forma and historical financial information included or incorporated by reference herein have been prepared in accordance with Canadian generally accepted accounting principles and are subject to auditing and auditor independence standards in Canada, which differ from U.S. generally accepted accounting principles and auditing and auditor independence standards in the U.S. in certain material respects, and thus may not be comparable to financial statements of U.S. companies. The financial statements of DMHC were prepared in accordance with IFRS, and the financial statements of White Canyon were prepared in accordance with Australian IFRS. Likewise, information concerning the properties and operations of EFI and Denison has been prepared in accordance with Canadian disclosure standards under applicable Canadian securities laws, which are not comparable to disclosure standards promulgated by the SEC under the 1933 Act and the 1934 Act. In particular, the information regarding mineral reserves and resources contained in this Circular was prepared pursuant to NI 43-101 adopted by the Canadian securities authorities. Information regarding mineral reserves and resources included or incorporated by reference herein is not comparable to similar information that would be disclosed by a U.S. company in its filings with the SEC. See “Introduction -Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources”.

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    Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources

    Information concerning the mineral properties of EFI and Denison included or incorporated by reference herein has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of U.S. Securities Laws applicable to U.S. companies subject to the reporting and disclosure requirements of the SEC. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide definition of “reserve”. In accordance with NI 43-101, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this Circular or in the documents incorporated by reference in this Circular are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the “ CIM ”) Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on November 27, 2010, as amended. While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by NI 43-101, the SEC does not recognize them. Shareholders who are U.S. persons are cautioned that, except for that portion of the mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. Under Canadian securities laws, estimates of inferred mineral resources may not form the basis of an economic analysis, except under certain prescribed circumstances. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, shareholders are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, shareholders are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

    DOCUMENTS INCORPORATED BY REFERENCE

    The following documents relating to Denison are specifically incorporated by reference in this Circular:

    Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President, Corporate Marketing and Secretary of EFI at 2 Toronto Street, Suite 500, Toronto, Ontario M5C 2B6 Phone: 303-974-2140, Fax: 303-974-2141. These documents are also available electronically under Denison’s profile on SEDAR at www.sedar.com .

    Any statement contained in this Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Circular, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has been modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constitutes a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of this Circular.

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    GENERAL PROXY INFORMATION

    Appointment and Revocation of Proxies

    The persons named in the form of proxy accompanying this Circular are officers and/or directors of EFI.

    An EFI Shareholder has the right to appoint a person other than the persons specified in such form of proxy and who need not be an EFI Shareholder to attend and act for him and on his behalf at the Meeting. Such right may be exercised by striking out the names of the persons specified in the proxy, inserting the name of the person to be appointed in the blank space provided in the proxy, signing the proxy and returning it in the reply envelope in the manner set forth in the accompanying Notice of Meeting.

    An EFI Shareholder who has given a proxy may revoke it by an instrument in writing, including another completed form of proxy, executed by him or his attorney authorized in writing, deposited at the registered office of EFI, or at the offices of CIBC Mellon Trust Company by mail at c/o Cover-All, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, up to 5:00 p.m. (Toronto time) on June 21, 2012, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned, or in any other manner permitted by law.

    Voting of Shares Represented by Management Proxies

    The persons named in the enclosed form of proxy will vote the EFI Common Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. In the absence of such instructions, such shares will be voted in favour of each of the matters referred to herein.

    The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of EFI knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters which are not known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxy holder.

    Voting by Non-Registered Shareholders

    Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, EFI Common Shares owned by a person (a “ non-registered owner ”) are registered either (a) in the name of an intermediary (an “ Intermediary ”) that the non-registered owner deals with in respect of the EFI Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency, such as The Canadian Depository for Securities Limited (“ CDS ”), of which the Intermediary is a participant. In accordance with the requirements of NI 54-101, EFI has distributed copies of the Circular and the accompanying Notice of Meeting together with the form of proxy (collectively, the “ Meeting Materials ”) (i) directly to non-registered owners who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own (“ NOBOs ”), and (ii) to the clearing agencies and Intermediaries for onward distribution to non-registered owners who have advised their Intermediary that they object to the Intermediary providing their ownership information (“ OBOs ”).

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    Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to OBOs. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

    In either case, the purpose of this procedure is to permit non-registered owners to direct the voting of the EFI Common Shares they beneficially own. Should a non-registered owner who receives either form of proxy wish to vote at the Meeting in person, the non-registered owner should strike out the persons named in the form of proxy and insert the non-registered owner’s name in the blank space provided. Non-registered owners should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

    Distribution of Meeting Materials to Non-Objecting Beneficial Owners

    These Meeting Materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and EFI or its agent has sent these materials directly to you, your name and address and information about your holdings of EFI Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

    By choosing to send these materials to you directly, EFI (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

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    INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

    Other than as set out herein, no director or executive officer of EFI, nor any proposed nominee of the EFI Board, nor any associate or affiliate of any one of them, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

    The authorized capital of EFI consists of an unlimited number of EFI Common Shares, an unlimited number of Preferred Shares issuable in series, and an unlimited number Series A Preferred Shares. As of the Record Date, being the close of business on May 16, 2012, the Corporation had issued and outstanding 214,336,818 EFI Common Shares and nil Preferred Shares. The Corporation made a list of all persons who are registered holders of EFI Common Shares as of the Record Date, being the close of business on May 16, 2012, and the number of EFI Common Shares registered in the name of each person on that date. Each EFI Shareholder as of the Record Date is entitled to one vote for each EFI Common Share registered in his or her name as it appears on the list on all matters which come before the Meeting.

    To the knowledge of the directors and senior officers of the Corporation, as of the Record Date the following shareholder is the only person or company that beneficially owns, directly or indirectly, or controls securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation entitled to be voted at the Meeting:

    Name of Shareholder and
    Municipality of Residence
    Number of EFI Common Shares
    Owned, Controlled or Directed
    % of the Outstanding
    EFI Common Shares
    Dundee Resources Limited
    Toronto, Ontario
    22,950,000 10.7%

    ACQUISITION OF THE DENISON US MINING DIVISION

    At the Meeting, EFI Shareholders will be asked to consider and, if thought advisable, to pass, the Acquisition Resolution, in the form attached as Schedule A to this Circular, to approve the issuance of the EFI Payment Shares pursuant to the Acquisition in accordance with the terms of the Arrangement Agreement.

    In order to complete the Acquisition and the Denison Arrangement, the Acquisition Resolution must be approved by the affirmative vote of a simple majority of the votes cast by EFI Shareholders at the Meeting. Unless otherwise directed, it is EFI management’s intention to vote for the Acquisition Resolution. If you do not specify how you want your EFI Common Shares voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting in favour of the Acquisition Resolution.

    Background to the Acquisition

    Between 2007 and September 2011, given the proximity of many of EFI’s mineral properties to Denison’s White Mesa Mill, EFI and Denison held various discussions regarding potential business transactions and relationships between the two companies including, but not limited to, business combinations, strategic alliances, joint ventures and toll-milling arrangements. While both companies recognized the potential strategic merit of a business transaction or relationship, these various discussions were not pursued until March 2012.

    On March 6, 2012, Mr. Antony, the President and CEO of EFI, together with representatives of EFI’s financial advisor, Dundee Securities, met with Mr. Hochstein, the President & CEO of Denison and representatives of Denison’s financial advisor, Haywood Securities Inc., and initiated preliminary discussions regarding a possible transaction whereby EFI would acquire the Denison US Mining Division from Denison in exchange for EFI Common Shares which would be distributed to Denison Shareholders on a pro rata basis.

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    Discussions between the managements of the two companies and their respective advisors continued until March 12, 2012, on which date the parties entered into a confidentiality agreement, which included customary standstill and non-solicitation clauses. The parties began exchanging confidential information and commenced their respective due diligence reviews of one another.

    On March 17, 2012, EFI submitted a non-binding letter of intent to Denison that set out a framework for continued discussions and negotiation of a transaction, as well as summarized the commercial terms upon which EFI would consider the Acquisition. Between March 18, 2012 and March 23, 2012, EFI, Denison and their respective financial and legal advisors negotiated the non-binding letter of intent. On March 23, 2012, EFI and Denison entered into the non-binding letter of intent and both parties continued their respective due diligence reviews of one another as well as evaluated the strategic merits of the Acquisition including potential synergies. Under the terms of the letter of intent, EFI and Denison agreed to proceed with discussions on an exclusive basis.

    On April 2, 2012, Mr. Antony, together with Messrs. Goodman and Patricio, directors of EFI, met with Mr. Hochstein to discuss more specific transaction terms and structures. Among the topics discussed at this meeting was the proposal that two members of the Denison Board be appointed to the EFI Board following closing, and integration of the management personnel of each of EFI and the Denison US Group following completion of the transaction to ensure continuity for the Denison US Mining Division business going forward. Denison also raised the desire to retain two members of the Denison US Mining Division staff for its international projects. The parties also discussed matters related to the transaction structure and the nature and value of the consideration to be exchanged in the transaction. On April 4 and 5, 2012, Mr. Antony met with Mr. Hochstein in Denver, Colorado to discuss the potential transaction in more detail. On April 5, 2012, EFI and Denison reached a general understanding regarding the value for the Denison US Mining Division and the number of EFI Common Shares to be issued in the transaction. EFI, Denison and their respective financial and legal advisors continued negotiations towards the settlement of the Letter Agreement, and considered how to optimally structure the Acquisition and efficiently distribute the EFI Payment Shares to Denison Shareholders.

    On Friday, April 13, 2012, the EFI Board met to consider the proposed terms of the Acquisition as set out in a draft of the Letter Agreement. At that meeting, Dundee Securities provided an oral fairness opinion to the EFI Board. (See “Acquisition of the Denison US Mining Division - Fairness Opinion” below.) The Fairness Opinion is not intended to be and does not constitute a recommendation to any EFI Shareholder as to how to vote or act at the Meeting.

    On Monday, April 16, 2012, EFI and Denison entered into the Letter Agreement and issued a press release announcing the Letter Agreement that same day. The Letter Agreement set out the general terms of the proposed transaction, and the basis on which the parties were prepared to proceed to the completion of definitive documentation in respect of the Acquisition and the Denison Arrangement. The Letter Agreement specified a deadline of May 11, 2012 to enter into the Arrangement Agreement. Discussions with respect to the structure of the transaction, as well as the final terms of the Arrangement Agreement and the EFI Support Agreements and the Denison Support Agreements, were continuing at May 11, 2012. On May 11, 2012, the parties entered into an amendment to the Letter Agreement which extended the deadline for entering into the Arrangement Agreement to May 23, 2012.

    At a meeting of the EFI Board held on May 22, 2012, the EFI Board unanimously approved the Arrangement Agreement. EFI and Denison then signed the Arrangement Agreement on May 23, 2012 and issued a press release announcing the Arrangement Agreement on May 24, 2012. See the more detailed discussion of the Arrangement Agreement below, under “Acquisition of the Denison US Mining Division – Material Agreements Relating to the Acquisition”.

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    Recommendation of the EFI Board

    The EFI Board has unanimously determined that the Acquisition is in the best interests of EFI and EFI Shareholders, and recommends that EFI Shareholders vote FOR the Acquisition Resolution.

    The directors and officers of EFI and their associates beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 5,126,759 EFI Common Shares, representing approximately 2.4% of the outstanding EFI Common Shares. All of the directors and officers of EFI who beneficially own EFI Common Shares have entered into EFI Support Agreements to vote all of their EFI Common Shares in favour of the Acquisition Resolution. In addition, Dundee Resources Limited, Pinetree Capital Ltd. and Mega Uranium Ltd., which collectively hold 42,482,292 EFI Common Shares, representing approximately 19.8% of the outstanding EFI Common Shares, have also entered into EFI Support Agreements to vote all of their EFI Common Shares in favour of the Acquisition Resolution.

    Reasons for the Transaction

    EFI is a uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Wyoming, Arizona and New Mexico. EFI’s mission has been to build a fully integrated uranium and vanadium production company through exploration, development, mining, milling and sales, primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado and Utah) and in the broader western United States. In addition, EFI has a corporate strategy of consolidating prospective uranium properties within the western United States and has been actively seeking suitable acquisition candidates.

    The Acquisition is consistent with EFI’s consolidation strategy. EFI believes that the Acquisition will provide a number of substantial benefits for EFI Shareholders including:

    Factors Considered by the EFI Board and Management

    In the course of their due diligence and evaluation of the Denison US Mining Division, the Arrangement Agreement, the Acquisition and the Denison Arrangement, the EFI Board consulted with EFI’s senior management and legal counsel, EFI’s financial advisor, Dundee Securities, and reviewed a significant amount of information and considered a number of factors including, among others, that the Denison Arrangement would increase EFI’s scale and market presence in the uranium sector, immediately position EFI as the largest US-based uranium producer, improve EFI’s financial position and lower its cost of capital, create synergies by combining EFI’s mineral properties with the Denison US Mining Division and consolidate and expand its US property holdings. The EFI Board also considered the factors described under “Acquisition of the Denison US Mining Division - Reasons for the Transaction” above, and the Fairness Opinion from Dundee Securities.

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    In the course of its deliberations, the EFI Board also identified and considered a variety of risks (as described in greater detail under “Risk Factors” in this Circular and in EFI’s AIF) and potentially negative factors in connection with the Acquisition, including, but not limited to:

    The EFI Board’s reasons for recommending the Acquisition include certain assumptions relating to forward-looking statements and such information and assumptions are subject to various risks. See “Introduction - Cautionary Statement Regarding Forward-Looking Information and Statements” and “Risk Factors” in this Circular and in the EFI AIF, a copy of which is available under EFI’s profile on SEDAR at www.sedar.com.

    The foregoing summary of the information and factors considered by the EFI Board is not intended to be exhaustive. The EFI Board’s recommendation was made after considering all of the above-noted factors and in light of the EFI Board’s knowledge of the business, financial condition and prospects of the Denison US Mining Division and was also based on the advice of management. In addition, individual members of the EFI Board may have assigned different weights to different factors.

    Fairness Opinion

    EFI entered into an engagement letter with Dundee Securities pursuant to which, among other things, Dundee Securities agreed to provide EFI with an opinion as to the fairness, from a financial point of view, of the issuance of the EFI Payment Shares pursuant to the Acquisition and the Denison Arrangement to EFI Shareholders. At a meeting of the EFI Board held on April 13, 2012, Dundee Securities provided the EFI Board with an oral opinion, subsequently confirmed in writing to the EFI Board, to the effect that, based upon and subject to the various assumptions, limitations and qualifications contained therein, as of such date the consideration offered to Denison pursuant to the Acquisition is fair, from a financial point of view, to EFI.

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    The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Schedule C. The Fairness Opinion is not intended to be and does not constitute a recommendation to any EFI Shareholder as to how to vote or act at the Meeting. The Fairness Opinion was one of a number of factors taken into consideration by the EFI Board in considering the Acquisition. This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion and EFI Shareholders are urged to read the Fairness Opinion in its entirety.

    Dundee Securities has acted as financial advisor to EFI in connection with the Acquisition and will receive a fee for its services, including a fee for the delivery of the Fairness Opinion (no portion of which is conditional upon the Fairness Opinion being favourable) and an additional fee that is contingent upon the completion of the Acquisition or any alternative transaction. EFI has also agreed to reimburse Dundee Securities for reasonable out-of-pocket expenses and to indemnify Dundee Securities in respect of certain liabilities as may arise out of its engagement. See “Approval of Share Compensation Arrangement” below.

    Dundee Resources Limited, which owned approximately 10.7% of the EFI Common Shares as at May 16, 2012, has entered into an EFI Support Agreement. Dundee Resources Limited is an affiliate of Dundee Securities. As of May 16, 2012, investment funds advised by Ned Goodman Investment Counsel Limited, an affiliate of Dundee Securities and Dundee Resources Limited, owned or controlled less than 1% of the outstanding EFI Common Shares.

    The Denison Arrangement – Securities Issuable by EFI

    If the Acquisition is completed, EFI will acquire the Denison US Mining Division and issue the EFI Payment Shares to Denison Shareholders as part of the Denison Arrangement. Specifically, if EFI Shareholder Approval is obtained for the Acquisition, and Denison Shareholder Approval and the Final Order of the Court is obtained for the Denison Arrangement, upon filing of the Articles of Arrangement giving effect to the Denison Arrangement, at the Effective Time of the Denison Arrangement the following transactions will occur sequentially in the following order without any further act or formality:

    (a)

    Denison will sell to EFI and EFI will purchase from Denison (i) all of the Purchased Shares in consideration of the payment by EFI to Denison of the Share Consideration, and (ii) all of the Acquired Debt in consideration of the issuance by EFI to Denison of a non-interest bearing promissory note with a principal amount equal to the aggregate fair market value of the EFI Payment Shares on the Effective Date (the “ EFI Note ”);

       
    (b)

    Each Denison Common Share held by a Denison Shareholder who validly exercises its rights of dissent in respect of the Denison Arrangement shall be deemed to be transferred by the holder thereof, without any act or formality on its part, free and clear of all liens, claims and encumbrances, to Denison and Denison shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 of the plan of arrangement, and the name of such holder shall be removed from the central securities register as a holder of Denison Common Shares and such Denison Common Shares so transferred to Denison shall thereupon be cancelled;

       
    (c)

    Denison will undertake a reorganization of capital such that:


      (i)

    the authorized share capital of Denison shall be reorganized and altered to (A) rename and redesignate all of its issued and unissued Denison Common Shares as Class A common shares (the “ Denison Class A Shares ”) which shares shall have the same rights and restrictions as the Denison Common Shares except that each Denison Class A Share shall be entitled to two votes at any meeting of the Denison Shareholders, and (B) create an unlimited number of common shares without par value (the “ New Denison Common Shares ”) with rights, privileges, restrictions and conditions identical to the Denison Common Shares;

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      (ii)

    Denison’s Articles shall be amended to reflect the alterations in (c)(i) above;

         
      (iii)

    pursuant to the reorganization, each issued and outstanding Denison Class A Share will be exchanged for one New Denison Common Share and an assignment by Denison of that portion of the principal amount of the EFI Note determined by dividing the fair market value of the EFI Note by the number of Denison Class A Shares outstanding;

         
      (iv)

    the Denison Class A Shares, none of which will be allocated and issued once the steps referred to in (c)(iii) above are completed, will be cancelled and the authorized capital of Denison will be changed by deleting the Denison Class A Shares as a class of shares of Denison;

         
      (v)

    the amount added to the stated capital of the New Denison Common Shares shall be the excess, if any, of (A) the paid-up capital (as that term is used for the purposes of the Tax Act) of the Denison Common Shares (other than the Denison Common Shares held by a Denison Shareholder who validly exercise its rights of dissent in respect of the Denison Arrangement) immediately prior to the Effective Time, less (B) the principal amount of the EFI Note; and the stated capital of the Denison Class A Shares shall, for greater certainty, be nil;

         
      vi.

    Denison’s Articles shall be amended to reflect the alterations in (c)(iv) above;


    (d)

    pursuant to the terms of the EFI Note, EFI will repay the EFI Note by issuing the EFI Payment Shares to the Denison Shareholders in full and final satisfaction of the EFI Note. No fractional EFI Common Shares shall be issued. In the event that the repayment of a Denison Shareholder’s portion of the EFI Note would otherwise result in the issuance to the Denison Shareholder of a number of EFI Common Shares which is not a whole number, the number of EFI Common Shares to be issued to such Denison Shareholder shall be rounded down to the nearest whole number.

    Upon completion of the Acquisition and the Denison Arrangement, EFI will have issued the EFI Payment Shares in full satisfaction of the EFI Note. Prior to giving effect to the Acquisition and Denison Arrangement, the issuance of the EFI Payment Shares represents a dilution to EFI Shareholders of approximately 198% of the current issued and outstanding share capital of EFI. See “Information About EFI After Giving Effect to the Denison Arrangement – Authorized and Issued Share Capital”.

    In addition to the foregoing, upon completion of the Acquisition, subject to approval by EFI Shareholders at the Meeting, EFI will issue to Dundee Securities a number of EFI Common Shares having an aggregate market value of $1,000,000, valued based on the volume weighted average trading price of the EFI Common Shares for the five trading days immediately preceding the Effective Date. See “Approval of Share Compensation Arrangement” below.

    EFI Shareholder Approval

    The TSX requires that shareholder approval be obtained in those instances where the number of securities issued or made issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis prior to the transaction. Accordingly, EFI Shareholders will be asked at the Meeting to approve the issuance of the EFI Payment Shares to Denison Shareholders pursuant to the Acquisition and the Denison Arrangement.

    The Acquisition Resolution must be approved by at least a simple majority of the votes cast by EFI Shareholders, in person or represented by proxy, at the Meeting. The complete text of the Acquisition Resolution to be presented to the Meeting is set forth in Schedule A to this Circular. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the Acquisition Resolution set forth in the attached Schedule A.

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    Denison Shareholder Approval and Court Approval

    The Denison Arrangement is also subject to approval by the Denison Shareholders at the Denison Meeting, which has been called for June 25, 2012. The requisite approval for the Denison Resolution will be at least 66 2/3 % of the votes cast on the Denison Resolution by Denison Shareholders present in person or represented by proxy at the Denison Meeting.

    The OBCA requires that Denison obtain court approval in respect of the Denison Arrangement. On May 28, 2012, Denison obtained the Interim Order providing for the calling and holding of the Denison Meeting and other procedural matters and filed a Notice of Application for the Final Order to approve the Denison Arrangement. The court hearing in respect of the Final Order is expected to take place at 10:00 a.m. (Toronto time) on June 27, 2012, or as soon thereafter as counsel for Denison may be heard, subject to the approval of the Denison Resolution at the Denison Meeting. The Court will consider, among other things, the fairness of the Denison Arrangement to the Denison Shareholders. There can be no assurance that the Court will approve the Denison Arrangement.

    Dissent Rights

    Pursuant to the Interim Order, Denison Shareholders may exercise rights of dissent under the manner set forth in Section 185 of the OBCA, as may be modified by the Interim Order.

    If any Denison Shareholders exercise their dissent rights and the Denison Arrangement is completed, such holders will be entitled to be paid by Denison the fair value of such holder’s securities, provided that such holder validly dissents to the Denison Arrangement and the Acquisition is completed. The exercise of dissent rights will not affect the number of EFI Payment Shares issuable pursuant to the Acquisition. If the holders of more than 5% of the outstanding Denison Common Shares exercise the Dissent Right, Denison has the right to terminate the Arrangement Agreement.

    Material Agreements Relating to the Acquisition

    Arrangement Agreement

    The provisions of the Arrangement Agreement are the result of arm’s length negotiations conducted between representatives of EFI, Denison, and their respective legal and financial advisors.

    The Acquisition and the Denison Arrangement will be carried out pursuant to the Arrangement Agreement. The following is a summary of the principal terms of the Arrangement Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement attached as Schedule B to this Circular, and to the Denison Arrangement, which is attached as Schedule A to this Arrangement Agreement. EFI Shareholders are urged to read both the Arrangement Agreement and the Denison Arrangement carefully and in their entirety.

    Completion of the Denison Arrangement and Issuance of EFI Payment Shares

    In accordance with the Arrangement Agreement, Denison has applied to the Court and been issued an Interim Order pursuant to subsection 185 of the OBCA which provides for, among other things, the notice of the Denison Meeting, the record date for the Denison Meeting, the requisite approval for the Denison Resolution, the grant of dissent rights and the notice requirements for the presentation of the application to the Court for the Final Order.

    Pursuant to the Denison Arrangement, immediately following the purchase by EFI of all of the Purchased Shares in consideration of the payment by EFI to Denison of the Share Consideration and the acquisition by EFI of the Acquired Debt in consideration of the issuance by EFI to Denison of the EFI Note, Denison will complete a reorganization of its capital pursuant to which each issued and outstanding Denison Common Share will be exchanged for one New Denison Common Share and an assignment by Denison of a portion of the EFI Note on a pro rata basis. EFI will then repay the EFI Note by issuing the EFI Payment Shares, being 425,441,494 EFI Common Shares, directly to Denison Shareholders in full and final satisfaction of the EFI Note. Based on the number of Denison Common Shares currently outstanding, Denison Shareholders will receive 1.106 of an EFI Common Share for every Denison Common Share held. Fractional EFI Common Shares will be rounded down to the nearest whole number.

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    Representations, Warranties and Covenants

    The Arrangement Agreement contains representations, warranties and covenants made by EFI and Denison which are usual and customary for transactions of the nature contemplated by the Arrangement Agreement. These representations, warranties and covenants were made by and to the parties thereto for the purposes of the Arrangement Agreement and are subject to the limitations and qualifications agreed to by the parties in connection with negotiating and entering into the Arrangement Agreement.

    The covenants made by EFI in favour of Denison include covenants (i) that EFI will carry on its business in the ordinary course of business consistent with past practice; (ii) that it will issue the EFI Note and the EFI Payment Shares and pay the Share Consideration in accordance with the terms of the Plan of Arrangement; (iii) to cause its insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse; (iv) not to settle or compromise any claim brought by any present, former or purported holder of any securities of EFI in connection with the Arrangement prior to the Effective Time without the prior written consent of Denison; and (v) not to undertake certain actions outside of the ordinary course of business without Denison’s consent. In addition, EFI has covenanted to not, without the prior consent of Denison, directly or indirectly do, agree to do, or permit to occur any of the following: (a) declare, set aside or pay any dividend or other distribution or payment in respect of any shares of EFI; (b) other than as provided for in the Arrangement Agreement, adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of EFI or adopt any plan of liquidation; (c) issue, or enter into any agreement providing for the issuance of EFI Common Shares or securities exchangeable for or convertible into EFI Common Shares, other than pursuant to a private placement offering of EFI Common Shares and/or warrants to raise proceeds of up to $10,000,000; or (d) reduce its stated capital.

    The covenants made by Denison in favour of EFI include covenants (i) that Denison and each member of the Denison US Group will carry on the business of the Denison US Mining Division in the ordinary course of business consistent with past practice; (ii) restricting inter-company transfers between Denison and the Denison US Group; (iii) that it will not withdraw any cash or assets from its restricted cash and investments deposited to collateralize reclamation obligations (the “ Reclamation Account ”) prior to the completion of the Arrangement; (iv) that it will not, without the prior written consent of EFI and, where applicable, the TSX, enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase Denison Common Shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of any member of the Denison US Group; and (v) not to undertake certain actions outside of the ordinary course of business without EFI’s consent.

    Conditions Precedent

    The Arrangement Agreement contains conditions precedent, certain of which are mutual and others which are the specifically for the benefit of either EFI or Denison.

    The obligations of EFI and Denison to complete the Acquisition and the Denison Arrangement are subject to the satisfaction of, among others, the following mutual conditions, which may be waived only with the consent of both EFI and Denison: (a) either the assignment of the KEPCO Offtake Agreement to EFI or a member of the Denison US Group, or EFI and Denison entering into an agreement whereby EFI would agree to supply to Denison sufficient quantities of U 3 O 8 concentrates to satisfy Denison’s obligations under the KEPCO Offtake Agreement; (b) receipt of the Interim Order and the Final Order; (c) receipt of Denison Shareholder Approval; and (d) receipt of EFI Shareholder Approval.

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    The obligation of EFI to complete the Acquisition and the Denison Arrangement is subject to the satisfaction of each of the following conditions precedent: (a) performance by Denison of its material obligations under the Arrangement Agreement; (b) the representations and warranties made by Denison in the Arrangement Agreement shall be true and correct as of the Effective Date; (c) there shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Arrangement Agreement) on the Denison US Mining Division; (d) the consolidated net working capital of the Denison US Group as of the Effective Date shall be not less than US$28,000,000, provided that, in calculating the working capital, amounts owing pursuant to the Acquired Debt will be disregarded as current liabilities of the Denison US Group; (e) at the Effective Time, there shall be no encumbrances on the Purchased Shares or the Acquired Debt or the assets of the Denison US Group, other than Permitted Encumbrances (as defined in the Arrangement Agreement); (f) each of the Denison Shareholders who has entered into a Denison Support Agreement with EFI shall have complied in all material respects with its Denison Support Agreement; (g) there shall have been no material change in the existing employment or consulting arrangements of any senior officer of any material member of the Denison US Group from the date of the Arrangement Agreement to the Effective Date; (h) the Denison Board shall not have modified or amended, in a manner adverse to EFI, prior to the Denison Meeting, its recommendation that Denison Shareholders vote in favour of the Denison Resolution; (i) all necessary corporate actions to complete the Acquisition and the Denison Arrangement shall have been taken by Denison; and (j) Denison shall have delivered to EFI the specified transfer documents to convey the Purchased Shares and the Acquired Debt to EFI.

    The obligation of Denison to complete the Acquisition and the Denison Arrangement is subject to the satisfaction of each of the following conditions precedent: (a) performance by EFI of its material obligations under the Arrangement Agreement; (b) the representations and warranties made by EFI in the Arrangement Agreement shall be true and correct as of the Effective Date; (c) there shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect on EFI; (d) the consolidated working capital of EFI as of the Effective Date, without giving effect to the Acquisition and the Denison Arrangement, shall be not less than US$4,000,000; (e) each of the EFI Shareholders who has entered into an EFI Support Agreement with Denison shall have complied in all material respects with its EFI Support Agreement; (f) the EFI Board shall not have modified or amended, in a manner adverse to Denison, prior to the Meeting, its recommendation that EFI Shareholders vote in favour of the Acquisition Resolution; (g) Denison Shareholders holding no more than 5% of the outstanding Denison Common Shares shall have exercised dissent rights (and not withdrawn such exercise); (h) all necessary corporate actions to complete the Acquisition shall have been taken by EFI; and (i) EFI shall have delivered to Denison the specified instruments and documentation to issue the EFI Note and the EFI Payment Shares in satisfaction of the EFI Note.

    Covenants Relating to Non-Solicitation

    Each of Denison and EFI has agreed that during the term of the Arrangement Agreement, neither it, its affiliates nor any of their respective representatives, officers, directors, employees, advisors or agents will, directly or indirectly, make, solicit or initiate enquiries from, or the submission of proposals or offers from, any other person relating to any Acquisition Proposal (as defined in the Arrangement Agreement) or participate in any discussions or negotiations regarding, or furnish to any other Person any further information with respect to, or otherwise co-operate in any way with, or assist or participate in or facilitate, any effort or attempt by any person to do or seek to do any of the foregoing and, to the extent any such discussions or negotiations have occurred with third parties prior to the date of the Arrangement Agreement, they shall be terminated immediately. Notwithstanding the foregoing, a party may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of such party to complete the Acquisition and the Denison Arrangement, including without limitation, a sale of any of the assets of Denison not owned by the Denison US Group, an acquisition of any other assets by Denison or a transaction involving an acquisition of Denison or other business combination which occurs following or subject to the completion of the Acquisition and the Denison Arrangement.

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    A party (a “ Receiving Party ”) shall promptly notify the other party (the “ Notified Party ”) of any proposal, inquiry, offer or request received by the Receiving Party or its representatives: (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or (iii) for non-public information relating to the Receiving Party or a subsidiary of the Receiving Party, access to properties, books and records or a list of the holders of the Receiving Party shares or the shareholders of any subsidiary of the Receiving Party.

    Following the receipt by the Receiving Party of a bona fide written Acquisition Proposal made after the date of the Arrangement Agreement (that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the date of the Arrangement Agreement in contravention of the provisions of the Arrangement Agreement), the Receiving Party and its representatives may:

    (a)

    contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal (as defined in the Arrangement Agreement); and

       
    (b)

    if the board of directors of the Receiving Party (the “ Receiving Party Board ”) determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal: (i) furnish information with respect to the Receiving Party and its subsidiaries to the person making such Acquisition Proposal and its representatives only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Receiving Party than those contained in the Confidentiality Agreement between Denison and EFI, and which also includes a standstill covenant that prohibits such person, for a period of six months, from acquiring, or offering to acquire, any equity securities of the Receiving Party, provided that the Receiving Party sends a copy of such confidentiality agreement to the Notified Party promptly following its execution and the Notified Party is promptly provided with a list of, and access to (to the extent not previously provided to the Notified Party) the information provided to such person; and (ii) engage in discussions and negotiations with the person making such Acquisition Proposal and its representatives provided that all such information access and discussions shall cease during the Match Period (as defined in the Arrangement Agreement).

    The Receiving Party may (i) enter into an agreement (other than a confidentiality agreement contemplated by (b) above) with respect to an Acquisition Proposal that is a Superior Proposal and/or (ii) withdraw, modify or qualify its approval or recommendation of the Acquisition and the Denison Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (A) the Receiving Party shall have complied with its obligations under the applicable provisions of the Arrangement Agreement; (B) the Receiving Party Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal; (C) the Receiving Party has delivered a Superior Proposal Notice to the Notified Party; (D) the Match Period has elapsed since the date the Superior Proposal Notice was received by the Notified Party and the exclusivity period of such Party set forth in the Arrangement Agreement shall automatically be extended so as to terminate no earlier than the second Business Day after the end of the Match Period; (E) if the Notified Party has offered to amend the terms of the Acquisition and the Denison Arrangement and the Arrangement Agreement during the Match Period as described in the following paragraph, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Acquisition, the Denison Arrangement and the Arrangement Agreement offered by the Notified Party at the termination of the Match Period; and (F) the Receiving Party terminates the Arrangement Agreement in compliance with the applicable terms of the Arrangement Agreement, the Receiving Party has shall pay in cash to the Notified Party a termination fee of $3,000,000.

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    During the Match Period, the Notified Party shall have the opportunity, but not the obligation, to offer to amend the terms of the Acquisition and the Arrangement Agreement and the Receiving Party shall cooperate with the Notified Party with respect thereto, including negotiating in good faith with the Notified Party to enable the Notified Party to make such adjustments to the provisions of the Acquisition and the Arrangement Agreement as the Notified Party deems appropriate and as would enable the Notified Party to proceed with the Acquisition and the Denison Arrangement on such adjusted provisions. The Receiving Party Board shall review any such offer by the Notified Party to amend the terms of the Acquisition and the Arrangement Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Notified Party’s offer to amend the Acquisition and the Arrangement Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Acquisition and the Arrangement Agreement offered by the Notified Party. If the Receiving Party Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Receiving Party and the Notified Party shall enter into an amendment to the Arrangement Agreement reflecting the offer by the Notified Party to amend the terms of the Acquisition and the Arrangement Agreement.

    Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the applicable provision of the Arrangement Agreement.

    Amendment

    The Arrangement Agreement may, at any time and from time to time before or after the holding of the Meeting or the Denison Meeting be amended by mutual written agreement of EFI and Denison, subject to applicable laws, provided that (i) following the Meeting, the principal amount of the EFI Note and number of EFI Payment Shares shall not be amended (other than to reflect the EFI Share Consolidation) without the approval of the EFI Shareholders; (ii) following the Denison Meeting, the principal amount of the EFI Note and number of EFI Payment Shares shall not be amended (other than to reflect the EFI Share Consolidation) without the approval of the Denison Shareholders; and (iii) the Arrangement Agreement and the Denison Arrangement may be amended in accordance with the Final Order but, in the event that the terms of the Final Order require any such amendment, the rights of the Parties under Section 5.2, Section 5.3, Section 6.1 and Section 7.2 of the Arrangement Agreement shall remain unaffected.

    Termination

    The Arrangement Agreement may be terminated: (a) by either party if the conditions precedent to completion of the Denison Arrangement are not satisfied and are not reasonably capable of being satisfied on or prior to August 15, 2012; (b) by either party if such party determines, acting reasonably, that it or the other party will not be able to obtain the consents and approvals referred to in Arrangement Agreement in form satisfactory to either party, acting reasonably; (c) by either party in accordance with the Arrangement Agreement if such party receives a Superior Proposal; (d) by either party if such party determines that the representations and warranties of the other party set out in the Arrangement Agreement are materially incorrect, and are not capable of being corrected or remedied within a reasonable time period; or (e) by either party if such party determines that the other party has not complied with its material obligations under the Arrangement Agreement within the time period provided for in the Arrangement Agreement.

    Termination Payment

    In the event that the Arrangement Agreement is terminated: (a) as a consequence of the failure to obtain the approval of Denison Shareholders if a third party has announced prior to the time of the Denison Meeting an Acquisition Proposal relating to Denison or an intention to make an Acquisition Proposal relating to Denison, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison Meeting; (b) by Denison if it receives a Superior Proposal in accordance with the Arrangement Agreement; or (c) by EFI if Denison’s representations and warranties are materially incorrect or if Denison has not complied with its material obligations under the Arrangement Agreement, then Denison shall make a cash termination payment in the amount of $3,000,000 to EFI upon such termination in immediately available funds, as liquidated damages for the loss of EFI’s rights under the Arrangement Agreement. Denison is not obligated to make more than one payment.

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    In the event that this Agreement is terminated: (a) a consequence of the failure to obtain the approval of EFI Shareholders if a third party has announced prior to the time of the Meeting an Acquisition Proposal relating to EFI or an intention to make an Acquisition Proposal relating to EFI, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison Meeting; (b) by EFI if it receives a Superior Proposal in accordance with the Arrangement Agreement; or (c) by Denison if EFI’s representations and warranties are materially incorrect or if EFI has not complied with its material obligations under the Arrangement Agreement, then EFI shall make a cash termination payment in the amount of $3,000,000 to Denison at the time of such termination in immediately available funds, as liquidated damages for the loss of Denison’s rights under the Arrangement Agreement. EFI is not obligated to make more than one payment.

    Reimbursement of Expenses

    In the event that the Acquisition and the Denison Arrangement is not completed due to the number of dissenting Denison Shareholders being greater than 5% as a result of KEPCO exercising its dissent rights in respect of the Denison Arrangement, then Denison shall reimburse EFI up to $1,000,000 for its reasonable costs and expenses incurred in connection with the transaction contemplated by the Arrangement Agreement.

    EFI Support Agreements

    EFI Support Agreements have been entered into with Denison by each of Dundee Resources Limited, Pinetree Capital Ltd., Mega Uranium Ltd. and each of the directors and officers of EFI who were EFI Shareholders as of the date of the Arrangement Agreement. The EFI Shareholders who have entered into EFI Support Agreements (each, an “ EFI Supporting Shareholder ”) hold an aggregate of 47,609,051 EFI Common Shares, representing approximately 22.2% of the EFI Common Shares entitled to vote at the Meeting. Each EFI Supporting Shareholder has agreed, among other things, and subject to the terms of the EFI Support Agreements, to vote in favour of the Acquisition Resolution, not to sell or transfer any of their EFI Common Shares to any person other than Denison, and not to grant a security interest over such shareholder’s EFI Common Shares.

    The EFI Support Agreements can only be terminated: (a) by mutual consent of Denison and the EFI Supporting Shareholder; (b) if the Arrangement Agreement is terminated in accordance with its terms; (c) by the EFI Supporting Shareholder if Denison has not complied in any material respect with its covenants contained in the EFI Support Agreement or if any representation or warranty of Denison in the Denison Support Agreement is untrue or incorrect in any material respect and, in each case, such non-compliance or inaccuracy is reasonably likely to prevent consummation of the Acquisition and the Denison Arrangement and is not curable or, if curable, is not cured by the earlier of: (i) the date that is five days from the date of written notice of such breach; and (ii) the business day prior to the Effective Time; provided that at the time of such termination pursuant to the provisions of the EFI Support Agreement by the EFI Supporting Shareholder, the EFI Supporting Shareholder is not in default in any material respect in the performance of its obligations under the EFI Support Agreement; or(d) by Denison if the Acquisition Resolution is not approved by the requisite majority of EFI Shareholders.

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    APPROVAL OF SHARE COMPENSATION ARRANGEMENT

    Dundee Securities has acted as financial advisor to EFI pursuant to an engagement letter dated February 17, 2011. In such capacity, Dundee Securities has provided general financial advisory services as well as evaluating strategic alternatives such as potential joint ventures, mergers and acquisitions. The original engagement letter provided that if certain specified transactions (including transactions of the nature of the Acquisition) were completed during the term of the engagement, EFI and Dundee Securities would in good faith negotiate a completion fee (the “ Completion Fee ”) depending on the nature and size of the transaction consistent with fees paid to full-service North American investment dealers for transactions of a similar nature and size. By amending letter agreement dated April 12, 2012, EFI and Dundee Securities agreed that the Completion Fee payable in respect of the Acquisition and the Denison Arrangement would be $1,500,000, payable as to $500,000 in cash and as to $1,000,000 in EFI Common Shares, valued based on the five-day volume weighted average price of the EFI Common Shares for the five days immediately preceding the Effective Date. Based on the volume weighted average price of the EFI Common Shares for the five trading days ended May 25, 2012, being $0.24926, an aggregate of 4,011,875 EFI Common Shares would be issued to Dundee Securities in satisfaction of the $1,000,000 portion of the Completion Fee payable in shares.

    Under the rules of the TSX, the proposed issuance of EFI Common Shares to Dundee Securities in consideration of services is a share compensation arrangement. Because Dundee Securities is an affiliate of Dundee Resources Limited, which is an insider of EFI by virtue of holding 10.7% of the currently outstanding EFI Common Shares, TSX rules require that the share compensation arrangement must be approved by EFI Shareholders.

    At the Meeting, EFI Shareholders will be asked to consider and, if thought fit, pass an ordinary resolution (the “ Share Compensation Resolution ”) approving the issuance of EFI Common Shares to Dundee Securities on the terms described above. To be effective, the Share Compensation Resolution must receive the affirmative vote of a majority of the votes cast, excluding votes attaching to EFI Common Shares held by Dundee Securities and its affiliates (including Dundee Resources Limited). The EFI Board unanimously recommends that EFI Shareholders vote in favour of the Share Compensation Resolution. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the Share Compensation Resolution.

    RISK FACTORS

    As a mineral exploration, development and mining company, EFI is subject to a number of risks. In addition to general corporate, financial and operational risks as outlined in the EFI AIF, a copy of which is available under EFI’s profile on SEDAR at www.sedar.com , EFI is also subject to a number of specific risks relating to the Acquisition and the Denison Arrangement.

    Risks of Proceeding with the Acquisition and the Denison Arrangement

    Market Value of EFI Common Shares

    To complete the Acquisition, EFI will issue the EFI Payment Shares to Denison Shareholders pursuant to the Denison Arrangement. Regardless of market fluctuations, the number of EFI Payment Shares is fixed and will not be adjusted to reflect any changes in the market value of EFI Common Shares at the Effective Time. The market value of the EFI Common Shares at the Effective Time may vary significantly from the market value immediately prior to the announcement of the Acquisition and Denison Arrangement and at the date of this Circular. The market value may increase or decrease, but neither of these occurrences will change the EFI Payment Shares. Variations in the market value of EFI Common Shares may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of EFI, Denison and EFI following the completion of the Acquisition, regulatory considerations, general market and economic conditions, changes in uranium and vanadium prices and other factors over which EFI has no control.

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    The issuance of a significant number of EFI Common Shares could adversely affect the market price of EFI Common Shares. If the Acquisition and Denison Arrangement are completed, a significant number of additional EFI Common Shares will be issued and will become available for trading in the public market. The increase in the number of EFI Common Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, EFI Common Shares.

    Conditions to Complete the Acquisition and the Denison Arrangement

    There are a number of conditions precedent to the Acquisition and the Denison Arrangement which are outside the control of EFI, including, but not limited to, approval of the Acquisition Resolution and required satisfaction of the regulatory conditions to closing. Further, Denison is required to obtain Denison Shareholder Approval for the Denison Arrangement. If for any reason such conditions in the Arrangement Agreement are not satisfied or waived and the Acquisition and Denison Arrangement are not completed, the market price of EFI Common Shares and the financial position of EFI may be adversely affected.

    Termination of the Arrangement Agreement

    Each of EFI and Denison has the right to terminate the Arrangement Agreement in certain circumstances. There is no certainty that the Arrangement Agreement will not be terminated by either EFI or Denison before the completion of the Acquisition or the Denison Arrangement. For example, each of EFI and Denison has the right, in certain circumstances, to terminate the Arrangement Agreement if changes occur that, in the aggregate, have a material adverse effect on Denison or EFI, respectively. There is no assurance that a change having a material adverse effect on EFI or Denison will not occur before the completion of the Denison Arrangement, in which case Denison or EFI, as the case may be, could elect to terminate the Arrangement Agreement and the Acquisition and Denison Arrangement would not proceed.

    Risks of Not Proceeding with the Acquisition

    Existing Operational Risk and Costs

    If the Acquisition and the Denison Arrangement are not completed, EFI will continue to face all of the existing operational and financial risks of its business as described in the documents incorporated by reference herein. Significant costs related to the Acquisition, such as legal and accounting fees incurred, must be paid even if the Acquisition is not completed. There are also opportunity costs associated with the diversion of management attention away from the conduct of EFI’s business in the ordinary course.

    Impact on Share Price and Future Business Operations

    If the Acquisition is not completed, there may be a negative impact on the price of EFI Common Shares, future business and operations to the extent that the current trading price of EFI Common Shares reflects an assumption that the Acquisition and Denison Arrangement will be completed. The price of EFI Common Shares may decline if the Acquisition and Denison Arrangement are not completed.

    Risks Related to EFI Following the Acquisition

    Post-Acquisition Success

    EFI may not realize the currently anticipated benefits of acquiring the Denison US Mining Division due to integration and operational challenges. The success of EFI following the Acquisition will depend in large part on the success of EFI’s management in integrating the Denison US Mining Division with those of EFI. The failure of EFI to achieve such integration could result in the failure of EFI to realize the anticipated benefits of the Acquisition and could impair the results of operations, profitability and financial results of EFI.

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    Dilution

    Issuances of EFI Common Shares including in connection with the the Acquisition and Denison Arrangement will result in a substantial dilution of the equity interests of any person who may become an EFI Shareholder as a result of or subsequent to the Acquisition and Denison Arrangement.

    Environmental Laws

    EFI is subject to a broad range of environmental laws and regulations in the jurisdictions in which it operates and will be exposed to potentially significant environmental costs and liabilities. By acquiring the Denison US Mining Division, EFI will be subject to additional liability for any environmental damage occurring on the properties comprising the Denison US Mining Division under such environmental laws. These laws and regulations, as interpreted by relevant agencies and the courts, impose increasingly stringent environmental protection standards regarding, among other things, air emissions, wastewater storage, treatment and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, and the remediation of environmental contamination. The costs of complying with these laws and regulations, including participation in assessments and remediation of sites, could be significant. In addition, these standards can create the risk of substantial environmental liabilities, including liabilities associated with divested assets and past activities.

    Financing Risks

    If the Acquisition and Denison Arrangement are completed, additional funding will be required to further develop the Piñon Ridge Mill, expand exploration and production programs on the Sheep Mountain Project and the properties comprising the Denison US Mining Division. If EFI’s proposed programs are successful, additional funds will be required for the building of the Piñon Ridge Mill, and the mining of uranium from the Sheep Mountain Project. The primary sources of future funds presently available to EFI are the sale of equity capital, or the offering by EFI of an interest in its properties to be earned by another party or parties carrying out exploration or development thereof. There is no assurance that any such funds will be readily available for operations. Failure to obtain additional financing on a timely basis could cause EFI to reduce, delay or terminate its proposed operations, with the possible loss of such operations.

    INFORMATION ABOUT EFI

    Overview and Corporate Structure

    EFI is a public company continued under the laws of Ontario. EFI was incorporated on June 24, 1987 in the Province of Alberta under the name Volcanic Metals Exploration Inc. On September 2, 2005, it was continued under the Business Corporations Act (Ontario). Volcanic Metals Exploration Inc. changed its name to Energy Fuels Inc. on May 26, 2006.

    The registered office of the Corporation is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6. The principal office of EFI’s U.S. subsidiaries is located at Suite 600, 44 Union Blvd., Lakewood, Colorado, 80228 USA.

    Information relating to the business of EFI and EFI’s material mineral properties is set out in the EFI AIF, a copy of which has been filed on SEDAR.

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    Intercorporate Relationships

    The following chart lists all of the Corporation’s material subsidiaries, their respective jurisdictions of incorporation, and the Corporation’s ownership interest in each:


    Business of EFI

    The Corporation is a Toronto, Ontario based uranium and vanadium exploration and mine development company listed on the TSX under the trading symbol “EFR”. The Corporation’s mission has been to build a fully integrated uranium and vanadium production company through exploration, development, mining, milling and sales; primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado and Utah) and in the broader western United States.

    EFI currently has two permitted mines in its mineral property portfolio. The Whirlwind Mine is located in the northern Uravan Mineral Belt approximately four miles southwest of Gateway, Colorado. The Energy Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah.

    The Sheep Mountain Project was acquired by EFI on February 29, 2012 upon the acquisition of Titan Uranium Inc. Detailed information concerning the Sheep Mountain Project is set out in EFI’s press release dated March 1, 2012, and in the technical report entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA; Updated Preliminary Feasibility Study, National Instrument 43-101 Technical Report” dated April 13, 2012, a copy of which was filed under EFI’s profile on SEDAR on April 13, 2012.

    Management will continue to pursue and evaluate strategic options, including partnerships, joint ventures and acquisition opportunities that enhance shareholder value and which fit within the Corporation’s mineral resource development strategy. In the past, funding for exploration and development operations has been obtained through equity offerings. Future operations (and the ability to meet mineral property option commitments) are dependent upon the Corporation’s continuing ability to finance expenditures and achieve profitable operations. The Corporation continues to evaluate other funding sources such as debt, joint ventures, non-core asset divestitures, strategic partnerships and project financing to finance its growth.

    Proposed Private Placement

    A condition of completion of the Acquisition and the Denison Arrangement is that the consolidated working capital of EFI as of the Effective Date, without giving effect to the Acquisition and the Denison Arrangement, shall be not less than US$4,000,000. In order to meet this financial requirement, EFI will need to raise additional working capital prior to the Effective Date. It is currently contemplated that such additional working capital will be raised by way of a private placement of EFI Common Shares and warrants exercisable for EFI Common Shares. The terms of such private placement have not been finalized, and there is no assurance that such private placement will be completed.

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    THE DENISON US MINING DIVISION

    Information pertaining to Denison, the Denison US Group and the Denison US Mining Division has been furnished by Denison or is derived from information provided by Denison. See “Introduction -Information Concerning Denison Mines Corp.”

    Overview and Corporate Structure

    Denison is a company subsisting under the OBCA. Denison is a reporting issuer in all of the Canadian provinces. The Denison Common Shares are listed on the TSX under the symbol “DML” and on the NYSE MKT LLC under the symbol “DNN.”

    The registered and head office of Denison is located at Atrium on Bay, Suite 402, 595 Bay Street, Toronto, Ontario, M5G 2C2. Denison’s website address is www.denisonmines.com .

    Intercorporate Relationships

    All of Denison’s U.S. assets are held directly or indirectly through DMHC. DMHC currently has issued and outstanding 15.7 common shares and 2,000 preferred shares, of which Denison holds 11 common shares and all of the 2,000 preferred shares, and White Canyon holds 4.7 common shares. All of the issued and outstanding shares of White Canyon are held by Denison. The Purchased Shares to be acquired by EFI pursuant to the Acquisition consist of all of the issued and outstanding shares of White Canyon, and all of the issued and outstanding shares of DMHC, other than the 4.7 DMHC common shares held by White Canyon.

    DMHC holds its interest in the Denison US Mining Division assets through subsidiaries, as follows:

    All of the U.S. properties are operated by Denison Mines (USA) Corp., a wholly-owned subsidiary of DMHC.

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    The following chart describes the intercorporate relationship of Denison and the Denison US Group:


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    Business

    For information regarding the three-year history of DMHC and White Canyon, please see “General Development of the Business” in the Denison AIF, which is incorporated by reference in this Circular. The Denison AIF can be found under Denison’s SEDAR profile at www.sedar.com and was filed by Denison on March 29, 2012.

    Operations

    White Mesa Mill

    White Mesa is a fully licensed uranium mill with a vanadium co-product recovery circuit located in southeastern Utah near the Colorado Plateau District (as defined below), the Henry Mountains Complex, the Arizona Strip and the White Canyon District. White Mesa is approximately six miles south of the city of Blanding, Utah. Access is by U.S. Highway 191.

    Construction of White Mesa began in 1979, and conventionally-mined uranium/vanadium ore was first processed in May, 1980. The mill uses sulphuric acid leaching and a solvent extraction recovery process to extract and recover uranium and vanadium. The mill has been operated on a campaign basis since its initial start-up due to variable uranium market conditions.

    In addition to the conventional ore circuit, a circuit for processing certain types of alternate feed materials was built in 2009. This circuit enables the mill to process both conventional ore and alternate feed materials simultaneously. See below under “The Denison US Mining Division - Operations –Alternate Feed Materials”.

    White Mesa is licensed to process an average of 2,000 tons of ore per day and to produce up to 8.0 million pounds of U 3 O 8 per year. In full operation, White Mesa employs approximately 150 people.

    Current Condition and Operating Status

    In late 2006, Denison began a program to refurbish White Mesa. The refurbishment program included the purchase of mobile equipment, restoration of the vanadium roasting, fusion and packaging circuits, replacement of major pumps and component drives, modernization of the mill’s instrumentation and process control systems, and completion of the relining of tailings cell 4A (“ Cell 4A ”). The total cost of the refurbishment program was approximately US$31.0 million and was completed in 2008.

    In April 2008, White Mesa began processing uranium/vanadium conventional ore and producing uranium concentrate. Production of vanadium began in July, 2008 after completion of the refurbishment of the vanadium circuit. Processing of conventional ore continued through the end of March, 2009 when the mill was shut down for approximately 30 days for relining of the semi-autogenous grinding mill and other critical maintenance activities. Processing of conventional ore recommenced near the end of April, 2009; however, conventional ore processing was discontinued near the end of May for the remainder of 2009 due to a decline in uranium prices. White Mesa began processing conventional ore again in March, 2010 and continued through to June, 2011. Conventional ore processing recommenced in November, 2011. During 2011, White Mesa processed approximately 110,000 tons of uranium/vanadium ore from the Colorado Plateau, 24,800 tons of ore from Arizona 1, 32,000 tons of ore from Daneros and 5,800 tons of ore from the Ore Purchase Program (defined below). See “The Denison US Mining Division –Operations – Ore Purchase and Toll Milling”.

    Processing of two different alternate feed materials occurred in 2011 using the separate alternate feed circuit built in 2009. In addition, two other alternate feed materials were processed using the conventional ore circuit in October, 2011.

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    Production at White Mesa over the past five years is shown below.

        2011     2010     2009     2008     2007  
    Alternate Feed Milled (tons)   12,040     310     177     -     44,136  
    Conventional Ore Milled (tons)   172,600     194,440     144,434     248,744     -  
    Uranium Production                              
    (‘000’s pounds U 3 O 8 )                              
          Alternate Feed   200     299     191     94     254  
          Conventional Ore   811     754     423     791     -  
    Total Uranium Production   1,011     1,053     614     885     254  
                                   
    Vanadium Production   1,290     2,347     501     1,223     -  
    (‘000s pounds V 2 O 5 )                              
    Year-end Ore Stockpile (tons )   91,430     92,821     174,358     122,477     84,943  
    Tolled Ore Milled (tons)   -     39,289     -     -     -  

    White Mesa processed conventional ore during the first two months of 2012, and conventional ore processing will resume in August, 2012. Conventional ore from Colorado Plateau, Daneros and Arizona 1 will be processed. Processing of four different alternate feed materials is expected to continue throughout 2012. Two of the alternate feed materials will be processed using the alternate feed circuit, while two other materials will be processed using the conventional ore circuit during the period when there is no conventional ore processing planned. EFI anticipates continuing with the implementation of Denison’s plans for the White Mesa Mill, and increasing production over time as mine development and market conditions warrant.

    White Mesa Licence

    White Mesa operates under a Radioactive Materials Licence issued by the State of Utah (the “ Utah Radioactive License ”). The licence came up for renewal on March 31, 2007. A Licence Renewal Application was submitted to the Utah Department of Environmental Quality (“ UDEQ ”), Division of Radiation Control (“ DRC” ) on February 28, 2007. The licence renewal process is underway. The licence remains in effect in its current form during the licence renewal process.

    Tailings Disposal

    Synthetic lined cells are used to contain tailings and, in one case, solutions for evaporation. As each tailings cell is filled with tailings, the water is drawn off and pumped to the evaporation pond and the tailings solids allowed to dry. As each cell reaches final capacity, reclamation will begin with the placement of interim cover over the tailings. Additional cells are excavated, and the overburden is used to reclaim previous cells. In this way, there is an ongoing reclamation process.

    Denison completed a refurbishment of Cell 4A in August, 2008 and received an operating permit from the DRC in September 2008. Cell 4A has been in operation since that time and provides approximately 2.0 million tons of tailings capacity.

    To ensure sufficient volume for tailings and surface area for tailings solution evaporation, Denison began the licensing process for tailings cell 4B (“ Cell 4B ”) in 2009. Construction of Cell 4B was completed in December 2010 and final approval to begin use of Cell 4B was received in January 2011. Cell 4B is currently being used for additional evaporation capacity and provides an additional approximately 2.0 million tons of tailings capacity.

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    Environmental

    Denison detected some chloroform contamination at the White Mesa site that appears to have resulted from the operation of a temporary laboratory facility that was located at the site prior to and during the construction of the mill facility and from septic drain fields that were used for laboratory and sanitary wastes prior to construction of the mill’s tailings cells. Elevated concentrations of nitrate and chloride were also observed in some monitoring wells at the mill site in 2008, a number of which were up-gradient of the mill’s tailings cells. In addition, the mill has reported consecutive exceedances of Groundwater Compliance Limits (“ GWCLs ”) under White Mesa’s Groundwater Discharge Permit (a “ GWDP ”) for several constituents in several wells, and there is a decreasing trend in pH in a number of wells across the White Mesa site that have caused the pH in a number of compliance monitoring wells to have dropped below their GWCLs. These exceedances and pH trends include wells that are upgradient of the White Mesa facilities and are currently being evaluated. See “The Denison US Mining Division –Environmental and Safety Matters”.

    Alternate Feed Materials

    The Utah Radioactive Licence gives Denison the right to process other uranium-bearing materials known as “alternate feed materials” pursuant to an alternate feed guidance adopted by the US Nuclear Regulatory Commission (“ NRC ”). Alternate feed materials are uranium-bearing materials, which usually are classified as waste products by generators of the materials. Requiring a routine amendment to its licence for each different alternate feed, Denison can process these uranium-bearing materials and recover uranium, in some cases, at a fraction of the cost of processing conventional ore, alone or together with other valuable metals such as niobium, tantalum and zirconium. In other cases, generators of alternate feed materials are willing to pay a recycling fee to Denison to process these materials to recover uranium and then dispose of the remaining by-product in White Mesa’s licensed tailings cells, rather than directly disposing of the materials at a disposal site. By working with Denison and taking the recycling approach, suppliers of alternate feed materials can significantly reduce their remediation costs, as there are only a limited number of disposal sites for uranium-bearing materials in the United States.

    To date, White Mesa has received 15 licence amendments, authorizing the mill to process 18 different alternate feed materials. Of these amendments, nine involve the processing of feeds provided by nuclear fuel cycle facilities and private industry and one has involved the processing of material from the United States Department of Energy (“ DOE ”). These ten feed materials have been relatively high in uranium content and relatively low in volume. The remaining five amendments have been to allow White Mesa to process uranium-bearing soils from former defence sites, known as FUSRAP sites, which were being remediated by the US Army Corps of Engineers. These materials are typically relatively low in uranium content but relatively high in volume.

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    US Mines

    The Denison US Mining Division is currently involved in four mining districts: the Colorado Plateau District; the Henry Mountains District; the White Canyon District; and the Arizona Strip. The mines are shown in the figure below and are described in further detail below.


    Colorado Plateau District

    The Colorado Plateau District is an area encompassing approximately 20,000 square miles and straddles the border of southeastern Utah and southwestern Colorado (the “ Colorado Plateau District ”). Denison’s principal mining complexes in the Colorado Plateau District consist of the La Sal, Van 4, Sunday, and East Canyon (Rim) zones. The bulk of the mineral deposits in the Colorado Plateau District are contained in three areas: the Sunday Mine complex, which includes the Sunday/St. Jude, West Sunday, Topaz and Carnation mines (the “ Sunday Mine Complex ”); the La Sal complex, which includes the La Sal, Beaver and Pandora mines (the “ La Sal Complex ”); and the East Canyon Area, which includes the Rim mine. All of these areas have developed permitted mines either in operation or on standby. The mines are located approximately 65 to 100 miles northwest of White Mesa. Haulage of the ore from the mines to White Mesa is along county roads and state and federal highways.

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    Colorado Plateau


    The Uravan mineral belt in the Colorado Plateau District has a lengthy mining history, with the first shipment of mined materials made to France in 1898. Vanadium was the focus of production from the 1920’s to the early 1940’s. World War II brought increased attention to the uranium mineralization in the area of the Uravan mineral belt, and by the 1950s this district was one of the world’s foremost producers of both uranium and vanadium. Historical production has yielded an overall V 2 O 5 to U 3 O 8 ratio of 5.79:1. Production continued more or less uninterrupted until 1984 when low uranium prices forced the closure of all operations. Production resumed in 1987 when vanadium prices spiked, but ceased in 1990. Except for limited production in 1998 and 1999, all operations were shut down until 2006 when several of the mines re-opened.

    The uranium/vanadium deposits in the Colorado Plateau District were deposited as alluvial fans by braided streams and meander belts of larger streams. The shape and size of the mineralized seams are extremely variable. As a result, exploration and mining have historically involved conducting exploration to find a seam and then merely following its erratic path, with little exploration other than development drilling in the course of following the seam. The unusual nature of these deposits has therefore traditionally resulted in a limited amount of financial resources being dedicated to delineate mineral resources or mineral reserves prior to mining.

    Mining properties in the Colorado Plateau District are held by a combination of unpatented claims and leases with third parties. On the leased properties, there are uranium royalties payable ranging from 2.5% to 10.0% and vanadium royalties payable ranging from 4% to 12.5% . These royalties are only payable on ore recovered from specific claim areas and do not necessarily apply to the entire deposit.

    Operations

    Sunday/St. Jude, Topaz, West Sunday, La Sal and Pandora are all accessed by declines from the surface. Beaver is accessed by a shaft and is connected underground to Pandora and La Sal. Rim is a combination of a shaft and decline access but at the present time is only accessed through the decline. Sunday/St. Jude, West Sunday, Pandora, Rim and Beaver are mature operating mines with extensive underground workings. Topaz is relatively new with the initial development drift completed in 2007. The mining method is random room and pillar in which no set pillar pattern is established but rather both the size of the rooms and the pillars are variable and are defined by the deposit geometry. A typical room is about 20 feet wide with pillars as small as 12 feet square in highly mined areas.

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    The limited height of the mineral deposit means that mining in this area must be quite selective in order to maintain a satisfactory production grade. This is done by closely following the mineralized zones and by using the technique of “split shooting” wherein the mineral deposit and waste are blasted separately in a two-stage operation.

    In June 2006, Denison restarted mining activity in the United States with the re-opening of several mines in the Colorado Plateau District. Over a 12 month period, Denison re-opened five mines in the Colorado Plateau District. In late 2008, Denison began rehabilitation of Beaver which began shipping ore in February, 2009.

    As a result of declining uranium prices, Denison placed Topaz on standby in January 2009. In March 2009, Denison placed Rim and Sunday/St. Jude on standby, followed by West Sunday in October 2009. These mines have been maintained so that they can be restarted with minimal effort. Beaver and Pandora are the only two operating mines in the Colorado Plateau District at the present time.

    5 Year Production History – Colorado Plateau Mines
    Mine 2011 2010 2009 2008 2007
    Beaver          
                     Tons 48,176 42,941 33,701 729 -
                     % U 3 O 8 0.23% 0.21% 0.18% 0.26% -
                     % V 2 O 5 1.22% 1.11% 0.97% 1.41% -
    Pandora          
                     Tons 41,254 48,099 79,750 52,623 32,444
                     % U 3 O 8 0.22% 0.21% 0.23% 0.23% 0.25%
                     % V 2 O 5 1.18% 1.15% 1.23% 1.22% 1.34%
    Rim          
                     Tons - - 3,475 2,238 -
                     % U 3 O 8 - - 0.07% 0.04% -
                     % V 2 O 5 - - 0.70% 0.40% -
    Sunday/St. Jude          
                     Tons - - 16,073 27,497 10,879
                     % U 3 O 8 - - 0.18% 0.19% 0.16%
                     % V 2 O 5 - - 0.97% 1.04% 0.86%
    Topaz          
                     Tons - - 1,506 9,707 7,753
                     % U 3 O 8 - - 0.09% 0.13% 0.16%
                     % V 2 O 5 - - 0.48% 0.70% 0.86%

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    Mine 2011 2010 2009 2008 2007
    West Sunday          
                       Tons - - 26,132 30,121 16,526
                       % U 3 O 8 - - 0.18% 0.21% 0.17%
                       % V 2 O 5 - - 0.97% 1.13% 0.92%

    No Mineral Reserve or Mineral Resource estimates have been prepared in accordance with NI 43-101 for any of these mines. The uranium grades shown above are based on probe grades taken when the ore arrives at White Mesa. The vanadium grades are based on historical uranium/vanadium ratios.

    In addition to the mine production detailed above, a number of low grade stockpiles from the Colorado Plateau Mines were shipped to White Mesa. In 2007 a total of 7,973 tons were shipped to White Mesa, grading 0.08% U 3 O 8 and 0.43% V 2 O 5 . In 2008, a total of 6,801 tons were shipped, grading 0.08% U 3 O 8 and 0.39% V 2 O 5 , and in 2010, 213 tons, grading 0.09% U 3 O 8 and 0.50% V 2 O 5 were shipped. There was no low grade material shipped in 2009 or 2011.

    Permitting

    Pandora, Beaver, La Sal and Rim are all permitted for current operations. At all of the Colorado Plateau Mines, air permits have been obtained or are in the process of being obtained. Storm water as well as spill prevention and pollution control plans were also updated for all Colorado Plateau Mines. These plans require regular monitoring and reporting.

    Under Colorado laws, the Colorado Division of Reclamation, Mining and Safety (“ CDRMS ”) has determined that all uranium mines are Designated Mining Operations (“ DMO ”). If a mine is determined to be a DMO, there is a requirement that it submit an Environmental Protection Plan (“ EPP ”). An EPP must identify the methods the operator will utilize for the protection of human health, wildlife, property and the environment from the potential toxic or acid forming material associated with the operations. An EPP must be submitted to CDRMS for review and, after approval by CDRMS, will be subject to public comment.

    Representative samples were collected of ore, waste rock, and soils surrounding the mine sites. These samples were analysed, and arsenic was the only constituent considered to be of possible concern. Studies were conducted on the mechanisms of arsenic liberation, transport, and possible exposure to the environment and biota. The surface and ground water environments were also investigated under the DMO assessment. Groundwater sampling wells were installed in West Sunday to obtain samples of undisturbed groundwater and to assess possible impacts to water in contact with mine workings and the atmosphere.

    Upon joint consultation with CDRMS, plans were developed to collect the necessary data and perform characterization testing and prepare assessments of toxic substance exposures and transport necessary for preparation of an EPP for the Sunday Mine Complex.

    The EPP for the Sunday Mine Complex and Van 4 was filed in 2009 (the “ Sunday Mine EPP ”). The Sunday Mine EPP is in final review by CDRMS and upon approval groundwater monitoring wells will be installed and a commitment to install ore pad liners will be finalized.

    In February, 2009, the U.S. Bureau of Land Management (“ BLM ”) approved an amended Plan of Operations (“ PO ”) for Topaz incorporating all of the mines in the Sunday Mine Complex. The BLM made a Finding of No Significant Impact (“ FONSI ”), as a result of its Environmental Assessment (“ EA ”) of the project. CDRMS had already approved the conversion of the Topaz 110 permit (a permit for a mine with less than 10-acres of surface disturbance) to a 112 permit (a permit for a mine with greater than 10-acres of surface disturbance), allowing additional disturbance as needed for development and production at Topaz.

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    An appeal was made on the FONSI resulting in the state director of BLM remanding the decision record back to the local field office for further study and analysis (the “ Remand Decision ”). The data collection requirements mandated by the Remand Decision have been fulfilled and the reports of findings have been submitted. Upon finalization of the EPP approval by CDRMS, a dump leachate monitoring well will be installed at Topaz to address concerns raised by the remand and to fulfill EPP requirements.

    As a result of routine permit applications for additional ventilation raises and exploration drilling for the La Sal Complex, the BLM, United States Forest Service (“ USFS ”) and State of Utah Department of Oil and Gas and Mining ( “UDOGM ”) requested that the PO (the “ La Sal PO ”) and Utah Mine Permit (the “ La Sal Permit ”) for the La Sal Complex be amended to include the current operating plans. Materials required for the formal amendment of the La Sal PO and La Sal Permit have been submitted and are under review by the BLM, USFS and UDOGM. The amendment involves the preparation of an EA and will proceed through public notice and a BLM decision record. Current operations have not been affected during this amendment process, but new disturbance activities, such as installation of new vent shafts and exploration drilling (on public lands), have been deferred until the amendment process is complete. The amendment process is expected to be completed and a decision record issued by the end of 2012.

    Henry Mountains Complex

    The Henry Mountains Complex is one contiguous property located in eastern Garfield County, Utah, 15 to 20 miles north of Bullfrog Basin Marina on Lake Powell and approximately 40 air miles south of Hanksville, Utah. It is situated three miles west of Utah State Highway 276. The Henry Mountains Complex includes the Bullfrog property on the north end of the property, hosting the Indian Bench, Copper Bench and Southwest uranium deposits (“ Bullfrog ”), and the Tony M property (the “ Tony M Property ”) located on the south end of the property, hosting the Tony M deposit and mine (“ Tony M ”). See “The Denison US Mining Division – Mineral Properties – Henry Mountains Complex”.


    The Bullfrog property was extensively explored by Exxon Minerals Company (“ Exxon ”) and Atlas Minerals & Chemicals Inc. in the period from 1974 to 1990. Development of Tony M began in September, 1977, and nearly 17 miles of underground workings were developed prior to suspension of mining in 1985, following which the mine was allowed to flood. Tony M is located approximately 117 miles west of White Mesa. Ore haulage to the mill is along county and state highways.

    Denison acquired the Bullfrog property when it purchased substantially all of the uranium producing assets of Energy Fuels Ltd., Energy Fuels Exploration Company and Energy Fuels Nuclear, Inc. (collectively, “ EFN ”) in 1997. In February, 2005, Denison acquired Tony M, bringing it under common ownership with Bullfrog. Prior to 2005, all exploration, mine development and related activities for the two properties were conducted independently.

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    The Henry Mountains Complex is comprised of 202 unpatented BLM mining claims and one 640 acre Utah State Mineral Lease (the “ Tony M Lease ”). Seventeen of the claims, comprising a portion of Tony M, are subject to an escalating annual advance minimum royalty based on the uranium spot price, and a 4% yellowcake royalty, less taxes and certain other deductions. There is also a vanadium production royalty which is a 2% gross royalty less certain deductions. The advance minimum royalties are deductible against the uranium and vanadium royalties payable. The Tony M Lease has an annual rental of US$640 and is subject to royalties set by the State of Utah including: an escalating annual advance minimum royalty based on the uranium spot price, a uranium royalty of 8% of gross value less certain deductions; and a vanadium royalty of 4% of gross value less certain deductions. Annual holding costs for Tony M (including advance royalties to the State of Utah and private parties and BLM claim maintenance fees) will total approximately $577,805 in 2012. The advance royalties on the Tony M Lease are only deductible against the uranium and vanadium royalties paid within the same year.

    Operations

    Upon receipt of an initial exploration permit, Denison engaged Dynatec Mining Corporation (“ Dynatec ”) as its mine contractor for Tony M. In May, 2007, Dynatec began limited rehabilitation work on the existing Tony M workings.

    An operating permit for Tony M was received in September, 2007, allowing Dynatec to shift from rehabilitation work to mining of the Tony M deposit. As of the end of 2007, 9,368 tons of ore, grading 0.10% U 3 O 8 had been shipped to White Mesa from Tony M.

    In addition to re-opening the mine, Denison also constructed a number of surface facilities including a power generation station, compressor station, fuel storage facilities, maintenance building, offices and employee shower facilities. An evaporation pond, originally constructed when Tony M was in operation in the 1980’s and which is used for storage and evaporation of mine water, was reconstructed to allow for dewatering of the mine.

    In 2008, 87,421 tons, grading 0.15% U 3 O 8 , was shipped to White Mesa, as well as 64,755 tons of ore from the historic stockpiles, grading 0.11% U 3 O 8 . In November, 2008, Denison placed Tony M on temporary stand-by due to high operating costs and the weakening of the uranium spot price. Shipping of ore from the historic stockpiles continued after the mine was placed on stand-by.

    In March, 2009, shipping of the historic ore stockpile to White Mesa was completed, shipping 29,737 tons of ore, grading 0.11% U 3 O 8 .

    Tony M remains on care and maintenance, and dewatering activities are continuing so that mining operations can resume quickly, when uranium prices reach viable levels.

    Permitting

    A Record of Decision and approved PO was received in September, 2007 for the Henry Mountain Complex which comprises both Tony M and Bullfrog.

    The PO was challenged and on November 21, 2007, the BLM State Director issued a decision vacating the previously issued permit and remanded the case in order that an EA for the PO for Tony M (the “ Tony M PO ”) could be amended and a new Record of Decision issued. A new Record of Decision was issued by the BLM on November 23, 2007 approving the Tony M PO. The new decision was again appealed. The Utah State Director issued a decision denying the appeal and upholding the Tony M PO on February 19, 2008.

    A PO for phase two development has been filed with the BLM and UDOGM. Phase two activities include the addition of ventilation shafts, upgrading of the shaft and site access road, installation of a production shaft and expansion of the mine water evaporation reservoir. Phase two permitting efforts continue with the BLM and UDOGM.

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    White Canyon

    The White Canyon District is located in southeastern Utah in the Colorado Plateau (the “ White Canyon District ”). The White Canyon District generally encompasses the local geographic areas of Red, White and Fry Canyons, and Elk Ridge along State Highway 95 between Blanding and Hite, Utah. EFI will hold a 100% interest in various groups of mining claims and Utah State Leases comprising its White Canyon District holdings, including Daneros and adjoining historical mine sites which can be developed in conjunction with the Daneros project. Denison’s holdings in the White Canyon District also include exploration properties.

    Major uranium deposits in the east-central Colorado Plateau occur principally in two fluvial sandstone sequences. The older is located at or near the base of the Upper Triassic Chinle Formation and the other occurs in the Late Jurassic Salt Wash Member of the Morrison Formation. Nearly all of the mineral deposits in the White Canyon District occur in fluvial channel deposits of the Shinarump Member, the basal member of the Chinle Formation.

    The Shinarump Member consists of predominantly trough-crossbedded, coarse-grained sandstone and minor gray, carbonaceous mudstone and is interpreted as a valley-fill sequence overlain by deposits of a braided stream system. Uranium mineralization appears to be related to low-energy depositional environments in that uranium is localized in fluvial sandstones that lie beneath organic-rich lacustrine-marsh mudstones and carbonaceous delta-front sediments. The reducing environment preserved in these facies played an important role in the localization of uranium.

    Uranium deposits consist of closely-spaced, lenticular mineral pods which are generally concordant with bedding in paleochannel sediments. Single mineral pods range from a few feet to a few hundred feet in length and from less than one to more than ten feet in thickness. Deposits range in size from a few tons to more than 600,000 tons. Deposits in the Shinarump Member generally have low vanadium content, and are therefore not processed for vanadium recovery. Historical production from the White Canyon District exceeds 11 million pounds U 3 O 8 .

    Between 1975 and 1985, Utah Power & Light (“ UP&L ”) conducted several phases of drilling in the White Canyon District near Daneros. Following 1985, the properties were idle and little or no exploration activity took place in the White Canyon District. From 2005 to 2007, predecessors of White Canyon began acquiring properties with known historic mineral deposits in the White Canyon District. In June, 2007, after consolidating a portfolio of properties and prospects, White Canyon initiated confirmation and definition drilling at Daneros. Based on the success of this initial drilling, 38 more holes were drilled in 2008, which provided the basis for mineral resource estimates relied upon by White Canyon to commence mine development work at Daneros.

    Daneros is located 4.8 miles from Fry Canyon, Utah and is accessed via Radium King Road for approximately 14 miles, which is maintained by San Juan County. Daneros was developed and placed into active production by Utah Energy Corporation (“ UEC ”), the US operating entity for White Canyon at the time. The shipping distance from Daneros to White Mesa is 65 miles along county roads and state highways.

    In January, 2010, Denison entered into a toll milling agreement with UEC, which was then a wholly-owned subsidiary of White Canyon. See “The Dension US Mining Division – Operations – Ore Purchase and Toll Milling”.

    In June, 2011, Denison completed the White Canyon Acquisition. The assets acquired in the White Canyon Acquisition included all of White Canyon’s mining claims and mineral leases in Utah, including 547 claims and five Utah State Leases, totalling about 5,670 hectares (14,000 acres), all in southeastern Utah. The land holdings in the White Canyon District include 341 unpatented mining claims and two Utah State Leases, in total about 3,000 hectares (7,400 acres). The mining claims are maintained by making annual payments of US$140 per claim, and the Utah State Leases generally cost US$1 per acre annually.

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    A number of the properties acquired in the White Canyon Acquisition bear production royalties. Claims hosting Daneros are subject to royalties ranging between 15% of “market value” of the ore and 2.5% of gross proceeds. The exploration properties also have royalties in some cases, including Utah State Leases which provide for royalties of 8% on uranium and 4% on vanadium.

    Operations

    UEC gathered the necessary environmental data and submitted applications for approvals to open an underground mine at Daneros. A PO was submitted to the BLM and was approved in May, 2009 (the “ Daneros PO ”), following which UEC commenced active mine development, including driving a decline into the main deposit at Daneros. The first loads of ore from Daneros were delivered to White Mesa in December, 2009, and a toll milling campaign was conducted in the second half of 2010. Daneros is currently operated by Denison (through the use of contract miners) and ore from the mine is delivered to White Mesa and processed for Denison’s account.

    The initial mine plan at Daneros involved driving twin declines (with the second decline for emergency escape and ventilation) into the center of the Daneros deposit and developing away from the entry point. Random room and pillar mining is employed, as is typical for the deposits in the local region. Mining utilizes rubber tired loaders and small trucks to transport ore to the surface, where it is loaded into over-the-road trucks, covered by a secure tarpaulin and transported to White Mesa.

    The ore production from Daneros for 2010 and 2011 is shown below:

    Source 2011 2010
    UEC Production    
    Tons 19,415 46,150
    % U 3 O 8 0.26% 0.31%
         
    Denison    
    Production    
    Tons 14,953 -
    % U 3 O 8 0.30% -

    When White Canyon owned Daneros it prepared mineral resource estimates in accordance with the requirements of the Code for Reporting of Mineral Resources and Ore Reserves of Australasian Joint Ore Reserves Committee (the “ JORC Code ”) in August, 2010. Denison disclosed this information as a historical estimate under NI 43-101. See “The Denison US Mining Division – Mineral Properties –Historical Resource Estimates – White Canyon”. Upon completion of the Acquisition, EFI intends to prepare mineral resource estimates in accordance with the requirements of NI 43-101 in due course for Daneros.

    Permitting

    The primary permits required for mining operations at Daneros include a mine permit issued by UDOGM and the Daneros PO approved by the BLM. The Daneros PO required document preparation and public notice of an EA. The permits obtained by UEC were for the initial stage of operations and contemplated eventual expansion of the mining operations, with the inclusion of additional surface area for support facilities. Daneros does not discharge any water, so no discharge permit is required.

    An appeal of the approval of the Daneros PO was denied by the Utah BLM State office, and is currently under appeal to the Utah Department of Interior Board of Land Appeals.

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    Following the White Canyon Acquisition, work commenced to modify the Daneros PO to expand the footprint of mine operations to support continued production from Daneros and adjoining properties. Expansion of surface facilities at Daneros will require an Air Permit from UDEQ, Division of Air Quality. Daneros will also become subject to requirements for monitoring and reporting of radon emissions from the mine and its vents; this program (National Emissions Standards for Hazardous Air Pollutants (“ NESHAP ”)) is also administered by UDEQ, Division of Air Quality. Daneros is in compliance with all data collection and reporting requirements under storm water and spill prevention programs.

    Arizona Strip

    The Arizona Strip is an area largely bounded on the north by the Arizona/Utah state line; on the east by the Colorado River and Marble Canyon; on the west by the Grand Wash Cliffs; and on the south by a midpoint between the city of Flagstaff, Arizona and the Grand Canyon. The area encompasses approximately 13,000 square miles.

    Denison owns four developed and partially developed mines in the Arizona Strip, being Arizona 1, Canyon, Pinenut and Kanab North, all of which had been shut down since the 1980s. In February, 2007, Denison purchased from Pathfinder Mines Corporation (“ Pathfinder ”) five additional uranium deposits in the Arizona Strip: EZ1, EZ2, DB 1, WHAT and Moonshine Springs. Denison recommenced development work on Arizona 1 in April, 2007, and restarted mining operations in November, 2009. Development work on the Pinenut mine commenced in November 2010.

    Since 1980, when mine development first began at the Arizona Strip it has produced in excess of 19 million pounds of uranium from seven mines, each of which was owned and operated by EFN. Of these mines five are mined out and have been reclaimed.

    Ore from the Arizona Strip mines is hauled by truck from the mine sites to White Mesa. Arizona 1 and Pinenut are approximately 307 road miles, and Canyon is 325 road miles from White Mesa.

    Arizona Strip


    42


    The Arizona Strip mines are held by unpatented BLM claims, except for Moonshine Springs, which is held by a combination of mineral claims and a mineral lease. There is a 3.5% yellowcake royalty on Canyon.

    Operations

    In the mid-1980s, the shaft at Arizona 1 was sunk approximately 1,200 feet below surface before activity at the mine was shut down due to depressed uranium prices. The original target depth was 1,600 feet in order to reach the bottom of the mineral deposit. Denison decided to ramp down from the bottom of the existing shaft rather than deepen the shaft to access the lower parts of the mineral deposit.

    Work began on the rehabilitation of the shaft in mid-2007. Denison engaged J.S. Redpath Corporation (“ Redpath ”) to work on rehabilitation of the surface facilities, the hoist and headframe and the underground workings. The rehabilitation of the shaft, underground development, sinking of an internal raise and the sinking of a ventilation shaft were completed in September, 2008. Due to ongoing delays in receipt of an air quality permit, Redpath was demobilized from the site at that time. The air quality permit for Arizona 1 was received in September, 2009. See “Permitting” below.

    Arizona 1 is being mined using a combination of long hole and shrinkage stopping methods at a mining rate of up to 300 tons per day, four days per week. In 2010, Arizona 1 produced approximately 21,500 tons at an average grade of 0.56% U 3 O 8 and in 2011 produced 39,900 tons at an average grade of 0.66% U 3 O 8 . The mine is projected to operate through to the fourth quarter of 2012 unless additional ore resources can be identified through further drilling.

    In November, 2009, a Complaint for Declaratory and Injunctive Relief against the Secretary of the Interior and the BLM was filed. See “The Denison US Mining Division – Legal and Regulatory Proceedings”. At this time, this legal action has not impacted the operations at Arizona 1.

    In November, 2010, a production decision was made on Pinenut. Pinenut was partially developed in the late 1980’s and a limited amount of selective mining was conducted. A shaft was sunk to a depth of 1,350 feet and a high grade pod was mined in late summer 1988, yielding 25,500 tons, grading 1.03% U 3 O 8 , containing 526,000 pounds. Following extraction of the high grade pod, EFN placed the mine on standby in 1989.

    Expansion of the storm water storage pond and rehabilitation of the surface facilities were completed in 2011 and the rehabilitation of the mine workings is ongoing. First ore production is expected in 2012. Uranium production is expected to total approximately 936,000 pounds U 3 O 8 , of which 526,000 pounds is expected to be produced in 2013, with the balance to be produced in 2014. EFI anticipates continuing with the implementation of Denison’s plan for the Pinenut Mine.

    Canyon is proceeding through permitting based on the March, 2012 approval of the Denison Board to proceed with development. Kanab North remains on care and maintenance and a closure plan is being prepared for this mine site. EFI anticipates continuing with the implementation of Denison’s plan for the Canyon Mine and Kanab North Mine.

    Permitting

    Prior to 2009, Arizona 1 had received all required permits, with the exception of an Air Quality Permit which is required under new Arizona requirements. The air quality permit was issued by the Arizona Department of Environmental Quality (“ ADEQ ”), Department of Air Quality after a period of public comment in September, 2009.

    In 1992, Arizona updated its laws relating to groundwater issues, requiring that an aquifer protection permit be obtained for each mine. The Arizona 1 mine has an individual aquifer protection permit. Denison prepared documents applying for groundwater general permits for the on-site ponds, ore storage and development waste storage pads and stormwater collection for Pinenut and Canyon. In September, 2009, the groundwater general permits were received for the stormwater storage ponds for the Pinenut and Canyon mines. Air Quality Permits for Pinenut, Canyon and EZ1/EZ2 were issued by ADEQ in March, 2011.

    43


    At Pinenut approval of the operation from the Environmental Protection Agency (the “ EPA ”) under NESHAP has been obtained. All other permits for operation are approved and in place for both operations.

    The BLM has accepted the PO for EZ1 and EZ2 as complete and review is underway. A mineral examination by BLM is in progress and scoping for an Environmental Impact Statement is expected to commence in late 2012 or early 2013.

    In July, 2009, the BLM issued a Notice of Proposed Withdrawal (“ 2009 Notice ”). See “The Denison US Mining Division – Government Regulation – Land Tenure”. In January, 2012, the withdrawal proposed in the 2009 Notice was implemented. To confirm EFI’s rights to proceed with development and mining on its existing valid rights, mineral examinations will be prepared by the USFS for Canyon, and by the BLM for the EZ Complex and potentially DB 1 as well. Upon confirmation of a valid existing right at Canyon, commencement of site work is contemplated in early to mid-2012.

    Ore Purchase and Toll Milling

    In July, 2007, Denison initiated an ore purchase program to provide additional mill feed for White Mesa (the “ Ore Purchase Program ”). A schedule listing the price to be paid per ton is currently posted on Denison’s website at www.denisonmines.com from time to time. Denison adjusts the buying schedule periodically in response to changing factors such as uranium and vanadium prices, milling cost and uranium and vanadium recoveries. EFI plans to assess the current Ore Purchase Program and adjust as appropriate.

    Under the Ore Purchase Program White Mesa received: 2,423 tons in 2008, at an average grade of 0.19% U 3 O 8 and 1.0% V 2 O 5 ; 9,077 tons in 2009, at an average grade of 0.32% U 3 O 8 and 0.66% V 2 O 5 from 11 different mines; 110 tons in 2010 and 589 tons in 2011.

    In January, 2010, Denison entered into a toll milling agreement with UEC, under which White Canyon transported up to 55,000 tons per year of ore produced from White Canyon’s mines to White Mesa for processing. White Canyon paid Denison the operating costs to mill its ore, a capital charge, plus a toll milling fee per ton of ore, which was linked to the long-term uranium price. During 2010, Denison toll milled approximately 39,300 tons of ore for White Canyon producing approximately 204,000 pounds U 3 O 8 . The toll milling agreement was terminated pursuant to the White Canyon Acquisition.

    Mineral Properties

    Summary of Mineral Reserves and Resources

    The following tables show Denison’s estimate of mineral reserves and mineral resources attributable to the Denison US Mining Division as of December 31, 2011. NI 43-101 requires mining companies to disclose mineral reserves and mineral resources using the subcategories of proven mineral reserves, probable mineral reserves, measured mineral resources, indicated mineral resources and inferred mineral resources. Denison reports mineral reserves and mineral resources separately.

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    Proven Mineral Reserve Estimates

      100% Basis     Denison
            Share
          Pounds of Pounds of
      Tonnes Grade U 3 O 8 U 3 O 8
    Deposit (,000) % U 3 O 8 (,000) (,000)
             
    White Mesa - Ore Stockpile (1) 18.5 0.70 287 287
                     Total Proven Mineral       287
                     Reserves        

    Indicated Mineral Resource Estimates (2)(3)

        100% Basis   Denison
            Share
          Pounds of Pounds of
      Tonnes Grade U 3 O 8 U 3 O 8
    Deposit (,000) % U 3 O 8 (,000) (,000)
             
    Henry Mountains - Bullfrog 651.7 0.33 4,674 4,674
    Henry Mountains-Tony M 1,527.8 0.24 8,140 8,140
                     Total Indicated Mineral       12,814
                     Resources        

    Inferred Mineral Resource Estimates (2)(4)

        100% Basis   Denison
            Share
          Pounds of Pounds of
      Tonnes Grade U 3 O 8 U 3 O 8
    Deposit (,000) % U 3 O 8 (,000) (,000)
             
    Henry Mountains - Bullfrog 685.2 0.35 5,332 5,332
    Henry Mountains -Tony M 779.9 0.16 2,750 2,750
    Arizona Strip - Arizona 1 48.9 0.64 685 685
    Arizona Strip - Canyon 75.1 0.98 1,629 1,629
    Arizona Strip - Pinenut 86.5 0.54 1,037 1,037
    EZ Complex 203.4 0.47 2,105 2,105
                     Total Inferred Mineral       13,538
                     Resources        

    Notes:

    (1)

    White Mesa – Ore Stockpile ” does not include stockpiled U 3 O 8 which has been mined from deposits in the Colorado Plateau District or White Canyon District where no mineral reserve and mineral resource estimates have been prepared in accordance with NI 43-101.

       
    (2)

    Mineral resources that are not mineral reserves do not have demonstrated economic viability.

       
    (3)

    The measured mineral resources and indicated mineral resources were estimated at various block cut-off grades and 0.20% eU 3 O 8 with a minimum thickness of 4 feet was selected as most reasonable for Henry Mountains – Bullfrog and a 0.10% eU 3 O 8 with a minimum thickness of 2 feet for Henry Mountains – Tony M, 0.02% U (0.024% U 3 O 8 ) .

       
    (4)

    The inferred mineral resources were estimated at various block cut-off grades and 0.20% eU 3 O 8 with a minimum thickness of 4 feet was selected as most reasonable for the for Henry Mountains – Bullfrog, 0.10% eU 3 O 8 with a minimum thickness of 2 feet for Henry Mountains – Tony M and 0.20% eU 3 O 8 for the Arizona Strip and EZ 1 and EZ 2.

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    Except as stated below, the mineral reserve and mineral resource information shown above is as reported in the Denison Technical Reports prepared in accordance with NI 43-101. See “The Denison US Mining Division – Mineral Properties – Henry Mountains Complex” and “The Denison US Mining Division –Mineral Properties – Arizona Strip”.

    Information on the White Mesa – Ore Stockpile consists of ore mined from the Arizona 1 deposit and was prepared from mill feed and mine production data. Mineral reserve and mineral resource information in the reports has been adjusted to reflect ore mined into ore stockpile and updated, in the case of Arizona 1, Pinenut and Canyon, by Denison personnel.

    The reconciliations shown below detail the changes from Denison’s Mineral Reserve and Mineral Resource estimates reported as of December 31, 2010.

    Reconciliation of Denison’s Share of Uranium Mineral Reserves
    (in thousands of pounds U 3 O 8 )

      2011
    Reserves December 31, 2011 Additions December 31,
      2010 Throughput (1) (Deletions) (2) 2011
    White Mesa – Ore 42 (280) 525 287
    Stockpile (3)        
         Total Proven Reserves 42 (280) 525 287

    Notes:

    (1)

    Corresponds to mill feed.

       
    (2)

    Additions or deletions of reserves include ore mined to stockpile and adjustments provided from mining and milling results.

       
    (3)

    “White Mesa – Ore Stockpile” does not include stockpiled U 3 O 8 which has been mined from deposits in the Colorado Plateau District or White Canyon District where no mineral reserve and mineral resource estimates have been prepared in accordance with NI 43-101.

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    Reconciliation of Denison’s Share of Uranium Mineral Resources
    (in thousands of pounds U 3 O 8 )

      December 31, 2011 2011 December 31,
    Mineral 2010 Ore Mined Additions 2011
    Resources     (Deletions) (1)  
             
    Henry Mountains –      
    Bullfrog (2)        
    indicated 4,674 0 0 4,674
    inferred 5,332 0 0 5,332
    Henry Mountains - Tony        
    M ( 3)        
    indicated 8,140 0 0 8,140
    inferred 2,750 0 0 2,750
    Arizona Strip – Arizona 1        
    inferred 869 (525) 341 685
    Arizona Strip – Canyon        
    inferred 1,523 0 106 1,629
    Arizona Strip – Pinenut        
    inferred 1,037 0 0 1,037
    EZ Complex        
    inferred 2,105 0 0 2,105

    Notes:

    (1)

    Additions or deletions of mineral resources include reassessment of geological data and new or updated technical reports.

    Henry Mountains – Bullfrog includes the Indian Bench and Copper Bench deposits. The Henry Mountains – Tony M includes the Southwest and Tony M deposits. See “The Denison US Mining Division – Mineral Properties – Henry Mountains Complex”.

    The Southwest deposit, which was included in the Bullfrog resources in the Henry Mountains Technical Report, was re-estimated as part of the Henry Mountains Tony M – Southwest Technical Report and these resources were moved from Henry Mountains – Bullfrog to Henry Mountains – Tony M. See “The Denison US Mining Division – Mineral Properties – Henry Mountains Complex”.

    Henry Mountains Complex

    The Henry Mountains Complex is currently 100% owned by Denison Henry Mountains LLC, part of the Denison US Group, and is comprised of the Bullfrog property, hosting Indian Bench and Copper Bench and the Tony M property, hosting Southwest and Tony M.

    On October 17, 2006, Denison filed on the SEDAR website at www.sedar.com the Henry Mountains Technical Report, which report provided current estimates for Indian Bench, Copper Bench and Southwest and a historical resource estimate for Tony M.

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    On March 26, 2009, Denison received the Henry Mountains Tony M – Southwest Technical Report, which is an independent review of mineral resource estimates for Tony M and Southwest on the Henry Mountains Complex prepared in accordance with NI 43-101.

    Property Description and Location

    The Henry Mountains Complex is one contiguous property located in eastern Garfield County, Utah, 15 to 20 miles north of Bullfrog Basin Marina on Lake Powell and approximately 40 air miles south of the town of Hanksville, Utah. It is situated three miles west of Utah State Highway 276. The Henry Mountains Complex includes the Bullfrog property located to the north and the Tony M property located to the south.

    The Henry Mountains Complex is comprised of 202 unpatented BLM mining claims totalling approximately 3,665 acres and the Tony M Lease. The surface rights are owned by the federal government and administered by the BLM, with the exception of the Tony M Lease which has associated state surface rights. Seventeen of the claims, comprising a portion of the Tony M property, are subject to an escalating annual advance minimum royalty based on the uranium spot price, and a 4% yellowcake royalty, less taxes and certain other deductions. There is also a vanadium production royalty which is a 2% gross royalty less certain deductions. The Tony M Lease has an annual rental of US$640 and is subject to royalties set by Utah including: an escalating annual advance minimum royalty based on the uranium spot price; a uranium royalty of 8% of gross value less certain deductions; and a vanadium royalty of 4% of gross value less certain deductions.

    Accessibility, Climate, Local Resources, Infrastructure and Physiography

    Road access to the Henry Mountains Complex is by paved Highway 276, running between Hanksville and Bullfrog Basin Marina, Utah. A gravel road, maintained by Garfield County and extending west from Highway 276, provides access to the southern end of the property. An unimproved county road passes by the portal of Tony M and extends northerly across the property. A network of unimproved, dirt exploration roads provide access over the property except for areas of rugged terrain. The Bullfrog Basin Marina airstrip is located approximately 15 miles south of the Henry Mountains Complex. The Henry Mountains Complex is located in a relatively remote area of Utah, and the infrastructure is limited. The distance to White Mesa is 117 miles.

    Relief over the combined Bullfrog and Tony M properties is about 2,250 feet. The elevation ranges from 4,550 feet above sea level at the portal of Tony M, near the southern end of the property, to 6,800 feet above sea level over the northern end of the property. The terrain is typical canyon lands topography, with some areas deeply dissected by gullies and headwalls of canyons and the rest consisting of gently sloping gravel benches covering the northern half of the properties.

    History

    The Bullfrog property was initially explored by Exxon, while the Tony M property was explored and developed by Plateau Resources Inc. (“ Plateau ”), at that time a subsidiary of Consumers Power of Michigan.

    Denison acquired Bullfrog when it purchased substantially all of the uranium producing assets of EFN in 1997. In February, 2005, Denison acquired Tony M, thus bringing it under common ownership with Bullfrog.

    Prior to 2005, all exploration, mine development, and related activities for the two properties were conducted independently. Bullfrog and Tony M are therefore discussed separately, except where correlations and comparisons are made.

    Bullfrog Property

    Exxon conducted reconnaissance in the area of Bullfrog in 1974 and 1975, and then staked its first claims in the area in 1975 and 1976. A first phase drilling program conducted in 1977 resulted in the discovery of Southwest. Additional claims were subsequently staked and drilling was continued by Exxon. Several uranium and vanadium zones were discovered in the Southwest, and Copper Bench and Indian Bench areas. With the declining uranium markets of the early 1980s, Exxon prepared a prefeasibility report and then discontinued development of the property.

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    From July, 1982 to July, 1983, 112 drill holes were completed by Atlas Corp., under a purchase option with Exxon, delineating the Southwest and Copper Bench deposits on approximately 100 foot centres. From July, 1983 to March, 1984, a core drilling program was completed throughout the Bullfrog property with 133 rotary drill holes to delineate the Indian Bench deposit on approximately 200 foot centres.

    In late 1992, EFN purchased the Bullfrog property from Exxon and conducted a geologic review and internal economic analysis of the property. Denison became the owner of the Bullfrog property in 1997.

    Tony M Property

    Exploration drilling in the area around Shootaring Canyon was initiated by Plateau during 1976 in the vicinity of outcropping uranium mineralization. In February, 1977, drilling commenced in what was to become Tony M. More than 2,000 rotary drill holes totalling about one million feet were drilled.

    Development of Tony M started in September, 1977. By mid-1984, nearly 17 miles of underground workings had been developed in Tony M. During development of the Tony M entryways and crosscuts, a total of 237,441 tons of material with an average grade of 0.121% U 3 O 8 was extracted and stockpiled.

    In 1989, 30 to 40 rotary holes were drilled to delineate zones of high grade uranium mineralization.

    Geological Setting

    The Henry Mountains Complex uranium deposits occur within the Salt Wash Member of the Morrison Formation, located within the Colorado Plateau. The Morrison Formation is a complex fluvial deposit of Late Jurassic age that occupies an area of approximately 600,000 square miles, including parts of 13 western states and small portions of three Canadian provinces, far to the north and east of the boundary of the Colorado Plateau.

    The Bullfrog and Tony M deposits consist of two extensive elongated, tabular zones containing a large concentration of mineralization. Together the Southwest deposit of the Bullfrog property and the Tony M deposit extend for a distance of about three miles along a north-south trend and have a maximum width of about one-half mile. The larger Indian Bench and Copper Bench deposits within the Bullfrog property extend about 3.5 miles along a northwesterly trend.

    Mineralization in the Bullfrog property deposits occurs over three stratigraphic zones of the Salt Wash Member of the Morrison Formation, while mineralization at the Tony M property occurs over four zones. The Southwest deposit (like most of the adjacent Tony M property) occurs in the lowermost 35 feet to 40 feet of the Salt Wash Member sandstone. Mineralization forming the Copper Bench and Indian Bench deposits occurs between about 60 feet and 100 feet above the base of the Salt Wash Member.

    The depth below the surface to the base of the three deposits ranges from about 475 feet (Southwest deposit) to nearly 1,100 feet in both the Copper Bench and Indian Bench deposits.

    Exploration

    Surface drilling using rotary tricone bit technology, together with radiometric gamma logging, was the primary exploration method used to discover and delineate uranium on the Bullfrog and Tony M properties.

    During development of Tony M, Plateau also conducted an intensive mine geology program to collect detailed information on the occurrence of uranium, including its thickness, grade, and lateral extent. This was done through geological mapping, together with face and rib scanning, as well as gamma probing of short up and down holes extending to about eight feet. Probing was also done using long-hole drilling to test target zones up to about 150 feet from mine openings. The results of this program were recorded on a systematic set of cross sections through Tony M, developed at a scale of 10 feet to the inch. Scott Wilson RPA did not have access to the detailed information collected underground in Tony M.

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    Denison carried out no work on the Bullfrog and Tony M properties, with the exception of a review of available data and critical evaluation, until the end of 2005, when Denison initiated certain activities including underground reconnaissance and permitting on the Bullfrog and Tony M properties. See “The Denison US Mining Division - Operations – US Mines – Henry Mountains Complex”.

    Mineralization

    The uranium/vanadium mineralization in the Henry Mountains Complex is similar to deposits observed elsewhere in the Colorado Plateau. It occurs as intragranular disseminations within the fluvial sand facies of the Salt Wash Member. It also forms coatings on sand grains and associated organic masses. Coffinite is the dominant primary uranium mineral in the mineralized horizons, with uraninite occurring in only trace amounts.

    Vanadium occurs as montroseite (hydrous vanadium oxide) and vanadium chlorite in primary mineralized zones located below the water table. Above the water table to the south, vanadium chlorite is absent, while montroseite and a suite of secondary uranium/vanadium minerals are present.

    Drilling

    Bullfrog Property

    Most of the drilling done on the Southwest, Copper Bench, and Indian Bench deposits on the Bullfrog property was conducted by rotary drilling using a tricone bit. Additional drilling was done to collect core samples.

    The Indian Bench deposit is delineated by drilling on approximately 200 foot centres, while the Southwest and Copper Bench deposits were drilled on 100 foot centres. In some areas, the rugged terrain made access difficult, resulting in an irregular drill pattern. A total of 2,232 drill holes were completed on the Bullfrog property.

    The mineralization is approximately horizontal on the Bullfrog property, so vertical holes provide a reliable estimate of the thickness of the deposits.

    Tony M Property

    In February, 1977, drilling commenced in the Tony M deposit. Plateau drilled more than 2,000 rotary drill holes totalling about 1.0 million feet. The holes were drilled using rotary tricone technology. The rugged terrain over much of the Tony M property made drilling access difficult, resulting in an irregular drill pattern. The drilling includes 24 core holes. The core holes provided samples of the mineralized zone for chemical and amenability testing and to determine geologic and engineering properties of the mineralized zone.

    Sampling and Analysis

    Bullfrog Property

    Downhole gamma logging of surface holes was done on the Bullfrog property. Standard logging suites included radiometric gamma, resistivity and self potential measurements, supplemented by neutron-neutron surveys for dry holes. Deviation surveys were conducted for most of the holes.

    Assays of samples from core drilling were collected by company geologists and submitted to various commercial labs for analysis. Results of these analyses were compared to eU 3 O 8 values from gamma logs to evaluate radiometric equilibrium, logging tool performance, and validity of gamma logging.

    Metallurgical testing included leach amenability studies, settling, and filtration tests.

    Mineral resource estimates for the Bullfrog property are based on the eU 3 O 8 % gamma log conversion values used to identify the mineralized zone, its thickness and calculate an average grade. The procedures implemented to identify the minimum grade and cut-off GT (Grade in U 3 O 8 x thickness) product for mineral resource estimation are described below under the heading “The Denison US Mining Division – Mineral Properties – Henry Mountains Complex – Cut-Off Grade and Mining Considerations”.

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    Tony M Property

    The same suite of logging surveys and procedures as employed at the Bullfrog property were conducted for the Tony M property. Assays of samples from core drilling were collected and submitted for analysis. Confirmation assays of chemical U 3 O 8 % were completed on drill core samples for comparison and calibration with eU 3 O 8 % values from gamma logging.

    Status of Chemical Equilibrium of Uranium

    Bullfrog Property

    Exxon conducted analyses of samples from core drilling in the Southwest and Copper Bench deposits and found that the radioactive disequilibrium of potentially economic grade intercepts in cores, measured as the ratio of chemical U 3 O 8 % to gamma log radiometric equivalent (eU 3 O 8 %), varied from 0.80 to 1.35 and averaged 1.06, close to the equilibrium value of 1.0. Other investigations had identified no significant disequilibrium problem.

    Tony M Property

    Plateau conducted an extensive investigation of the state of chemical disequilibrium of uranium in the Tony M deposit. In 1989, Nuclear Assurance Corporation (“ NAC ”) reported that an analysis of results from 1,763 samples, including 1,137 composite samples collected from buggies coming from Tony M, was completed in 1983. Based on that analysis, it was concluded: (i) the state of disequilibrium varies from location to location within the deposit; (ii) with the exception of one small area in the southern part of the deposit, the equilibrium factor is positive; (iii) low grade material with less than 0.06% U 3 O 8 is depleted in uranium; and (iv) higher grade material containing more than 0.06% U 3 O 8 is enriched inuranium.

    Scott Wilson RPA is of the opinion that based on the information available, the original gamma log data and subsequent conversion to eU 3 O 8 % values are reliable but slightly conservative estimates of the uranium U 3 O 8 % grade. Furthermore, there is no evidence that radiometric disequilibrium would be expected to negatively affect the uranium resource estimates of the Henry Mountains Complex.

    Data Verification

    Based on its review of the grade and thickness of uranium mineralization determined in the original gamma logs and a comparison with the computer generated GT composites, Scott Wilson RPA is of the opinion that the original gamma log data and subsequent conversion to eU 3 O 8 values are reliable.Furthermore, Scott Wilson RPA reviewed the chemical analyses of core from diamond drill holes from the Bullfrog property and is of the opinion that the gamma logging results for the Bullfrog property provide a reliable, but conservative, estimate of the uranium content. The review suggests that the mineral resource estimate may underestimate the uranium content of the Bullfrog property by up to about 5%.

    Security of Samples

    Procedures followed during exploration were well documented and at the time followed best practices and standards of companies participating in uranium exploration and development. Onsite collection of the downhole gamma data and onsite data conversion limit the possibility of sample contamination or tampering.

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    Mineral Resource Estimation

    In the Henry Mountains Technical Report, Scott Wilson RPA audited the 1993 EFN mineral resource estimate of the Copper Bench and Indian Bench deposits on the Bullfrog property and the Southwest deposit on the Tony M property, accepted them as a current mineral resource estimate and classified them as indicated mineral resources and inferred mineral resources.

    The basis for this mineral resource estimation is the gamma logs from 1,801 rotary drill holes located on the Southwest, Copper Bench and Indian Bench deposits. This represents about 80% of the 2,232 total holes drilled on these deposits. A total of 81 core holes were drilled to recover samples for chemical and geologic analysis and to establish stratigraphic relationships. All of the drilling and analyses were conducted prior to Denison’s tenure. See “The Denison US Mining Division – Mineral Properties –Henry Mountains Complex – Drilling” above for further detail.

    The grades of the mineralized zones were calculated on a polygonal block-by-block basis. The pounds of eU 3 O 8 for each polygon were then tabulated along with the area and calculated volume for each block. The total number of tons and pounds of eU 3 O 8 contained in the blocks were summed to provide a total inventory for each of the three deposits. Average grades for each deposit were estimated from the grades of the drill hole intersections used in the mineral resource estimate weighted by tonnage.

    In the preparation of the Henry Mountains Tony M Southwest Technical Report, Scott Wilson RPA audited the mineral resource estimates of the Tony M and Southwest deposits prepared by Denison using the contour method in 2008 and accepted them as a current mineral resource estimate, and has classified them as indicated mineral resources and inferred mineral resources. This new estimate provides an update of the Southwest deposit which was previously included in the Henry Mountains Technical Report.

    The results of 1,671 drill holes were used to prepare the mineral resource estimates for the Tony M and the Southwest deposits. A total of 32 core holes were drilled to recover samples for chemical and geologic analysis and to establish a stratigraphic relationship. All of the drilling and analyses were conducted prior to Denison’s tenure. See “Drilling” above for further detail.

    The following table lists the mineral resources by deposit for the entire Henry Mountains Complex.

    Henry Mountains Complex Mineral Resource Estimates (1) (2) (3)

        Tons Grade eU 3 O 8 Contained eU 3 O 8
    Deposit Category (million) (%) (million pounds)
    Tony M Indicated 1.03 0.24 4.83
    Southwest Indicated 0.66 0.25 3.30
    Indian Bench Indicated 0.22 0.40 1.74
    Copper Bench Indicated 0.50 0.29 2.93
       Total Indicated   2.41 0.27 12.80
             
    Tony M Inferred 0.65 0.17 2.17
    Southwest Inferred 0.21 0.14 0.58
    Indian Bench Inferred 0.25 0.42 2.09
    Copper Bench Inferred 0.50 0.32 3.24
       Total Inferred   1.61 0.25 8.08

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    Notes:

    (1)

    The mineral resource estimates comply with the requirements of NI 43-101 and the classifications comply with CIM definition standards.

       
    (2)

    The Tony M and Southwest mineral resources were estimated at a cut-off grade of 0.10% eU 3 O 8 over a minimum thickness of 2 feet and a minimum GT of 0.2 feet-%.

       
    (3)

    The Indian Bench and Copper Bench mineral resources were estimated at a cut-off grade of 0.20% eU 3 O 8 , a minimum thickness of 4 feet and a minimum GT of 0.8 feet-% that does not include any intervals with less than a 0.5 foot intercept of 0.08% U 3 O 8 .

    Cut-Off Grade and Mining Considerations

    The selection of a 0.20% eU 3 O 8 cut-off for the Copper Bench and Indian Bench was made by Scott Wilson RPA based on evaluations of current mining and processing costs made by both Denison and other operators in the region.

    The 0.20% eU 3 O 8 cut-off maximizes the tonnage of higher grade mineralization while maintaining strong positive value. Based on the extensive review of the drilling, Scott Wilson RPA notes that lowering the cut-off criteria will increase total tonnage by increasing the number of drill hole intercepts meeting the cut-off, while also increasing the apparent continuity of mineralization between adjacent drill holes.

    For the Tony M and Southwest deposits, Denison established minimum grade, thickness and GT parameters based on conventional Colorado Plateau mining practices and recent operating costs at Tony M.

    As an initial step for the compositing of the drill hole assays, minimum grades of 0.10%, 0.08%, 0.05% and 0.03% eU 3 O 8 were used over a minimum thickness of two feet, with a two foot minimum for exclusion of waste intervals. This resulted in minimum GT values of 0.20 feet-%, 0.16 feet-%, 0.10 feet% and 0.06 feet-%, respectively. The two-foot thicknesses are based on the mining technique of split shooting, which is commonly used in the Uravan District. For inclusion of blocks in the mineral resource estimate, Denison used a cut-off grade of 0.10% eU 3 O 8 .

    Arizona Strip

    Denison currently holds a 100% interest in eight breccia pipe uranium deposits in the Arizona Strip district of northwestern Arizona, being: Arizona 1, Canyon, Pinenut, EZ 1, EZ 2, WHAT, DB 1, and Kanab North. The EZ 1, EZ 2, WHAT, DB 1 and a fifth deposit, Moonshine Springs, were acquired from Pathfinder in 2007. Moonshine Springs is a sandstone hosted deposit near the surface which gradually becomes deeper toward the north.

    On March 26, 2007, Denison filed, on the SEDAR website at www.sedar.com , the Arizona Strip Technical Report prepared by Scott Wilson RPA in accordance with the requirements of NI 43-101 with respect to Arizona 1, Canyon and Pinenut properties. The EZ Complex Technical Report prepared by Scott Wilson RPA in accordance with the requirements of NI 43-101 with respect to Denison’s EZ 1 and EZ 2 properties (“ EZ Complex ”) was filed on August 11, 2009.

    Mining operations began at Arizona 1 in late 2009. At Pinenut, mine development activities began in late 2010. See “The Denison US Mining Division – Operations – US Mines – Arizona Strip”. At Canyon, all surface facilities for shaft sinking are in place, and development is anticipated to begin in 2012. Kanab North, mined previously, is reported to have only minor quantities of mineralized material remaining in place and is not included in the mineral resource estimates in the Arizona Strip Report. An EIS is being prepared for the EZ Complex. The DB 1 and Moonshine Springs properties have no development on site or plans for permitting at this time.

    Property Description and Location

    Prior to 1995, EFN located and developed to various stages, numerous uranium mineralized breccia pipe structures in northwestern Arizona, between Utah and the Grand Canyon, an area termed the “Arizona Strip.” Most of EFI’s breccia pipes are between the town of Fredonia, on the Arizona Utah state line, and Grand Canyon National Park. These include the Pinenut, Arizona 1 and EZ Complex pipes. Canyon is located south of the park.

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    Arizona 1 is located in Mojave County, Arizona, about 45 miles southwest from Fredonia, Arizona by unsurfaced road. EFI’s property position will consist of ten unpatented mining claims covering approximately 207 acres.

    Pinenut consists of 10 unpatented mining claims encompassing 207 acres. It is located 45 miles south of Fredonia in Mojave County, Arizona and is accessible via an unsurfaced road.

    Canyon is in north central Arizona, 153 miles north of Phoenix and ten miles south of Grand Canyon Village in the Kaibab National Forest, Coconino County and is accessible by an unsurfaced road. The Canyon site consists of nine unpatented mining claims encompassing approximately 186 acres. There is a 3.5% yellowcake royalty on Canyon.

    The EZ Complex is also located in Mohave County, Arizona, about 30 miles southwest of Fredonia, Arizona. The EZ Complex is comprised of 12 unpatented mining claims covering approximately 248 acres. There is a 1.0% yellowcake royalty on the EZ Complex properties.

    Accessibility, Local Resources, Physiography and Infrastructure

    Climate in northern Arizona is semi-arid, with cold winters and hot summers. January temperatures range from about 7° F to 57° F and July temperatures range from 52° F to 97° F. Annual precipitation, mostly in the form of rain but some snow, is about 12 inches. Vegetation on the plateaus is primarily open piñon juniper woodland and shrubs. Mining operations can be conducted on a year around basis.

    The region north of the Grand Canyon is very sparsely populated. Due to the inaccessibility and low population, infrastructure is not well developed. The nearest commercial centres to the Fredonia area are the towns of St. George and Cedar City, Utah, both approximately 88 miles to the northwest by road. White Mesa is approximately 275 miles by road from Fredonia and about 325 miles by road from Canyon.

    Arizona 1 was substantially developed in the 1990’s with the production shaft completed 1,250 feet of the proposed final 1,650 foot depth. Drill stations were cut near the current shaft bottom, and some 40,000 feet of drilling were completed from those stations. A headframe, hoist and compressor are in place. Denison completed rehabilitation work, and following receipt of all necessary permits in 2009, recommenced mine development.

    Pinenut is a fully developed underground mine that produced about 0.5 million pounds U 3 O 8 in 1989. A hoist, headframe and compressor are in place. Denison completed the construction of a larger stormwater pond and has begun rehabilitation work in anticipation of commencing production in 2012.

    Only surface development has been completed at Canyon with a headframe, hoist and compressor in place. The shaft has been collared to a depth of 50 feet. The Denison Board approved development of Canyon in March, 2012.

    There is no infrastructure in place at the EZ Complex.

    History

    Uranium exploration and mining of uranium deposits started in 1951 when a geologist employed by the US Geological Survey noted uranium ore on the dump of an old copper prospect on the South Rim of the Grand Canyon in northern Arizona. The prospect was inside Grand Canyon National Park, but on fee land that predated the park. A mining firm acquired the prospect and mined a significant high grade uranium deposit, the Orphan Mine. By the time mining ended in the early 1960s, 4.26 million pounds of U 3 O 8 and some minor amounts of copper and silver had been produced.

    After the discovery of the first deposit in the 1950s, an extensive search for other deposits was made by the government and industry, but only a few low grade prospects were found. Exploration started again in the early 1970s. In the mid 1970s, Western Nuclear Inc. acquired a prospect located about 25 miles north of the Grand Canyon and found high grade uranium mineralization offsetting an old shallow copper/uranium site. In the next few years, a second deposit was found approximately one mile away.

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    EFN acquired the property from Western Nuclear Inc. in December, 1980. Development started promptly, with a mine in production by the end of 1981.

    The Kanab North deposit was discovered in 1981, but development did not begin until late 1984. Kanab North was fully developed in 1988 and operated until December, 1990, when it was placed on standby. Production totalled about 2.8 million pounds of U 3 O 8 at an average grade of just over 0.50% U 3 O 8 . Some minor quantity of mineralized material remains.

    EFN drilled a total of 253 drill holes at Arizona 1, including: 18 core holes from underground drill stations with a total footage of 6,122 feet; 17 rotary holes from surface with a total footage of 25,289 feet; and 218 long holes from underground drill stations with a total footage of 36,189 feet. Mine development at Arizona 1 began in 1990 but was suspended in 1992, with the shaft at a depth of 1,254 feet.

    Canyon is located on mining claims that EFN acquired in 1982. Drilling completed by EFN in 1983 identified a significant deposit. EFN drilled 36 holes from May, 1983, through April, 1985, to delineate the uranium mineralization and to determine placement of the mine shaft and water supply well. Additional drilling of six holes was completed in 1994. Development of the site was discontinued as a result of low uranium prices.

    Pinenut was developed in 1989, but saw only minor production, approximately 0.5million pounds U 3 O 8 at an average grade of 1.02% U 3 O 8 , before being placed on standby.

    The EZ Complex was drilled in the 1980’s by Pathfinder. Pathfinder drilled 81 holes, totalling 139,118 feet. Pathfinder entered into a joint venture with EFN and prepared mineral resource estimates in 1988. When Denison acquired EFN’s mining properties in 1997, the EFN/Pathfinder joint venture was terminated and control of EZ 1 and EZ 2 had reverted back to Pathfinder. Denison acquired EZ 1 and EZ 2 from Pathfinder in 2007.

    EFN identified and investigated more than 4,000 circular features in northern Arizona. One hundred and ten of the most prospective features were explored by deep drilling, and approximately 50% of those drilled were shown to contain uranium mineralization. Ultimately, nine pipes were deemed worthy of development. Total mine production from the EFN breccia pipes from 1980 through 1991 was approximately 19.1million pounds U 3 O 8 at an average grade of just over 0.60% U 3 O 8 .

    Most of the assets of EFN were acquired by Denison in 1997. Since that time, Denison has maintained its ownership of Kanab North, Pinenut, Arizona 1, and Canyon. All other EFN prospects were dropped. In addition to the EFN breccia pipe deposits, Denison acquired four additional breccia pipe deposits (EZ 1, EZ 2, WHAT and DB 1) and one sandstone type deposit (Moonshine Springs) from Pathfinder.

    Geological Setting

    Parts of two distinct physiographic provinces are found within Arizona: the Basin and Range Province in the southern and western edge of the state, and the Colorado Plateau Province in most of northern and central Arizona. The Arizona Strip lies within the Colorado Plateau Province.

    Surface exposures within the Arizona Strip reveal sedimentary and volcanic rocks ranging in age from Upper Paleozoic to Quaternary. The area is largely underlain by Mississippian through Triassic sedimentary rock; however, exposed within the Grand Canyon are older rocks reaching Precambrian in age.

    Arizona 1, in common with all other breccia pipes within the Arizona Strip, was believed by EFN to have had its origin as a solution collapse of the Redwall Limestone. This collapse worked its way upward through the overlying formations where the throat diameter is between 200 feet to 300 feet. Vertical displacement in the throat averages 175 feet. Uranium mineralization is distributed irregularly over a depth interval of approximately 650 feet mainly at the level of the Hermit Shale formation to a maximum depth of 1,400 feet from surface.

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    At Canyon, the surface expression of the pipe is a broad shallow depression in the Permian Kaibab Formation. The pipe is essentially vertical with an average diameter of less than 200 feet, but it is considerably narrower through the Coconino and Hermit horizons (80 feet). The cross sectional area is probably between 20,000 and 25,000 square feet. The pipe extends for at least 2,300 feet from the Toroweap limestone to the upper Redwall horizons. The ultimate depth of the pipe is unknown.

    Mineralization extends vertically both inside and outside Canyon over 1,700 vertical feet, but ore grade mineralization has been found mainly in the Coconino, Hermit, and Esplanade horizons and at the margins of the pipe in fracture zones. Sulphide zones are found scattered throughout the pipe but are especially concentrated (sulphide cap) near the Toroweap Coconino contact, where the cap averages 20 feet thick and consists of pyrite and bravoite, an iron-nickel sulphide. The mineral assemblage consists of uranium-pyrite-hematite with massive copper sulphide mineralization common in and near the ore zone. The strongest mineralization appears to occur in the lower Hermit-upper Esplanade horizons in an annular fracture zone.

    Uranium mineralization in EZ 1 and EZ 2 is located primarily in the Coconino and Hermit horizons.

    Deposit Types

    Paleozoic sedimentary rocks of northern Arizona are host to thousands of breccia pipes. The pipes are known to extend from the Mississippian Redwall Limestone to the Triassic Chinle Formation, which makes for approximately 4,000 feet of section. However, because of erosion and other factors, no single pipe has been observed cutting through the entire section. No pipe is known to occur above the Triassic Chinle Formation or below the Mississippian Redwall Limestone.

    Breccia pipes within the Arizona Strip are vertical or near vertical, circular to elliptical bodies of broken rock. Broken rock is comprised of slabs and rotated angular blocks and fragments of surrounding and stratigraphically higher formations. Hence, many geologists consider the pipes to have been formed by solution collapse of underlying calcareous rocks, such as the Redwall Limestone. Surrounding the blocks and slabs making up the breccia is a matrix of fine material comprised of surrounding and overlying rock from various formations. The matrix has been cemented mostly by silicification and calcification.

    Breccia pipes are comprised of three interrelated features: a basinal or structurally shallow depression at surface (designated by some as a collapse cone); a breccia pipe which underlies the structural depression; and annular fracture rings which occur outside of, but at the margin of the pipes. Annular fracture rings are commonly, but not always, mineralized. The structural depression may range in diameter up to 0.5 miles or more, whereas breccia pipe diameters range up to about 600 feet; the normal range is 200 feet to 300 feet.

    Mineralized breccia pipes found to date appear to occur in clusters or trends. Spacing between pipes ranges from some hundreds of feet within a cluster to several miles within a trend. Pipe location may have been controlled by deep seated faults, but karstification of the Redwall Limestone in Mississippian and Permian times is considered to have initiated formation of the numerous and widespread breccia pipes in the region.

    Exploration

    Denison has not carried out any exploration on Arizona 1, Pinenut, Canyon or the EX Complex since it acquired these properties.

    Mineralization

    In the breccia pipe deposits, uranium occurs largely as blebs, streaks, small veins, and fine disseminations of uraninite/pitchblende. Mineralization is mainly confined to matrix material, but may extend into clasts and larger breccia fragments, particularly where these fragments are of Coconino sandstone. In addition to uranium, an extensive suite of elements is reported to be anomalously concentrated in mineralized rock within breccia pipes throughout northern Arizona. Within many pipes, there is a definite mineralogical zoning in and around the uranium mineral deposit.

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    Breccia pipes are surrounded by bleached zones, particularly notable in the Hermit formation where unaltered red sediments contrast sharply with grey-green bleached material. Both age dating and disequilibrium determinations indicate that remobilization of uranium has occurred. Uranium concentrations in the upper levels of a pipe tend to be in equilibrium, with disequilibrium in the mineral deposits increasing in favour of the chemical assays in deeper levels of a pipe.

    Uranium mineralization within Arizona 1 extends significantly in the vertical dimension. Continuous drill hole intersections of several tens of feet with grades exceeding 1.00% U 3 O 8 or more are not uncommon. The maximum continuous surface drill hole intersection was 92.5 feet at an average grade of 1.55% U 3 O 8 . On average, the 12 drill holes from surface which had intersected uranium mineralization recorded 75 feet of 0.62% U 3 O 8 .

    Uranium mineralization at Canyon is concentrated in three stratigraphic levels: Coconino, Hermit/Esplanade, and a lower zone. Mineralization extends vertically from a depth of 600 feet to over 2,100 feet. Intercepts range widely up to several tens of feet with grades in excess of 1.00% U 3 O 8 . Twenty-two drill holes from surface encountered uranium mineralization averaging 100 feet of 0.45% U 3 O 8 .

    Uranium mineralization at EZ 1 occurs at two distinct vertical intervals. The upper zone is contained within a 400-foot interval, 1,170 to 1,560 feet below surface and at its widest point has a diameter of approximately 183 feet. The lower zone is at a depth of 1,812 to 2,143 feet and at its widest point has a diameter of 45 feet. At EZ 2, the mineralization occurs in three distinct zones: an upper, middle and lower zone. The larger upper zone is mushroom shaped and is approximately 300 feet wide at its widest point and occurs from 952 feet to 1,153 feet below surface. The middle zone is made up of two central deposits surrounded by multiple ring deposits. An array of deposits in the middle zone occurs between depths of 1,194 to 1,356 feet. The lower zone also is a mushroom shaped deposit from 1,417 to 1,512 feet.

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    Drilling

    Exploration drilling of breccia pipes is a difficult process. Substantial depths, approximately 2,000 feet, small targets, approximately 200 feet in diameter, and non-homogeneous rock formations combine to limit the accuracy of the drilling process. The presence of cavernous and brecciated sediments near the present land surface can result in loss of circulation of drilling fluid and as a result, much drilling is conducted “blind.” Periodic “spot cores” are taken to determine whether or not holes are within the target structure or have drifted away from the pipe. Indeed, most pipes cannot be completely drilled out from the surface due to deviation from desired targets. All drill holes are surveyed for deviation and logged with gamma logging equipment.

    If surface drilling provides sufficient encouragement that a mine can be developed, on that basis a vertical shaft is sunk or drilled to its ultimate depth and underground drill stations are established at various levels to provide platforms for further exploration and delineation drilling. Drilling from underground stations typically utilizes large bore percussion drills. The resulting drill holes, out to as much as approximately 200 feet or so, are then gamma logged and surveyed as a supplement to surface drilling.

    Sampling Method and Approach

    All of the historical drill holes on the Arizona Strip properties were gamma logged and surveyed for deviation. This data provided the basic building blocks from which quantities of mineralized material were estimated. Core holes were drilled to supplement this data, to provide information for determination of disequilibrium, and to accommodate material for metallurgical testing. The process was consistent with industry standards when completed and the work carried out by EFN was judged by Scott Wilson RPA to have been of superior quality.

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    All of the basic data for calculation of quantities and grades of mineralized material for Arizona 1, Pinenut, Canyon, and EZ1 and EZ2 was derived directly by gamma log interpretation. Numerous checks were completed on this data by means of chemical assays, closed-can assays, and various beta gamma analyses.

    Sample Preparation, Analyses and Protocols

    Industry standards for uranium exploration in the western United States are based almost completely on the gamma logging process with a number of checks, including: (i) frequent calibration of logging tools, (ii) core drilling and chemical analysis of core as a check on gamma log values and the potential for disequilibrium; (iii) possible closed-can analysis as an adjunct to chemical assays; and (iv) possible gamma logging by different tools and/or companies.

    EFN used the GAMLOG computer program to interpret gamma-ray logs (“ GAMLOG ”). GAMLOG was developed by the US Atomic Energy Commission. The essence of the method is a trial and error iterative process by which U 3 O 8 grades are determined for a series of ½-foot or 1-foot layers which can be considered to comprise the zone under analysis. The objective of the iterative process is to find a grade for each separate layer such that an imaginary set of separate gamma-ray anomalies (one from each separate layer) could be composited to form an overall anomaly which would closely match the real anomaly under analysis.

    Security of Samples

    There are no specific provisions for security of data or samples other than those employed for confidentiality. The previous property owners are deemed to have met or exceeded industry standards for the exploration process.

    Data Verification

    Data verification in uranium exploration in the western United States takes the form of a combination of logging tool calibration, chemical assays on core, and various checks by other logging units and outside laboratories. Most of this verification process is internal and company specific. Independent verification has not been part of the industry standard process. EFN operations in the Arizona Strip are judged by Scott Wilson RPA to have met or exceeded industry standards.

    Mineral Resource and Mineral Reserve Estimates

    Initial mineral resource estimates were prepared for Arizona 1, Canyon, Pinenut and the EZ Complex using historical drill hole data provided by Denison. Scott Wilson RPA interpreted a set of cross sections and plan views to construct 3-D grade-shell wireframe models at 0.2% eU 3 O 8 . Variogram parameters were interpreted and eU 3 O 8 grades were estimated in the block model using kriging. The grade-shell wireframes were used to constrain the grade interpolation. All blocks within the 0.2% eU 3 O 8 grade-shell wireframes, regardless of grade, were included in the mineral resource estimate. There are no mineral reserves estimated at any of the five deposits at this time. Scott Wilson RPA estimated the inferred mineral resources as shown below.

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    Arizona Strip Inferred Mineral Resource Estimates (1)

      Tons Grade eU 3 O 8 (2)(3) Contained eU 3 O 8
      (000s) (%) (000 pounds)
           
    Arizona 1 70.3 0.68 956
    Canyon 70.5 1.08 1,523
    Pinenut 99.2 0.44 873
    EZ 1 110.5 0.51 1,127
    EZ 2 113.7 0.43 978

    Notes:

    (1)

    The mineral resource estimates comply with the requirements of NI 43-101 and the classifications comply with CIM definition standards.

       
    (2)

    Interval grades were converted from the gamma log data and are therefore equivalent U 3 O 8 (eU 3 O 8 ).

       
    (3)

    High eU 3 O 8 grades were cut to 6% at Arizona 1, 10% at Canyon, and 8% at Pinenut, EZ 1 and EZ 2.

    Cut-off Grade

    In its feasibility studies of the various Arizona Strip breccia pipes compiled during the 1980s and 1990s, EFN typically used a cut-off grade of 0.15% U 3 O 8 . A reasonable cut-off grade for long term sustainable market conditions would be approximately 0.20% U 3 O 8 . This cut-off grade was applied by Scott Wilson RPA to all the breccia pipes deposits.

    Mineral Resource and Reserve Update

    Since the mineral resource estimates were prepared by Scott Wilson RPA, the mineral resources were updated for Pinenut and Canyon by Denison. Furthermore, at Arizona 1, mining operations have been underway since late 2009. As a result of the updates and the mining operations, the following illustrates the current mineral resource estimates for the Arizona Strip properties.

    Arizona Strip Inferred Mineral Resource Estimate Update
    (in thousands of pounds U 3 O 8 )

      Initial   Current
      Resource Uranium Additions Resource
    Resources Estimate Mined (Deletions) (1) Estimate
             
    Arizona 1 956 (765) 494 685
    Canyon 1,523 0 106 1,629
    Pinenut 873 0 164 1,037
    EZ 1 1,127 0 0 1,127
    EZ 2 978 0 0 978

    Note:

    (1)

    Additions or deletions to mineral resource estimates include reassessment of geological data.

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    Historical Estimates

    On several of the mineral properties, estimates of mineral reserves or mineral resources have not been prepared in accordance with NI 43-101; however, historical mineral resource estimates exist for the projects, as discussed below. Denison did not treat the following historical estimates as current mineral resources or mineral reserves. Denison did not undertake the work necessary to have the historical estimates verified by a qualified person (as defined in NI 43-101). These historical estimates have not been categorized. The properties will require confirmatory drilling and data collection to convert historical estimates into NI 43-101 compliant mineral resources.

    In 2007, Denison acquired five uranium deposits located in the Arizona Strip district in northeastern Arizona from Pathfinder, including four breccia pipe type deposits (EZ 1, EZ 2, WHAT and DB 1) and a sandstone hosted deposit occurring at surface and gradually becoming deeper towards the north (Moonshine Springs).

    Shown below are the historical mineral resource estimates for DB 1 and Moonshine Springs as presented by Pathfinder to Denison and estimated in 1996 (the “ Pathfinder Historical Estimates ”). No cut-off grades have been reported for DB 1, while a 0.05% U 3 O 8 cut-off has been used for Moonshine Springs.

    Pathfinder Historical Estimates (1)(2)

          Pounds of
      Tons Grade U 3 O 8
    Deposit (000s) % U 3 O 8 (000s)
           
    DB 1 103.6 0.44% 911
    Moonshine Springs 761.7 0.16% 2,483

    Notes:

    (1)

    The historical estimates do not comply with the requirements of NI 43-101. CIM definitions are not used.

       
    (2)

    The historical estimates cannot be verified and the estimates are not necessarily indicative of the mineralization on the property.

    The Pathfinder Historical Estimates are based on data, reports and documentation obtained from and prepared by previous operators, including AREVA, which were not verified by Denison. The properties will require considerable further evaluation to upgrade this historical estimate as a current mineral resource estimate, which, provided the Acquisition is completed, EFI’s management and consultants intend to carry out in due course.

    In the Colorado Plateau District, Denison mined uranium and vanadium bearing ore from Sunday and Rim from November, 1997 to mid-1999, then Topaz, Sunday/St. Jude and West Sunday beginning in 2008 to 2009, and is currently mining ores from Pandora and Beaver. In 2011, 172,600 tons of ore from the Colorado Plateau were milled at White Mesa.

    The mineral resource estimates shown below are based on historical estimates prepared by EFN, adjusted for production from the Colorado Plateau Mines.

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    Colorado Plateau Historical Estimate (1)(2)(3)

              Pounds of
      Mineral Tons   Pounds U 3 O 8   V 2 O 5
      (000s) % U 3 O 8 (000s) %V 2 O 5 (000s)
    Colorado Plateau 1,232 0.21 5,247 1.19 29,414

    Notes:

    (1)

    The historical estimate does not comply with requirements of NI 43-101. CIM definitions are not used.

       
    (2)

    The historical estimate cannot be verified and the estimate is not necessarily indicative of the mineralization on the property.

       
    (3)

    The historical estimate was adjusted by Denison to reflect actual mine production by Denison.

    The Colorado Plateau historical estimates are based on data, reports and documentation obtained from and prepared by previous operators, including EFN, which have not been verified by Denison. The properties will require considerable further evaluation to upgrade this historical estimate as a current mineral resource estimate, which, provided the Acquisition is completed, EFI’s management and consultants intend to carry out in due course.

    In June, 2011, Denison acquired uranium and vanadium properties in southeastern Utah pursuant to the White Canyon Acquisition. The properties are in two widely separated geographic areas: a northern area in the region of Thompson, Utah, which is in the Colorado Plateau District; and, a southern area called the White Canyon District. Historical estimates have been reported for the following White Canyon properties (the “ White Canyon Historical Estimates ”).

    White Canyon Historical Estimates (1)(2)

          Pounds of
      Tons Grade U 3 O 8
    Deposit (,000) % U 3 O 8 (,000)
           
    Daneros & Lark Royal (3) 184.0 0.33% 1,207
    Geitus – Deer Flats 49.0 0.24% 239
    Blue Jay 25.0 0.20% 99
    Marcy Look 11.0 0.25% 52

    Notes:

    (1)

    The historical estimates do not comply with the requirements of NI 43-101. CIM definitions are not used.

       
    (2)

    The historical estimates cannot be verified and the estimates are not necessarily indicative of the mineralization on the properties.

       
    (3)

    The Daneros and Lark Royal historical estimate has been adjusted to reflect actual mine production by White Canyon and Denison.

    The White Canyon Historical Estimates for Daneros and Lark Royal are based on Denison’s analysis of work conducted by a previous operator, UP&L. In 2010 and 2011, White Canyon prepared the following estimates:

    “Technical Report on Utah Energy Corporation’s Geitus - Deer Flat Project, San Juan County, Utah, February 15, 2011” prepared by Integrated Production Resources of Centennial, Colorado.

    “Technical Report on Utah Energy Corporation’s Blue Jay Project, San Juan County, Utah, February 22, 2011” prepared by Integrated Production Resources of Centennial, Colorado.

    “Technical Report on Utah Energy Corporation’s Geitus - Marcy Look Project ,San Juan County, Utah, December 28,2010” prepared by Integrated Production Resources of Centennial, Colorado.

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    These reports were prepared in accordance with the JORC Code prior to Denison’s involvement with White Canyon. These reports were based on analysis by Integrated Production Resources utilizing data , reports, and documentation obtained from and prepared by previous operators, which have not been verified by Denison. The properties will require considerable further evaluation to upgrade these historical estimates to mineral resource estimates pursuant to NI 43-101, which work EFI’s management and consultants intend to carry out in due course provided the Acquisition is completed.

    To EFI’s knowledge, no mineral resources estimates have been prepared for the properties in the Colorado Plateau District.

    Mineral Exploration

    DMHC indirectly holds exploration properties in the Colorado Plateau, White Canyon, and Arizona Strip Districts. Exploration drilling has been conducted in the Colorado Plateau District in recent years, with the majority of the work directed to brown fields drilling to extend active mining areas.

    In the Colorado Plateau District, exploration projects include extensions of the geologic trends in the vicinity of the Sunday Mines Complex. Properties are also held which cover areas that are favourable for exploration for new discoveries for Salt Wash uranium/vanadium deposits similar to the deposits in the Sunday Mines area.

    The majority of 2010 drilling in the US was directed to the Beaver area. A total of 62 holes totalling 13,755 metres (45,129 feet) were completed along known trends and in areas between mineralized pods where historical drilling is limited. A new mineralized channel was delineated parallel to active mining in the west Beaver area; the new zone is approximately 300 metres long. Eleven holes totalling 1,963 metres (6,440 feet) were drilled in advance of active mine areas at Pandora. Results of this drilling were negative, and future drilling will focus on stepping out to new target areas further removed from current mining areas. EFI anticipates implementing Denison’s plans in the Beaver area.

    Drilling at Beaver and Redd Block in 2011 totalled 15,510 metres (50,889 feet) in 68 holes, which includes nine monitoring wells installed at Redd Block for baseline data collection and future groundwater monitoring. Two new areas of mineralization were discovered which can be accessed from existing mine workings. These mineral resources more than replaced production from Beaver in 2011.

    For 2012, Denison planned three drill programs in the vicinity of the Pandora, Beaver and Redd Block areas. In total, the program was anticipated to drill 20,125 metres in approximately 80 drill holes. EFI anticipates completing the drill program as planned.

    In the Arizona Strip District, Denison holds 100% interest in several claims blocks, all of which host confirmed breccia pipe features. Mineralization has been encountered in past drilling on a number of these features, and additional deep drilling is required to confirm mineral resources. Denison had plans to drill six deep exploration holes, to confirm a known discovery and to support mineral resource estimation, on DB 1. DB 1, as well as nearly all of the known breccia pipes exploration targets on lands that will be held by EFI in the Arizona Strip District, is within the area withdrawn by the US Department of Interior. Drilling at DB 1 in 2012 is contingent upon BLM accepting Denison’s notice of intent to explore on withdrawal lands.

    The White Canyon District includes claims and Utah State Leases covering historical mineral deposits in the Elk Ridge and Deer Flats areas. Exploration notices for surface drilling were obtained by UEC for the Geitus, Blue Jay, and Marcy Look areas. Denison is evaluating historic information on these areas to assess plans for exploration drilling.

    Exploration notices have also been approved for brown fields drilling around Daneros. These Exploration notices cover the Daneros, Lark and Royal areas. EFI will review plans for additional surface drilling in the Daneros area.

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    Quality Assurance and Quality Control Procedures and Protocols

    The following section details the Quality Assurance and Quality Control (“ QA/QC ”) procedures and protocols for all exploration programs operated by DMHC.

    All uranium exploration technical information is obtained, verified and compiled under a formal QA/QC assurance and quality control program in the southwestern United States. The following details the protocols used by all Denison staff and consultants.

    Processes for Determining Uranium Content by Gamma Logging

    Exploration for uranium deposits in the southwest United States typically involves identification and testing of permeable sandstones within reduced sedimentary sequences. The primary method of collecting information is through extensive drilling and the use of down hole geophysical probes. The down hole geophysical probes measure natural gamma radiation, from which an indirect estimate of uranium content can be made.

    The radiometric (gamma) probe measures gamma radiation which is emitted during the natural radioactive decay of uranium. The gamma radiation is detected by a sodium iodide crystal, which when struck by a gamma ray emits a pulse of light. This pulse of light is amplified by a photomultiplier tube, which outputs a current pulse. The gamma probe is lowered to the bottom of a drill hole and data is recorded as the tool is withdrawn up the hole. The current pulse is carried up a conductive cable and processed by a logging system computer which stores the raw gamma counts per second (“cps”) data.

    If the gamma radiation emitted by the daughter products of uranium is in balance with the actual uranium content of the measured interval, then uranium grade can be calculated solely from the gamma intensity measurement. Down hole cps data is subjected to a complex set of mathematical equations, taking into account the specific parameters of the probe used, speed of logging, size of bore hole, drilling fluids and presence or absence of and type of drill hole casing. The result is an indirect measurement of uranium content within the sphere of measurement of the gamma detector.

    The basis of the indirect uranium grade calculation (referred to as “eU 3 O 8 ” or “equivalent U 3 O 8 ”) is the sensitivity of the sodium iodide crystal used in each individual probe. Each probe’s sensitivity is measured against a known set of standard “test pits,” with various known grades of uranium mineralization, located at the DOE’s Grand Junction, Colorado office. The ratio of cps to known uranium grade is referred to as the probe “K-Factor”, and this value is determined for every gamma probe when it is first manufactured and is also periodically checked throughout the operating life of each probe. Application of the K-Factor, along with other probe correction factors, allows for immediate grade estimation in the field as each drill hole is logged.

    Core Sampling, Processing, and Assaying

    Core samples are collected for a number of purposes: verification of lithology as determined from geophysical logging and examination of drill cuttings; determination of uranium content as a general check of gamma probing to determine if gamma measurement and chemical uranium content are close to balance (“ radiometric disequilibrium ”); whole rock analysis; and specific geochemistry for uranium species and other minerals of interest. Typically core is only taken over select intervals of interest as identified from logging of drill holes. This reduces the amount of core through barren zones or horizons of no interest and greatly reduces overall exploration costs.

    Core diameter is typically 2½ – 3¼ inches. For zones selected for laboratory analyses, one half of the core will normally be used. The minimum length of core submitted is usually one foot and the maximum length per sample is two feet. Sample intervals are selected by geologists in the field based on lithology, oxidation/reduction, and uranium grade (from gamma logging and from hand-held gamma counters).

    Core samples are prepared at White Mesa. Samples are crushed and then ground to -200 mesh. The sample pulps are split to 250 to 300 grams for laboratory work.

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    Quality Assurance and Quality Control Measures

    Drill hole logging is conducted by Denison in-house personnel. The logging capabilities are designed specifically to meet Denison’s logging requirements in the southwest United States. The tools, and a complete set of spares, were manufactured by Mount Sopris Instrument Company in Golden, Colorado. Denison has retained the services of a senior geophysical consultant to oversee training, implementation, and quality control protocols for the southwest United States’ operations. All tools are checked and calibrated before being used, and a variety of system checks and standards are also established for routine checking and calibration of tools.

    Drill hole logging data is stored on digital media in the logging truck at the exploration sites. The digital data is periodically brought in from the field locations to the Egnar, Colorado field office. The raw and converted logging data are copied and then sent via e-mail to Denison’s Denver office, where all data is checked and reviewed.

    Samples of core are chosen on the basis of radiometric data collected during core logging. This radiometric data is obtained by using a hand held scintillometer. The general concept behind the scintillometer is similar to the gamma probe except the radiometric pulses are displayed on a scale and the respective count rates are recorded manually by the geologist logging the core. The hand-held scintillometer provides quantitative data only and cannot be used to calculate uranium grades. However, it does allow the geologist to identify uranium mineralization in the core and to select intervals for geochemical sampling.

    Additional samples are collected above and below the horizons of interest in order to “close-off” sample intervals. Sample widths are selected according to radiometric values and lithologic breaks or changes. All reasonable efforts are made to ensure that splitting of the core is representative and that no significant sampling biases occur. Once the sample intervals are identified, an exclusive sample number is assigned each interval and recorded by the on-site geologist.

    After the geological logging of the core and sample selection, all of the selected sample intervals of drill core are split longitudinally at the drill site. One half of the core is placed in a new sample bag along with a sample tag corresponding to the sample number. The other half of the core is re-assembled in the core box and stored for future reference. Samples are stored at the Egnar, Colorado office under the supervision of the project geologists and delivered to either White Mesa or Activation Laboratories Ltd. for preparation. As standard procedure, field duplicates are included in assay suites sent to the laboratories, and reference samples are used to verify laboratory controls and analytical repeatability.

    Environmental and Safety Matters

    Denison has adopted an Environmental, Health and Safety Policy (the “ EHS Policy ”) that affirms Denison’s commitment to environmentally responsible management and compliance with occupational health and safety laws. Under the EHS Policy, Denison has committed to run its operations in compliance with applicable legislation, in a manner that minimizes the impact on our ecosystem. The EHS Policy mandates the use of regular monitoring programs to identify risks to the environment, to the public and to Denison’s employees and to ensure compliance with regulatory requirements. The EHS Policy also sets out Denison’s requirement to train its employees regarding environmental and health and safety compliance and best practices and to provide adequate resources in this regard. Finally, the EHS Policy requires regular reporting to the Board regarding Denison’s compliance and the results of Denison’s monitoring. EFI plans to review the EHS Policy adopted by Denison and adopt it as written or with minor modifications.

    White Mesa

    White Mesa processed conventional ore through June, 2011, at which time processing ceased for maintenance work. Conventional ore processing resumed in November, 2011. The alternate feed circuit was operating throughout 2011. Mill operations registered one lost time accident in 2011, ending White Mesa’s record of 1.6 million man-hours without a lost time accident.

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    Denison has detected some chloroform contamination at the mill site that appears to have resulted from the operation of a temporary laboratory facility that was located at the site prior to and during the construction of the mill facility, and from septic drain fields that were used for laboratory and sanitary wastes prior to construction of the mill’s tailings cells. In April, 2003, Denison commenced an interim remedial program of pumping the chloroform contaminated water from the groundwater to the mill’s tailings cells. This will enable Denison to begin clean up of the contaminated areas and to take a further step towards resolution of this outstanding issue. Pumping from the wells continued in 2011. Denison is continuing to work with Utah to develop a long-term corrective action plan. A draft corrective action plan was submitted and is currently being reviewed by Utah. While the investigations to date indicate that this chloroform contamination appears to be contained in a manageable area, the scope and costs of final remediation have not yet been determined and could be significant.

    In 2008, elevated concentrations of nitrate and chloride were observed in some monitoring wells at the mill site, a number of which are upgradient of the mill’s tailings cells. Pursuant to a stipulated consent agreement with UDEQ, Denison retained INTERA, Inc. (“ INTERA ”), an independent professional engineering firm, to investigate these elevated concentrations and to prepare a contamination investigation report for submittal to UDEQ. The investigation was completed in 2009 and the contamination investigation report was submitted to UDEQ in January, 2010 (the “ INTERA Report ”). INTERA concluded in the INTERA Report that: (1) the nitrate and chloride are co-extensive and appear to originally come from the same source; and (2) the source is upgradient of the mill property and is not the result of mill activities. UDEQ reviewed the INTERA Report and concluded that further investigations were required before UDEQ can determine the source of the contamination or assign the responsibility for clean up. Such investigations were performed in 2010 and 2011, but were considered to be inconclusive by UDEQ. As a result, after over two years of investigation, it has been determined that there are site conditions that make it difficult to ascertain the source(s) of contamination at the site, and that it has therefore not been possible to date to determine the source(s), causes(s), attribution, magnitudes of contribution, and proportion(s) of the local nitrate and chloride in groundwater. For those reasons, UDEQ could not eliminate mill activities as a potential cause, either in full or in part, of the contamination. Denison and UDEQ have agreed that resources will be better spent in developing a corrective action plan, rather than continuing with further investigations as to the source(s) and attribution of the groundwater contamination. Pursuant to a revised stipulated consent agreement, Denison submitted to UDEQ in November, 2011 a draft corrective action plan for remediation of the contamination, which involves a program of pumping the nitrate contaminated groundwater to White Mesa’s tailings cells, similar to its chloroform remedial program. UDEQ is currently reviewing the proposed corrective action plan. Although the contamination appears to be contained in a manageable area, the scope and costs of final remediation have not yet been determined and could be significant.

    Reclamation

    White Mesa is subject to decommissioning liabilities. Denison, as part of the Utah Radioactive Licence, is required to annually review its estimate for the decommissioning of the White Mesa site and submit it to UDEQ for approval. The estimate of closure costs for the mill is US$19.4 million, and financial assurances are in place for the total amount.

    US Mines

    During 2011, Denison had four active mining operations, two in Utah and two in Arizona. There were five mines which were on care and maintenance.

    In 2011, Arizona 1 received the 2010 US Department of Labor’s MSHA Sentinels of Safety Award in the small underground metal mine category. In 2010, Arizona 1 personnel worked a total of 56,417 injury-free hours. Daneros was recognized as a runner up with a total of 23,674 injury-free hours. The Sentinels of Safety Award acknowledges the men and women at those mines in the United States that have worked the most employee-hours without experiencing a lost-time injury.

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    There were two lost time accidents at the mining operations in 2011.

    During 2011 and 2012, White Mesa reported consecutive exceedances of GWCLs under White Mesa’s GWDP for several constituents in several wells, and there is a decreasing trend in pH in a number of wells across the White Mesa site that have caused the pH in a number of compliance monitoring wells to have dropped below their GWCLs. These exceedances and pH trends include wells that are upgradient of the White Mesa facilities, far down-gradient of the White Mesa site and at the White Mesa site itself. These consecutive exceedances of GWCLs have resulted in violations of White Mesa’s GWDP, and Denison has submitted a plan and schedule to UDEQ to evaluate and further characterize the exceedances and trends. However, given the fact that trends in a number of constituents at the site have previously been determined to have been the result of natural causes, and that the exceedances and trends that have been recently identified and are the subject of current violations are widespread and include wells that are upgradient and far downgradient from the activities at White Mesa, Denison believes that these recently identified consecutive exceedances and trends are not the result of activities at White Mesa. If the exceedances and trends are determined to be the result of natural causes then the applicable GWCLs may have to be re-evaluated. If the exceedances are determined to be caused by activities at White Mesa, then a corrective action plan for remediation would be required, the scope and costs of which would have to be determined and could be significant.

    Reclamation

    All of the mines held by the Denison US Mining Division are subject to closure and reclamation liabilities. Denison estimated the reclamation costs for the various mining operations in Colorado, Utah and Arizona to be US$3.7 million. Financial bonds are in place for the total amount.

    Government Regulation

    Uranium milling in the US is primarily regulated by the NRC pursuant to the Atomic Energy Act of 1954 , as amended. Its primary function is to ensure the protection of employees, the public and the environment from radioactive materials as well as regulating most aspects of the uranium recovery process. The NRC regulations pertaining to uranium recovery facilities are codified in Title 10 of the Code of Federal Regulations (“ 10 CFR ”).

    On August 16, 2004, Utah became an Agreement State for the regulation of uranium mills. This means that the primary regulator for White Mesa is now UDEQ rather than NRC. At that time, the mill’s NRC Source Material Licence was transferred to Utah and became the Utah Radioactive Licence. Utah incorporates, through its own regulations or by reference, all aspects of 10 CFR pertaining to uranium recovery facilities. White Mesa’s licence was due for renewal on March 31, 2007. Denison submitted its application for renewal of the licence on February 28, 2007. A draft renewal licence was published for comment by UDEQ in the fourth quarter of 2011 and will be republished for comment in the second quarter of 2012. UDEQ is currently in the process of reviewing the public comments. Denison expects that the renewed license will be issued by UDEQ by the end of 2012. During the period that Utah is reviewing the licence renewal application, the mill can continue to operate under the Utah Radioactive Licence. The mill’s licence was initially issued in 1980 and was renewed in 1987 and 1997.

    When Utah became an Agreement State it required that a GWDP be put in place. The GWDP is required for all similar facilities in Utah, and specifically tailors the implementation of Utah groundwater regulations to the mill site. Utah requires that every operating uranium mill have a GWDP, regardless of whether or not the facility discharges to groundwater. The GWDP for White Mesa was finalized and implemented in March, 2005. The GWDP required that the mill add over 40 additional monitoring parameters and fifteen additional monitoring wells at the site. The GWDP came up for renewal in 2010, and is currently in the renewal process. During the review period the mill can continue to operate under its existing GWDP.

    White Mesa also maintains permit approvals for air emissions with UDEQ, Division of Air Quality.

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    Uranium mining is subject to regulation by a number of agencies including: (1) local county and municipal government agencies; (2) the applicable state divisions responsible for mining and protecting the environment within Utah, Colorado, and Arizona; (3) the BLM and the USFS on public lands under their jurisdiction; (4) the U.S. Mine Safety and Health Administration, and (5) other federal agencies (e.g., U.S. Fish and Wildlife Service, U.S. Army Corp of Engineers), where certain conditions exist. A review of the major permits for each mine is included above under “Operations” sections herein.

    Land Tenure

    EFI’s land holdings in the US will be held either in fee simple by EFI, by leases from the fee simple owners (private parties, the state and/or the U.S. Government) or by patented and unpatented mining claims located on property owned by the US Government. Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required. Holders of unpatented mining claims are generally granted surface access to conduct mineral exploration and mining activities, however, additional mine permits and plans are generally required prior to conducting exploration or mining activities on such claims.

    On July 9, 2009, BLM issued a notice of proposed withdrawal (“ 2009 Notice ”) under which it proposed that a total of approximately one million acres of public lands around the Grand Canyon National Park be withdrawn from location and entry under the Mining Law of 1872 (the “ Mining Law ”), subject to valid existing rights. In the 2009 Notice, BLM stated that the purpose of the withdrawal, if determined to be appropriate, would be to protect the Grand Canyon watershed from any adverse effects of locatable hardrock mineral exploration and mining. The 2009 Notice segregated the lands from location and entry under the mining laws for up to two years to allow time for various studies and analysis, including appropriate National Environmental Policy Act (“ NEPA ”) analysis. In order to allow more time for BLM to complete its NEPA analysis, the US Department of the Interior (“ DOI ”) published Public Land Order 7773 on June 21, 2011, which effected a six-month emergency withdrawal of the area. The emergency withdrawal prevented the lands from opening to location and entry under the Mining Law upon expiration of the two-year segregation while the DOI completed the decision–making process on the proposed withdrawal. The emergency withdrawal was effective from July 21, 2011, to January 20, 2012. During the two-year segregation and six month emergency withdrawal, the BLM, along with its cooperating agencies, completed various studies and analyses of resources in the withdrawal area, including an Environmental Impact Statement (“ EIS ”) under NEPA. These studies and analyses were undertaken to provide the basis for the final decision regarding whether or not to proceed with the proposed withdrawal or to select an alternative action. Based on this analysis, on January 9, 2012, the Department of the Interior announced its final decision to withdraw from location and entry under the Mining Law, subject to valid existing rights, the total of approximately one million acres of lands originally proposed in the 2009 Notice, for a 20-year period. Lawsuits challenging this decision have been filed by various industry groups and interested parties.

    No new mining claims may be filed on the withdrawn lands and no new POs may be approved, other than POs on mining claims that were valid at the time of withdrawal and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM or the USFS, as applicable. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes the discovery of a valuable mineral deposit.

    All Arizona Strip properties, with the exception of Moonshine Springs, are located within the withdrawn lands. BLM is currently undertaking a mineral examination on the EZ Complex, in conjunction with its review of the proposed PO for that project. Mineral examinations are not required for Arizona 1 and Pinenut, which have previously approved POs and are currently undergoing mining activities. Although Canyon also has an approved PO, and a mineral examination is not required, the USFS has elected to perform a mineral examination on that project, which is expected to be completed in the second quarter of 2012.

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    Denison believes that all of its material Arizona Strip projects are on valid mining claims that will each withstand a mineral examination. However, there can be no guarantee that a mineral examination will not result in one of more of Denison’s, and following the Acquisition, EFI’s, mining claims being considered invalid, which could prevent a project from proceeding.

    Legal and Regulatory Proceedings

    Arizona 1 Licence Challenge

    On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “ Plaintiffs ”) filed a lawsuit in the US District Court for the District of Arizona (the “ District Court ”) against the US Secretary of the Interior and the BLM (together, the “ Defendants ”) seeking an order declaring that the Defendants violated environmental laws in relation to Arizona 1 by not requiring a new PO in connection with the start of mining activities. The Plaintiffs also claim that, if a new PO is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing PO for the mine was approved by BLM in 1988. The Plaintiffs are seeking an order declaring that the Defendants have violated these environmental laws in relation to Arizona 1, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at Arizona 1 until BLM complies with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favour of the Defendants on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals (the “ Court of Appeals ”), and on December 8, 2011 filed a motion in the District Court for preliminary injunction, pending appeal. That motion was denied by the District Court on January 11, 2012. On January 26, 2012, the Plaintiffs filed an emergency motion for an injunction pending appeal in the Court of Appeals, which was denied by the Court of Appeals on February 24, 2012. If the Plaintiffs are successful on the appeal, Denison, and following the Acquisition EFI, may be required to stop mining activities at Arizona 1 pending resolution of this matter. Any required stoppage of mining could have a significant adverse impact on Denison, and following the Acquisition EFI.

    La Sal Complex

    On February 17, 2012, Uranium Watch and Living Rivers filed a Notice of Appeal and Petition for Stay with the Interior Board of Land Appeals (“ IBLA ”), relating to a January 18, 2012 response by BLM to a request for information made by Uranium Watch and Living Rivers. In that request, Uranium Watch and Living Rivers asked BLM to confirm, among other things, that the existing PO and related EA for a portion of La Sal are sufficient under BLM regulations and NEPA. In responding to that request, BLM stated that the PO is sufficient, that no new decisions have been made and that the related EA is sufficient until a new decision needs to be made. Uranium Watch and Living Rivers have alleged that this response by BLM constitutes an appealable decision by BLM and have requested a stay of operations at La Sal pending a decision by IBLA on the appeal. Denison was added as an intervener in this action on March 7, 2012. Both BLM and Denison have filed responses and motions to dismiss this action for lack of standing, on the basis that an appealable decision has not been made by BLM. A decision from IBLA is pending at this time.

    Daneros

    On July 28, 2011, the Southern Utah Wilderness Alliance filed a Notice of Appeal with the IBLA challenging BLM’s FONSI for Daneros’ EA, requesting that IBLA set aside the FONSI and remand the EA to the BLM with instructions to prepare an EIS or to revise the EA. Denison has been added as an intervenor in this action and believes this challenge is without merit and should be dismissed. Responses were filed by BLM and Denison in early December, 2011, and a decision from IBLA is pending at this time.

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    Interest of Certain Persons in the Acquisition

    EFI has been informed that, except as disclosed herein, none of the directors and executive officers of Denison has a material interest, direct or indirect by way of beneficial ownership of securities or otherwise in the Denison Arrangement. The officers and directors of Denison and their associates and affiliates beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 2,819,382 Denison Common Shares, representing approximately 0.7% of the Denison Common Shares outstanding as of the close of business on May 25, 2012. All of the Denison Common Shares held by the executive officers and directors of Denison will be treated in the same fashion under the Denison Arrangement as Denison Common Shares held by any other Denison Shareholder.

    Change of Control Provision under Employment Agreements

    Pursuant to an employment agreement dated October 1, 2002 between International Uranium (USA) Corporation, a predecessor subsidiary of Denison, and David C. Frydenlund, Mr. Frydenlund is entitled to resign in the event of a change of control (as defined in the employment agreement) and in such event to receive severance equal to the greater of three month’s salary and the severance payable under Denison’s corporate severance policy, as well as reimbursement of certain specified relocation costs.

    Pursuant to an employment agreement dated December 13, 2007 between Denison Mines (USA) Corp. and Philip G. Buck , Mr. Buck is entitled to resign in the event of a change of control of Denison (as defined in the employment agreement) and in such event to receive severance equal to twelve month’s salary.

    The Acquisition and Denison Arrangement would constitute a change of control for purposes of the employment agreements with each of Mr. Frydenlund and Mr. Buck. It is expected that both Mr. Frydenlund and Mr. Buck will continue as officers and employees of DMHC following the Acquisition, and that neither Mr. Frydenlund nor Mr. Buck will exercise their right to resign. In the event that they do exercise the right to resign, the Arrangement Agreement provides that Denison shall reimburse EFI for all severance costs which are payable as a result of the change of control.

    Material Contracts

    Except as described above, the members of the Denison US Mining Group are not parties to any material contracts entered into outside of the ordinary course of business.

    Dividends

    DMHC and White Canyon have not paid cash dividends or made any distributions in the last three completed financial years.

    Management’s Discussion and Analysis

    For management’s discussion and analysis of DMHC and White Canyon, please see the management’s discussion and analysis of Denison for the year ended December 31, 2011 and for the three months ended March 31, 2012. The Denison MD&A can be found under Denison’s SEDAR profile at www.sedar.com.

    Consolidated Capitalization and Options to Purchase Securities

    DMHC has issued and outstanding 15.7 common shares and 2,000 preferred shares, of which Denison holds 11 common shares and all of the 2,000 preferred shares, and White Canyon holds 4.7 common shares. There are 230,679,770 common shares of White Canyon issued and outstanding, all of which are held by Denison.

    As of the date hereof, there are no outstanding options to purchase securities of either DMHC or White Canyon.

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    Prior Sales

    DMHC has not distributed DMHC Shares or securities convertible into DMHC Shares in the past twelve month period.

    White Canyon has not distributed any of its common shares or securities that are convertible into common shares in the past twelve month period.

    Directors and Executive Officers

    The following tables set forth, for each director and executive officer of each of DMHC and White Canyon: his or her name; municipality, province or state and country of residence; all positions and offices held by him or her; the month and year in which he or she was first elected a director and his or her principal occupation during the preceding five years.

    Directors and Officers of DMHC


    Name and
    Municipality of
    Residence





    Position with
    DMHC



    Director
    or
    Officer
    Since





    Principal Occupation During
    the Past Five Years
    Ron F. Hochstein
    Coquitlam, B.C.
    Director, President and Chief Executive Officer 2000

    Ron Hochstein is the President and Chief Executive Officer of Denison, a position he assumed in 2009, after having served as its President and Chief Operating Officer since 2006.

    David Frydenlund
    Lone Tree, Colorado
    Director, Vice President, General Counsel and Corporate Secretary 1997

    David Frydenlund is the Vice President, Regulatory Affairs, Counsel and Corporate Secretary of Denison Mines (USA) Corp., a position which he assumed in 2006.

    James R. Anderson
    Mississauga, Ontario
    Executive Vice President and Chief Financial Officer 2006

    Jim Anderson is the Executive Vice- President and Chief Financial Officer of Denison Mines Corp., a position which he assumed in 2006.

    Phil Buck
    Denver, Colorado
    Vice President, Mining 2008

    Mr. Buck joined Denison Mines (USA) Corp., as Vice President, U.S. Mining in 2008. Prior to that date, he was General Manager, Canada for Dynatec Corporation from 2006 to 2008.

    Harold R. Roberts
    Cherry Hills Village, Colorado
    Executive Vice President, U.S. Operations 2006

    Harold Roberts is the Executive Vice President, U.S. Operations of Denison Mines (USA) Corp., a position which he assumed in 2006.

    Curt Steel
    Sherman, Connecticut
    Vice President, Marketing & Sales 2008

    Curt Steel is the Vice President, Sales and Marketing of Denison Mines (USA) Corp., a position which he assumed in 2008. Prior to that date, Mr. Steel was Senior Trader with NUKEM, Inc. from 1998 to 2007.

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    Name and
    Municipality of
    Residence





    Position with
    DMHC



    Director
    or
    Officer
    Since





    Principal Occupation During
    the Past Five Years
    Todd S. Mears
    Littleton, Colorado
    Controller 2007

    Todd Mears is the Controller for Denison Mines (USA) Corp., a position which he assumed in 2007.

    It is expected that Messrs. Frydenlund, Buck, Roberts, Steel and Mears will continue as officers of DMHC following the Acquisition, but that Messrs. Hochstein and Anderson will resign as directors and officers of DMHC at the Effective Time. It is further anticipated that Messrs. Roberts and Frydenlund will become officers of EFI following the Acquisition. (See “Information About EFI After Giving Effect to the Denison Arrangement – General – Directors and Officers”.) The compensation arrangements for the senior officers who continue with DMHC following the Acquisition will be negotiated between EFI and each of the officers.

    Directors of White Canyon

    Name and
    Municipality
    of Residence



    Director/Officer
    Since




    Principal Occupation During the Past Five Years
    Lewis George Cross
    Dalkeith Western Australia
    2007

    Mr. Cross is a Corporate Director. Currently, Mr. Cross is a Non-Executive Director of Aspermont Ltd (since 2000) and was the Principal of the accounting firm CrossCorp Accounting from 1979 to 2009. Mr. Cross served as Non-Executive Chairman of White Canyon from 2007 to 2010 and Executive Chairman from 2010 to 2011, prior to its acquisition by Denison. Mr. Cross has continued as a Director of White Canyon since then. Mr. Cross also served as the Non-Executive Chairman of the Board of Polaris Metals NL until 2010. Mr Cross has served as Non- Executive Chairman of Golden State Resources Ltd from 2005 to the present.

    Ron F. Hochstein
    Coquitlam, B.C.
    2011

    Ron Hochstein is the President and Chief Executive Officer of Denison, a position he assumed in 2009, after having served as its President and Chief Operating Officer since 2006.

    Frank Knezovic
    Perth, Western Australia
    2011

    Mr. Knezovic is a Director of the law firm Price Sierakowski, where he has practiced corporate, commercial and securities law since 2005.

    White Canyon does not have any senior officers.

    Corporate Cease Trade Orders

    None of either DMHC’s or White Canyon’s directors or executive officers, have, within 10 years prior to the date of this Circular, been a director, chief executive officer or chief financial officer of any company that:

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    Bankruptcies

    None of either DMHC’s or White Canyon’s directors or executive officers, or a shareholder holding a sufficient number of securities of either DMHC or White Canyon to affect materially the control of DMHC or White Canyon, as applicable, has within 10 years prior to the date of this Circular:

    Indebtedness of Directors and Executive Officers

    No officer or director of DMHC or White Canyon was indebted to DMHC or White Canyon, as applicable, at any time during such company’s last completed financial year.

    Legal Proceedings and Regulatory Actions

    Except as set out below, since the beginning of their respective most recently completed financial years, neither DMHC nor White Canyon has been a party to or was the subject of a legal or regulatory proceeding for which disclosure is required.

    On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “ Plaintiffs ”) filed a lawsuit in the U.S. District Court for the District of Arizona against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“ BLM ”) (together, the “ Defendants ”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs are also claiming that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Plaintiffs are seeking an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until BLM complies with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favour of BLM and Denison and against the Plaintiffs on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals, and on December 8, 2011 filed a motion in the District Court for preliminary injunction, pending appeal. That motion was denied by the District Court judge on January 11, 2012. On January 26, 2012, the Plaintiff’s filed an emergency motion for an injunction pending appeal in the Court of Appeals and on February 24, 2012, the Court of Appeals denied the motion for injunction. The appeal of the District Court’s ruling is under way, and oral argument and a decision from the Court of Appeals is expected in the 3rd or 4th quarter of 2012. If the Plaintiffs are successful on the appeal, Denison may be required to stop mining activities at the Arizona 1 mine pending resolution of this matter. Any required stoppage of mining could have an adverse impact on the Denison US Mining Division.

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    On February 17, 2012, Uranium Watch and Living Rivers filed a Notice of Appeal and Petition for Stay with the Interior Board of Land Appeals (“ IBLA ”), relating to a January 18, 2012 response by BLM to a request for information made by Uranium Watch and Living Rivers. In that request, Uranium Watch and Living Rivers asked BLM to confirm, among other things, that the existing Plan of Operations and related Environmental Assessment for a portion of the La Sal Mines Complex are sufficient under BLM regulations and NEPA. In responding to that request, BLM stated that the Plan of Operations is sufficient, that no new decisions have been made and that the related Environmental Assessment is sufficient until a new decision needs to be made. Uranium Watch and Living Rivers have alleged that this response by BLM constitutes an appealable “decision” by BLM and have requested a stay of operations at the La Sal mine pending a decision by IBLA on the appeal. Denison was added as an intervener in this action on March 7, 2012. Both BLM and Denison have filed responses and motions to dismiss this action for lack of standing, on the basis that an appealable decision has not been made by BLM. A decision from IBLA is pending at this time.

    On July 28, 2011, the Southern Utah Wilderness Alliance filed a Notice of Appeal with IBLA challenging BLM’s Finding of No Significant Impact (“ FONSI ”) for Denison’s recently acquired Daneros Mine project’s Environmental Assessment, requesting that IBLA set aside the FONSI and remand the Environmental Assessment to the BLM with instructions to prepare an Environmental Impact Statement or to revise the Environmental Assessment. Denison has been added as an intervenor in this action, and believes this challenge is without merit and should be dismissed. Responses were filed by BLM and Denison in early December 2011, and a decision from IBLA is pending at this time.

    Auditors

    The auditors of DMHC are PricewaterhouseCoopers LLP, whose offices are located at PwC Tower, 18 York Street, Suite 2600, Toronto ON M5J 0B2 .

    The auditors of White Canyon are RSM Bird Cameron Partners, whose offices are located at 8 St Georges Terrace Perth WA 6000, GPO Box R1253 Perth WA 6844 .

    INFORMATION ABOUT EFI AFTER GIVING EFFECT TO THE DENISON ARRANGEMENT

    General

    On completion of the Acquisition and the Denison Arrangement, DMHC and White Canyon will be wholly owned subsidiaries of EFI. EFI will continue to be a corporation governed by the laws of Ontario and the EFI Common Shares will continue to trade on the TSX under the symbol “EFR”.

    Head Office

    On completion of the Acquisition, EFI’s registered office will remain at 2 Toronto Street, Suite 500, Toronto, Ontario M5C 2B6.

    Transfer Agent and Auditor

    On completion of the Acquisition, EFI’s transfer agent will continue to be CIBC Mellon Trust Company and the auditor will continue to be KPMG LLP.

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    Directors and Officers

    On completion of the Acquisition and Plan of Arrangement, EFI has agreed to appoint two persons designated by Denison to the EFI Board. The Denison Nominees are Ron F. Hochstein and W. Robert Dengler. EFI intends to increase the size of the EFI Board to ten (10) directors to accommodate the appointment of the Denison Nominees. After giving effect to such changes, the EFI Board would consist of Stephen P. Antony, J. Birks Bovaird, Paul A. Carroll, Mark E. Goodman, Bruce D. Hansen, Larry Goldberg, Sheldon Inwentash, Richard Patricio, Ron F. Hochstein and W. Robert Dengler.

    The following is a summary of the employment history for the preceding five years for each of the Denison Nominees:

    Ron F. Hochstein was appointed President and Chief Executive Officer of Denison in 2009, after having served as its President and Chief Operating Officer since 2006, when IUC and DMI combined to form Denison. Mr. Hochstein served as President and Chief Executive Officer of IUC from 2000 to 2006 after service as Vice-President Corporate Development and Vice-President and Chief Operating Officer. Prior to joining IUC, Mr. Hochstein was a project manager with Simons Mining Group and was with Noranda Minerals as a metallurgical engineer. Mr. Hochstein is a Professional Engineer and holds an M.B.A. from the University of British Columbia and a B.Sc. from the University of Alberta.

    W. Robert Dengler is currently engaged as a Corporate Director of Denison. In 2006, Mr. Dengler retired from his position as Non-Executive Vice-Chairman of Dynatec Corporation. Until January 2005, Mr. Dengler served as President and Chief Executive Officer of Dynatec Corporation, a position which he held for 25 years. Before founding Dynatec, Mr. Dengler was a partner and Vice-President & General Manager of J.S. Redpath Limited. Mr. Dengler has more than 40 years of management experience. Mr. Dengler obtained his B.Sc. from Queen’s University in 1964.

    On completion of the Acquisition and the Denison Arrangement, Stephen P. Antony will continue as President and Chief Executive Officer of EFI, and Jeffrey L. Vigil will continue as Vice President and Chief Financial Officer of EFI. Gary R. Steele, currently Executive Vice President – Corporate Marketing will become Senior Vice President – Corporate Marketing. The current Executive Vice President, U.S. Operations of Denison, Harold R. Roberts, will become the Executive Vice President and Chief Operating Officer of EFI. The current Vice President, Regulatory Affairs and General Counsel of Denison Mines USA Ltd., Mr. David C. Frydenlund, will become the Senior Vice President, Regulatory Affairs and General Counsel of EFI.

    Business of EFI Post-Denison Arrangement

    Upon completion of the Acquisition and the Denison Arrangement, EFI’s primary assets will consist of:

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    Corporate Structure Following the Completion of the Plan of Arrangement

    The following chart shows the inter-corporate relationships among EFI and its material subsidiaries, after completion of the Acquisition and Denison Arrangement:


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    Pro Forma Financial Information

    Attached as Schedule D to this Circular is the unaudited pro forma consolidated financial information for EFI after giving effect to the Acquisition and issuance of the EFI Payment Shares and the acquisition of Titan, and is based on the assumptions described in the respective notes to EFI’s unaudited pro forma condensed consolidated financial statements as at and for the six month period ended March 31, 2012 and for the year ended September 30, 2011. The unaudited Pro Forma Condensed Consolidated Statement of Financial Position has been prepared based on the assumption that, among other things, the Denison Arrangement was completed as of March 31, 2012.

    The unaudited pro forma consolidated financial statements do not purport to project EFI’s consolidated financial position or results of operations for any future period. The unaudited pro forma consolidated financial statements are based on certain assumptions and adjustments. The selected unaudited pro forma consolidated financial information set out below should be read in conjunction with the description of the Acquisition and the Denison Arrangement contained in this Circular, the unaudited pro forma condensed consolidated financial statements attached to this Circular as Schedule D, the financial statements of DMHC attached to this Circular as Schedule E, the financial statements of White Canyon attached to this Circular as Schedule F and the audited consolidated financial statements of EFI available under EFI’s profile on SEDAR at www.sedar.com.

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    Authorized and Issued Share Capital

    The authorized share capital of EFI will remain unchanged as a result of the completion of the Acquisition and Denison Arrangement.

    The following table sets out the approximate share capital of EFI that will be outstanding before and after giving effect to the Acquisition and Denison Arrangement, but before giving effect to the EFI Share Consolidation:

        Percentage of Percentage of
        Number of EFI Non-Diluted Fully-Diluted
        Common Shares Share Capital Share Capital
    EFI Common Shares outstanding pre- Acquisition and Denison Arrangement 214,336,818 (1) 33.2% 31.3%
           
    EFI Payment Shares to be issued to Denison Shareholders 425,441,494 66.1% 62.1%
           
    EFI Common Shares reserved for issuance upon the exercise of options 12,857,800 - 1.9%
           
    EFI Common Shares reserved for issuance upon the exercise of warrants 26,426,881 - 3.9%
           
    EFI Common Shares reserved for issuance upon the exercise of agents’ warrants 1,610,000 - 0.2%
           
    EFI Common Shares to be issued to Dundee Securities as financial advisor 4,000,000 (2) 0.6% 0.6%
           
    Issued and Outstanding Total Post- Acquisition: 643,778,312 (3) 100.0% 100.0%

    Notes:

    (1)

    As of May 16, 2012.

       
    (2)

    As partial payment for the Completion Fee payable for financial advisory services, as described under “Approval of Share Compensation Arrangement”. The actual number of EFI Common Shares issuable will be based on the volume weighted average trading price of the EFI Common Shares for the five trading days immediately preceding the Effective Date. The number shown is based on an assumed weighted average price of $0.25.

       
    (3)

    684,672,993 fully diluted.

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    Pro Forma Consolidated Capitalization

    The following table sets forth the consolidated capitalization of EFI effective March 31, 2012, both before and after giving effect to the Acquisition (all dollar amounts have been rounded to the nearest USD$1,000):

            Prior to giving effect to the   After giving effect to the
            Purchase and Sale   Purchase and Sale Transaction
            Transaction as at   as at
    Designation   Authorized   March 31, 2012   March 31, 2012 (2)
    EFI Common Shares (1) Unlimited USD$92,047
    (213,274,084 shares)
    USD$199,380
    (642,715,578 shares)
                 
    Debt   USD$ -   USD$622   USD$622

    Notes:

    (1)

    As at March 31, 2012, EFI also had options outstanding to purchase an aggregate of 12,957,800 EFI Common Shares all at an average exercise price of Cdn$0.48 per share, agents’ compensation warrants outstanding to purchase 1,610,000 EFI Common Shares at an exercise price of Cdn$0.50 per share, warrants outstanding to purchase 11,500,000 EFI Common Shares at an exercise price of Cdn$0.65 per share, and warrants outstanding to purchase 14,926,881 EFI Common Shares at an average exercise price of Cdn$0.36 per share.

       
    (2)

    Amounts and share numbers are provided without giving effect to the EFI Share Consolidation. It is the intention of EFI, provided that the requisite EFI Shareholder approval is obtained, to consolidate the EFI Common Shares on a 10-for-1 basis subsequent to the Effective Date.

    Principal Holders of Common Shares

    After giving effect to the Acquisition and Denison Arrangement, to the best of the knowledge of the directors and executive officers of EFI, no person will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the then outstanding EFI Common Shares.

    SHARE CONSOLIDATION

    On April 16, 2012, the Corporation announced a proposed share consolidation for the Corporation. EFI Shareholders are being asked to consider, and if deemed appropriate, to approve, the Share Consolidation Resolution authorizing an amendment to the Corporation’s articles to consolidate the issued and outstanding EFI Common Shares on the basis of one (1) EFI Post-Consolidation Common Share for every ten (10) (pre-consolidation) EFI Common Shares (the “ Consolidation Ratio ”). No fractional shares will be issued under the Share Consolidation.

    The Share Consolidation is subject to regulatory approval, including approval of the TSX. As a condition to the approval of a consolidation of shares listed for trading on the TSX, the TSX requires, among other things, that the Corporation must meet, post-consolidation, the continued listing requirements contained in Part VII of the TSX Company Manual. Specifically, the Corporation’s securities may be delisted if: (a) the market value of listed issued securities that is less than $3,000,000 over any period of 30 consecutive trading days; or (b) the market value of the Corporation’s listed issuer’s freely-tradable, publicly held securities is less than $2,000,000 over any period of 30 consecutive trading days; or (c) the number of freely-tradable, publicly held securities is less than 500,000; or (d) the number of public security holders, each holding a board lot or more, is less than 150.

    If the Share Consolidation Resolution is approved, the EFI Board will determine when and if the Articles of Amendment giving effect to the Share Consolidation would be filed. The Share Consolidation will not be implemented prior to the Effective Date of the Acquisition and the Denison Arrangement. No further action on the part of Shareholders would be required in order for the EFI Board to implement the Share Consolidation following the Effective Date of the Denison Arrangement.

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    Notwithstanding approval of the proposed Share Consolidation by EFI Shareholders, the EFI Board, in its sole discretion, may delay implementation of the Share Consolidation or revoke the Share Consolidation Resolution and abandon the Share Consolidation without further approval or action by or prior notice to EFI Shareholders.

    If the EFI Board does not implement the Share Consolidation prior to the next annual meeting of EFI Shareholders, the authority granted by the special resolution to implement the Share Consolidation on these terms would lapse and be of no further force or effect.

    Reasons For the Share Consolidation

    The EFI Board believes that it is in the best interests of the Corporation to reduce the number of outstanding EFI Common Shares by way of the Share Consolidation.

    The potential benefits of the Share Consolidation to EFI Shareholders include:

    Greater Investor Interest

    A higher EFI Post-Consolidation Common Share price could help generate interest in the Corporation among investors, as a higher anticipated EFI Post-Consolidation Common Share price may meet investing guidelines for certain institutional investors and investment funds that may be prevented under their investing guidelines from investing in the EFI Common Shares at current price levels. In addition, a higher EFI Post-Consolidation Common Share could result in changes in the price levels of the EFI Common Shares making them less volatile on a percentage basis.

    Reduction of Shareholder Transaction Costs

    Investors may benefit from relatively lower trading costs associated with a higher EFI Post-Consolidation Common Share prices. It is likely that many investors pay commissions based on the number of EFI Post-Consolidation Common Shares traded when they buy or sell EFI Post-Consolidation Common Shares. If the EFI Post-Consolidation Common Share price was higher, investors may pay lower commissions to trade a fixed dollar amount than they would if the EFI Post-Consolidation Common Share price is lower.

    Improved Trading Liquidity

    The combination of potentially lower transaction costs and increased interest from investors may ultimately improve the trading liquidity of the EFI Post-Consolidation Common Shares.

    Share Certificates

    No delivery of a certificate evidencing a EFI Post-Consolidation Common Share will be made to an EFI Shareholder until the EFI Shareholder has surrendered the issued certificates representing its pre-consolidation EFI Common Shares. Until surrendered, each certificate formerly representing pre-consolidation EFI Common Shares shall be deemed for all purposes to represent the number of EFI Post-Consolidation Common Shares to which the holder is entitled as a result of the Share Consolidation.

    Non-registered EFI Shareholders, holding their EFI Common Shares through a bank, broker, intermediary or other nominee should note that such banks, brokers, intermediaries or other nominees may have various procedures for processing the Share Consolidation. If an EFI Shareholder holds EFI Common Shares with such a bank, broker, intermediary or other nominee and has any questions in this regard, the EFI Shareholder is encouraged to contact its nominee.

    Risks Factors Associated with the Share Consolidation

    Decline in Market Capitalization

    There are numerous factors and contingencies that could affect the pre-consolidation EFI Common Share and EFI Post-Consolidation Common Share prices, including the status of the Corporation’s reported financial results in future periods, and general economic, geopolitical, stock market and industry conditions. Accordingly, the market price of the EFI Post-Consolidation Common Shares may not be sustainable at the direct arithmetic result of the Share Consolidation, and may be lower. If the market price of the EFI Post-Consolidation Common Shares is lower than it was before the Share Consolidation on an arithmetic equivalent basis, the Corporation’s total market capitalization (the aggregate value of all EFI Post-Consolidation Common Shares at the then market price) after the Share Consolidation may be lower than before the Share Consolidation.

    80


    Potential for Adverse Affect on the Liquidity of the EFI Common Shares

    If the Share Consolidation is implemented and the market price of the Post-Consolidation Common Shares declines, the percentage decline may be greater than would occur in the absence of the Share Consolidation. The market price of the EFI Post-Consolidation Common Shares will, however, also be based on the Corporation’s performance and other factors, which are unrelated to the number of EFI Post-Consolidation Common Shares outstanding. Furthermore, the liquidity of the EFI Post-Consolidation Common Shares could be adversely affected by the reduced number of EFI Post-Consolidation Common Shares that would be outstanding after the Share Consolidation.

    No Fractional Shares to be Issued

    No fractional EFI Post-Consolidation Common Shares will be issued in connection with the Share Consolidation and, in the event that an EFI Shareholder would otherwise be entitled to receive a fractional EFI Post-Consolidation Common Shares upon the Share Consolidation, such fraction will be rounded down to the nearest whole number.

    The Share Consolidation may result in some EFI Shareholders owning “odd lots” of less than 100 EFI Post-Consolidation Common Shares on a post-consolidation basis. “Odd lots” may be more difficult to sell, or require greater transaction costs per EFI Post-Consolidation Common Share to sell, than EFI Post-Consolidation Common Shares held in “board lots” of even multiples of 100 EFI Post-Consolidation Common Shares.

    Effects of the Share Consolidation on the EFI Common Shares

    The Consolidation Ratio will be the same for all such EFI Common Shares. Except for any variances attributable to rounding down fractional shares, the change in the number of issued and outstanding EFI Post-Consolidation Common Shares that will result from the Share Consolidation will cause no change in the capital attributable to the EFI Post-Consolidation Common Shares and will not materially affect any EFI Shareholder’s percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of EFI Post-Consolidation Common Shares.

    In addition, the Share Consolidation will not materially affect any EFI Shareholder’s proportionate voting rights. Each EFI Post-Consolidation Common Share outstanding after the Share Consolidation will have the same rights and privileges as the pre-consolidation EFI Common Shares.

    The principal effects of the Share Consolidation will be that the number of EFI Post-Consolidation Common Shares issued and outstanding will be reduced from 214,336,818 pre-consolidation EFI Common Shares as of May 16, 2012 to approximately 21,433,6,81 EFI Post-Consolidation Common Shares, pursuant to the Consolidation Ratio. The implementation of the Share Consolidation would not affect the total shareholders’ equity of the Corporation or any components of shareholders’ equity as reflected on the Corporation’s financial statements except: (i) to change the number of issued and outstanding EFI Post-Consolidation Common Shares; and (ii) to change the stated capital of the EFI Post-Consolidation Common Shares to reflect the Share Consolidation.

    Procedure for Implementing the Share Consolidation .

    The Share Consolidation will not be implemented prior to the Effective Date of the Denison Arrangement. If the Share Consolidation Resolution is approved by EFI Shareholders and the EFI Board decides to implement the Share Consolidation following the Effective Date, the Corporation will file Articles of Amendment with the Director under the OBCA in the form prescribed by the OBCA to amend the Corporation’s Articles. The Share Consolidation will become effective as specified in the articles of amendment and the certificate of amendment issued by the Director under the OBCA.

    81


    No Dissent Rights

    Under the OBCA, EFI Shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

    U.S. Federal Income Tax Considerations

    An EFI Shareholder taxable in the U.S. generally will not recognize gain or loss on the Share Consolidation. In general, the aggregate tax basis of the EFI Post-Consolidation Common Shares received will be equal to the aggregate tax basis of the EFI Common Shares exchanged therefor, and the holding period of the EFI Post-Consolidation Common Shares received will include the holding period of the EFI Common Shares exchanged.

    SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

    CIRCULAR 230 WARNING: NOTHING HEREIN MAY BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCE FROM AN INDEPENDENT TAX ADVISOR.

    Share Consolidation Resolution

    The text of the Share Consolidation Resolution which will be submitted to EFI Shareholders at the Meeting is set forth in Schedule G attached to this Circular. To be effective the Share Consolidation must be approved by not less than two-thirds (66 2 / 3 %) of the votes cast by holders of EFI Common Shares present in person or represented by proxy and entitled to vote at the Meeting. For the reasons indicated above, the EFI Board and management of the Corporation believe that the proposed Share Consolidation is in the best interests of the Corporation and, accordingly, recommend that Shareholders vote FOR the special resolution approving the Share Consolidation. Unless otherwise directed, the persons named in the enclosed instrument of proxy intend to vote in favour of the above resolutions.

    AUDIT COMMITTEE DISCLOSURE

    EFI is required to have an audit committee. The following directors, all of whom are independent directors, are currently members of EFI’s Audit Committee: Paul A. Carroll, Bruce D. Hansen, Mark E. Goodman, and Larry Goldberg. Bruce D. Hansen is the Chairman of the Audit Committee.

    Additional information regarding EFI’s Audit Committee, its members and charter, as well as information concerning auditor compensation, is set out in EFI’s AIF which may be found on SEDAR at www.sedar.com.

    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    Except as disclosed herein, no insider of EFI or proposed nominee for election as director has any material interest in any transactions involving EFI since the commencement of the last financial year or in any proposed transaction which has materially affected or would affect EFI.

    82


    INTERESTS OF EXPERTS

    Qualified Persons

    The Denison Technical Reports were prepared by the following qualified persons: Douglas H. Underhill, Ph.D., C.P.G.; William Roscoe, Ph.D., P.Eng.; Thomas C. Pool, P.E.; Christopher Moreton, Ph.D., P.Geo.; and David A. Ross, M. Sc, P.Geo. As at the date hereof, to the knowledge of management of EFI, each of the aforementioned individuals and the directors, officers and employees in the aggregate, as applicable, of Scott Wilson RPA, beneficially own, directly or indirectly, less than 1% of the EFI Common Shares.

    Auditors

    The audited annual financial statements of EFI which are incorporated by reference in this Circular were audited by KPMG LLP. In connection with their audit of the annual financial statements, KPMG LLP reported to EFI’s Audit Committee that they are independent of EFI in accordance with the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

    The annual financial statements of DMHC which are attached as Schedule E to this Circular were audited by Pricewaterhouse Coopers LLP. Pricewaterhouse Coopers LLP is independent of DMHC in accordance with the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

    The financial statements of White Canyon which are attached as Schedule F to this Circular were prepared by RSM Bird Cameron Partners, Chartered Accountants . RSM Bird Cameron Partners have confirmed that they are independent with respect to White Canyon within the meaning of the auditor independence requirements defined in the Australian Corporations Act 2001 and the Australian Auditing Standard – ASA 102 Compliance with Ethical Requirements when Performing Audits, Reviews and Other Assurance Engagements.

    Financial Advisors

    The Fairness Opinion, which is attached hereto as Schedule C, has been prepared by Dundee Securities. As of May 16, 2012, investment funds managed by Dundee Securities and sub-advised by Dundee Corporation owned or controlled less than 1% of the outstanding EFI Common Shares. As at the date hereof, Dundee Resources Limited, a wholly-owned subsidiary of Dundee Securities’ significant shareholder, owns approximately 10.7% of the EFI Common Shares.

    Except as set out herein, to the knowledge of management of EFI and Denison as at the date hereof, none of the experts, or designated professionals of the experts named above have any registered or beneficial interest, direct or indirect, in any securities or other property of EFI or Denison or their respective associates or affiliates when the experts prepared their respective reports.

    ADDITIONAL INFORMATION

    Additional information relating to EFI may be found under EFI’s profile on SEDAR at www.sedar.com. Financial information is provided in EFI’s comparative financial statements and MD&A for its most recently completed financial year which are available on SEDAR or can be received upon written request to EFI.

    EXEMPTIONS

    As the completion of the Acquisition will constitute a significant acquisition (as defined by NI 51-102), pursuant to applicable Canadian Securities Laws, the Circular must include all of the disclosure prescribed by Section 14.2 of Form 51-102F5 – Information Circular of NI 51-102 (including certain financial statements, as set forth in Part 8 of NI 51-102). In connection with such requirements, EFI and Denison have made an application to the applicable securities regulatory authorities for and received exemptive relief from: (a) certain requirements in respect of permitted auditing standards in section 4.12 of National Instrument 52-107 – Acceptable Accounting Principals and Auditing Standards (“ NI 52-107 ”) with respect to “acquisition statements” (as defined in NI 52-107) that are required to be included in this Circular; (b) the requirement in section 4.11(4) of NI 52-107 to reconcile acquisition statements to the issuer’s generally accepted accounting principles; (c) the requirement in section 4.14(1) of NI 52-107 that pro forma financial statements must be prepared in accordance with the issuer’s generally accepted accounting principles; and (d) the requirement in section 8.4(3) of NI 51-102 to provide interim financial statements for each related business for the most recently completed interim period. Pursuant to the exemptive relief received: (a) the annual financial statements of White Canyon, attached hereto at Schedule E, have been prepared in accordance with IFRS and audited in accordance with Australian Auditing Standards and are accompanied by an auditor’s report from the auditor of White Canyon that describes the material differences in the form and content of the auditor’s report as compared to an auditor’s report prepared in accordance with Canadian generally accepted auditing standards (“ GAAS ”) and indicates that an auditor’s report prepared in accordance with Canadian GAAS would not contain a reservation; (b) the pro forma financial statements respecting EFI attached hereto as Schedule C have been prepared in accordance with IFRS (as opposed to Canadian GAAP) and identify accounting policy differences between Canadian GAAP and IFRS that would potentially have a material impact and which could be reasonably estimated in the notes to such pro forma statements; and (c) no interim financial statements for White Canyon on a stand-alone basis for any period after June 30, 2011 have been provided; rather, for the period from July 1, 2011 to December 31, 2011 the results of White Canyon (including its subsidiary UEC) have been consolidated in the DMHC annual consolidated financial statements for the year ended December 31, 2011 and for the period from January 1, 2012 to March 31, 2012 the results of White Canyon (including its subsidiary UEC) have been consolidated in the DMHC interim consolidated financial statements for the three months ended March 31, 2012.

    83


    DIRECTORS’ APPROVAL

    The board of directors of EFI has approved the contents and the sending of this Circular.

    DATED at Toronto, Ontario this 28 th day of May, 2012.

    BY ORDER OF THE BOARD

    (signed) “ Stephen P. Antony”
    Stephen P. Antony, President
    and Chief Executive Officer

    84


    CONSENT OF EXPERTS

    Consent of Dundee Securities Ltd.

    We refer to the written fairness opinion dated as of April 13, 2012 (the “ Fairness Opinion ”), which we prepared for the Board of Directors of Energy Fuels Inc. (‘‘ EFI’’ ) in connection with the acquisition by EFI of all of the mining assets and operations of Denison Mines Corp. located in the United States.

    We consent to the inclusion of the Fairness Opinion, a summary of the Fairness Opinion and our firm name in the management information circular of EFI dated May 28, 2012 (the “ Circular ”).

    Toronto, Ontario
    May 28, 2012

    DUNDEE SECURITIES LTD.

    By:: (signed) “Lindsay Adam Weiss”
            Lindsay Adam Weiss
            Managing Director, Investment Banking

    85


    AUDITORS’ CONSENT

    To the Board of Directors of Energy Fuels Inc.

    We have read the Notice of the Special Meeting of Shareholders and Management Information Circular dated May 28, 2012 (the ‘Management Information Circular’) in respect of the transaction involving the acquisition by Energy Fuels Inc. (the “Company”) of all of the outstanding shares of Denison Mines Holdings Corp. and White Canyon Uranium Limited. We have complied with Canadian generally accepted standards for an auditor's involvement with offering documents.

    We consent to the incorporation by reference in the above-mentioned Management Information Circular of our report to the shareholders of the Company, on the consolidated financial statements of the Company, which comprise the consolidated balance sheets as at September 30, 2011 and 2010, the consolidated statements of comprehensive loss, shareholders’ equity and cash flows for each of the years in the two-year period ended September 30, 2011, and notes, comprising a summary of significant accounting policies and other explanatory information. Our report is dated December 21, 2011.

    (signed) “KPMG LLP”

    Chartered Accountants, Licensed Public Accountants
    May 28, 2012
    Toronto, Canada

    86



    May 28, 2012

    Independent Auditor’s Consent

    We have read the information circular of Energy Fuels Inc. dated May 28, 2012. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

    We consent to the inclusion in the above-mentioned information circular of our report to the Directors of Denison Mines Holdings Corp. (DMHC) on the consolidated statements of financial position of DMHC as at December 31, 2011, December 31, 2010 and January 1, 2010, the consolidated statements of income (loss) and comprehensive income (loss), consolidated statements of changes in equity and consolidated statements of cash flows for the years ended December 31, 2011 and December 31, 2010. Our report is dated May 22, 2012.

    (Signed) “PricewaterhouseCoopers LLP”

    Chartered Accountants, Licensed Public Accountants

    PricewaterhouseCoopers LLP, Chartered Accountants
    PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2
    T: +1 416 863 1133, F: +1 416 365 8215, www.pwc.com/ca

    “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

    87



    RSM Bird Cameron Partners
    8 St Georges Terrace Perth WA 6000
    GPO Box R1253 Perth WA 6844
    T +61 8 9261 9100 F +61 8 9261 9101
    www.rsmi.com.au

    Consent of RSM Bird Cameron Partners

    We have read the information circular of Energy Fuels Inc. (the " Corporation ") dated May 28, 2012 with respect to the acquisition of the shares of Denison Mines Corp.’s subsidiaries holding all of Denison’s mining assets and operations located in the United States (the " Information Circular "). We have complied with Australian generally accepted standards for an auditor's involvement with offering documents.

    We consent to the inclusion in the above mentioned Information Circular of the consolidated statement of financial position of White Canyon as at June 30, 2011 and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended June 30, 2011, notes comprising a summary of significant accounting policies and other explanatory notes. Our report is dated May 21, 2012.

    We consent to the inclusion in the above mentioned Information Circular of our report describing the material differences in the form and content of the auditor's report prepared in accordance with Australian Auditing Standards and International Standards on Auditing as compared to an auditor's report prepared in accordance with Canadian generally accepted auditing standards and indicating that that an auditor's report prepared in accordance with Canadian generally accepted auditing standards would not contain a reservation.


    TUTU PHONG
    Partner

    RSM Bird Cameron Partners
    Chartered Accountants
     
    Dated at Perth, Australia on May 28, 2012

    88


     
    Roscoe Postle Associates Inc.
    Suite 501, 55 University Avenue, Toronto, ON M5J 2H7
    T (416) 947-0907 F (416) 947-0395
    www.rpacan.com

    CONSENT OF EXPERT

    Energy Fuels Inc.
    Ontario Securities Commission
    British Columbia Securities Commission
    Alberta Securities Commission
    Saskatchewan Financial Services Commission
    The Manitoba Securities Commission
    Toronto Stock Exchange

    Dear Sirs/Mesdames:

    Re: Energy Fuels Inc. (the “ Company ”)
      Management Information Circular dated May 28, 2012 (the “ Circular ”)

    The undersigned hereby consents to being named in the Circular and to the use of and inclusion of reference in the Circular by the Company to the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” prepared for Denison Mines Corp. dated June 24, 2009 (the “ Technical Report ”). I also consent to any extracts from or summary of the Technical Report in the Circular or included by reference in the Circular of the Company.

    I, Christopher Moreton, hereby confirm that I have read the Circular and have no reason to believe that there are any misrepresentations in the information contained in the Circular that are: (a) derived from the Technical Report; or (b) within my knowledge as a result of the services I performed in connection with the Technical Report.

    Dated this 28th day of May, 2012.

    (Signed) “ Christopher Moreton

    Christopher Moreton, Ph.D., P.Geo.
    Roscoe Postle Associates Inc. (formerly Scott Wilson Roscoe Postle Associates Inc.)

    89




    Roscoe Postle Associates Inc.
    Suite 501, 55 University Avenue, Toronto, ON M5J 2H7
    T (416) 947-0907 F (416) 947-0395
    www.rpacan.com

    CONSENT OF EXPERT

    Energy Fuels Inc.
    Ontario Securities Commission
    British Columbia Securities Commission
    Alberta Securities Commission
    Saskatchewan Financial Services Commission
    The Manitoba Securities Commission
    Toronto Stock Exchange

    Dear Sirs/Mesdames:

    Re: Energy Fuels Inc. (the “ Company ”)
      Management Information Circular dated May 28, 2012 (the “ Circular ”)

    The undersigned hereby consents to being named in the Circular and to the use of and inclusion of reference in the Circular by the Company to the technical reports entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.” prepared for Denison Mines Corp. dated February 26, 2007 and “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” prepared for Denison Mines Corp. dated June 24, 2009 (the “ Technical Reports ”). I also consent to any extracts from or summary of the Technical Reports in the Circular or included by reference in the Circular of the Company.

    I, David A. Ross, hereby confirm that I have read the Circular and have no reason to believe that there are any misrepresentations in the information contained in the Circular that are: (a) derived from the Technical Reports; or (b) within my knowledge as a result of the services I performed in connection with the Technical Reports.

    Dated this 28th day of May, 2012.

    (Signed) “ David A. Ross

    David A. Ross, M.Sc., P.Geo.
    Roscoe Postle Associates Inc. (formerly Scott Wilson Roscoe Postle Associates Inc.)

    90



    Roscoe Postle Associates Inc.
    Suite 501, 55 University Avenue, Toronto, ON M5J 2H7
    T (416) 947-0907 F (416) 947-0395
    www.rpacan.com

    CONSENT OF EXPERT

    Energy Fuels Inc.
    Ontario Securities Commission
    British Columbia Securities Commission
    Alberta Securities Commission
    Saskatchewan Financial Services Commission
    The Manitoba Securities Commission
    Toronto Stock Exchange

    Dear Sirs/Mesdames:

    Re: Energy Fuels Inc. (the “ Company ”)
      Management Information Circular dated May 28, 2012 (the “ Circular ”)

    The undersigned hereby consents to being named in the Circular and to the use of and inclusion of reference in the Circular by the Company to the technical report entitled “Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, Utah, U.S.A.” prepared for Denison Mines Corp. dated March 19, 2009 (the “ Technical Report ”). I also consent to any extracts from or summary of the Technical Report in the Circular or included by reference in the Circular of the Company.

    I, Douglas H. Underhill, hereby confirm that I have read the Circular and have no reason to believe that there are any misrepresentations in the information contained in the Circular that are: (a) derived from the Technical Report; or (b) within my knowledge as a result of the services I performed in connection with the Technical Report.

    Dated this 28th day of May, 2012.

    (Signed) “ Douglas H. Underhill

    Douglas H. Underhill, Ph.D., C.P.G.
    Roscoe Postle Associates Inc. (formerly Scott Wilson Roscoe Postle Associates Inc.)

    91



    Roscoe Postle Associates Inc.
    Suite 501, 55 University Avenue, Toronto, ON M5J 2H7
    T (416) 947-0907 F (416) 947-0395
    www.rpacan.com

    CONSENT OF EXPERT

    Energy Fuels Inc.
    Ontario Securities Commission
    British Columbia Securities Commission
    Alberta Securities Commission
    Saskatchewan Financial Services Commission
    The Manitoba Securities Commission
    Toronto Stock Exchange

    Dear Sirs/Mesdames:

    Re: Energy Fuels Inc. (the “ Company ”)
      Management Information Circular dated May 28, 2012 (the “ Circular ”)

    The undersigned hereby consents to being named in the Circular and to the use of and inclusion of reference in the Circular by the Company to the technical reports entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.” prepared for Denison Mines Corp. dated February 26, 2007 and “Technical Report on the Henry Mountains Complex Uranium Project, Utah, U.S.A.” prepared for International Uranium Corporation dated September 9, 2006 (the “ Technical Reports ”). I also consent to any extracts from or summary of the Technical Reports in the Circular or included by reference in the Circular of the Company.

    I, Thomas C. Pool, hereby confirm that I have read the Circular and have no reason to believe that there are any misrepresentations in the information contained in the Circular that are: (a) derived from the Technical Reports; or (b) within my knowledge as a result of the services I performed in connection with the Technical Reports.

    Dated this 28th day of May, 2012.

    (Signed) “ Thomas C. Pool

    Thomas C. Pool, P.E.
    Roscoe Postle Associates Inc. (formerly Scott Wilson Roscoe Postle Associates Inc.)

    92



    Roscoe Postle Associates Inc.
    Suite 501, 55 University Avenue, Toronto, ON M5J 2H7
    T (416) 947-0907 F (416) 947-0395
    www.rpacan.com

    CONSENT OF EXPERT

    Energy Fuels Inc.
    Ontario Securities Commission
    British Columbia Securities Commission
    Alberta Securities Commission
    Saskatchewan Financial Services Commission
    The Manitoba Securities Commission
    Toronto Stock Exchange

    Dear Sirs/Mesdames:

    Re: Energy Fuels Inc. (the “ Company ”)
      Management Information Circular dated May 28, 2012 (the “ Circular ”)

    The undersigned hereby consents to being named in the Circular and to the use of and inclusion of reference in the Circular by the Company to the technical report entitled “Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, Utah, U.S.A.” prepared for Denison Mines Corp. dated March 19, 2009 (the “ Technical Report ”). I also consent to any extracts from or summary of the Technical Report in the Circular or included by reference in the Circular of the Company.

    I, William E. Roscoe, hereby confirm that I have read the Circular and have no reason to believe that there are any misrepresentations in the information contained in the Circular that are: (a) derived from the Technical Report; or (b) within my knowledge as a result of the services I performed in connection with the Technical Report.

    Dated this 28th day of May, 2012.

    (Signed) “ William E. Roscoe

    William E. Roscoe, Ph.D., P.Eng.
    Roscoe Postle Associates Inc. (formerly Scott Wilson Roscoe Postle Associates Inc.)

    93


    SCHEDULE A - ACQUISITION RESOLUTION

    RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC.
    (the “Corporation”)

    WHEREAS the Corporation has entered into an arrangement agreement dated May 23, 2012 (the “ Arrangement Agreement ”) with Denison Mines Corp. (“ Denison ”) to complete a transaction whereby the Corporation would acquire from Denison (the “ Acquisition ”) (i) all of the issued and outstanding shares of Denison Mines Holding Corp. (“ DMHC ”) held by Denison, (ii) all of the issued and outstanding shares of White Canyon Uranium Limited (“ White Canyon ”), and (iii) all indebtedness of DMHC, White Canyon and their direct and indirect subsidiaries (collectively, the (“ Denison US Group ”) owing to Denison and any affiliates of Denison (other than members of the Denison US Group), in exchange for 425,441,494 common shares of the Corporation (“ EFI Payment Shares ”) to be issued to the shareholders of Denison, as more fully described in the management information circular of the Corporation dated May 28, 2012 (the “ Circular ”);

    AND WHEREAS in accordance with Section 611(c) of the Toronto Stock Exchange Company Manual, the Corporation wishes to obtain the requisite shareholder approval for the issuance of the EFI Payment Shares in connection with the completion of the Acquisition contemplated in the Arrangement Agreement;

    NOW THEREFORE BE IT RESOLVED THAT:

    1.

    The issuance of the EFI Payment Shares pursuant to the terms of the Arrangement Agreement as described in the Circular is hereby approved.

       
    2.

    The Arrangement Agreement and all of the transactions contemplated therein, including but not limited to, the issuance of a maximum of 425,441,494 common shares of EFI to be issued and made issuable pursuant to the Arrangement, as described in the Circular, and the actions of the directors of the Corporation in approving the Arrangement Agreement and the actions of the officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified, confirmed and approved.

       
    3.

    Any director or officer of the Corporation is hereby authorized and directed to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing.

       
    4.

    The board of directors of the Corporation be and it is authorized to delay, abandon all or any part of this resolution at any time prior to giving effect thereto.

    A-1


    SCHEDULE B – ARRANGEMENT AGREEMENT

    ARRANGEMENT AGREEMENT

    between

    ENERGY FUELS INC.

    - and -

    DENISON MINES CORP.

    May 23, 2012

    B - 1


    TABLE OF CONTENTS

        Page No.
    ARTICLE 1 - DEFINITIONS, INTERPRETATION AND SCHEDULES 1
       1.1 Definitions 1
       1.2 Interpretation Not Affected by Headings 12
       1.3 Number, Gender and Persons 12
       1.4 Date for any Action 12
       1.5 Statutory References 12
       1.6 Currency 12
       1.7 Invalidity of Provisions 12
       1.8 Accounting Matters 13
       1.9 Knowledge 13
       1.10 Meaning of Ordinary Course of Business 13
       1.11 Schedules 13
    ARTICLE 2 - THE TRANSACTION 13
       2.1 Plan of Arrangement; Purchase and Sale of Purchased Shares 13
       2.2 Interim Order 14
       2.3 Final Order 15
       2.4 Proxy Circulars 15
       2.5 Effecting the Arrangement 16
       2.6 Closing 16
       2.7 U.S. Securities Law Matters 16
       2.8 Consultation 17
       2.9 Effective Date 17
    ARTICLE 3 - REPRESENTATIONS AND WARRANTIES 17
       3.1 Representations and Warranties of EFI 17
       3.2 Representations and Warranties of Denison 30
       3.3 Additional Disclosures 44
       3.4 Survival of Representations and Warranties 44
    ARTICLE 4 - COVENANTS 44
       4.1 Covenants of EFI 44
       4.2 Covenants of Denison 50
    ARTICLE 5 - CONDITIONS 56
       5.1 Mutual Conditions 56
       5.2 Conditions of EFI 58
       5.3 Conditions of Denison 60
       5.4 Notice and Cure Provisions 61
       5.5 Merger of Conditions 62
    ARTICLE 6 - SUPERIOR PROPOSALS AND TERMINATION 62
       6.1 Covenants Regarding Superior Proposals 62
       6.2 Termination 64
       6.3 Termination Payment 65
       6.4 Reimbursement of Expenses 66
    ARTICLE 7 - AMENDMENT 66

    - i -

    B - 2



       7.1 Amendment 66
       7.2 Mutual Understanding Regarding Amendments 67
    ARTICLE 8 - GENERAL 67
       8.1 Denison Indemnity 67
       8.2 EFI Indemnity 68
       8.3 Notices 69
       8.4 Remedies 70
       8.5 Expenses 70
       8.6 Time of the Essence 71
       8.7 Entire Agreement 71
       8.8 Further Assurances 71
       8.9 Governing Law 71
       8.10 Execution in Counterparts 71
       8.11 Waiver 71
       8.12 No Personal Liability 71
       8.13 Enurement and Assignment 72
       8.14 United States Tax Considerations 72

    Schedule A - Plan of Arrangement under Section 182 of the Business Corporations Act (Ontario)

    - ii -

    B - 3


    ARRANGEMENT AGREEMENT

    THIS AGREEMENT is made as of May 23, 2012

    BETWEEN:

    ENERGY FUELS INC., a corporation existing under the Business Corporations Act (Ontario)

    (“ EFI )

    - and -

    DENISON MINES CORP. , a corporation existing under the Business Corporations Act (Ontario)

    (“ Denison )

    WHEREAS:

    A.

    The respective boards of directors of EFI and Denison have approved the transactions contemplated hereby, providing for, among other things, (A) the acquisition by EFI of the Purchased Shares and the Acquired Debt (as such terms are hereinafter defined) in consideration for the issuance of the EFI Note (as hereinafter defined); (B) the distribution of interests in the EFI Note to Denison Shareholders on a pro rata basis as part of a reorganization of the capital of Denison; and (C) the repayment of the EFI Note by way of the issuance of the EFI Payment Shares;

       
    B.

    The Parties intend to carry out the proposed transaction by way of a Plan of Arrangement under the provisions of Section 182 of the Business Corporations Act (Ontario);

       
    C.

    The board of directors of Denison has determined that the Plan of Arrangement is in the best interests of Denison, is fair to the Denison Shareholders and has recommended that the Denison Shareholders vote in favour of the Arrangement; and

       
    D.

    The board of directors of EFI has determined that the Purchase and Sale Transaction is in the best interests of EFI and has recommended that the EFI Shareholders vote in favour of the issuance of the EFI Payment Shares in satisfaction of the principal amount of the EFI Note.

    NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), THE PARTIES AGREE AS FOLLOWS:

    ARTICLE 1 - DEFINITIONS, INTERPRETATION AND SCHEDULES

    1.1

    Definitions

    In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

    B - 4


    - 2 -

      (a)

    1933 Act ” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

         
      (b)

    1934 Act ” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

         
      (c)

    1940 Act ” means the Investment Company Act of 1940, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

         
      (d)

    Acquired Debt ” means all indebtedness of the Denison US Group owing to Denison and the Subsidiaries of Denison other than the Denison US Group as of the Effective Time, as more particularly described in the Denison Disclosure Memorandum;

         
      (e)

    Acquisition Proposal ” means any inquiry or the making of any proposal or offer, or public announcement of an intention to make a proposal or offer, to the Receiving Party or its securityholders from any Person or group of Persons “acting jointly or in concert” (within the meaning of Section 91(1) of the Securities Act (Ontario)) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):


      (i)

    in the case of Denison, the acquisition of all or a substantial part of the US Mining Division; or

         
      (ii)

    in the case of EFI, a significant business combination of EFI’s business with another business or other transaction which would be inconsistent with the Arrangement;


      (f)

    Additional Director Nominees ” means two individuals designated by Denison, and approved by EFI, acting reasonably, prior to the Effective Date;

         
      (g)

    Affiliate ” means an “affiliate” within the meaning of Part XX of the Securities Act (Ontario);

         
      (h)

    Agreement ” means this Arrangement Agreement, together with the schedules attached hereto, as amended, amended and restated or supplemented from time to time;

         
      (i)

    Arrangement ” means the arrangement under the provisions of Section 182 of the OBCA on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment, variation or supplement thereto (i) made in accordance with Section 6.1 of the Plan of Arrangement or (ii) made at the direction of the Court in the Final Order and with the consent of EFI and Denison, each acting reasonably, or (iii) otherwise made in accordance with Section 7.1;

         
      (j)

    Business Day ” means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Toronto, Ontario are open for the conduct of business;

         
      (k)

    Canadian GAAP ” means generally accepted accounting principles in effect from time to time in Canada, being those accounting principles set forth by the Institute of Chartered Accountants in Canada;

    B - 5


    - 3 -

      (l)

    “Claim ” shall have the meaning ascribed to that term in Section 8.1(a) of this Agreement;

         
      (m)

    Code ” means the United States Internal Revenue Code of 1986, as amended;

         
      (n)

    Completion Deadline ” means August 15, 2012, being the latest date by which the Arrangement is to be completed;

         
      (o)

    Confidentiality Agreement ” means the confidentiality agreement dated as of March 12, 2012 between EFI and Denison;

         
      (p)

    Court ” in the context of Article 2 means the Ontario Superior Court of Justice;

         
      (q)

    “Denison Common Shares” means common shares in the capital of Denison as constituted on the date hereof;

         
      (r)

    Denison Disclosure Memorandum ” means the memorandum dated the date hereof delivered by Denison to EFI, as amended or supplemented from time to time in accordance with Section 3.3, with respect to certain matters in this Agreement;

         
      (s)

    Denison Material Agreements ” shall have the meaning ascribed to that term in Section 3.2(p) of this Agreement;

         
      (t)

    Denison Material Entity ” means each of DMHC, White Canyon, Denison Mines (USA) Corp., Denison White Mesa LLC, Denison Henry Mountains LLC, Denison Colorado Plateau LLC, Denison Arizona Strip LLC and Utah Energy Corporation;

         
      (u)

    Denison Material Properties ” shall have the meaning ascribed to that term in Section 3.2(w) of this Agreement;

         
      (v)

    Denison Meeting ” shall have the meaning ascribed to that term in Section 4.2(c) of this Agreement;

         
      (w)

    Denison New Common Shares ” means the shares of a new class of voting common shares in the capital of Denison which Denison will create and issue under the Plan of Arrangement;

         
      (x)

    Denison Offtake Agreement ” shall have the meaning ascribed to that term in subsection 5.1(a)(ii) of this Agreement;

         
      (y)

    Denison Proxy Circular ” shall have the meaning ascribed to that term in Section 4.2(d) of this Agreement;

         
      (z)

    Denison Public Disclosure Documents ” shall have the meaning ascribed to that term in Section 3.2(ee) of this Agreement;

         
      (aa)

    Denison Resolution ” shall have the meaning ascribed to that term in Section 4.2(c) of this Agreement;

         
      (bb)

    Denison Secured Credit Facility ” means Denison’s revolving secured term credit facility with The Bank of Nova Scotia pursuant to an amended and restated credit agreement dated as of June 30, 2011 as described in the Denison Disclosure Memorandum;

    B - 6


    - 4 -

      (cc)

    Denison Shareholder Approval ” shall have the meaning ascribed to that term in subsection 2.2(a)(ii) of this Agreement;

         
      (dd)

    Denison Shareholders ” means, at any time, the holders of Denison Common Shares;

         
      (ee)

    Denison Support Agreements ” means the support agreements entered into between EFI and each of Zebra Holdings and Investments SARL, Lorito Holdings SARL, and each of the directors and officers of Denison who are Denison Shareholders as of the date of this Agreement;

         
      (ff)

    Denison US Group ” means collectively, DMHC, White Canyon and each of the direct and indirect Subsidiaries of DMHC;

         
      (gg)

    Depositary ” means such trust company, bank or financial institution that may be agreed to by the Parties;

         
      (hh)

    Dissent Rights ” means the rights of dissent in respect of the Arrangement, as described in the Plan of Arrangement;

         
      (ii)

    DMHC ” means Denison Mines Holdings Corp., a corporation existing under the laws of the State of Delaware, U.S.;

         
      (jj)

    DMHC Common Shares ” means the shares of common stock, par value US$1.00 per share, in the capital of DMHC as constituted on the date hereof;

         
      (kk)

    DMHC Financial Statements ” shall have the meaning ascribed to that term in subsection 3.2(r)(i) of this Agreement;

         
      (ll)

    DMHC Preferred Shares ” means the shares of preferred stock, par value US$1,000 per share, in the capital of DMHC as constituted on the date hereof;

         
      (mm)

    DMHC Shares ” means all of the issued and outstanding shares of DMHC, being 15.7 DMHC Common Shares and 2,000 DMHC Preferred Shares, subject to adjustment in accordance with Section 8.14(d);

         
      (nn)

    Effective Date ” means the Effective Date as defined in the Plan of Arrangement;

         
      (oo)

    Effective Time ” means the Effective Time as defined in the Plan of Arrangement;

         
      (pp)

    EFI Common Shares ” means common shares in the capital of EFI as constituted on the date hereof (and, for greater certainty, before giving effect to the EFI Share Consolidation);

         
      (qq)

    EFI Disclosure Memorandum ” means the memorandum dated the date hereof delivered by EFI to Denison, as amended or supplemented from time to time in accordance with Section 3.3, with respect to certain matters in this Agreement;

         
      (rr)

    EFI Financial Statements ” means, collectively, the audited consolidated financial statements of EFI for the financial year ended September 30, 2011 and the unaudited condensed consolidated interim statements of EFI for the six months ended March 31, 2012;

    B - 7


    - 5 -

      (ss)

    EFI Material Agreements ” shall have the meaning ascribed to that term in Section 3.1(l) of this Agreement;

         
      (tt)

    EFI Material Properties ” has the meaning ascribed to that term in Section 3.1(r) of this Agreement;

         
      (uu)

    EFI Material Subsidiaries ” means: (i) Energy Fuels Resources Corporation, a corporation existing under the laws of the State of Colorado, U.S.; (ii) Magnum Uranium Corp., a corporation existing under the laws of the province of British Columbia; (iii) Magnum Minerals USA Corp., a corporation existing under the laws of the State of Nevada, U.S.; (iv) Titan Uranium Inc., a corporation existing under the federal laws of the Canada; (v) Uranium Power Corp., a corporation existing under the laws of the province of British Columbia; and (vi) Energy Fuels Wyoming Inc., a corporation existing under the laws of the State of Nevada, U.S.;

         
      (vv)

    EFI Meeting ” shall have the meaning ascribed to that term in Section 4.1(c) of this Agreement;

         
      (ww)

    EFI Note ” means the non-interest bearing promissory note to be issued to Denison by EFI with a principal amount equal to the aggregate fair market value of the EFI Payment Shares on the Effective Date;

         
      (xx)

    EFI Payment Shares ” means 425,441,494 EFI Common Shares or, if the EFI Share Consolidation is effected prior to the Effective Time, 42,544,149 EFI Post-Consolidation Common Shares, which shares are to be issued to Denison Shareholders pursuant to and as part of the Arrangement in satisfaction of the EFI Note;

         
      (yy)

    EFI Post-Consolidation Common Shares ” means common shares in the capital of EFI after giving effect to the EFI Share Consolidation;

         
      (zz)

    EFI Proxy Circular ” shall have the meaning ascribed to that term in Section 4.1(c) of this Agreement;

         
      (aaa)

    EFI Public Disclosure Documents ” shall have the meaning ascribed to that term in Section 3.1(z) of this Agreement;

         
      (bbb)

    EFI Resolution ” shall have the meaning ascribed to that term in Section 4.1(c) of this Agreement;

         
      (ccc)

    EFI Share Consolidation ” means the proposed share consolidation of the EFI Common Shares on the basis of one (1) EFI Post-Consolidation Common Share for each ten (10) EFI Common Shares;

         
      (ddd)

    EFI Shareholder Approval ” means the approval by ordinary resolution of the EFI Shareholders at the EFI Meeting of the issuance of the EFI Payment Shares, and, if required, the consent to the waiver of the application of EFI’s shareholder rights plan to the Arrangement;

    B - 8


    - 6 -

      (eee)

    EFI Shareholders ” means, at any time, the holders of EFI Common Shares;

         
      (fff)

    EFI Support Agreements ” means the support agreements entered into between Denison and each of Dundee Resources Limited, Pinetree Capital Ltd., Mega Uranium Ltd. and each of the directors and officers of EFI who are EFI Shareholders as of the date of this Agreement;

         
      (ggg)

    Encumbrance ” means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

         
      (hhh)

    Environmental Approvals ” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions, orders, filings or approvals issued or required by any Governmental Entity pursuant to any Environmental Law;

         
      (iii)

    Environmental Laws ” means all Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

         
      (jjj)

    Final Order ” means the order of the Court pursuant to Subsection 182(5)(f) of the OBCA approving the Arrangement in a form acceptable to the Parties, as such order may be amended at any time prior to the Effective Date with the consent of the Parties, acting reasonably, or if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

         
      (kkk)

    Governmental Entity ” means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

         
      (lll)

    Hazardous Substance ” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material, finished product, intermediate product, by-product or any other material or article, that is listed or regulated under any Environmental Laws as a hazardous substance, toxic substance, waste, contaminant, radioactive materials, radioactive waste, naturally-occurring radioactive materials, technologically-enhanced naturally-occurring radioactive materials or is otherwise listed or regulated under any Environmental Laws because it poses a hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea formaldehyde foam insulation and lead-containing paints or coatings;

         
      (mmm)

    IFRS ” means International Financial Reporting Standards, being the standards and interpretations adopted by the International Accounting Standards Board, as amended from time to time, in effect and generally accepted in Canada as applicable to publicly accountable enterprises;

    B - 9


    - 7 -

      (nnn)

    Interim Order ” means the interim order of the Court in a form acceptable to the Parties providing for, among other things, the calling and holding of the Denison Meeting, as the same may be amended by the Court with the consent of the Parties, acting reasonably;

         
      (ooo)

    KEPCO ” means Korea Electric Power Corporation;

         
      (ppp)

    KEPCO Offtake Agreement ” shall have the meaning ascribed to that term in subsection 5.1(a)(i) of this Agreement;

         
      (qqq)

    KEPCO Strategic Relationship Agreement ” the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO, and KEPCO Canada Uranium Investment Limited Partnership;

         
      (rrr)

    KEPCO Waiver ” means KEPCO’s waiver of its right of first opportunity provided for in Section 4.1 of the KEPCO Strategic Relationship Agreement, or the expiry of KEPCO’s right of first opportunity provided for therein without KEPCO exercising such right;

         
      (sss)

    Laws ” means all applicable laws, including international, national, provincial, state, municipal and local laws (including common and civil law), treaties, statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions, judgments, directives, decisions, rulings, decrees or other requirements of any Governmental Entity or Regulatory Authority having the force of law;

         
      (ttt)

    Letter Agreement ” means the letter agreement between EFI and Denison dated April 16, 2012 relating to the transactions contemplated by this Agreement;

         
      (uuu)

    Liability ” of any person means and includes: (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

         
      (vvv)

    “Losses ” shall have the meaning ascribed to that term in Section 8.1(a) of this Agreement;

         
      (www)

    Match Period ” shall have the meaning ascribed to that term in Section 6.1(c) of this Agreement;

         
      (xxx)

    Material Adverse Effect ” means, in respect of any Party, a state of facts, which either individually or in the aggregate, are or would reasonably be expected to be material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), obligation, capitalization, condition (financial or otherwise), operations or results of operations of that Party or, in the case of Denison, the US Mining Division, taken as a whole, other than any change, effect, event or occurrence:

    B - 10


    - 8 -

      (i)

    relating to the U.S., Canadian or global economy, political conditions or securities markets in general;

         
      (ii)

    affecting the worldwide uranium mining industries in general and which does not have a materially disproportionate effect on the Party or, in the case of Denison, the US Mining Division; or

         
      (iii)

    resulting from changes in the price of uranium;


      (yyy)

    misrepresentation ” shall have the meaning ascribed to that term in the Securities Act (Ontario);

         
      (zzz)

    Notified Party ” shall have the meaning ascribed to that term in Section 6.1(a);

         
      (aaaa)

    NYSE MKT ” means the trading market operated by NYSE MKT LLC;

         
      (bbbb)

    OBCA ” means the Business Corporations Act (Ontario);

         
      (cccc)

    Party ” means either of EFI or Denison and “ Parties ” means both of them;

         
      (dddd)

    Permitted Encumbrances ” means:


      (i)

    minor title defects or irregularities or servitudes, easements, restrictions, encroachments, covenants, rights of way and other similar rights or restrictions in real property or mineral property, or any interest therein, whether registered or unregistered, provided the same are not of such nature as to materially adversely affect the use, operation or enjoyment of the property subject thereto;

         
      (ii)

    undetermined or inchoate liens, charges and privileges (including mechanics’, construction, carriers’, workers’, repairers’, storers’ or similar liens) arising or incurred in the ordinary course of business of the Denison US Group, which individually or in the aggregate do not have a Material Adverse Effect on the Denison US Group;

         
      (iii)

    statutory liens, adverse claims or Encumbrances of any nature whatsoever claimed or held by any Governmental Entity that have not at the time been filed or registered against the title to the properties owned by the Denison US Group or served upon Denison or any member of the Denison US Group pursuant to Laws or that relate to obligations not due or delinquent, save and except for statutory liens, adverse claims or Encumbrances related to Taxes which are due and payable; and

         
      (iv)

    the reservations, limitations and exceptions in any original grants from any Governmental Entity of any real property or mineral property or interest therein and statutory exceptions to title that do not materially detract from the value of the properties of the Denison US Group or materially impair the operation or enjoyment of the properties;


      (eeee)

    Person ” includes an individual, corporation, partnership, trust, joint venture or other form of business organization;

    B - 11


    - 9 -

      (ffff)

    Plan of Arrangement ” means the Plan of Arrangement set forth in Schedule A hereto;

         
      (gggg)

    Purchase and Sale Transaction ” shall have the meaning ascribed to that term in Section 2.1(b);

         
      (hhhh)

    Purchased Shares ” means all of the issued and outstanding White Canyon Shares and all of the issued and outstanding DMHC Shares (other than the DMHC Shares held by White Canyon);

         
      (iiii)

    Receiving Party ” shall have the meaning ascribed to that term in Section 6.1(a) of this Agreement;

         
      (jjjj)

    Receiving Party Board ” shall have the meaning ascribed to that term in Section 6.1(b) of this Agreement;

         
      (kkkk)

    Reclamation Account ” shall have the meaning ascribed to that term in Section 3.2(s) of this Agreement;

         
      (llll)

    Regulatory Authority ” means:


      (i)

    any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

         
      (ii)

    any self-regulatory organization or stock exchange, including the TSX and, as applicable to Denison only, the NYSE MKT;

         
      (iii)

    any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and

         
      (iv)

    any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing;


    (mmmm)

    Release ” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered;

       

    (nnnn)

    Remedial Action ” means any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean- up, remediation, closure, site restoration, remedial response or remedial work;

    B - 12


    - 10 -

      (oooo)

    Representative ” means, in respect of a person, its Subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

       

      (pppp)

    Section 3(a)(10) Exemption ” shall have the meaning ascribed to that term in Section 2.7 of this Agreement;

       

      (qqqq)

    Securities Authorities ” means, collectively, the U.S. Securities and Exchange Commission, the Ontario Securities Commission and the other securities regulatory authorities in each of the provinces of Canada;

       

      (rrrr)

    SEDAR ” means the System for Electronic Document Analysis and Retrieval;

       

      (ssss)

    Share Consideration ” means cash in the aggregate amount of Cdn$10.00 payable by cheque or wire transfer;

       

      (tttt)

    Subsidiary ” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment;

       

      (uuuu)

    Superior Proposal ” means a bona fide Acquisition Proposal that is made in writing after the date of the Letter Agreement and did not result from the breach of Section 4.1(e) or Section 4.2(e), as the case may be, or Section 6.1 by the Receiving Party or its Representatives and that the Receiving Party Board determines in good faith after consultation with its legal and financial advisors:


      (i)

    is made either to the Receiving Party or to all the Receiving Party common shareholders and in compliance with applicable securities Laws;

         
      (ii)

    that funds or other consideration necessary for the consummation of such Acquisition Proposal are available to ensure that the third party will have the funds necessary for the consummation of the Acquisition Proposal;

         
      (iii)

    if consummated in accordance with its terms, would result in a transaction financially superior for the Receiving Party and its securityholders than the Arrangement;

         
      (iv)

    is reasonably capable of completion in accordance with its terms taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; and

         
      (v)

    that the taking of action in respect of such Acquisition Proposal is necessary for the Receiving Party Board in discharge of its fiduciary duties under applicable Laws.


      (vvvv)

    Superior Proposal Notice ” shall have the meaning ascribed to that term in Section 6.1(c) of this Agreement;

    B - 13


    - 11 -

      (wwww)

    Tax ” and “ Taxes ” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any Governmental Entity;

       

      (xxxx)

    Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended;

       

      (yyyy)

    Tax Returns ” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any Governmental Entity or required to be made, prepared or filed with any Governmental Entity relating to Taxes;

       

      (zzzz)

    Titan ” means Titan Uranium Inc.;

       

      (aaaaa)

    Titan Financial Statements ” shall have the meaning ascribed to that term in subsection 3.1(n)(ii) of this Agreement;

       

      (bbbbb)

    TSX ” means the Toronto Stock Exchange;

       

      (ccccc)

    U.S. ” means the United States of America;

       

      (ddddd)

    U.S. Securities Laws” means all applicable U.S. federal and state securities laws and regulations, including, without limitation, the 1933 Act and the 1934 Act and the rules and regulations promulgated from time to time thereunder;

       

      (eeeee)

    US Mining Division ” means all of Denison’s mineral exploration, development and mining assets and operations located in the United States of America owned directly or indirectly by the Denison US Group;

       

      (fffff)

    White Canyon ” means White Canyon Uranium Limited, a corporation existing under the laws of Australia;

       

      (ggggg)

    White Canyon Financial Statements ” shall have the meaning ascribed to that term in subsection 3.2(r)(ii) of this Agreement;

       

      (hhhhh)

    White Canyon Ordinary Shares ” means ordinary shares in the capital of White Canyon as constituted on the date hereof; and

    B - 14


    - 12 -

      (iiiii)

    White Canyon Shares ” means all of the issued and outstanding shares of White Canyon, being 230,679,770 White Canyon Ordinary Shares.


    1.2

    Interpretation Not Affected by Headings

    The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

    1.3

    Number, Gender and Persons

    In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter, and the word person and all words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any Governmental Entity, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

    1.4

    Date for any Action

    If the date on which any action is required to be taken hereunder by either Party is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

    1.5

    Statutory References

    Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

    1.6

    Currency

    Unless otherwise stated, all references in this Agreement to “U.S. dollars”, and “US$” are to lawful money of the United States of America, and references to “Canadian dollars”, “$” and “Cdn$” are to Canadian dollars.

    1.7

    Invalidity of Provisions

    Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

    B - 15


    - 13 -

    1.8

    Accounting Matters

    Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

    1.9

    Knowledge

    Where the phrases “to the knowledge of EFI”, “to EFI’s knowledge”, “to the knowledge of Denison”, “to Denison’s knowledge” or phrases to similar effect are used: such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon: (a) in the case of EFI, the collective actual knowledge (after reasonable enquiry of those who ought to know) of the President and Chief Executive Officer and the Chief Financial Officer; and (b) in the case of Denison, the collective actual knowledge (after reasonable enquiry of those who ought to know) of the President and Chief Executive Officer and the Chief Financial Officer.

    1.10

    Meaning of Ordinary Course of Business

    In this Agreement the phrase “in the ordinary course of business” shall mean and refer to those activities that are normally conducted by corporations engaged in the exploration, development and mining of uranium and/or vanadium, in the construction and operation of uranium and/or vanadium mines, and in the milling and processing of uranium and/or vanadium ores.

    1.11

    Schedules

    The following schedule is attached to, and is deemed to be incorporated into and form part of, this Agreement:

      Schedule Matter
      A Plan of Arrangement

    ARTICLE 2 - THE TRANSACTION

    2.1

    Plan of Arrangement; Purchase and Sale of Purchased Shares


      (a)

    Subject to the terms and conditions of this Agreement, commencing as of the Effective Time, Denison and EFI shall effect the Arrangement as set forth in the Plan of Arrangement attached hereto in Schedule A.

         
      (b)

    For greater certainty, as the first step of the Plan of Arrangement, Denison shall sell to EFI and EFI shall purchase from Denison (i) all of the Purchased Shares free and clear of all Encumbrances in consideration of the payment by EFI to Denison of the Share Consideration and (ii) all of the Acquired Debt free and clear of all Encumbrances, and in consideration therefor EFI shall issue the EFI Note to Denison (collectively, the “ Purchase and Sale Transaction ”).

         
      (c)

    Unless this Agreement is earlier terminated in accordance with its terms, prior to the Effective Time, the parties shall execute and deliver in escrow all documents required to give effect to the Purchase and Sale Transaction. Without limiting the generality of the foregoing, at such time Denison shall deposit in escrow all certificates, agreements, documents and instruments as required under Section 5.2(j), and EFI shall deposit in escrow all payments, certificates, agreements, documents and instruments as required under Section 5.3(i). Subject to the terms and conditions of this Agreement, such documents shall become effective commencing at the Effective Time, and shall be released from escrow and delivered to the party entitled thereto forthwith after the Effective Time.

    B - 16


    - 14 -

      (d)

    Subject to the terms and conditions of this Agreement, the Plan of Arrangement shall become effective at the Effective Time on the Effective Date.


    2.2

    Interim Order


      (a)

    Denison shall, as soon as reasonably practicable, apply to the Court in a manner acceptable to EFI, acting reasonably, under Section 182 of the OBCA for the Interim Order, which application shall request that the Interim Order provide:


      (i)

    for the class of persons to whom notice is to be provided in respect of the Arrangement and the Denison Meeting and for the manner in which such notice is to be provided;

         
      (ii)

    that the requisite approval for the Denison Resolution shall be 66% of the votes cast on the Denison Resolution by the holders of Denison Common Shares present in person or by proxy at the Denison Meeting (the “ Denison Shareholder Approval ”);

         
      (iii)

    that in all other respects, the terms, conditions and restrictions of the Denison constating documents, including quorum requirements and other matters, shall apply in respect of the Denison Meeting;

         
      (iv)

    for the grant of Dissent Rights to the holders of Denison Common Shares;

         
      (v)

    for notice requirements with respect to the presentation of the application to the Court for the Final Order;

         
      (vi)

    that the Denison Meeting may be adjourned from time to time by management of Denison without the need for additional approval of the Court;

         
      (vii)

    that the record date for Denison Shareholders entitled to notice of and to vote at the Denison Meeting will not change in respect of any adjournment(s) of the Denison Meeting;

         
      (viii)

    that it is Denison’s intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of interests in the EFI Note, the Denison New Common Shares and the EFI Payment Shares to the Denison Shareholders pursuant to the Arrangement to implement the transactions contemplated hereby;

         
      (ix)

    for notice to EFI of the Denison Meeting and the right of the representatives of EFI to attend such meeting;

    B - 17


    - 15 -

      (x)

    that the Plan of Arrangement may be amended as contemplated herein and in accordance with Section 7.1 without notice to or approval of any Denison Shareholders except as required by Section 7.1 or the Interim Order; and

         
      (xi)

    for such other matters as Denison may reasonably require, subject to obtaining the prior consent of EFI, such consent not to be unreasonably withheld or delayed.


      (b)

    The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the Applications referred to in this Section shall be in a form satisfactory to EFI and Denison, acting reasonably.


    2.3

    Final Order

    If the Interim Order is obtained and Denison Shareholder Approval is obtained as provided for in the Interim Order and EFI Shareholder Approval is obtained, then subject to the terms of this Agreement, Denison shall apply to the Court for the Final Order and shall diligently pursue such Application. The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the Applications referred to in this Section shall be in a form satisfactory to EFI and Denison, acting reasonably.

    2.4

    Proxy Circulars


      (a)

    EFI shall prepare and file the EFI Proxy Circular, together with any other documents required by applicable Laws, in all jurisdictions where the EFI Proxy Circular is required to be filed, and mail the EFI Proxy Circular as soon as practicable, but in any event within the prescribed time in order to hold the EFI Meeting and in accordance with all applicable Laws, in and to all jurisdictions where the EFI Proxy Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable securities requirements, and not containing any misrepresentation with respect thereto, other than with respect to any information relating to or provided by Denison. If, at any time prior to the Effective Date, EFI becomes aware that the EFI Proxy Circular contains a misrepresentation, EFI shall promptly prepare a supplement or amendment to the EFI Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to EFI Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws. If, at any time prior to the Effective Date, Denison becomes aware that information relating to or provided by Denison for use in the EFI Proxy Circular contains a misrepresentation, Denison shall immediately advise EFI and EFI shall promptly prepare a supplement or amendment to the EFI Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to EFI Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws.

         
      (b)

    Denison shall prepare and file the Denison Proxy Circular, together with any other documents required by applicable Laws, in all jurisdictions where the Denison Proxy Circular is required to be filed, and mail the Denison Proxy Circular as soon as practicable, but in any event within the prescribed time in order to hold the Denison Meeting and as ordered by the Interim Order, and in accordance with all applicable Laws, in and to all jurisdictions where the Denison Proxy Circular is required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and in the form and containing the information required by all applicable Laws, including all applicable securities requirements, and not containing any misrepresentation with respect thereto, other than with respect to any information relating to or provided by EFI. If, at any time prior to the Effective Date, Denison becomes aware that the Denison Proxy Circular contains a misrepresentation, Denison shall promptly prepare a supplement or amendment to the Denison Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to Denison Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws. If, at any time prior to the Effective Date, EFI becomes aware that information relating to or provided by EFI for use in the Denison Proxy Circular contains a misrepresentation, EFI shall immediately advise Denison and Denison shall promptly prepare a supplement or amendment to the Denison Proxy Circular that corrects the misrepresentation, and will cause the same to be distributed to Denison Shareholders and filed in each jurisdiction where such supplement or amendment is required to be filed by applicable Laws.

    B - 18


    - 16 -

    2.5

    Effecting the Arrangement

    Subject to the rights of termination contained in Section 6.2 hereof, upon the Denison Shareholders providing Denison Shareholder Approval in accordance with the Interim Order, the EFI Shareholders providing EFI Shareholder Approval at the EFI Meeting, the Final Order being issued and satisfaction or waiver of the conditions precedent set forth in Article 5, the Final Order shall be filed by Denison with the applicable government registrar together with such other documents as may be required to effect the Arrangement and from and after the Effective Time, the Plan of Arrangement shall have all of the effects contemplated by law, including the OBCA.

    2.6

    Closing

    The closing of the Arrangement will take place at the offices of Blake, Cassels & Graydon LLP, counsel to Denison in Toronto, Ontario, at 11:00 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as agreed by Denison and EFI.

    2.7

    U.S. Securities Law Matters

    The parties agree that the Arrangement will be carried out with the intention that all Denison New Common Shares, interests in the EFI Note and the EFI Payment Shares will be issued in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the “ Section 3(a)(10) Exemption ”) and will otherwise be in compliance with all U.S. Securities Laws. In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:

      (a)

    the Arrangement will be subject to the approval of the Court;

         
      (b)

    the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

         
      (c)

    the Court will be required to satisfy itself as to the fairness of the terms and conditions of the Arrangement to the Denison Shareholders;

    B - 19


    - 17 -

      (d)

    the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement are approved by the Court as being fair to the Denison Shareholders;

         
      (e)

    Denison will ensure that the Denison Shareholders will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; and

         
      (f)

    the Interim Order will specify that each Denison Shareholder will have the right to appear before the Court so long as they enter an appearance within a reasonable time.


    2.8

    Consultation

    Other than with respect to a press release by either Party announcing the termination of this Agreement in accordance with Section 6.2 of this Agreement and provided the other Party has been notified, EFI and Denison will consult with each other in issuing any press release or otherwise making any public statement with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity, Securities Authority or stock exchange with respect thereto. Each of EFI and Denison shall use its reasonable commercial efforts to enable each of the other of them to review and comment on all such press releases and filings prior to the release or filing, respectively, thereof.

    2.9

    Effective Date

    The Parties shall each use their reasonable commercial efforts to cause the Effective Date to occur on June 29, 2012.

    ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

    3.1

    Representations and Warranties of EFI

    EFI hereby represents and warrants to Denison as follows and hereby acknowledges that Denison is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:

      (a)

    Organization. Each of EFI and each EFI Material Subsidiary has been duly incorporated and is validly subsisting under its jurisdiction of incorporation and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each of EFI and each EFI Material Subsidiary is registered, licensed or otherwise qualified as an extra provincial corporation or a foreign corporation in each jurisdiction, as applicable, where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on EFI.

         
      (b)

    Capitalization. EFI is authorized to issue an unlimited number of EFI Common Shares, as well as an unlimited number of preferred shares issuable in series, and an unlimited number series A preferred shares (the preferred shares collectively, the “ EFI Preferred Shares ”). As at the date hereof, there are: (i) 214,336,818 EFI Common Shares issued and outstanding; (ii) 12,857,800 EFI Common Shares reserved for issuance upon exercise of currently outstanding options; (iii) no EFI Preferred Shares are issued or outstanding; and (iv) 28,036,881 EFI Common Shares reserved for issuance upon the exercise of currently outstanding warrants. The terms of EFI’s outstanding options and warrants are described in the EFI Disclosure Memorandum. Except for EFI’s outstanding options and warrants and as described in the EFI Disclosure Memorandum and pursuant to this Agreement and the Arrangement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating EFI to issue or sell any shares of EFI or any securities or obligations of any kind convertible into or exchangeable for any shares of EFI. All outstanding EFI Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares. There are no outstanding bonds, debentures or other evidences of indebtedness of EFI having the right to vote with the EFI Shareholders on any matter. Except as disclosed in the EFI Disclosure Memorandum, there are no outstanding contractual obligations of EFI to repurchase, redeem or otherwise acquire any outstanding EFI Common Shares or with respect to the voting or disposition of any outstanding EFI Common Shares.

    B - 20


    - 18 -

      (c)

    Authority. EFI has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by EFI as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement and the EFI Disclosure Memorandum by EFI and the completion by EFI of the Arrangement have been authorized by the directors of EFI and, other than the EFI Shareholder Approval, no other corporate proceedings on the part of EFI are necessary to authorize this Agreement or to complete the Arrangement.

         
      (d)

    EFI Material Subsidiaries. EFI directly owns all of the issued and outstanding shares of each of Energy Fuels Resources Corporation, Magnum Uranium Corp., and Titan Uranium Inc. Magnum Uranium Corp. owns all of the issued and outstanding shares of Magnum Minerals USA Corp. Titan Uranium Inc. owns all of the issued and outstanding shares of Uranium Power Corp., which owns all of the issued and outstanding shares of Energy Fuels Wyoming Inc., in each case, which shares constitute all issued and outstanding shares of such respective EFI Material Subsidiary. Except as disclosed in the EFI Disclosure Memorandum, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating any of the EFI Material Subsidiaries to issue or sell any shares or any securities or obligations of any kind convertible into or exchangeable for any shares. All outstanding shares of the EFI Material Subsidiaries have been authorized and are validly issued and outstanding as fully paid and non-assessable shares.

         
      (e)

    Subsidiaries. Except for the EFI Material Subsidiaries or as disclosed in the EFI Disclosure Memorandum, EFI does not own a direct or indirect voting or equity interest of greater than 10% in any corporation, partnership, joint venture or other entity.

         
      (f)

    Enforceability. This Agreement and the EFI Disclosure Memorandum have been duly executed and delivered by EFI. This Agreement constitutes a legal, valid and binding obligations of EFI, enforceable against EFI in accordance with its terms, subject to bankruptcy, insolvency, and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

    B - 21


    - 19 -

      (g)

    Absence of Conflict. Except as disclosed in the EFI Disclosure Memorandum, the execution and delivery by EFI of this Agreement and the EFI Disclosure Memorandum and the performance by EFI of its obligations hereunder and the completion of the Arrangement do not and will not:


      (i)

    require any notice or consent or other material action by any person under, contravene, conflict with, violate, breach or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, amendment, renegotiation, acceleration or other change of any right or obligation or the loss of any benefit to which EFI or any EFI Material Subsidiary is entitled under, or give rise to any rights of first refusal or trigger any change in control provisions or any restriction under, any provision of any contract, agreement, license, permit, certificate, authorization, consent, registration, order, filing, approval, instrument, franchise, lease, arrangement, commitment, understanding or other right, obligation (written or oral), instrument or approval to which EFI or any EFI Material Subsidiary is a party or by which EFI or any EFI Material Subsidiary is bound or affected or to which any of their properties or other assets is subject;

         
      (ii)

    result in the breach, contravention or violation of any of the provisions of, or constitute a default under, or conflict with any of its obligations under:


      A.

    any provision of the articles or by-laws (or their equivalent) or resolutions of the board of directors (or any committee thereof) or shareholders EFI or any EFI Material Subsidiary;

         
      B.

    any judgment, decree, order or award of any Governmental Authority having jurisdiction over EFI or any EFI Material Subsidiary; or

         
      C.

    any Laws; or


      (iii)

    result in the creation or imposition of any Encumbrance over any of the assets of EFI or any EFI Material Subsidiary;


     

    other than any such notices, consents, defaults, terminations, accelerations, rights, violations, contraventions, breaches, defaults or Encumbrances that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on EFI.

         
      (h)

    Government Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by EFI (A) in connection with the execution and delivery of this Agreement or the consummation by EFI of the Arrangement, or (B) in order that the authority of EFI and the EFI Material Subsidiaries to carry on their respective businesses in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement, other than: (i) filings with and approvals required by Securities Authorities and stock exchanges; (ii) any other consents, waivers, permits, orders or approvals referred to in the EFI Disclosure Memorandum; and (iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on EFI.

    B - 22


    - 20 -

      (i)

    Directors’ Approvals. The board of directors of EFI has received a verbal opinion from Dundee Securities Ltd., the financial advisor to EFI, that the EFI Payment Shares issuable pursuant to the Arrangement is fair, from a financial point of view, to EFI and the directors of EFI have unanimously:


      (i)

    determined that the Arrangement is in the best interests of EFI;

         
      (ii)

    resolved to waive the application of EFI’s shareholder rights plan to the Arrangement, subject to obtaining the prior consent of the EFI Shareholders at the EFI Meeting to such waiver;

         
      (iii)

    resolved to recommend that the EFI Shareholders vote in favour of the EFI Resolution; and

         
      (iv)

    authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.


      (j)

    No Defaults. Except as disclosed in the EFI Disclosure Memorandum, neither EFI nor any EFI Material Subsidiary is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by any such Person under any contract, agreement, permit or licence that is material to the conduct of the business of EFI to which it is a party or by which it is bound that would, individually or in the aggregate, have a Material Adverse Effect on EFI.

         
      (k)

    Absence of Changes. Since September 30, 2010, except as set out in the EFI Disclosure Memorandum, the EFI Public Disclosure Documents or expressly contemplated by this Agreement:


      (i)

    EFI has conducted its business only in the ordinary course of business consistent with past practice;

         
      (ii)

    EFI has not incurred or suffered a Material Adverse Effect;

         
      (iii)

    EFI has not effected any amendment to, or proposed to amend, its articles or bylaws;

         
      (iv)

    there has not been any acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the assets of or otherwise acquiring, any business or any corporation, partnership, association or other business organization or division thereof, which transaction would be material to EFI;

         
      (v)

    there has not been any sale, lease, transfer, mortgage, hypothecation or other disposition of any of its assets or properties, real, personal or mixed, immovable or movable (including securities), that are material, individually or in the aggregate, to EFI;

         
      (vi)

    other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by EFI of any debt for borrowed money, any creation or assumption by EFI of any Encumbrance, any making by EFI of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount that do not exceed US$100,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by EFI of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on EFI;

    B - 23


    - 21 -

      (vii)

    other than in the ordinary course of business consistent with past practice, there has not been, nor has EFI agreed to, any material increase in or modification of the compensation payable to or to become payable by EFI to any of its respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of options) made to, for or with any of such directors or officers;

         
      (viii)

    EFI has not effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the outstanding EFI Common Shares, declaration or payment of any dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares;

         
      (ix)

    other than the adoption of IFRS, EFI has not effected any material change in its accounting methods, principles or practices; and

         
      (x)

    EFI has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.


      (l)

    Contracts and Commitments. The EFI Disclosure Memorandum provides a list of all agreements to which EFI or any EFI Material Subsidiary is a party or by which such person is bound which is material to EFI, taken as a whole (the “ EFI Material Agreements ”). Except as disclosed in this Agreement or in the EFI Disclosure Memorandum, all EFI Material Agreements: (i) are valid, binding, in full force and effect in all material respects and enforceable by EFI or the applicable EFI Material Subsidiary in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not, by their terms, require the consent of any of the parties thereto to the Arrangement. Except as disclosed in the EFI Disclosure Memorandum, no agreement to which EFI or any EFI Material Subsidiary is a party commits EFI or any EFI Material Subsidiary to a capital expenditure in excess of US$100,000.

         
      (m)

    Employment Agreements. Other than as disclosed in the EFI Public Disclosure Documents or the EFI Disclosure Memorandum:


      (i)

    Neither EFI nor any EFI Material Subsidiary is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of EFI that cannot be terminated without payment of a maximum of three (3) times such individual’s monthly salary, recognising that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than three (3) times an individual’s monthly salary;

    B - 24


    - 22 -

      (ii)

    Neither EFI nor any EFI Material Subsidiary has any employee or consultant whose employment or contract cannot be terminated without payment upon a maximum of three (3) months’ notice;

         
      (iii)

    Neither EFI nor any EFI Material Subsidiary is: (a) a party to any collective bargaining agreement, (b) to the knowledge of EFI, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement, or (c) subject to any current or, to the knowledge of EFI, pending or threatened strike or lockout;

         
      (iv)

    there are no change of control payments, severance payments or termination payments that EFI or any EFI Material Subsidiary is obligated to pay as a result of completion of the Arrangement, including without limitation, to any consultants, directors, officers, employees or agents;

         
      (v)

    Neither EFI nor any EFI Material Subsidiary is subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the knowledge of EFI, pending or threatened, or any litigation, actual or, to the knowledge of EFI, pending or threatened, relating to employment or termination of employment of employees or independent contractors; and

         
      (vi)

    EFI and each EFI Material Subsidiary has operated in all material respects in accordance with all applicable Laws with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, or, to the knowledge of EFI, pending or threatened, material proceedings before any board or tribunal with respect to any of the above areas.


      (n)

    Financial Matters.


      (i)

    The audited consolidated financial statements of EFI for the financial year ended September 30, 2011 were prepared in accordance with Canadian GAAP, consistently applied, and the unaudited condensed consolidated interim statements of EFI for the six months ended March 31, 2012 were prepared in accordance with IFRS, consistently applied. The EFI Financial Statements fairly present in all material respects the financial condition of EFI at the respective dates indicated and the results of operations of EFI for the periods covered on a consolidated basis. Except as disclosed in the EFI Financial Statements, EFI has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on EFI.

    B - 25


    - 23 -

      (ii)

    The audited consolidated financial statements of Titan for the financial year ended August 31, 2011 and the unaudited consolidated interim statements of Titan for the three months ended November 30, 2011 (collectively, the “ Titan Financial Statements ”), in each case as contained in the business acquisition report of EFI dated May 10, 2012, were prepared in accordance with IFRS, consistently applied. The Titan Financial Statements fairly present in all material respects the financial condition of Titan at the respective dates indicated and the results of operations of Titan for the periods covered on a consolidated basis. Except as disclosed in the Titan Financial Statements, Titan has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, would reasonably be expected to have a Material Adverse Effect on EFI.


      (o)

    Books and Records. The corporate records and minute books of EFI and each EFI Material Subsidiary have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of EFI and each EFI Material Subsidiary in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of EFI and each EFI Material Subsidiary; and (iii) accurately and fairly reflect the basis for the EFI Financial Statements.

         
      (p)

    Litigation. Except as disclosed in the EFI Disclosure Memorandum and except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.1(v) below), there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of EFI, threatened against or relating to EFI or any EFI Material Subsidiary or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on EFI. None of EFI, any EFI Material Subsidiary, nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of EFI and any EFI Material Subsidiary to conduct their respective businesses in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on EFI.

         
      (q)

    Bankruptcy. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of EFI, threatened against or relating to EFI before any Governmental Entity.

         
      (r)

    Title to Properties and Condition of Assets. The EFI Disclosure Memorandum provides a list of all of the mineral properties that are material to EFI, taken as a whole (the “ EFI Material Properties ”). Except as disclosed in either the EFI Disclosure Memorandum or the EFI Public Disclosure Documents, applying customary standards in the mining industry, EFI has sufficient title to or valid leasehold interests in the EFI Material Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Encumbrance, except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on EFI. Each lease and agreement granting rights to the EFI Material Properties is in full force and effect and constitutes a legal, valid and binding agreement of EFI or an EFI Material Subsidiary thereof and EFI and/or the EFI Material Subsidiary, as the case may be, is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. Furthermore, all real and tangible personal property of EFI and the EFI Material Subsidiaries is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on EFI.

    B - 26


    - 24 -

      (s)

    Mineral Reserves and Resources. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of EFI disclosed in the EFI Public Disclosure Documents or the EFI Disclosure Memorandum have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of EFI, taken as a whole, from the amounts disclosed in the EFI Public Disclosure Documents.

         
      (t)

    Operational Matters. Except as would not reasonably be expected to have a Material Adverse Effect on EFI:


      (i)

    all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of EFI and the EFI Material Subsidiaries have been properly and timely paid or accrued;

         
      (ii)

    all mines, mining-related activities and mineral processing activities where EFI or any EFI Material Subsidiary is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws;

         
      (iii)

    all mines located in or on the lands of EFI or any EFI Material Subsidiary or lands pooled or unitized therewith, which have been abandoned by EFI or any EFI Material Subsidiary have been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable Laws; and

         
      (iv)

    all future abandonment, remediation and reclamation obligations have been accurately disclosed publicly by EFI without omission of information that would result in a misrepresentation.


      (u)

    Insurance. EFI maintains policies of insurance with reputable insurers and in amounts covering such risks and with those deductibles as are adequate and usual for companies of similar size and operations in the mining and mineral processing industries. The policies and the coverage provided thereunder are in full force and effect and EFI is in good standing under each policy. EFI has not received notice of, nor has any knowledge of, any fact, condition or circumstance which might reasonably form the basis of any claim, dispute, liability, obligation, action, debt, proceeding or litigation against EFI or any EFI Material Subsidiary which is not in all material respects covered by insurance (subject to standard deductibles) maintained by it and which could have a Material Adverse Effect on EFI.

    B - 27


    - 25 -

      (v)

    Environmental. Except as disclosed in the EFI Public Disclosure Documents or in the EFI Disclosure Memorandum:


      (i)

    EFI and each EFI Material Subsidiary has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI;

         
      (ii)

    all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by EFI and each EFI Material Subsidiary of the real property, assets, mines and other facilities owned or used by EFI and each EFI Material Subsidiary and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of EFI, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement, or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of EFI, no proposals have been made to amend, revoke or replace such material Environmental Approvals;

         
      (iii)

    EFI’s and the EFI Material Subsidiaries’ properties have not been used by EFI or any EFI Material Subsidiary, or to the knowledge of EFI, any other person previously or currently in control of EFI’s and the EFI Material Subsidiaries’ properties, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on EFI. None of EFI, any EFI Material Subsidiary, nor, to the knowledge of EFI, any other person in control of any of EFI’s and the EFI Material Subsidiaries’ properties, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of EFI’s and the EFI Material Subsidiaries’ properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of EFI’s and the EFI Material Subsidiaries’ properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, there are no Hazardous Substances at, in, on, under or migrating from any of EFI’s and the EFI Material Subsidiaries’ properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on EFI;

    B - 28


    - 26 -

      (iv)

    None of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to EFI’s knowledge, any similar federal or state lists; (ii) to the knowledge of EFI, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against EFI or any EFI Material Subsidiary, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, no site or facility now or previously owned, operated or leased by EFI or any EFI Material Subsidiary is listed or, to the knowledge of EFI, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action;

         
      (v)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect on EFI, none of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of EFI’s and EFI Material Subsidiaries’ properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of EFI have a Material Adverse Effect on EFI; or (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of EFI or any EFI Material Subsidiary; and

         
      (vi)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to EFI, EFI has not received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order, or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.


      (w)

    Tax Matters. Except as disclosed in the EFI Public Disclosure Documents or the EFI Disclosure Memorandum or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on EFI:


      (i)

    Each of EFI and each EFI Material Subsidiary has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

         
      (ii)

    Each of EFI and each EFI Material Subsidiary has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld all Taxes, payroll deductions and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it;

    B - 29


    - 27 -

      (iii)

    the charges, accruals and reserves for Taxes reflected on the EFI Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are adequate under Canadian GAAP or IFRS, as applicable, to cover Taxes accruing through the date hereof;

         
      (iv)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of EFI, threatened against EFI or any EFI Material Subsidiary that propose to assess Taxes in addition to those reported in the Tax Returns; and

         
      (v)

    no waiver of any statute of limitations with respect to Taxes has been given or requested with respect to EFI or any EFI Material Subsidiary.


      (x)

    Pension and Employee Benefits. Where applicable, EFI and each EFI Material Subsidiary has complied with all of the terms of the pension and other employee compensation and benefit obligations of EFI and each such Subsidiary, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon EFI and each EFI Material Subsidiary other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on EFI.

         
      (y)

    Reporting Status. EFI is a reporting issuer or its equivalent in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. The EFI Common Shares are listed on the TSX.

         
      (z)

    Reports. Since September 30, 2010, EFI has timely filed with the Securities Authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to herein as the “ EFI Public Disclosure Documents ”). The EFI Public Disclosure Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (ii) complied with the requirements of applicable securities Laws, including the rules, policies and instruments of all Securities Authorities having jurisdiction over EFI, except where such non- compliance has not and would not reasonably be expected to have a Material Adverse Effect on EFI. EFI has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

    B - 30


    - 28 -

      (aa)

    Compliance with Laws. Except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.1(v) above), EFI and each EFI Material Subsidiary has complied with and is not in violation of any applicable Law other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on EFI.

         
      (bb)

    Restrictions on Business Activities. Except as disclosed in the EFI Disclosure Memorandum, there is no agreement, judgment, injunction, order or decree binding upon EFI or any EFI Material Subsidiary that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any material business practice of EFI or any EFI Material Subsidiary, any acquisition of material property by EFI or any EFI Material Subsidiary or the conduct of business by EFI and the EFI Material Subsidiaries as currently conducted.

         
      (cc)

    No Cease Trade. EFI is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of EFI, no investigation or other proceedings involving EFI that may operate to prevent or restrict trading of any securities of EFI are currently in progress or pending before any applicable stock exchange or Securities Authority.

         
      (dd)

    No Option on Assets. Except as disclosed in the EFI Disclosure Memorandum, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from EFI or any EFI Material Subsidiary any of the material assets of EFI, other than as described or contemplated herein.

         
      (ee)

    Certain Contracts. Except as disclosed in the EFI Disclosure Memorandum, none of EFI or any EFI Material Subsidiary is a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to: (i) limit the manner or the localities in which all or any material portion of the business of EFI and the EFI Material Subsidiaries is conducted; (ii) limit any business practice of EFI or any EFI Material Subsidiary in any material respect; or (iii) restrict any acquisition or disposition of any property by EFI or any EFI Material Subsidiary in any material respect.

         
      (ff)

    No Indebtedness. None of EFI nor any EFI Material Subsidiary owes any money to, has any present loans to, has borrowed any monies from, or is otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with EFI and the EFI Material Subsidiaries, except as set forth in the EFI Financial Statements.

         
      (gg)

    No Agreement to Merge. Except for the Letter Agreement and this Agreement, none of EFI nor any EFI Material Subsidiary has any agreement of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations.

         
      (hh)

    Disclosure Controls and Procedures. EFI has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by EFI under applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported within the time periods specified in the applicable Laws. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by EFI in EFI’s reports and other filings under applicable laws (including applicable securities Laws) is accumulated and communicated to EFI’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

    B - 31


    - 29 -

      (ii)

    Accounting Controls. EFI maintains internal control over financial reporting. EFI believes such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (i) pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the assets of EFI; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS that the receipts and expenditures of EFI is being made only in accordance with authorizations of management and directors of EFI; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of EFI’s assets that could have a material effect on its financial statements. There are no significant deficiencies in the design or operation of, or material weaknesses in, EFI’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, and there is no known fraud that involves management or other employees who have a significant role in EFI’s internal control over financial reporting. Since September 30, 2010, EFI has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of EFI regarding questionable accounting or auditing matters.

         
      (jj)

    Disclosure of Material Contracts. Since September 30, 2010, all contracts and agreements required to be filed by EFI on SEDAR pursuant to applicable securities Laws have been filed on SEDAR by EFI and, except as set out in the EFI Disclosure Memorandum, or as contemplated herein, none of EFI nor any EFI Material Subsidiary has approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by EFI or any EFI Material Subsidiary, whether by asset sale, transfer of shares or otherwise.

         
      (kk)

    Foreign Private Issuer. EFI is a “foreign private issuer” as defined in Rule 405 under the 1933 Act.

         
      (ll)

    Investment Company Status. EFI is not registered, and is not required to be registered, as an “investment company” under the 1940 Act.

         
      (mm)

    Property and Related Payments . Except as disclosed in the EFI Disclosure Memorandum, none of EFI or any of the EFI Material Subsidiaries is required, pursuant to any agreement to which it is a party, to make any payment to earn or acquire an interest in any EFI Material Property or on account of any royalty in respect of any EFI Material Property, other than payments to Governmental Entities in the ordinary course of business.

         
      (nn)

    Vote Required. EFI Shareholder Approval requires the approval as required by the TSX pursuant to section 611 of the TSX Company Manual, and is necessary to approve the Arrangement. The amendment to the articles of incorporation of EFI relating to the EFI Share Consolidation requires the approval of a special resolution of the EFI Shareholders. Other than the approvals set forth in this Section 3.1(nn), no other approvals or authorizations of the EFI Shareholders are required to give effect to the Arrangement and the transactions contemplated by this Agreement.

    B - 32


    - 30 -

      (oo)

    No Broker’s Commission. Except as disclosed in the EFI Disclosure Memorandum, EFI has not entered into any agreement that would entitle any person to any valid claim against EFI for a broker’s commission, finder’s fee or any like payment in respect of the Arrangement.

         
      (pp)

    1934 Act Matters. No securities of EFI or any EFI Material Subsidiary are registered or required to be registered under Section 12 of the 1934 Act, and neither EFI nor any EFI Material Subsidiary is required to file reports under Section 13 or Section 15(d) of the 1934 Act.


    3.2

    Representations and Warranties of Denison

    Denison hereby represents and warrants to EFI as follows and hereby acknowledges that EFI is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement as follows:

      (a)

    Organization. Each of Denison and each Denison Material Entity has been duly incorporated and is validly subsisting under its jurisdiction of incorporation, and has full corporate or legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each Denison Material Entity is registered, licensed or otherwise qualified as an extra provincial corporation or a foreign corporation in each jurisdiction, as applicable, where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on the Denison US Group.

         
      (b)

    White Canyon Capitalization. White Canyon is authorized to issue an unlimited number of ordinary shares. As of the date hereof, there are 230,679,770 White Canyon Shares issued and outstanding, and such shares are the only issued and outstanding shares of White Canyon. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating White Canyon to issue or sell any shares of White Canyon or any securities or obligations of any kind convertible into or exchangeable for any shares of White Canyon. All outstanding White Canyon Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.

         
      (c)

    DMHC Capitalization. DMHC is authorized to issue 100 DMHC Common Shares and 5,000 DMHC Preferred Shares. As of the date hereof, there are 15.7 DMHC Common Shares and 2,000 DMHC Preferred Shares issued and outstanding, and such shares are the only issued and outstanding shares of DMHC. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre- emptive, contingent or otherwise) obligating DMHC to issue or sell any shares of DMHC or any securities or obligations of any kind convertible into or exchangeable for any shares of DMHC, other than pursuant to this Agreement. All outstanding DMHC Shares have been authorized and are validly issued and outstanding as fully paid and non- assessable shares, free of pre-emptive rights,

    B - 33


    - 31 -

      (d)

    White Canyon Shares and DMHC Shares. Denison is the registered and beneficial owner of all of the issued and outstanding White Canyon Shares, with good and marketable title thereto, free and clear of all Encumbrances other than under the Denison Secured Credit Facility and as set out in the Denison Disclosure Memorandum, and has the exclusive right to dispose of the White Canyon Shares as provided in this Agreement. Denison and White Canyon are the registered and beneficial owners of all of the issued and outstanding DMHC Shares, with good and marketable title thereto, free and clear of all Encumbrances other than under the Denison Secured Credit Facility, and have the exclusive right to dispose of the White Canyon Shares as provided in this Agreement. Other than pursuant to the Denison Secured Credit Facility, none of the DMHC Shares or the White Canyon Shares is subject to (i) any contract or agreement or restriction which in any way limits or restricts the transfer to EFI of the DMHC Shares and the White Canyon Shares or (ii) any voting trust, pooling agreement, shareholder agreement, voting agreement or other contract, arrangement or understanding with respect to the voting of the DMHC Shares or the White Canyon Shares. On completion of the Transaction, Denison will have no ownership interest in DMHC and White Canyon, whether direct or indirect, actual or contingent, and EFI shall have good title to the DMHC Common Shares the White Canyon Shares, free and clear of all Encumbrances created by Denison or its Affiliates. DMHC and White Canyon own all of the assets, undertakings and operations of the US Mining Division.

         
      (e)

    White Canyon. White Canyon holds no material assets other than 4.7 DMHC Common Shares, and has no material liabilities or obligations, whether accrued, absolute, contingent or otherwise, other than a portion of the Acquired Debt owing to Denison, as set forth in the Denison Disclosure Memorandum to be assigned by Denison to EFI as part of the Purchase and Sale Transaction.

         
      (f)

    Subsidiaries . DMHC directly owns all of the issued and outstanding shares of each member of the Denison US Group, in each case which shares constitute all issued and outstanding shares of such respective member of the Denison US Group. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating any member of the Denison US Group to issue or sell any shares or any securities or obligations of any kind convertible into or exchangeable for any shares. All outstanding shares of each member of the Denison US Group have been authorized and are validly issued and outstanding as fully paid and non-assessable shares.

         
      (g)

    Denison Material Entities . The Denison Material Entities are the only members of the Denison US Group that (i) are material to the Denison US Group taken as a whole and (ii) hold assets or properties which are material to the Denison US Group taken as a whole. Except for the Denison Material Entities, none of Denison, DMHC or White Canyon owns a direct or indirect voting or equity interest of greater than 10% in any corporation, partnership, joint venture or other entity which forms part of the US Mining Division, other than Denison Mines Recovery Corp., Denison Recovery LLC, Urizon Recovery Systems LLC, Denison Properties LLC, IUC Reno Creek LLC, and Denison Environmental Services LLC.

    B - 34


    - 32 -

      (h)

    Acquired Debt . The Acquired Debt is as described in Schedule A to the Denison Disclosure Memorandum, and is collectible at full face value without set-off or counterclaim, and is free and clear of all Encumbrances.

         
      (i)

    Authority. Denison has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Denison as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement and the Denison Disclosure Memorandum by Denison and the completion by Denison of the Arrangement have been authorized by the directors of Denison and, other than the Denison Shareholder Approval required in connection with the completion of the Arrangement, no other corporate proceedings on the part of Denison are necessary to authorize this Agreement or to complete the Arrangement.

         
      (j)

    Enforceability. This Agreement and the Denison Disclosure Memorandum have been duly executed and delivered by Denison, This Agreement constitutes a legal, valid and binding obligation of Denison, enforceable against Denison in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

         
      (k)

    Absence of Conflicts. Except as disclosed in the Denison Disclosure Memorandum, the execution and delivery by Denison of this Agreement and the Denison Disclosure Memorandum and the performance by Denison of its obligations hereunder and the completion of the Arrangement do not and will not:


      (i)

    require any notice or consent or other material action by any person under, contravene, conflict with, violate, breach or constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, amendment, renegotiation, acceleration or other change of any right or obligation or the loss of any benefit to which any Denison Material Entity is entitled under, or give rise to any rights of first refusal or trigger any change in control provisions or any restriction under, any provision of any contract, agreement, license, permit, certificate, authorization, consent, registration, order, filing, approval, instrument, franchise, lease, arrangement, commitment, understanding or other right, obligation (written or oral), instrument or approval to which any Denison Material Entity is a party or by which any Denison Material Entity is bound or affected or to which any of its properties or other assets is subject;

         
      (ii)

    result in the breach, contravention or violation of any of the provisions of, or constitute a default under, or conflict with any of its obligations under:


      A.

    any provision of the articles or by-laws (or their equivalent) or resolutions of its board of directors (or any committee thereof) or shareholders of any of Denison or any Denison Material Entity;

         
      B.

    any judgment, decree, order or award of any Governmental Authority having jurisdiction over Denison or any Denison Material Entity; or

         
      C.

    any Laws; or

    B - 35


    - 33 -

      (iii)

    result in the creation or imposition of any Encumbrance over any of the DMHC Shares, the White Canyon Shares, or the assets of the Denison US Group,


     

    other than any such notices, consents, defaults, terminations, accelerations, rights, violations, contraventions, breaches, defaults or Encumbrances that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Denison US Group.

         
      (l)

    Government Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by Denison or any Denison Material Entity (A) in connection with the execution and delivery of this Agreement or the consummation by Denison of the Arrangement, or (B) in order that the authority of the Denison US Group to carry on its business in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement, other than: (i) filings with and approvals required by Securities Authorities and stock exchanges; (ii) any other consents, waivers, permits, orders or approvals referred to in the Denison Disclosure Memorandum; and (iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group.

         
      (m)

    Directors’ Approvals. The board of directors of Denison has received a verbal opinion from Haywood Securities Inc., the financial advisor to Denison, that the consideration to be received by Denison Shareholders in connection with the Arrangement is fair, from a financial point of view, to the Denison Shareholders, and the directors of Denison have unanimously:


      (i)

    determined that the Arrangement is fair to the Denison Shareholders and is in the best interests of Denison;

         
      (ii)

    resolved to recommend that the Denison Shareholders vote in favour of the Denison Resolution; and

         
      (iii)

    authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.


      (n)

    No Defaults . Except as disclosed in the Denison Disclosure Memorandum, neither Denison nor any Denison Material Entity is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Denison or any Denison Material Entity under any contract, agreement, permit or licence that is material to the conduct of the business of the US Mining Division to which it is a party or by which it is bound that would, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group.

         
      (o)

    Absence of Changes. Since December 31, 2010, except as disclosed in the Denison Disclosure Memorandum or expressly contemplated by this Agreement:


      (i)

    Denison and each Denison Material Entity have conducted their business only in the ordinary course of business consistent with past practice;

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      (ii)

    Neither Denison nor any Denison Material Entity has incurred or suffered a Material Adverse Effect;

         
      (iii)

    Neither Denison nor any Denison Material Entity has effected any amendment to, or proposed to amend, its articles or bylaws;

         
      (iv)

    there has not been any acquisition or agreement to acquire by amalgamating, merging, consolidating or entering into a business combination with, purchasing substantially all the assets of or otherwise acquiring, any business or any corporation, partnership, association or other business organization or division thereof, which transaction would be material to the Denison US Group;

         
      (v)

    there has not been any sale, lease, transfer, mortgage, hypothecation or other disposition of any of the assets or properties, real, personal or mixed, immovable or movable (including securities) of any Denison Material Entity, that are material, individually or in the aggregate, to the Denison US Group;

         
      (vi)

    other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Denison or any Denison Material Entity of any debt for borrowed money, any creation or assumption by Denison or a Denison Material Entity of any Encumbrance, any making by Denison or a Denison Material Entity of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount that does not exceed US$250,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by Denison or a Denison Material Entity of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group;

         
      (vii)

    other than in the ordinary course of business consistent with past practice, there has not been, nor has Denison nor any Denison Material Entity agreed to, any material increase in or modification of the compensation payable to or to become payable by Denison or any Denison Material Entity to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of options) made to, for or with any of such directors or officers;

         
      (viii)

    Denison has not effected or passed any resolution or agreed to any subdivision, consolidation, redemption, purchase, offer to purchase or any other acquisition or reclassification of any of the outstanding Denison Common Shares, declaration or payment of any dividends on or making of other distributions (whether in cash, shares or property, or any combination thereof) or reduction in the stated capital in respect of its shares;

         
      (ix)

    other than the adoption of IFRS, Denison has not effected any material change in its accounting methods, principles or practices; and

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      (x)

    neither Denison nor any Denison Material Entity has adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.


      (p)

    Contracts and Commitments. The Denison Disclosure Memorandum provides a list of all agreements to which Denison or a Denison Material Entity is a party or by which it is bound which are material to the Denison US Group, taken as a whole (the “ Denison Material Agreements ”). Except as disclosed in this Agreement or in the Denison Disclosure Memorandum, all Denison Material Agreements: (i) are valid, binding, in full force and effect in all material respects and enforceable by Denison or such Denison Material Entity in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not, by their terms, require the consent of any of the parties thereto to the Arrangement. Except as disclosed in the Denison Disclosure Memorandum, no agreement to which Denison or any Denison Material Entity is a party commits Denison or any Denison Material Entity to a capital expenditure in excess of US$250,000.

         
      (q)

    Employment Agreements. Other than as disclosed in the Denison Public Disclosure Documents or the Denison Disclosure Memorandum:


      (i)

    Neither Denison nor any Denison Material Entity is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of any Denison Material Entity that cannot be terminated without payment of a maximum of three (3) times such individual’s monthly salary, recognising that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than three (3) times an individual’s monthly salary;

         
      (ii)

    no Denison Material Entity has any employee or consultant whose employment or contract with such member of the Denison US Group cannot be terminated without payment upon a maximum of three (3) months’ notice;

         
      (iii)

    no Denison Material Entity is subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the knowledge of Denison, pending or threatened, or any litigation, actual or, to the knowledge of Denison, pending or threatened, relating to employment or termination of employment of employees or independent contractors;

         
      (iv)

    each Denison Material Entity has operated in all material respects in accordance with all applicable Law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, or, to the knowledge of Denison, pending or threatened, material proceedings before any board or tribunal with respect to any of the above areas;

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    - 36 -

      (v)

    there are no change of control payments, severance payments or termination payments that any Denison Material Entity is obligated to pay, including without limitation, to any consultants, directors, officers, employees or agents; and

         
      (vi)

    no Denison Material Entity: (a) is a party to any collective bargaining agreement; (b) is, to the knowledge of Denison, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement; or (c) is subject to any current, or to the knowledge of Denison, pending or threatened, strike or lockout.


      (r)

    Financial Matters.


      (i)

    The audited consolidated financial statements of DMHC as at and for the financial years ended December 31, 2011 and 2010 and the unaudited condensed interim consolidated financial statements of DMHC as at and for the three months ended March 31, 2012 (collectively, the “ DMHC Financial Statements ”) were prepared in accordance with IFRS, consistently applied, and will fairly present in all material respects the financial condition of DMHC at the respective dates indicated and the results of operations of DMHC for the periods covered on a consolidated basis. Except as disclosed in the DMHC Financial Statements, DMHC has no liabilities and obligations (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on DMHC.

         
      (ii)

    The audited financial statements of White Canyon for the financial years ended June 30, 2010 and June 30, 2011 (collectively, the “ White Canyon Financial Statements ”) were prepared in accordance with IFRS and audited in accordance with Australian Auditing Standards, consistently applied, and the White Canyon Financial Statements fairly present in all material respects the financial condition of White Canyon at the respective dates indicated and the results of operations of White Canyon for the periods covered on a consolidated basis. Except as disclosed in the White Canyon Financial Statements, White Canyon has no liabilities and obligations (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on White Canyon.


      (s)

    Reclamation Account. As of March 31, 2012, DMHC held no less than US$24,668,000 in restricted cash and investments deposited to collateralize reclamation obligations (the “ Reclamation Account ”), as more particularly described in the Denison Disclosure Memorandum.

         
      (t)

    Books and Records. The corporate records and minute books of Denison and each Denison Material Entity have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of Denison and each Denison Material Entity in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Denison, and each Denison Material Entity, respectively; and (iii) accurately and fairly reflect the basis for the DMHC Financial Statements and the White Canyon Financial Statements, as the case may be.

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      (u)

    Litigation. Except as disclosed in the Denison Disclosure Memorandum and except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.2(aa) below), there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Denison, threatened against or relating to Denison or any Denison Material Entity or affecting any of the properties or assets of the US Mining Division before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on the Denison US Group. Neither Denison nor any Denison Material Entity or any of the properties or assets comprising the US Mining Division is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Denison or any Denison Material Entity to conduct the business of the US Mining Division in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on the Denison US Group.

         
      (v)

    Bankruptcy. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Denison, threatened against or relating to Denison or any Denison Material Entity before any Governmental Entity.

         
      (w)

    Title to Properties and Condition of Assets. The Denison Disclosure Memorandum provides a list of all of the mineral properties that are material to the Denison US Group, taken as a whole (the “ Denison Material Properties ”). Except as disclosed in either the Denison Disclosure Memorandum or the Denison Public Disclosure Documents, applying customary standards in the mining industry, the Denison Material Entities have sufficient title to or valid leasehold interests in the properties comprising the US Mining Division to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Encumbrance, except for such defects in title or Encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the Denison US Group. Each lease and agreement granting rights to the properties comprising the US Mining Division is in full force and effect and constitutes a legal, valid and binding agreement of a Denison Material Entity and such Denison Material Entity is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. Furthermore, all real and tangible personal property of the Denison US Group is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on the Denison US Group.

         
      (x)

    Mineral Reserves and Resources. The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of the Denison US Group disclosed in the Denison Public Disclosure Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of the Denison US Group, taken as a whole, from the amounts disclosed in the Denison Public Disclosure Documents.

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      (y)

    Operational Matters. Except as would not reasonably be expected to have a Material Adverse Effect on the Denison US Group:


      (i)

    all rentals, payments and obligations (including maintenance for unpatented mining claims), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the direct or indirect assets of the Denison US Group have been properly and timely paid or accrued;

         
      (ii)

    all mines, mining-related activities and mineral processing activities where a Denison Material Entity is operator at the relevant time have been developed and operated in accordance with good mining practices and in compliance with all applicable Laws;

         
      (iii)

    all mines located in or on the lands of any Denison Material Entity or lands pooled or unitized therewith, which have been abandoned by any Denison Material Entity have been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable Laws; and

         
      (iv)

    all future abandonment, remediation and reclamation obligations of the Denison US Group have been accurately disclosed publicly by Denison without omission of information that would result in a misrepresentation.


      (z)

    Insurance . Denison maintains policies of insurance relating to the US Mining Division with reputable insurers and in amounts covering such risks and with those deductibles as are adequate and usual for companies of similar size and operations in the mining and mineral processing industries. The policies and the coverage provided thereunder are in full force and effect and Denison is in good standing under each policy. Denison has not received notice of, nor has any knowledge of, any fact, condition or circumstance which might reasonably form the basis of any claim, dispute, liability, obligation, action, debt, proceeding or litigation against any Denison Material Entity which is not in all material respects covered by insurance (subject to standard deductibles) maintained by it and which could have a Material Adverse Effect on the Denison US Group.

         
      (aa)

    Environmental. Except as disclosed in the Denison Disclosure Memorandum or the Denison Public Disclosure Documents:


      (i)

    each Denison Material Entity has been and is operated in compliance with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Denison US Group;

         
      (ii)

    all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any Denison Material Entity of the real property, assets, mines and other facilities owned or used by any Denison Material Entity and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of Denison, any pending or threatened legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement or further Environmental Approvals, based on the execution of this Agreement or the consummation of the Arrangement, and to the knowledge of Denison, no proposals have been made to amend, revoke or replace such material Environmental Approvals;

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      (iii)

    the properties comprising the US Mining Division have not been used by any Denison Material Entity, or to the knowledge of Denison, any other person previously or currently in control of the properties comprising the US Mining Division, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. No Denison Material Entity, nor, to the knowledge of Denison, any other person in control of any of the properties comprising the US Mining Division, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of the properties comprising the US Mining Division, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. To the knowledge of Denison, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the properties comprising the US Mining Division have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. To the knowledge of Denison, there are no Hazardous Substances at, in, on, under or migrating from any of the properties comprising the US Mining Division, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on the Denison US Group;

         
      (iv)

    no Denison Material Entity nor any other person for whose actions Denison may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to Denison’s knowledge, any similar federal or state lists; (ii) to the knowledge of Denison, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against any Denison Material Entity, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. To the knowledge of Denison, no site or facility now or previously owned, operated or leased by any Denison Material Entity is listed or, to the knowledge of Denison, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action;

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    - 40 -

      (v)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect on the Denison US Group, no Denison Material Entity nor any other person for whose actions any Denison Material Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of Denison’s of the Denison US Group’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of Denison have a Material Adverse Effect on the Denison US Group; or (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of any Denison Material Entity; and

         
      (vi)

    except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to the Denison US Group, neither Denison nor any Denison Material Entity has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.


      (bb)

    Tax Matters. Except as disclosed in the Denison Public Disclosure Documents or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Denison US Group:


      (i)

    Denison and each member of the Denison US Group has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon, in Denison’s case as such matters relate to the Denison US Group only;

         
      (ii)

    Denison and each member of the Denison US Group has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld all Taxes, payroll deductions and other amounts required by Law to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it, in Denison’s case as such matters relate to the Denison US Group only;

         
      (iii)

    the charges, accruals and reserves for Taxes reflected on the DMHC Financial Statements and the White Canyon Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are adequate under IFRS to cover Taxes with respect to DMHC, White Canyon and any member of the Denison US Group accruing through the date hereof;

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      (iv)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Denison, threatened against any member of the Denison US Group that propose to assess Taxes in addition to those reported in the respective Tax Returns;

         
      (v)

    there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Denison, threatened against Denison that propose to assess Taxes on the Denison US Group in addition to those reported in the Tax Returns or that would otherwise impose tax obligations on the Denison US Group;

         
      (vi)

    no waiver of any statute of limitations with respect to Taxes has been given or requested with respect to any member of the Denison US Group;

         
      (vii)

    Denison will not owe any United States federal income tax as a result of Purchase and Sale Transaction; and

         
      (viii)

    Neither Denison nor any member of the Denison US Group has an unsatisfied withholding liability as that term is used in United States Treasury Regulation section 1.1445-3(c)(3).


      (cc)

    Pension and Employee Benefits. Where applicable, Denison and each Denison Material Entity has complied with all of the terms of the pension and other employee compensation and benefit obligations of Denison and such Denison Material Entity, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Denison or such Denison Material Entity other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Denison US Group.

         
      (dd)

    Reporting Status. Denison is a reporting issuer or its equivalent in each of the Provinces of Canada. The Denison Common Shares are listed on the TSX and the NYSE MKT.

         
      (ee)

    Reports. Since December 31, 2010, Denison has timely filed with the Securities Authorities, stock exchanges and all applicable self-regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it (such forms, reports, schedules, statements, certifications and other documents, including any financial statements or other documents, including any schedules included therein, are referred to herein as the “ Denison Public Disclosure Documents ”). The Denison Public Disclosure Documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (ii) complied with the requirements of applicable securities Laws, including the rules, policies and instruments of all Securities Authorities having jurisdiction over Denison, except where such non- compliance has not and would not reasonably be expected to have a Material Adverse Effect on the Denison US Group. Denison has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

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      (ff)

    Compliance with Laws. Except with respect to matters relating to the environment or Environmental Laws (which are addressed in Section 3.2(aa) above), each Denison Material Entity has complied with and is not in violation of any applicable Law other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Denison US Group.

         
      (gg)

    Restrictions on Business Activities. Except as disclosed in the Denison Disclosure Memorandum, there is no agreement, judgment, injunction, order or decree binding upon Denison or any Denison Material Entity that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any material business practice of any member of the Denison US Group or any acquisition of material property by any member of the Denison US Group or the conduct of business by the Denison US Group as currently conducted.

         
      (hh)

    No Cease Trade. Denison is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of Denison, no investigation or other proceedings involving Denison that may operate to prevent or restrict trading of any securities of Denison are currently in progress or pending before any applicable stock exchange or Securities Authority.

         
      (ii)

    No Option on Assets. Other than KEPCO or its Affiliates pursuant to the KEPCO Strategic Relationship Agreement, or as otherwise described or contemplated herein, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Denison or any member of the Denison US Group of any of the securities of any member of the Denison US Group or any of the material assets of the US Mining Division.

         
      (jj)

    Certain Contracts. Except as disclosed in the Denison Disclosure Memorandum, neither Denison nor any member of the Denison US Group is a party to or bound by any non- competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to: (i) limit the manner or the localities in which all or any material portion of the business of the US Mining Division; (ii) limit any business practice of any member of the Denison US Group in any material respect; or (iii) restrict any acquisition or disposition of any property by any member of the Denison US Group in any material respect.

         
      (kk)

    No Indebtedness. No member of the Denison US Group owes any money to, has any present loans to, has borrowed any monies from, or is otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with Denison and the Denison US Group.

         
      (ll)

    No Agreement to Merge. Except for the Letter Agreement and this Agreement, neither Denison nor any member of the Denison US Group has any agreement of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations which would affect or relate to the US Mining Division.

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      (mm)

    Disclosure Controls and Procedures. Denison has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by Denison under applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported within the time periods specified in the applicable Laws. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Denison in Denison’s reports and other filings under applicable laws (including applicable securities Laws) is accumulated and communicated to Denison’s management, including its President and Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

         
      (nn)

    Accounting Controls. Denison maintains internal control over financial reporting. Denison believes such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (i) pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of the assets of Denison; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS that the receipts and expenditures of Denison being made only in accordance with authorizations of management and directors of Denison; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Denison’s assets that could have a material effect on its financial statements. There are no significant deficiencies in the design or operation of, or material weaknesses in, Denison’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, and there is no known fraud that involves management or other employees who have a significant role in Denison’s internal control over financial reporting. Since December 31, 2010, Denison has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of Denison regarding questionable accounting or auditing matters.

         
      (oo)

    Disclosure of Material Contracts. Since December 31, 2010 all contracts and agreements required to be filed on SEDAR by Denison pursuant to applicable securities Laws have been filed on SEDAR by Denison and, except as set out in the Denison Disclosure Memorandum, or as contemplated herein, Denison has not approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets located in the United States or any interest therein or the sale, transfer or other disposition of any material property or assets located in the United States or any interest therein currently owned, directly or indirectly, by Denison, whether by asset sale, transfer of shares or otherwise.

         
      (pp)

    Foreign Private Issuer. Denison is a “foreign private issuer” as defined in Rule 405 under the 1933 Act.

         
      (qq)

    Investment Company Status. Denison is not registered, and is not required to be registered, as an “investment company”, under the 1940 Act.

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      (rr)

    Vote Required. Subject to the Interim Order, the Denison Shareholder Approval is the only vote of the holders of any class or series of the Denison Common Shares or Denison options, as applicable, necessary to approve this Agreement, the Arrangement.

         
      (ss)

    No Broker’s Commission. Except as disclosed in the Denison Disclosure Memorandum, Denison has not entered into any agreement that would entitle any person to any valid claim against Denison for a broker’s commission, finder’s fee or any like payment in respect of the Arrangement or any other matter contemplated by this Agreement.

         
      (tt)

    Property and Related Payments . Except as disclosed in the Denison Disclosure Memorandum, no member of the Denison US Group is required, pursuant to any agreement to which it is a party, to make any payment to earn or acquire an interest in any Denison Material Property or on account of any royalty in respect of any Denison Material Property, other than payments to Governmental Entities in the ordinary course of business.

         
      (uu)

    1934 Act Matters. Other than the Denison Common Shares, no securities of Denison or any of its Subsidiaries are registered or required to be registered under Section 12 of the 1934 Act.

         
      (vv)

    KEPCO Strategic Relationship Agreement. Denison delivered on April 17, 2012 the requisite notice to KEPCO as required pursuant to the KEPCO Strategic Relationship Agreement, and the KEPCO Waiver was received by Denison on May 14, 2012. As a result of the receipt of the KEPCO Waiver, the KEPCO Strategic Relationship Agreement shall not apply to EFI or any member of the Denison US Group following completion of the Arrangement.


    3.3

    Additional Disclosures

    All exceptions to the warranties and covenants in this Agreement that refer to the EFI Disclosure Memorandum, the EFI Public Disclosure Documents, the Denison Disclosure Memorandum, or the Denison Public Disclosure Documents shall mean the information disclosed in such documents as at the date of this Agreement. No information disclosed in any additional public filings or amendments or supplements to any such disclosure documents or memoranda by a Party after the date of this Agreement shall be binding on the other Party unless the other Party otherwise agrees in writing. A Party may consent in writing to changes to the representations and warranties of the other Party after the date of this Agreement.

    3.4

    Survival of Representations and Warranties

    The representations and warranties contained in this Agreement and the covenants and other obligations contained in this Agreement shall, except as otherwise provided in this Agreement, survive the execution and delivery of this Agreement and the completion of the Arrangement and shall continue for a period of six months from the Effective Date. Any investigation by EFI or Denison and their respective advisors shall not mitigate, diminish or affect the representations and warranties contained in this Agreement.

    ARTICLE 4 - COVENANTS

    4.1

    Covenants of EFI

    EFI hereby covenants and agrees with Denison as follows:

    B - 47


    - 45 -

      (a)

    Provide Information. Subject to obtaining any required consents or waivers (which EFI will use its reasonable commercial efforts to obtain) and subject to confidentiality obligations, EFI will provide Denison with reasonable access to its facilities, personnel, books, records and documents and promptly provide to Denison any information in the possession or control of EFI and relating to EFI that is reasonably requested by Denison or its counsel so that Denison may complete its due diligence investigations and prepare the Denison Proxy Circular.

         
      (b)

    Denison Proxy Circular. EFI hereby covenants that information furnished by EFI in connection with the Denison Proxy Circular will not contain, to the best of the knowledge of EFI, any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is provided. EFI shall use its reasonable commercial efforts to obtain consents of auditors and other advisors to use the use of financial, technical or other expert information in the Denison Proxy Circular.

         
      (c)

    EFI Meeting . EFI will convene and hold a special meeting of its shareholders (including any adjournment, the “ EFI Meeting ”) as soon as possible for the purpose of approving the issuance of the EFI Payment Shares contemplated hereunder, waiving the application of the EFI shareholder rights plan to the Arrangement (the “ EFI Resolution ”) and approving the EFI Share Consolidation, and in any event no later than July 31, 2012, or such other date that may be agreed to by EFI and Denison. Except as otherwise provided in this Agreement, EFI shall not adjourn or otherwise change the timing of the EFI Meeting without the prior written consent of Denison, such consent not to be unreasonably withheld.

         
      (d)

    EFI Proxy Circular. In connection with the EFI Meeting, as promptly as reasonably practicable, EFI shall prepare a management information circular including amendments thereto required as a result of the adjournment of the EFI Meeting (the “ EFI Proxy Circular ”) together with any other documents required by applicable Laws in connection with the approval of the EFI Resolution and the EFI Share Consolidation and EFI shall give Denison the opportunity to review and comment on the EFI Proxy Circular and all such other documents and the EFI Proxy Circular and all such other documents shall be reasonably satisfactory to Denison, acting reasonably, before they are filed or distributed to the shareholders of EFI, subject to any disclosure and filing obligations imposed by any Securities Authority or any stock exchange. EFI shall ensure that the EFI Proxy Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the EFI Proxy Circular does not contain any misrepresentation (other than with respect to any information relating solely to and provided by Denison, the accuracy of which information shall be the responsibility of Denison). In a timely and expeditious manner, EFI shall prepare (in consultation with Denison) and file any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to the EFI Proxy Circular (which amendments or supplements shall be in a form satisfactory to Denison, acting reasonably) with respect to the EFI Meeting and mail such amendments or supplements, in accordance with all applicable Laws, in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof.

    B - 48


    - 46 -

      (e)

    Exclusivity. Subject to Article 6, EFI agrees that, during the term of this Agreement, neither it, its affiliates nor any of their respective representatives, officers, directors, employees, advisors or agents will, directly or indirectly, make, solicit or initiate enquiries from, or the submission of proposals or offers from, any other Person relating to any Acquisition Proposal or participate in any discussions or negotiations regarding, or furnish to any other Person any further information with respect to, or otherwise co- operate in any way with, or assist or participate in or facilitate, any effort or attempt by any person to do or seek to do any of the foregoing and, to the extent any such discussions or negotiations have occurred with third parties prior to the date hereof, they shall be terminated immediately. For greater certainty, EFI may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of EFI to complete the Arrangement.

         
      (f)

    Ordinary Course. EFI shall conduct its business only in, and shall not take any action except in the usual, ordinary course of the business of EFI, consistent with the past practices of EFI or as contemplated by the EFI Disclosure Memorandum or this Agreement.

         
      (g)

    No Dividends, Amalgamation, Financings or Capital Reduction. EFI shall not, except as provided for in this Agreement or in the EFI Disclosure Memorandum, without prior consultation with and the consent of Denison, directly or indirectly do, agree to do, or permit to occur any of the following: (i) declare, set aside or pay any dividend or other distribution or payment in respect of any of the shares of EFI; (ii) adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of EFI or adopt any plan of liquidation; (iii) issue, or enter into any agreement providing for the issuance of, EFI Common Shares or securities exchangeable for, or convertible into, EFI Common Shares, other than pursuant to a private placement offering of EFI Common Shares and/or warrants to raise proceeds of up to Cdn$10,000,000; or (iv) reduce its stated capital.

         
      (h)

    Listing. EFI shall use its reasonable commercial efforts to cause the EFI Payment Shares to be listed on the TSX at the Effective Time as of the Effective Time.

         
      (i)

    Copy of Documents. Except for proxies and other non-substantive communications, EFI shall furnish promptly to Denison a copy of each notice, report, schedule or other document or communication delivered, filed or received by EFI in connection with this Agreement, the Arrangement, the EFI Meeting or any other meeting at which the EFI Shareholders are entitled to attend relating to special business, any filings made under any applicable Law and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the Purchase and Sale Transaction contemplated by this Agreement.

         
      (j)

    Certain Actions Prohibited. Other than as disclosed in the EFI Disclosure Memorandum, or in contemplation of or as required to give effect to the Arrangement, EFI shall not, without the prior written consent of Denison, directly or indirectly do or permit to occur any of the following except where to do so would be in the ordinary course of business and consistent with past practice:


      (i)

    issue, sell, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, EFI, other than the issue of EFI Common Shares pursuant to the exercise of EFI’s options or warrants, all as issued and outstanding on the date hereof in accordance with their terms as of the date hereof;

    B - 49


    - 47 -

      (ii)

    other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons), sell, lease or otherwise dispose of any property or assets or enter into any agreement or commitment in respect of any of the foregoing;

       
      (iii)

    amend or propose to amend the Articles or by-laws (or their equivalent) of EFI or any of the terms of outstanding options as they exist at the date of this Agreement;

       
      (iv)

    split, combine or reclassify any of the shares of EFI;

       
      (v)

    redeem, purchase or offer to purchase any EFI Common Shares and, other than pursuant to any EFI stock option plan, any options or obligations or rights under existing contracts, agreements and commitments;

       
      (vi)

    acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity;

       
      (vii)

    return capital to its shareholders or repay any indebtedness for borrowed money before it is due;

       
      (viii)

    (A) satisfy or settle any claim or dispute, except such as have been included in the financial statements of EFI or which are, individually or in the aggregate, in an amount in excess of US$100,000; (B) relinquish any contractual rights that are, individually or in the aggregate, in an amount in excess of US$100,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary course of business and not for speculative purposes;

       
      (ix)

    incur, authorize, agree or otherwise become committed to provide guarantees for borrowed money or incur, authorize, agree or otherwise become committed for any indebtedness for borrowed money;

       
      (x)

    enter into or amend any agreements, arrangements or transactions with any related entity;

       
      (xi)

    except as required by IFRS or any other generally accepted accounting principle to which EFI may be subject or any applicable Law, make any changes to the existing accounting practices of EFI or make any material tax election inconsistent with past practice; or

       
      (xii)

    enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (A) ordinary course expenditures; (B) expenditures required by law; and (C) expenditures made in connection with Arrangement.

    B - 50


    - 48 -

      (k)

    Insurance. EFI shall use its reasonable commercial efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of internationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect.

         
      (l)

    Certain Actions. EFI shall:


      (i)

    use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on EFI with respect to the Arrangement;

         
      (ii)

    not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement or would render, or that could reasonably be expected to render, any representation or warranty made by EFI in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on EFI, provided that EFI may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event EFI immediately notifies Denison in writing of such circumstances;

         
      (iii)

    promptly notify Denison of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of EFI; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by EFI of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of EFI contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect;

         
      (iv)

    obtain all third party consents and approvals and give any notices required under any of the EFI Material Agreements; and

         
      (v)

    subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the EFI Resolution (provided that, for the avoidance of doubt, EFI shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of EFI shall recommend) to all EFI Shareholders that they vote in favour of the EFI Resolution.


      (m)

    No Compromise. EFI shall not settle or compromise any claim brought by any present, former or purported holder of any securities of EFI in connection with the Arrangement prior to the Effective Time without the prior written consent of Denison.

    B - 51


    - 49 -

      (n)

    Contractual Obligations. EFI shall not, and shall not cause or permit any of the EFI Material Subsidiaries to, enter into, renew or modify in any respect any EFI Material Agreement except with the consent of Denison or insofar as may be necessary to permit or provide for the completion of the Arrangement or where to do so is in the ordinary course of business.

         
      (o)

    Satisfaction of Conditions. EFI shall use its reasonable commercial efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its reasonable control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using its reasonable commercial efforts to:


      (i)

    obtain the EFI Shareholder Approval in accordance with the OBCA and the requirements of the TSX and any other applicable Governmental Authority;

         
      (ii)

    obtain consents, approvals and authorizations as are required to be obtained by EFI under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the Arrangement or have a Material Adverse Effect on EFI;

         
      (iii)

    effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement and participate and appear in any proceedings of any party before any Governmental Entity;

         
      (iv)

    oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Arrangement or seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the Arrangement;

         
      (v)

    fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by EFI; and

         
      (vi)

    cooperate with Denison in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate EFI to pay or cause to be paid any monies to cause such performance to occur.


      (p)

    Representations. EFI shall use its reasonable commercial efforts to conduct its affairs so that all of the representations and warranties of EFI contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date, unless Denison consents to a change to any representation or warranty.

         
      (q)

    Closing Documents. EFI shall execute and deliver, or cause to be executed and delivered, at the closing of the Arrangement such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by Denison or Denison’s counsel, all in form satisfactory to Denison or Denison’s counsel, acting reasonably.

    B - 52


    - 50 -

      (r)

    Composition of Board. At the Effective Time, EFI shall take all actions necessary to reconfigure the board of directors to consist of ten (10) directors of whom two (2) will be the Additional Director Nominees.

         
      (s)

    Completion Date. EFI shall use its reasonable commercial efforts to complete the Arrangement on or prior to the Completion Deadline.

         
      (t)

    Agreements. Until the Effective Time, EFI shall not release any third party from any confidentiality or standstill agreement to which EFI and such third party are parties or amend any of the foregoing, and shall exercise all rights to require the return of information regarding EFI previously provided to such parties and shall exercise all rights to require the destruction of all materials including or incorporating any information regarding EFI.

         
      (u)

    Issuance of EFI Note and EFI Payment Shares. In accordance with the Plan of Arrangement and the sequence specified therein, EFI shall issue (i) the EFI Note to Denison and (ii) the EFI Payment Shares to the Denison Shareholders in repayment of the EFI Note pursuant to the Arrangement.

         
      (v)

    Insurance Claim Reimbursement. In the event that, following the Effective Date, EFI, a member of the Denison US Group or any other affiliate of EFI receives any payment from Denison’s insurer (or a successor thereto) with respect to the insurance claim relating to the failure of leach tanks #1 and #2 at the White Mesa mill, then EFI shall pay to Denison the amount paid by the insurer in respect of such claim, up to the total of Denison’s expenditures made on the replacement of the leach tanks.


    4.2

    Covenants of Denison

    Denison hereby covenants and agrees with EFI as follows:

      (a)

    Provide Information. Subject to obtaining any required consents or waivers (which Denison will use its reasonable commercial efforts to obtain) and subject to any confidentiality obligations, Denison will provide EFI with reasonable access to its facilities, personnel, books, records and documents and will promptly provide to EFI any information in the possession or control of Denison and relating to the US Mining Division that is reasonably requested by EFI or its counsel so that EFI may complete its due diligence investigations and prepare the EFI Proxy Circular.

         
      (b)

    EFI Proxy Circular . Denison hereby covenants that information furnished by Denison in connection with the EFI Proxy Circular will not contain, to the best of the knowledge of Denison, any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is provided. Denison shall use its reasonable commercial efforts to obtain consents of auditors and other advisors to use the use of financial, technical or other expert information in the EFI Proxy Circular.

         
      (c)

    Denison Meeting. Denison will convene and hold a special meeting of its shareholders (including any adjournment, the “ Denison Meeting ”) as soon as possible for the purpose of approving the Arrangement (the “ Denison Resolution ”) and in any event no later than July 31, 2012, or such other date that may be agreed to by EFI and Denison. Except as otherwise provided in this Agreement, Denison shall not adjourn or otherwise change the timing of the Denison Meeting without the prior written consent of EFI, such consent not to be unreasonably withheld.

    B - 53


    - 51 -

      (d)

    Denison Proxy Circular. In connection with the Denison Meeting, as promptly as reasonably practicable, Denison shall prepare a management information circular including amendments thereto required as a result of the adjournment of the Denison Meeting (the “ Denison Proxy Circular ”) together with any other documents required by applicable Laws in connection with the approval of the Denison Resolution and Denison shall give EFI the opportunity to review and comment on the Denison Proxy Circular and all such other documents and the Denison Proxy Circular and all such other documents shall be reasonably satisfactory to EFI, acting reasonably, before they are filed or distributed to the shareholders of Denison, subject to any disclosure and filing obligations imposed by any Securities Authority or any stock exchange. Denison shall ensure that the Denison Proxy Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Denison Proxy Circular does not contain any misrepresentation (other than with respect to any information relating solely to and provided by EFI, the accuracy of which information shall be the responsibility of EFI). In a timely and expeditious manner, Denison shall prepare (in consultation with EFI) and file any mutually agreed (or as otherwise required by applicable Laws) amendments or supplements to the Denison Proxy Circular (which amendments or supplements shall be in a form satisfactory to EFI, acting reasonably) with respect to the Denison Meeting and mail such amendments or supplements, in accordance with the Interim Order and all applicable Laws, in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof.

         
      (e)

    Exclusivity. Subject to Article 6, Denison agrees that, during the term of this Agreement, neither it, its affiliates nor any of their respective representatives, officers, directors, employees, advisors or agents will, directly or indirectly, make, solicit or initiate enquiries from, or the submission of proposals or offers from, any other Person relating to any Acquisition Proposal or participate in any discussions or negotiations regarding, or furnish to any other Person any further information with respect to, or otherwise co-operate in any way with, or assist or participate in or facilitate, any effort or attempt by any person to do or seek to do any of the foregoing and, to the extent any such discussions or negotiations have occurred with third parties prior to the date hereof, they shall be terminated immediately. For greater certainty, Denison may participate in any such discussion or negotiations in respect of transactions which would not materially impede the ability of Denison to complete the Arrangement, including, without limitation, a sale of any of the assets of Denison not owned by the Denison US Group, an acquisition of any other assets by Denison or a transaction involving an acquisition of Denison or other business combination which occurs following or subject to the completion of the Arrangement.

         
      (f)

    Ordinary Course. Denison and each member of the Denison US Group shall conduct the business of the US Mining Division only in, and shall not take any action except in the usual, ordinary course of business of such member of the Denison US Group and consistent with past practices of Denison or as contemplated in the Denison Disclosure Memorandum and except as contemplated by this Agreement.

    B - 54


    - 52 -

      (g)

    No Distributions. Denison will not permit the Denison US Group to transfer or distribute accounts receivable, inventories and/or material fixed assets related to the US Mining Division to Denison or a subsidiary of Denison other than the Denison US Group, other than as described in the Denison Disclosure Memorandum and in the ordinary course of business and consistent with past practices, and shall not make payments on account of the Acquired Debt except in the ordinary course of business and consistent with past practices as described in the Denison Disclosure Memorandum; provided that this Section 4.2(g) shall not restrict Denison, prior to the completion of the Transaction, from transferring to Denison or an affiliate of Denison other than the Denison US Group, by way of partial payment of the debt owed by the Denison US Group to Denison, amounts owing to the Denison US Group by certain subsidiaries of Denison, in an amount not exceeding US$10,000,000, as disclosed in the Denison Disclosure Memorandum.

         
      (h)

    Encumbrances. Denison will use its reasonable commercial efforts to cause all Encumbrances against the Denison US Group, including Encumbrances against the assets comprising the US Mining Division that are in place under the Denison Secured Credit Facility, to be released prior to the completion of the Arrangement.

         
      (i)

    Reclamation Account. Denison shall not withdraw any cash or assets from the Reclamation Account prior to the completion of the Arrangement. For greater certainty, it is acknowledged and agreed that upon completion of the Arrangement, the aggregate value of cash and investments in the Reclamation Account shall be not less than the value of the US mining and mill bonds posted as security for the reclamation obligations.

         
      (j)

    Copy of Documents. Except for proxies and other non-substantive communications, Denison shall furnish promptly to EFI a copy of each notice, report, schedule or other document or communication delivered, filed or received by Denison in connection with this Agreement, the Arrangement, the Interim Order, the Denison Meeting or any other meeting at which the Denison Shareholders are entitled to attend relating to special business, any filings made under any applicable Law and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the Arrangement.

         
      (k)

    Certain Actions Prohibited. Other than as disclosed in the Denison Disclosure Memorandum, or in contemplation of or as required to give effect to the Arrangement, Denison shall not, without the prior written consent of EFI, directly or indirectly do or permit to occur any of the following except where to do so would be in the ordinary course of business and consistent with past practice:


      (i)

    issue, sell, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, or encumber or create any Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, any member of the Denison US Group, all as issued and outstanding on the date hereof in accordance with their terms as of the date hereof;

         
      (ii)

    other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons), sell, lease or otherwise dispose of any property or assets of the Denison US Group, or enter into any agreement or commitment in respect of any of the foregoing;

    B - 55


    - 53 -

      (iii)

    amend or propose to amend the Articles or by-laws (or their equivalent) of any member of the Denison US Group as they exist at the date of this Agreement;

         
      (iv)

    split, combine or reclassify any of the shares of any member of the Denison US Group;

         
      (v)

    redeem, purchase or offer to purchase any securities issued by any member of the Denison US Group;

         
      (vi)

    cause or permit any member of the Denison US Group to acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity;

         
      (vii)

    cause or permit any member of the Denison US Group to return capital to its shareholders or repay any indebtedness for borrowed money before it is due;

         
      (viii)

    cause or permit any member of the Denison US Group to (A) satisfy or settle any claim or dispute which are, individually or in the aggregate, in an amount in excess of US$250,000; (B) relinquish any contractual rights that are, individually or in the aggregate, in an amount in excess of US$250,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary course of business and not for speculative purposes;

         
      (ix)

    cause or permit any member of the Denison US Group to incur, authorize, agree or otherwise become committed to provide guarantees for borrowed money or incur, authorize, agree or otherwise become committed for any indebtedness for borrowed money;

         
      (x)

    cause or permit any member of the Denison US Group to enter into or amend any agreements, arrangements or transactions with any related entity;

         
      (xi)

    except as required by IFRS or any other generally accepted accounting principle to which DMHC or White Canyon may be subject or any applicable Law, make any changes to the existing accounting practices of DMHC or White Canyon;

         
      (xii)

    cause or permit any member of the Denison US Group to enter into, new commitments of a capital expenditure nature or incur any new contingent liabilities other than (A) expenditures in the ordinary course of business; (B) expenditures required by law; and (C) expenditures made in connection with the Arrangement as contemplated in this Agreement; or

         
      (xiii)

    with respect to any member of the Denison US Group (A) fail to prepare and timely file all Tax Returns required to be filed before the Effective Date (taking into account any timely filed extensions) or timely withhold and remit any employment Taxes; (B) file any amended Tax Return; (C) make or change any election with respect to Taxes; or (D) settle or compromise any material Tax liability, enter into any Tax closing agreement, surrender any right to claim a refund of Taxes, waive any statute of limitations regarding any Tax, agree to any extension of time regarding the assessment of any Tax deficiency or take any other similar action relating to any Tax.

    B - 56


    - 54 -

      (l)

    Employment Arrangements. Denison shall not, without the prior written consent of EFI and where applicable the TSX, enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of any member of the Denison US Group.

         
      (m)

    Certain Actions. Denison shall:


      (i)

    carry out the terms of the Interim Order (including mailing the Denison Proxy Circular to Denison Shareholders as ordered by the Interim Order) and the Final Order applicable to it and use its reasonable commercial efforts to comply promptly with all requirements which applicable Law may impose on Denison with respect to the Arrangement;

         
      (ii)

    not take any action, or refrain from taking any action (subject to reasonable commercial efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the Arrangement or would render, or that could reasonably be expected to render, any representation or warranty made by Denison in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on the Denison US Group, provided that Denison may take any such action or refrain from taking such action (subject to reasonable commercial efforts) as a result of this Agreement, in the event Denison immediately notifies EFI in writing of such circumstances;

         
      (iii)

    promptly notify EFI of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Denison or the Denison US Group; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by Denison of any covenant or agreement contained in this Agreement; and (D) any event occurring subsequent to the date hereof that would render any representation or warranty of Denison contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect;

         
      (iv)

    obtain all third party consents and approvals and give any notices required under any of the Denison Material Agreements; and

         
      (v)

    subject to the terms of this Agreement: (A) take all commercially reasonable lawful action to solicit proxies in favour of the Denison Resolution (provided that, for the avoidance of doubt, Denison shall not be required to engage a third party proxy solicitation firm unless it determines to do so in its own discretion); and (B) recommend (and the board of directors of Denison shall recommend) to all Denison Shareholders that they vote in favour of the Denison Resolution.

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      (n)

    Contractual Obligations. Denison shall not cause or permit any member of the Denison US Group to enter into, renew or modify in any respect any material contract, agreement, lease, commitment or arrangement to which such member of the Denison US Group is a party or by which it is bound, except with the consent of EFI or insofar as may be necessary to permit or provide for the completion of the Arrangement or where to do so is in the ordinary course of business.

         
      (o)

    Net Working Capital. If necessary, Denison shall loan such funds to DMHC (which loans shall form part of the Acquired Debt to be assigned to EFI) as are necessary to satisfy the condition concerning consolidated net working capital of the Denison US Group set out in Section 5.2(d) of this Agreement.

         
      (p)

    Satisfaction of Conditions. Denison shall use its reasonable commercial efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its reasonable control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using its reasonable commercial efforts to:


      (i)

    obtain the Denison Shareholder Approval in accordance with the provisions of the OBCA, the Interim Order and the requirements of any applicable Governmental Authority;

         
      (ii)

    obtain all other consents, approvals and authorizations as are required to be obtained by Denison under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the Arrangement or have a Material Adverse Effect on Denison or the Denison US Group;

         
      (iii)

    effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement and participate and appear in any proceedings of any party before any Governmental Entity;

         
      (iv)

    oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Arrangement or seeking to stop, or otherwise adversely affecting the ability of the parties to consummate, the Arrangement;

         
      (v)

    fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Denison; and

         
      (vi)

    cooperate with EFI in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Denison to pay or cause to be paid any monies to cause such performance to occur.


      (q)

    Representations. Denison shall use its reasonable commercial efforts to conduct its affairs so that all of the representations and warranties of Denison contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date, unless EFI consents to a change to any representation or warranty.

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      (r)

    Closing Documents. Denison shall execute and deliver, or cause to be executed and delivered, at the closing of the Arrangement such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by EFI or EFI’s counsel, all in form satisfactory to EFI or EFI’s counsel, acting reasonably.

         
      (s)

    Completion Date. Denison shall use its reasonable commercial efforts to complete the Arrangement on or prior to the Completion Deadline.

         
      (t)

    Agreements. Until the Effective Time, Denison shall not release any third party from any confidentiality or standstill agreement to which Denison and such third party are parties with respect to a potential acquisition of the Denison US Division or amend any of the foregoing and shall exercise all rights to require the return of information regarding the Denison US Division previously provided to such parties and shall exercise all rights to require the destruction of all materials including or incorporating any information regarding the Denison US Division.

    ARTICLE 5 - CONDITIONS

    5.1

    Mutual Conditions

    The obligations of EFI and Denison to complete the Arrangement shall be subject to the satisfaction of each of the following mutual conditions at or before the Effective Time:

      (a)

    KEPCO Offtake Agreement. Either:


      (i)

    the rights and obligations of Denison under the uranium offtake agreement dated June 15, 2009 among Denison, KEPCO and Korea Hydro & Nuclear Power Co., Ltd. (the “ KEPCO Offtake Agreement ”) shall have been assigned to and assumed by EFI, DMHC or another member of the Denison US Group, and KEPCO shall have provided its consent to such assignment and released Denison from its obligations thereunder; or

         
      (ii)

    in the event that KEPCO shall not have provided its consent to the assignment contemplated in subsection 5.1(a)(i) above, Denison and EFI shall have entered into an agreement (the “ Denison Offtake Agreement ”) pursuant to which EFI will agree to supply to Denison, and Denison will agree to purchase from EFI, sufficient U 3 O 8 concentrates to satisfy Denison’s obligation to deliver the minimum quantities specified in Section 2.02 of the KEPCO Offtake Agreement; the Denison Offtake Agreement shall be in form and substance satisfactory to each of Denison and EFI, shall have provisions relating to pricing, delivery mechanics, minimum delivery requirements, and damages upon default that are substantially equivalent to those set forth in the KEPCO Offtake Agreement and shall otherwise include customary terms and conditions for an agreement of its nature;


      (b)

    Orders. The Interim Order and the Final Order shall have been granted on terms acceptable to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably.

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      (c)

    Denison Shareholder Approval. The shareholders of Denison shall have approved the Arrangement, including this Agreement, and shall have approved or consented to such other matters as Denison shall consider necessary or desirable in connection with the Arrangement, acting reasonably.

         
      (d)

    EFI Shareholder Approval. The shareholders of EFI shall have approved the issuance of the EFI Payment Shares and consented to the waiver of the application of EFI’s shareholder rights plan to the Arrangement and shall have approved or consented to such other matters as EFI shall consider necessary or desirable in connection with the Arrangement, acting reasonably.

         
      (e)

    Consents. Approval of the TSX and the NYSE MKT and all necessary consents, waivers, permits, exemptions, order and approvals of, and any registrations and filings with, any Governmental Entity, all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, which either EFI or Denison shall consider necessary or advisable, acting reasonably, in connection with the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party, acting reasonably.

         
      (f)

    No Lawsuits. Except for the matters disclosed in the EFI Disclosure Memorandum, there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or other person, in each case that has a reasonable likelihood of success: (i) seeking to prohibit or restrict the acquisition by EFI of any DMHC Shares or White Canyon Shares, seeking to restrain or prohibit the consummation of the Plan of Arrangement or seeking to obtain from EFI or Denison any damages that are material in relation to Denison taken as a whole or material to EFI taken as a whole; (ii) seeking to prohibit or materially limit the ownership or operation by EFI of any portion of the business or assets of the Denison US Group or to compel EFI to dispose of or hold separate any portion of the business or assets of the Denison US Group as a result of the Arrangement; (iii) seeking to impose limitations on the ability of EFI to acquire or hold, or exercise full rights of ownership of, any DMHC Shares or White Canyon Shares, including the right to vote such shares purchased by it on all matters; (iv) seeking to prohibit EFI from effectively controlling the business or operations of the Denison US Group; or (v) which otherwise is reasonably likely to have a Material Adverse Effect on EFI taken as a whole or the Denison US Group taken as a whole.

         
      (g)

    No Action. There shall have been no action taken under any applicable Law or by any government or governmental or Regulatory Authority which:


      (i)

    makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement; or

         
      (ii)

    results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which is, or could be, reasonably expected to have a Material Adverse Effect on EFI taken as a whole or the Denison US Group taken as a whole, respectively.


      (h)

    Prospectus Exemptions. The distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities Laws either by virtue of exemptive relief from the Securities Authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities Laws and shall not be subject to resale restrictions under applicable Canadian securities Laws (other than as applicable to control persons).

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      (i)

    U.S. Registration Exemption. The Denison New Common Shares, the interests in the EFI Note and the EFI Payment Shares shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall otherwise be in compliance with all U.S. Securities Laws.

         
      (j)

    Listing of EFI Common Shares . The EFI Common Shares to be issued to holders of Denison Common Shares in connection with the Arrangement shall have been conditionally approved for listing on the TSX, subject to official notice of issuance and other normal conditions.

         
      (k)

    No Termination. This Agreement shall not have been terminated pursuant to Section 6.2 hereof.

    The foregoing conditions are for the mutual benefit of the Parties and may be waived only with the consent of both of the Parties. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the satisfaction thereof, then, subject to Section 5.4, Section 6.2 and Section 6.3, either Party may terminate this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such Party.

    5.2

    Conditions of EFI

    The obligations of EFI to complete the Arrangement shall be subject to the satisfaction of each of the following conditions precedent in full at or before the Effective Time:

      (a)

    Performance by Denison. Denison shall have performed and complied with all of the covenants, obligations and agreements under this Agreement to be performed by or complied with by Denison prior to the Effective Date, to the satisfaction of EFI, acting reasonably.

         
      (b)

    Representations and Warranties. The representations and warranties made by Denison in this Agreement shall be true and correct as of the Effective Date with the same effect as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and Denison shall have provided to EFI a certificate of two officers thereof certifying such accuracy on the Effective Date. No representation or warranty made by Denison hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the Denison Disclosure Memorandum, or provided for or stated to be exceptions under this Agreement.

         
      (c)

    No Material Adverse Effect . There shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect on the US Mining Division.

         
      (d)

    Working Capital. The consolidated net working capital of the Denison US Group as of the Effective Date shall be not less than US$28,000,000, provided that, in calculating the working capital, amounts owing pursuant to the Acquired Debt will be disregarded as current liabilities of the Denison US Group.

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      (e)

    No Encumbrances. At the Effective Time, there shall be no Encumbrances on the DMHC Shares, the White Canyon Shares, the Acquired Debt or the assets of the Denison US Group, other than Permitted Encumbrances.

         
      (f)

    Support Agreements. Each of the Denison Shareholders who has entered into a Denison Support Agreement with EFI shall have complied in all material respects with its Denison Support Agreement.

         
      (g)

    No Material Change in Employment Arrangements . There shall have been no material change in the existing employment or consulting arrangements of any senior officer of any Denison Material Entity from the date hereof and no Denison Material Entity shall have hired any additional senior officers.

         
      (h)

    No Modification . The board of directors of Denison shall not have modified or amended, in a manner adverse to EFI, prior to the Denison Meeting, its recommendation that Denison Shareholders vote in favour of the Denison Resolution, provided that, for the avoidance of doubt, for the purposes of this subsection 5.2(h), a resolution confirming the recommendation that Denison Shareholders vote in favour of the Denison Resolution that is not unanimous shall not be considered a modification or amendment to the board of directors’ existing recommendation.

         
      (i)

    Necessary Corporate Actions Taken . The board of directors of Denison shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Denison to permit the consummation of the Arrangement, in form and substance satisfactory to EFI, acting reasonably.

         
      (j)

    Denison Deliverables. Denison shall have caused to be delivered to EFI the following:


      (i)

    Certificates representing the Purchased Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as EFI reasonably requests to effectively transfer to EFI title to the Purchased Shares free and clear of all Encumbrances;

         
      (ii)

    Original share registers, share transfer ledgers, minute books and corporate seals (if any) of each of DMHC and White Canyon;

         
      (iii)

    An assignment of the Acquired Debt in form and substance satisfactory to EFI, acting reasonably;

         
      (iv)

    All other books, records, files and papers of each of DMHC and White Canyon, including computer programs (including source codes and software programs), computer manuals, computer data, financial and tax working papers, financial and tax books and records, personnel and employment records and minute and share certificate books;

         
      (v)

    A certified copy of resolutions of the board of directors and shareholders of each of DMHC and White Canyon consenting to the transfer of the Purchased Shares to EFI as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by DMHC and White Canyon, respectively;

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      (vi)

    Written resignations of those directors and officers of each of DMHC and White Canyon specified by EFI, in each case with effect from the Effective Time;

         
      (vii)

    Such other documentation as EFI reasonably requests on a timely basis in order to establish the completion of the Arrangement and the taking of all corporate proceedings in connection with the Arrangement, in each case in form and substance satisfactory to EFI, acting reasonably.

    The foregoing conditions are for the exclusive benefit of EFI and may be waived, in whole or in part, by EFI in writing at any time. If any of such conditions shall not be complied with or waived by EFI on or before the Effective Time or, if earlier, the date required for the performance thereof, then, subject to Section 5.4 and Section 6.2 and Section 6.3, EFI may terminate this Agreement by written notice to Denison in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by EFI.

    5.3

    Conditions of Denison

    The obligation of Denison to complete the Arrangement shall be subject to the satisfaction of each of the following conditions precedent in full at or before the Effective Time:

      (a)

    Performance by EFI. EFI shall have performed and complied with all of the covenants and obligations under this Agreement to be performed by or complied with by EFI prior to the Effective Date, to the satisfaction of Denison, acting reasonably.

         
      (b)

    Representations and Warranties. The representations and warranties made by EFI in this Agreement shall be true and correct as of the Effective Date with the same effect as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and EFI shall have provided to Denison a certificate of two officers thereof certifying such accuracy on the Effective Date. No representation or warranty made by EFI hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the EFI Disclosure Memorandum, or provided for or stated to be exceptions under this Agreement.

         
      (c)

    No Material Adverse Effect. There shall not have been any event or change that has had or would reasonably be expected to have a Material Adverse Effect on EFI.

         
      (d)

    Working Capital. The consolidated working capital of EFI as of the Effective Date, without giving effect to the Arrangement, shall be not less than US$4,000,000.

         
      (e)

    Support Agreements. Each of the EFI Shareholders who has entered into an EFI Support Agreement with Denison shall have complied in all material respects with its EFI Support Agreement.

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      (f)

    No Modification. The board of directors of EFI shall not have modified or amended, in a manner adverse to Denison, prior to the EFI Meeting, its recommendation that EFI Shareholders vote in favour of the EFI Resolution, provided that, for the avoidance of doubt, for the purposes of this Section 5.3(f), a resolution confirming the recommendation that EFI Shareholders vote in favour of the EFI Resolution that is not unanimous shall not be considered a modification or amendment to the board of directors’ existing recommendation.

         
      (g)

    Necessary Corporate Actions Taken . The board of directors of EFI shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by EFI to permit the consummation of the Arrangement and the other transaction contemplated hereby, including the appointment of the Additional Director Nominees to the board of directors of EFI effective at the Effective Time.

         
      (h)

    Dissents. Denison Shareholders holding no more than 5% of the outstanding Denison Common Shares shall have exercised the right to dissent contemplated by Section 4.1 of the Plan of Arrangement (and not withdrawn such exercise).

         
      (i)

    EFI Deliverables . EFI shall have caused to be delivered to Denison the following:


      (i)

    the EFI Note;

         
      (ii)

    evidence that it has irrevocably instructed the registrar and transfer agent for the EFI Common Shares to issue the EFI Payment Shares to the Denison Shareholders in accordance with the Plan of Arrangement;

         
      (iii)

    a certified copy of the proceedings of the EFI board of directors giving effect to the appointment of the Additional Director Nominees effective as of the Effective Time; and

         
      (iv)

    such other documentation as Denison reasonably requests on a timely basis in order to establish the completion of the Arrangement and the taking of all corporate proceedings in connection with the Arrangement, in each case in form and substance satisfactory to Denison, acting reasonably.

    The foregoing conditions are for the benefit of Denison and may be waived, in whole or in part, by Denison in writing at any time. If any of such conditions shall not be complied with or waived by Denison on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4 and Section 6.2 and Section 6.3, Denison may terminate this Agreement by written notice to EFI in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Denison.

    5.4

    Notice and Cure Provisions

    Each Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could:

      (a)

    cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;

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      (b)

    result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party prior to the Effective Date; or

         
      (c)

    result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 5.1, Section 5.2 and Section 5.3 hereof, as the case may be.

    Neither Party may (a) elect not to complete the Arrangement by virtue of the conditions contained in Section 5.1, Section 5.2 and Section 5.3 hereof, as applicable, not being satisfied or waived or (b) exercise any termination right arising therefrom; unless (i) promptly and in any event prior to the Effective Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Denison Meeting or EFI Meeting, then such meeting(s) shall be adjourned or postponed until the expiry of such period.

    5.5

    Merger of Conditions

    Upon the issuance of the Final Order and the closing of the Arrangement, the conditions set out in Section 5.1, Section 5.2 and Section 5.3 hereof shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Effective Time.

    ARTICLE 6 - SUPERIOR PROPOSALS AND TERMINATION

    6.1

    Covenants Regarding Superior Proposals


      (a)

    Notice. A Party (in this Section 6.1, a “ Receiving Party ”) shall promptly (and in any event within 24 hours) notify the other Party (in this Section 6.1, a “ Notified Party ”), at first orally and then in writing, of any proposal, inquiry, offer or request received by the Receiving Party or its Representatives: (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or (iii) for non-public information relating to the Receiving Party or a Subsidiary of the Receiving Party, access to properties, books and records or a list of the holders of the Receiving Party shares or the shareholders of any Subsidiary of the Receiving Party. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions thereof and the Receiving Party shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that the Notified Party may reasonably request. The Receiving Party shall keep the Notified Party promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by the Notified Party with respect thereto.

         
      (b)

    Superior Proposal. Following the receipt by the Receiving Party of a bona fide written Acquisition Proposal made after the date of this Agreement (that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the date hereof in contravention of Section 4.1(e) or Section 4.2(e), as the case may be), the Receiving Party and its Representatives may:

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      (i)

    contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

         
      (ii)

    if the board of directors of the Receiving Party (the “ Receiving Party Board ”) determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal:


      A.

    furnish information with respect to the Receiving Party and its Subsidiaries to the person making such Acquisition Proposal and its Representatives only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to the Receiving Party than those contained in the Confidentiality Agreement, and which also includes a standstill covenant that prohibits such person, for a period of 6 months, from acquiring, or offering to acquire, any equity securities of the Receiving Party, provided that the Receiving Party sends a copy of such confidentiality agreement to the Notified Party promptly following its execution and the Notified Party is promptly provided with a list of, and access to (to the extent not previously provided to the Notified Party) the information provided to such person; and

         
      B.

    engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives provided that all such information access and discussions shall cease during the Match Period (as defined below).


      (c)

    Change in Recommendation. Notwithstanding Section 6.1(b), the Receiving Party may (i) enter into an agreement (other than a confidentiality agreement contemplated by subsection 6.1(b)(ii)A hereof) with respect to an Acquisition Proposal that is a Superior Proposal and/or (ii) withdraw, modify or qualify its approval or recommendation of the Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided:


      (i)

    the Receiving Party shall have complied with its obligations under Section 4.1(e) or Section 4.2(e), as the case may be, and under this Section 6.1;

         
      (ii)

    the Receiving Party Board has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal;

         
      (iii)

    the Receiving Party has delivered written notice to the Notified Party of the determination of the Receiving Party Board that the Acquisition Proposal is a Superior Proposal and of the intention of the Receiving Party Board to approve or recommend such Superior Proposal and/or of the Receiving Party to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Receiving Party and a summary of the valuation analysis attributed by the Receiving Party Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors (the “ Superior Proposal Notice ”);

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      (iv)

    at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Notified Party, which five Business Day period is referred to as the “ Match Period ” and the exclusivity period in Section 4.1(e) or Section 4.2(e), as the case may be, shall automatically be extended so as to terminate no earlier than the second Business Day after the end of the Match Period;

         
      (v)

    if the Notified Party has offered to amend the terms of the Arrangement and this Agreement during the Match Period pursuant to paragraph (d) below, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by the Notified Party at the termination of the Match Period; and

         
      (vi)

    the Receiving Party terminates this Agreement in compliance with the terms of this Section 6.1 and the Receiving Party has previously paid or, concurrently with termination, pays in cash the termination payment referred to in Section 6.3 to the Notified Party.


      (d)

    Amendments. During the Match Period, the Notified Party shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and this Agreement and the Receiving Party shall cooperate with the Notified Party with respect thereto, including negotiating in good faith with the Notified Party to enable the Notified Party to make such adjustments to the provisions of the Arrangement and this Agreement as the Notified Party deems appropriate and as would enable the Notified Party to proceed with the Arrangement on such adjusted provisions. The Receiving Party Board shall review any such offer by the Notified Party to amend the terms of the Arrangement and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether the Notified Party’s offer to amend the Arrangement and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by the Notified Party. If the Receiving Party Board determines that the Acquisition Proposal would cease to be a Superior Proposal, the Receiving Party and the Notified Party shall enter into an amendment to this Agreement reflecting the offer by the Notified Party to amend the terms of the Arrangement and this Agreement.

         
      (e)

    Successive Modifications. Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Section 6.1.


    6.2

    Termination

    This Agreement may be terminated:

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      (a)

    by either party if the conditions precedent to completion of the Arrangement set out in Section 5.1, Section 5.2 and Section 5.3, are not satisfied and are not reasonably capable of being satisfied on or prior to the Completion Deadline;

         
      (b)

    by either party if such party determines, acting reasonably, that it or the other party will not be able to obtain the consents and approvals referred to in Sections 5.1(b), 5.1(c) and 5.1(d) in form satisfactory to either party, acting reasonably;

         
      (c)

    by either party in accordance with Section 6.1 if such party receives a Superior Proposal;

         
      (d)

    by either party if such party determines that the representations and warranties of the other party set out in this Agreement are materially incorrect, and are not capable of being corrected or remedied within a reasonable time period; or

         
      (e)

    by either party if such party determines that the other party has not complied with its material obligations under this Agreement within the time period provided for herein or therein.


    6.3

    Termination Payment


      (a)

    In the event that this agreement is terminated:


      (i)

    as a consequence of the failure to obtain the approval of Denison shareholders as contemplated by Section 5.1(c) if a third party has announced prior to the time of the Denison Meeting an Acquisition Proposal relating to Denison or an intention to make an Acquisition Proposal relating to Denison, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison Meeting;

         
      (ii)

    by Denison pursuant to Section 6.2(c);

         
      (iii)

    by EFI pursuant to Section 6.2(d) or Section 6.2(e),


     

    then Denison shall pay a termination payment in the amount of Cdn$3,000,000 as liquidated damages for the loss of Denison’s rights under this Agreement to EFI at the time of such termination in immediately available funds. Denison shall not be obligated to make more than one payment pursuant to this Section 6.3(a). Denison hereby acknowledges that the payment amount set out in this section is a payment of liquidated damages which are a genuine pre-estimate of the damages which EFI will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. Denison hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the amount set out in this subsection by EFI, EFI shall have no further claim against Denison in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude EFI from seeking injunctive relief to restrain any breach or threatened breach by Denison of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting a bond or security in connection therewith as described in Section 8.4.

         
      (b)

    In the event that this Agreement is terminated:

    B - 68


    - 66 -

      (i)

    as a consequence of the failure to obtain the approval of EFI Shareholders as contemplated by Section 5.1(d) if a third party has announced prior to the time of the EFI Meeting an Acquisition Proposal relating to EFI or an intention to make an Acquisition Proposal relating to EFI, in either case which represents a Superior Proposal, and such proposal or intention is still in effect at the time of the Denison Meeting;

         
      (ii)

    by EFI pursuant to Section 6.2(c); or

         
      (iii)

    by Denison pursuant to Section 6.2(d) or Section 6.2(e),

    then EFI shall pay a termination payment in the amount of Cdn$3,000,000 as liquidated damages for the loss of EFI’s rights under this Agreement to Denison at the time of such termination in immediately available funds. EFI shall not be obligated to make more than one payment pursuant to this Section 6.3(b) . EFI hereby acknowledges that the payment amount set out in this section is a payment of liquidated damages which are a genuine pre-estimate of the damages which Denison will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. EFI hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of the amount set out in this subsection by Denison, Denison shall have no further claim against EFI in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude Denison from seeking injunctive relief to restrain any breach or threatened breach by EFI of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting a bond or security in connection therewith as described in Section 8.4.

    6.4

    Reimbursement of Expenses

    In the event that the Arrangement is not completed due to the condition in Section 5.3(h) not being satisfied as a result of KEPCO exercising its dissent rights contemplated by Section 4.1 of the Plan of Arrangement, then Denison shall reimburse EFI for its reasonable costs and expenses incurred in connection with the transactions contemplated by this Agreement, provided that Denison’s reimbursement obligation under this Section 6.4 shall not exceed Cdn$1,000,000.

    ARTICLE 7- AMENDMENT

    7.1

    Amendment

    This Agreement may, at any time and from time to time before or after the holding of the Denison Meeting or EFI Meeting, be amended by mutual written agreement of the Parties without, subject to applicable Law, further notice to or authorization on the part of the Denison Shareholders or the EFI Shareholders, as the case may be, and any such amendment may, without limitation:

      (a)

    change the time for the performance of any of the obligations or acts of any Party;

         
      (b)

    waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

    B - 69


    - 67 -

      (c)

    waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties; and

         
      (d)

    waive compliance with or modify any condition herein contained;

    provided, however, that notwithstanding the foregoing: (i) following the Denison Meeting, the principal amount of the EFI Note and number of EFI Payment Shares shall not be amended (other than to reflect the EFI Share Consolidation) without the approval of the Denison Shareholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court; (ii) following the EFI Meeting, the principal amount of the EFI Note and number of EFI Payment Shares shall not be amended (other than to reflect the EFI Share Consolidation) without the approval of the EFI Shareholders; and (iii) this Agreement and the Plan of Arrangement may be amended, in accordance with the Final Order but, in the event that the terms of the Final Order require any such amendment, the rights of the Parties under Section 5.2, Section 5.3, Section 6.1 and Section 7.2 hereof shall remain unaffected.

    7.2

    Mutual Understanding Regarding Amendments


      (a)

    In addition to the Arrangement or at the request of a Party, the Parties will continue from and after the date hereof and through and including the Effective Date to use their respective reasonable commercial efforts to maximize present and future planning opportunities for Denison, the Denison Shareholders and EFI and the EFI Shareholders as and to the extent that the same shall not prejudice any Party or the shareholders thereof. The parties will ensure that such planning activities do not impede the progress of the Arrangement in any material way.

         
      (b)

    The Parties agree that, if either Party proposes to the other Party any amendment to this Agreement or the Plan of Arrangement, both Parties will reasonably consider such amendment. The Parties further agree that if neither Party nor its respective shareholders will be materially prejudiced, and the completion of the Arrangement will not be delayed, by reason of any such amendment, then the Parties will co-operate to, subject to applicable Laws, effect the amendment or amendments.

    ARTICLE 8 - GENERAL

    8.1

    Denison Indemnity


      (a)

    Indemnification by Denison . Denison shall indemnify and save harmless EFI and the Denison US Group from, and shall pay to EFI and the Denison US Group, on demand, the amount of any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, suffered or incurred by EFI or the Denison US Group, directly resulting from or arising out of any act, omission or state of facts and any demand, action, investigation, inquiry, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto (a “ Claim ”), including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or compromise relating thereto (“ Losses ”), as a result of or arising in connection with:


      (i)

    any inaccuracy of or any breach of any representation or warranty made by Denison in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not EFI relied on or had knowledge of it;

    B - 70


    - 68 -

      (ii)

    the litigation relating to the contractor for the construction of tailings pond cell 4b at the White Mesa Mill, provided that Denison shall be entitled to receive the proceeds of any amounts received or recovered by Denison or by the Denison US Group as a result of a favourable ruling in favour of Denison or the Denison US Group in connection with such litigation;

         
      (iii)

    any severance payments payable to employees of the Denison US Group who are entitled to receive such severance payments due to the change of control of DMHC resulting from the Transaction; and

         
      (iv)

    any Claim against, or Losses suffered by, EFI arising from matters which occurred prior to the Effective Date relating to White Canyon as a corporate entity, not including its former subsidiary Utah Energy Corporation or the assets thereof.


      (b)

    Notice of Claim. EFI or the Denison US Group, promptly on becoming aware of any circumstances that have given or could give rise to a Claim, shall give notice of those circumstances to Denison. The notice will specify with reasonable particularity (to the extent the information is available) the factual basis for the Claim and the amount of the Losses, if known. The failure to give, or delay in giving, a notice does not relieve Denison of its obligations except and only to the extent of any prejudice caused to Denison by that failure or delay.

         
      (c)

    Investigation . Following receipt of a notice in respect of a Claim, Denison has 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of that investigation, EFI shall make available to Denison the information relied on by EFI or the Denison US Group to substantiate the Claim, together with such information as Denison may reasonably request. If the Parties agree at or prior to the expiry of this 60 day period (or prior to the expiry of any extension of this period agreed to by the Parties) as to the validity and amount of that Claim, Denison shall immediately pay to EFI or the Denison US Group the full amount as agreed to by the Parties of the Claim. For clarity, EFI is deemed to have incurred or suffered Losses as of and from the Effective Date as a consequence of any reduction in the value of the US Mining Division resulting from an inaccuracy or breach of any representation or warranty by Denison under this Agreement.


    8.2

    EFI Indemnity


      (a)

    Indemnification by EFI . EFI shall indemnify and save harmless Denison from, and shall pay to Denison, on demand, the amount of any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, suffered or incurred by Denison directly resulting from or arising out of any act, omission or state of facts and any Claim, including any Losses, as a result of or arising in connection with any inaccuracy of or any breach of any representation or warranty made by EFI in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not Denison relied on or had knowledge of it.

         
      (b)

    Notice of Claim. Denison, promptly on becoming aware of any circumstances that have given or could give rise to a Claim, shall give notice of those circumstances to EFI, The notice will specify with reasonable particularity (to the extent the information is available) the factual basis for the Claim and the amount of the Losses, if known. The failure to give, or delay in giving, a notice does not relieve EFI of its obligations except and only to the extent of any prejudice caused to EFI by that failure or delay.

    B - 71


    - 69 -

      (c)

    Investigation . Following receipt of a notice in respect of a Claim, EFI has 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of that investigation, Denison shall make available to EFI the information relied on by Denison to substantiate the Claim, together with such information as EFI may reasonably request. If the Parties agree at or prior to the expiry of this 60 day period (or prior to the expiry of any extension of this period agreed to by the Parties) as to the validity and amount of that Claim, EFI shall immediately pay to Denison the full amount as agreed to by the Parties of the Claim. For clarity, Denison is deemed to have incurred or suffered Losses as of and from the Effective Date as a consequence of any reduction in the value of the EFI Payment Shares resulting from an inaccuracy or breach of any representation or warranty by EFI under this Agreement.


    8.3

    Notices

    Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand to the Party to which the notice is to be given at the following address or sent by facsimile to the following numbers or to such other address or facsimile number as shall be specified by a party by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by facsimile be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 4:00 p.m. (Toronto time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

    The address for service of each of the parties shall be as follows:

      (a)

    if to EFI:

    44 Union Blvd., Suite 600
    Lakewood, CO 80228
    USA

    Attention: Stephen P. Antony, President and Chief Executive Officer
    Facsimile: 303-974-2141

    With a copy to:

    Borden Ladner Gervais LLP
    Scotia Plaza, 40 King Street West
    Toronto, ON M5H 3Y4
    Canada

    Attention: Mark F. Wheeler
    Facsimile: 416-361-7376

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    - 70 -

      (b)

    if to Denison:

    595 Bay Street, Suite 402
    Toronto, ON M5G 2C2
    Canada

    Attention: Ron F. Hochstein, President and Chief Executive Officer
    Facsimile: 416-979-5893

    With a copy to:

    Blake, Cassels & Graydon LLP
    855 – 2 nd Street S.W.
    Suite 3500, Bankers Hall East Tower
    Calgary, AB T2P 4J8
    Canada

    Attention: Daniel McLeod
    Facsimile: 403-260-9700

    8.4

    Remedies

    The Parties acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by either Party or its representatives and advisors and that such breach may cause the non-breaching Party irreparable harm. Each Party agrees that it will not request that the court find that its breach or threatened breach has not or will not cause the other Party irreparable harm and neither Party will lend assistance to such a request. The Parties agree that, in the event of any such breach or threatened breach of this Agreement by one of the Parties, Denison (if EFI is the breaching Party) or EFI (if Denison is the breaching Party) will be entitled to seek equitable relief, including interim, interlocutory and permanent injunctive relief and specific performance. Each Party agrees that it will not take the position in court or otherwise that its breach or threatened breach has not or will not cause the other Party irreparable harm and neither Party will lend assistance to such position.

    Each Party agrees that it will not request that the court require the Party or Parties seeking such relief to provide an undertaking as to damages or to post a bond or security as a condition of granting such relief. Without limiting the generality of the foregoing, the Parties acknowledge and agree that a mandatory order or other injunctive relief may be granted to enforce any negative covenant in this Agreement without the requirement to demonstrate irreparable harm or that the balance of convenience favours the Party seeking such relief. Subject to any other provision hereof including, without limitation, Section 8.4 hereof, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available hereunder at law or in equity to each of the Parties.

    8.5

    Expenses

    The Parties agree that, except for the termination payment provided for in Section 6.3, each Party shall be responsible for its own expenses including all out-of-pocket expenses incurred in connection with this Agreement and the Arrangement, the EFI Meeting, the Denison Meeting and the preparation and mailing of the EFI Proxy Circular and the Denison Proxy Circular, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses. The provisions of this Section 8.5 shall survive the termination of this Agreement.

    B - 73


    - 71 -

    8.6

    Time of the Essence

    Time shall be of the essence in this Agreement.

    8.7

    Entire Agreement

    The Confidentiality Agreement and this Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein. For the avoidance of doubt, this Agreement supersedes and replaces the Letter Agreement in its entirety.

    8.8

    Further Assurances

    Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Plan of Arrangement.

    8.9

    Governing Law

    This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario.

    8.10

    Execution in Counterparts

    This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or electronic scanned copy shall be effective as delivery of a manually executed counterpart of this Agreement, and either Party delivering an executed counterpart of the signature page to this Agreement by facsimile or electronic scanned copy to the other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

    8.11

    Waiver

    No waiver or release by either Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 7.1 hereof.

    8.12

    No Personal Liability


      (a)

    No director or officer of EFI shall have any personal liability whatsoever (other than in the case of fraud or wilful misconduct) to Denison under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of EFI.

    B - 74


    - 72 -

      (b)

    No director or officer of Denison shall have any personal liability whatsoever (other than in the case of fraud or wilful misconduct) to EFI under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of Denison.


    8.13

    Enurement and Assignment

    This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This Agreement may not be assigned by either Party without the prior written consent of each of the other Parties.

    8.14

    United States Tax Considerations


      (a)

    The Parties contemplate that this Agreement, together with the Plan of Arrangement annexed hereto, shall not constitute a plan to effectuate a partial liquidation of Denison within the meaning of Sections 302(b)(4) and 302(e) of the Code.

         
      (b)

    Promptly upon signing this Agreement, Denison will apply for a withholding certificate from the United States Internal Revenue Service under United States Treasury Regulation section 1.1445-3(b) stating that no withholding on the Purchase and Sale Transaction or any other transaction described in the Plan of Arrangement is required under section 1445(a) of the Code. In reliance on representations in this Agreement and on Denison’s agreement to apply for a withholding certificate, EFI agrees to not reduce the EFI Note by the amount of withholding otherwise required under section 1445(a) of the Code. Denison will indemnify EFI for any amount that should have been withheld under section 1445(a) of the Code if the Internal Revenue Service fails to issue a withholding certificate or issues a withholding certificate that does not completely exempt Denison from withholding. Denison will provide EFI with a copy of the application and will forward all related correspondence to EFI immediately upon receipt. For purposes of the indemnification under this Section 8.14(b), Section 3.4 shall not apply to the representations contained in Section 3.2(bb)(vii) and Section 3.2(bb)(viii), and such representations and warranties shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall continue for a period of ending on the earlier of the receipt of the withholding certificate from the United States Internal Revenue Service showing no withholding is required or 24 months from the Effective Date.

         
      (c)

    The Parties agree that the sole consideration for the Purchased Shares is the Share Consideration, allocated 70% to the DMHC Common Shares and 30% to the White Canyon Ordinary Shares and no portion of the EFI Note or the EFI Payment Shares shall constitute consideration for the sale of the Purchased Shares. The Parties agree to characterize for all tax purposes the sale by Denison and the purchase by EFI of (i) the Purchased Shares in consideration of the payment of the Share Consideration and (ii) the Acquired Debt in consideration of the issuance of the EFI Note as a sale in which gain or loss is recognized. Neither Party shall take a position on any tax return inconsistent with such sale treatment except as required by a taxing authority and each Party hereby indemnifies the other for any loss realized by such other party arising out of a Party taking a tax position inconsistent with this Section 8.14(c) unless required by a taxing authority, in which case there will be no indemnification by either Party.

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      (d)

    Notwithstanding any other provisions of this Agreement, if, five days before the Effective Time, the amount of the Acquired Debt exceeds the estimated value of the EFI Payment Shares (the difference being the “ Acquired Debt Excess ”), Denison will contribute a portion of the Acquired Debt to DMHC in an amount equal to the Acquired Debt Excess in exchange for newly issued equity securities of DMHC; provided, however, that Denison will not be required to make this contribution if doing so would give rise to additional tax to Denison under the Tax Act.

    (remainder of page intentionally left blank)

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    - S1 -

    IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

    ENERGY FUELS INC.

    Per: (signed) “Stephen P. Antony”
    Name: Stephen P. Antony
    Title: President and Chief Executive Officer

    DENISON MINES CORP.

    Per: (signed) “Ron F. Hochstein”
    Name: Ron F. Hochstein
    Title: President and C.E.O.

    B - 77


    - A1 -

    SCHEDULE A

    PLAN OF ARRANGEMENT
    UNDER SECTION 182 OF THE
    BUSINESS CORPORATIONS ACT (ONTARIO)

    ARTICLE 1 - DEFINITIONS AND INTERPRETATION

    1.1

    Definitions

    In this Plan of Arrangement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

      (a)

    Arrangement ” means the arrangement under the provisions of the OBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendment or supplement hereto made in accordance with the Arrangement Agreement, the provisions hereof or at the direction of the Court in the Final Order;

         
      (b)

    Acquired Debt ” shall have the meaning ascribed thereto in the Arrangement Agreement;

         
      (c)

    Arrangement Agreement ” means the Arrangement Agreement dated as of May 23, 2012, between EFI and Denison, as amended, amended and restated or supplemented prior to the Effective Date;

         
      (d)

    Business Day ” means any day other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario;

         
      (e)

    Court ” means the Ontario Superior Court of Justice;

         
      (f)

    Denison ” means Denison Mines Corp., a corporation existing under the OBCA;

         
      (g)

    Denison Class A Shares ” shall have the meaning ascribed thereto in section 3.1(c)(i)(A);

         
      (h)

    Denison Meeting ” means the special meeting of the Denison Shareholders and any adjournments thereof, to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;

         
      (i)

    Denison Shareholders ” means the holders of Denison Shares;

         
      (j)

    Denison Shares ” means the voting, common shares in the capital of Denison as constituted immediately prior to the Effective Time;

         
      (k)

    Depositary ” means such trust company, bank or financial institution agreed to in writing between EFI and Denison for the purpose of, among other things, issuing certificates representing EFI Payment Shares to the Denison Shareholders in connection with the Arrangement;

         
      (l)

    Dissent Procedures ” shall have the meaning ascribed thereto in section 4.1;

         
      (m)

    Dissent Right ” shall have the meaning ascribed thereto in section 4.1;

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    - A2 -

      (n)

    Dissenting Shareholder” means a holder of Denison Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for their Denison Shares;

         
      (o)

    Distribution Record Date ” means the close of business on the Business Day immediately preceding the Effective Date, established for the purpose of determining the Denison Shareholders entitled to receive New Common Shares and an assignment of a portion of the principal amount of the EFI Note pursuant to this Plan of Arrangement;

         
      (p)

    Effective Date ” means the date shown on the certificate of arrangement issued under the OBCA giving effect to the Arrangement;

         
      (q)

    Effective Time ” means 11:59 p.m. (Toronto time) on the Effective Date;

         
      (r)

    EFI ” means Energy Fuels Inc., a corporation continued under the OBCA;

         
      (s)

    EFI Common Shares ” means the issued and outstanding common shares of EFI as constituted on the Effective Date;

         
      (t)

    EFI Note ” means the non-interest bearing promissory note issued to Denison by EFI with a principal amount equal to the aggregate fair market value, determined as of the Effective Date, of the EFI Payment Shares;

         
      (u)

    EFI Payment Shares ” means 425,441,494 common shares in the capital of EFI as constituted on May 23, 2012 or, if the EFI Share Consolidation is effected prior to the Effective Date, 42,544,149 common shares in the capital of EFI after giving effect to the EFI Share Consolidation;

         
      (v)

    EFI Post-Consolidation Common Shares ” means common shares in the capital of EFI after giving effect to the EFI Share Consolidation;

         
      (w)

    EFI Share Consolidation ” means the proposed share consolidation of the EFI Common Shares on the basis of one (1) EFI Post-Consolidation Common Share for each ten (10) EFI Common Shares;

         
      (x)

    Final Order ” means the final order of the Court approving the Arrangement;

         
      (y)

    Interim Order ” means the interim order of the Court made pursuant to subsection 182(5) of the OBCA in connection with the Arrangement, including any amendment thereto;

         
      (z)

    New Common Shares ” means a new class of voting common shares without par value which Denison will create and issue as described in section 3.1 of this Plan of Arrangement and for which the Denison Shares are, in part, to be exchanged under this Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the Denison Shares immediately prior to the Effective Time;

         
      (aa)

    OBCA” means the Business Corporations Act (Ontario);

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    - A3 -

      (bb)

    Plan of Arrangement ” means this plan of arrangement, as amended, modified or supplemented from time to time;

         
      (cc)

    Purchase and Sale Transaction ” shall have the meaning ascribed thereto in the Arrangement Agreement;

         
      (dd)

    Purchased Shares ” shall have the meaning ascribed thereto in the Arrangement Agreement;

         
      (ee)

    Share Consideration ” means cash in the aggregate amount of Cdn$10.00; and

         
      (ff)

    Tax Act ” means the Income Tax Act (Canada);


    1.2

    Meaning

    Words and phrases used herein and defined in the OBCA and not otherwise defined herein shall have the same meaning herein as in the OBCA unless the context otherwise requires.

    1.3

    Interpretation Not Affected by Headings

    The division of this Plan of Arrangement into articles, sections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof’, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

    1.4

    Number, Gender and Persons

    In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

    1.5

    Date for any Action

    If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

    1.6

    Statutory References

    Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

    1.7

    Currency

    Unless otherwise stated, all references herein to amounts of money are expressed in lawful money of Canada.

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    - A4 -

    1.8 Time of the Essence

    Time shall be of the essence with respect to every provision of this Plan of Arrangement.

    ARTICLE 2 - ARRANGEMENT AGREEMENT

    2.1

    Arrangement Agreement

    This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

    ARTICLE 3 - ARRANGEMENT

    3.1

    Arrangement

    Commencing at the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order at separate moments in time without any further act or formality:

      (a)

    Denison and EFI shall complete the Purchase and Sale Transaction pursuant to which Denison shall sell to EFI, and EFI shall purchase from Denison (i) all of the Purchased Shares in consideration for payment of the Share Consideration to Denison and (ii) all of the Acquired Debt in consideration for the issuance of the EFI Note to Denison;

         
      (b)

    each Denison Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to Denison and Denison shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the central securities register as a holder of Denison Shares and such Denison Shares so transferred to Denison shall thereupon be cancelled;

         
      (c)

    in the course of a reorganization of capital:


      (i)

    the authorized share capital of Denison shall be reorganized and altered by:


      A.

    renaming and re-designating all of the issued and unissued Denison Shares as Class A common shares (the “ Denison Class A Shares ”) which shares shall have the same rights and restrictions as the Denison Shares except that each Denison Class A Share shall be entitled to two votes at any meeting of the Denison Shareholders, and

         
      B.

    creating an unlimited number of common shares without par value (the “ New Common Shares ”) with rights, privileges, restrictions and conditions identical to the Denison Shares;


      (ii)

    Denison’s Articles of Incorporation shall be amended to reflect the alterations in section 3.1(c)(i);

         
      (iii)

    pursuant to the reorganization, each issued and outstanding Denison Class A Share shall be exchanged for one New Common Share and an assignment by Denison of that portion of the principal amount of the EFI Note determined by dividing the fair market value of the EFI Note by the number of Denison Class A Shares outstanding;

    B - 81


    - A5 -

      (iv)

    the Denison Class A Shares, none of which will be allocated and issued once the steps referred to in section 3.1(c)(iii) are completed, shall be cancelled and the authorized capital of Denison shall be changed by deleting the Denison Class A Shares as a class of shares of Denison;

         
      (v)

    the amount added to the stated capital of the New Common Shares shall be the excess, if any, of (1) the paid-up capital (as that term is used for the purposes of the Tax Act) of the Denison Shares (other than the Denison Shares held by the Dissenting Shareholders) immediately prior to the Effective Time, less (2) the principal amount of the EFI Note; and the stated capital of the Denison Class A Shares shall, for greater certainty, be nil;

         
      (vi)

    Denison’s Articles of Incorporation shall be amended to reflect the alterations in section 3.1(c)(iv); and


      (d)

    pursuant to the terms of the EFI Note, EFI will repay the EFI Note by issuing the EFI Payment Shares to the Denison Shareholders in full and final satisfaction of the EFI Note. No fractional EFI Common Shares shall be issued. In the event that the repayment of the EFI Note would otherwise result in the issuance to a Denison Shareholder of a number of EFI Common Shares which is not a whole number, the number of EFI Common Shares to be issued to such Denison Shareholder shall be rounded down to the nearest whole number.


    3.2

    Post-Effective Date Procedures


      (a)

    On or promptly after the Effective Date, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the EFI Payment Shares to be issued to the Denison Shareholders on the repayment of the EFI Note and in accordance with the provisions of the Arrangement, which certificates shall be held by the Depositary as agent and nominee for such Denison Shareholders for distribution to such Denison Shareholders in accordance with the provisions of Article 5 hereof.

         
      (b)

    Subject to the provisions of Article 5 hereof, Denison Shareholders (other than Dissenting Shareholders) shall be entitled to receive delivery of the certificates representing the EFI Common Shares to which they are entitled pursuant to the Arrangement.


    3.3

    Deemed Fully Paid and Non-Assessable Shares.

    All New Common Shares and EFI Payment Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the OBCA.

    3.4

    Supplementary Actions.

    Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out herein.

    B - 82


    - A6 -

    ARTICLE 4 - DISSENT RIGHTS

    4.1

    Dissent Rights

    Holders of Denison Shares may exercise rights of dissent (the “ Dissent Right ”) pursuant to and in the manner set forth under the OBCA, as modified by the Interim Order (the “ Dissent Procedures ”), with respect to Denison Shares in connection with the Arrangement, provided that holders who exercise such rights of dissent and who:

      (a)

    are ultimately entitled to be paid fair value for their Denison Shares, which fair value shall be the fair value of the Denison Shares immediately before the passing by the holders of the Denison Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Denison; or

         
      (b)

    are ultimately not entitled, for any reason, to be paid fair value for their Denison Shares shall be deemed to have participated in the Arrangement, commencing at the Effective Time, on the same basis as a non-dissenting holder of Denison Shares and shall be entitled to receive only the consideration contemplated in Section 3.1 hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights,

    but in no case shall EFI, Denison or any other person be required to recognize holders of Denison Shares who exercise Dissent Rights as holders of Denison Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Denison Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Denison Shares at the Effective Time.

    ARTICLE 5 - CERTIFICATES

    5.1

    Denison Class A Shares

    Recognizing that the Denison Shares shall be renamed and re-designated as Denison Class A Shares pursuant to subsection 3.1(c)(i)(A) and that the Denison Class A Shares shall be exchanged partially for New Common Shares pursuant to subsection 3.1(c)(iii), Denison shall not issue replacement share certificates representing the Denison Class A Shares.

    5.2

    EFI Payment Shares

    On or immediately prior to the Effective Time, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the EFI Payment Shares for distribution to the Denison Shareholders, together with an irrevocable direction to distribute and transfer the EFI Payment Shares to the Denison Shareholders in accordance with this Plan of Arrangement.

    5.3

    New Common Shares

    From and after the Effective Date, share certificates representing Denison Shares not deemed to have been cancelled pursuant to Article 4 shall for all purposes be deemed to be share certificates representing New Common Shares, and no new share certificates shall be issued with respect to the New Common Shares issued in connection with the Arrangement.

    B - 83


    - A7 -

    5.4

    Interim Period

    Any Denison Shares traded after the Distribution Record Date will represent New Common Shares as of the Effective Date and shall not carry any rights to receive a pro rata portion of the EFI Note or EFI Payment Shares.

    5.5

    Withholding Rights

    Denison and the Depositary shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Denison Shareholder such amounts as Denison or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, as amended, or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Denison Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

    5.6

    Legality of Distribution of EFI Payment Shares

    Notwithstanding anything else in this Plan of Arrangement, if it appears to EFI that it would be contrary to applicable law to issue EFI Payment Shares in repayment of the EFI Note pursuant to the Arrangement to a person that is not a resident of Canada or the United States, the EFI Payment Shares that otherwise would be issued, as the case may be, to that person will be issued, as the case may be, and delivered to the Depositary for sale of the EFI Payment Shares by the Depositary on behalf of that person. The EFI Payment Shares delivered to the Depositary will be pooled and sold as soon as practicable after the Effective Date, on such dates and at such prices as the Depositary determines in its sole discretion. The Depositary shall not be obligated to seek or obtain a minimum price for any of the EFI Payment Shares sold by it. Each such person will receive a pro rata share of the cash proceeds from the sale of the EFI Payment Shares sold by the Depositary (less commissions, other reasonable expenses incurred in connection with the sale of the EFI Payment Shares and any amount withheld in respect of applicable taxes) in lieu of EFI Payment Shares. The payment of the net proceeds will be subject to Section 5.5. None of EFI, Denison or the Depositary will be liable for any loss arising out of any such sales.

    ARTICLE 6 - AMENDMENTS

    6.1

    Amendments to Plan of Arrangement


      (a)

    EFI and Denison reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by EFI and Denison, (iii) filed with the Court if required by the Interim Order and, if made following the Denison Meeting, approved by the Court, and (iv) communicated to holders or former holders of Denison Shares if and as required by the Court.

         
      (b)

    Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Denison at any time prior to the Denison Meeting provided that EFI shall have consented thereto in writing, and, if so proposed and accepted by the persons voting at the Denison Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

    B - 84


    - A8 -

      (c)

    Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Denison Meeting shall be effective only if: (i) it is consented to in writing by each of EFI and Denison; and (ii) if required by the Court, it is consented to by holders of the Denison Shares voting in the manner directed by the Court.

    B - 85


    SCHEDULE C - FAIRNESS OPINION

    April 13, 2012

    The Board of Directors of Energy Fuels Inc.
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

    To the Board of Directors of Energy Fuels Inc.:

    Dundee Securities Ltd. (“Dundee Securities”, “we”, or “us”) understands that Energy Fuels Inc. (“Energy Fuels”) and Denison Mines Corp. (“Denison”) intend to enter into a binding letter of intent (the “Letter Agreement”) to be dated as of April 16, 2012 providing for the acquisition by Energy Fuels (the “Transaction”) of all of Denison’s mining assets and operations located in the United States (the “Denison U.S. Business”). We further understand that Denison has represented to Energy Fuels that the Denison U.S. Business is held, directly or indirectly, by Denison Mines Holdings Corp. (“DMHC”), and that all of the issued and outstanding shares of DMHC are held by Denison and White Canyon Uranium Ltd. (“White Canyon”). Pursuant to the Letter Agreement, we understand that Energy Fuels and Denison have agreed to enter into exclusive negotiations with a view of entering into a definitive agreement in respect of the Transaction (the “Arrangement Agreement”). We further understand that through a series of transactions to be more fully described in the Energy Fuels Circular (defined below): (i) Energy Fuels will acquire, either directly or through a wholly-owned subsidiary, (x) all of the outstanding shares of DMHC held by Denison and all of the outstanding shares of White Canyon (collectively, the “Acquired Shares”), and (y) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DMHC, White Canyon or any direct or indirect subsidiary of DMHC) by DMHC, White Canyon or any direct or indirect subsidiary of DMHC (the “Acquired Debt”), and will issue to Denison in consideration for the Acquired Shares and the Acquired Debt approximately 425.4 million common shares of Energy Fuels (the “Consideration”); (ii) either concurrently with or immediately after the issuance of the Consideration to Denison, Denison will complete a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario), pursuant to which it will complete a reorganization of its capital and will distribute the Consideration to the common shareholders of Denison (each a “Denison Shareholder”) on a pro rata basis as a return of capital; (iii) upon completion of the Arrangement, each Denison Shareholder will receive approximately 1.106 common shares of Energy Fuels (the “Energy Fuels Shares”) for each Denison Share held and Denison Shareholders will in aggregate own approximately 66.5% of the issued and outstanding Energy Fuels Shares; and (iv) at the Energy Fuels Meeting (defined below), Energy Fuels will seek approval from the common shareholders of Energy Fuels (the “Energy Fuels Shareholders”) to implement a 10-for-1 consolidation of the Energy Fuels Shares.

    We also understand that all material terms of the Transaction will be described fully in a management information circular (the “Energy Fuels Circular”), which will be prepared by Energy Fuels and mailed to the Energy Fuels Shareholders in connection with the special meeting of the Energy Fuels Shareholders (the “Energy Fuels Meeting”) to be held to consider the Transaction. We further understand that Denison will be preparing a management information circular (the “Denison Circular”) to be mailed to the Denison Shareholders in connection with the special meeting of the Denison Shareholders (the “Denison Meeting”) to be held to consider the Transaction and the Arrangement.

    C-1


    We understand that the Transaction will require the approval of at least 66 2/3% of the votes cast by the Denison Shareholders represented in person or by proxy at the Denison Meeting and at least 50% of the votes cast by the Energy Fuels Shareholders represented in person or by proxy at the Energy Fuels Meeting and the approval of the Ontario Superior Court of Justice. We further understand that the Transaction will be conditional upon, among other things, (i) receiving a waiver from Korea Electric Power Corporation (“KEPCO”) regarding its right of first opportunity provided for in the strategic relationship agreement dated as of June 15, 2009 among Denison, KEPCO and a subsidiary of KEPCO, or the 30-day period for exercising such right will have expired without KEPCO exercising such right; (ii) the entering into the Support Agreements (defined below) with directors, officers and significant shareholders of both Denison and Energy Fuels; (iii) the prior approval by the boards of directors of each of Denison and Energy Fuels; (iv) receipt of all necessary regulatory approvals; (v) approvals from the Toronto Stock Exchange (“TSX”); (vi) the consolidated net working capital of the companies comprising the Denison U.S. Business as of the date of the completion of the Transaction not being less than US$28 million; and (vii) the consolidated working capital of Energy Fuels as of the completion of the Transaction, without giving effect to the Transaction, not being less than US$4 million.

    We understand that Denison and Energy Fuels are proposing to enter into support agreements (collectively, the “Support Agreements”) with the directors and senior officers of Denison and Energy Fuels, respectively, along with certain affiliates of Dundee Corporation, our parent company, Pinetree Capital Ltd., Mega Uranium Ltd., Zebra Holdings and Investment S.a.r.l. and Lorito Holdings S.a.r.l. (collectively, the “Supporting Shareholders”) pursuant to which such Supporting Shareholders have agreed to vote all of the Denison Shares and Energy Fuels Shares held by them, which comprises approximately 9.9% and 22.7% of the total issued and outstanding Denison Shares and Energy Fuels Shares, respectively, in favour of the Transaction, on the terms and subject to the conditions set forth in the Support Agreements.

    Engagement of Dundee Securities

    The board of directors of Energy Fuels (the “Board of Directors”) initially contacted Dundee Securities regarding a potential advisory engagement in February 2011. By letter agreement dated February 17, 2011 and amended as of October 31, 2011 and April 12, 2012 (collectively, the “Engagement Agreement”), the Board of Directors retained Dundee Securities to act as its financial advisor, including in connection with the Transaction. Pursuant to the Engagement Agreement, Energy Fuels has requested that we prepare and deliver to the Board of Directors our opinion (the “Opinion”) as to the fairness, from a financial point of view, of the Consideration offered to Denison by Energy Fuels pursuant to the Transaction to Energy Fuels.

    Dundee Securities will be paid a fee for rendering this Opinion, no portion of which is conditional upon this Opinion being favourable and will be paid an additional fee (payable in a combination of cash and Energy Fuels Shares) that is contingent upon completion of the Transaction or any alternative transaction. Dundee Securities is also entitled to be reimbursed for reasonable out-of-pocket expenses incurred by Dundee Securities in carrying out its obligations under the Engagement Agreement, whether or not the Transaction is completed. Energy Fuels has also agreed to indemnify Dundee Securities in respect of certain liabilities that might arise out of our engagement.

    Subject to the terms of the Engagement Agreement, Dundee Securities consents to the inclusion of this Opinion in its entirety, together with a summary hereof, in a form acceptable to Dundee Securities, in the Energy Fuels Circular, and to the filing thereof with the TSX and the securities commissions or similar regulatory authorities in each province and territory of Canada where such filing is required.

    C-2


    Relationship with Interested Parties

    Other than Dundee Securities and Dundee Corporation, the parent company of Dundee Securities and an insider of Energy Fuels, none of Dundee Securities’ associates or affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)) of Energy Fuels, Denison or any of their respective associates or affiliates. As of the date hereof, Dundee Securities, its affiliate and investment funds managed by Dundee Securities and sub-advised by an affiliate own or control 11.4% of the total issued and outstanding Energy Fuels Shares (12.1% of the total issued and outstanding Energy Fuels Shares assuming exercise of warrants). None of Dundee Securities, its affiliates, associates or investment funds managed thereby own or control any Denison Shares.

    Neither Dundee Securities nor any of its associates or affiliates have provided any financial advisory services or participated in any financings involving Energy Fuels, Denison or any of their respective associates or affiliates within the past two years other than (i) acting as lead agent to Energy Fuels with respect to its March 31, 2011 offering of units (each unit consisting of one Energy Fuels Share and one-half of one Energy Fuels Share purchase warrant) for total gross proceeds of $11.5 million (the “March 2011 Energy Fuels Offering”); (ii) acting as exclusive financial advisor to Energy Fuels with respect to its acquisition of Titan Uranium Inc. that closed on February 29, 2012; and (iii) acting as co-manager to Denison with respect to its March 15, 2011 offering of Denison Shares for total gross proceeds of $65.0 million (the “March 2011 Denison Offering”). Except for a right of first refusal granted by Energy Fuels to Dundee Securities in connection with any Energy Fuels capital markets financing during the term of the Engagement Agreement there are no understandings, agreements or commitments between Dundee Securities and Energy Fuels or any of their respective associates or affiliates with respect to future business dealings.

    Dundee Securities may, in the future, in the ordinary course of business, perform financial advisory or investment banking services for Energy Fuels, Denison or any of their respective associates or affiliates. Dundee Securities acts as an investment fund manager and as a trader and dealer, both as principal and agent, in major financial markets and, as such, may, in the ordinary course of its business, have had and may in the future have positions in the securities of Energy Fuels, Denison or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients (including investment funds managed by Dundee Securities) for which it received or may receive compensation. As an investment dealer, Dundee Securities conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to Energy Fuels, Denison or the Transaction. The rendering of this Opinion will not in any way affect Dundee Securities’ ability to continue to conduct such activities.

    Credentials of Dundee Securities

    Dundee Securities is one of Canada’s leading independent full-service investment dealers with operations in mergers and acquisitions, corporate finance, equity sales and trading and investment research and a member of the IIROC and the Canadian Investor Protection Fund. The Opinion expressed herein is the opinion of Dundee Securities, the form and content of which have been approved for release by a committee of its managing directors, each of whom is experienced in merger, acquisition, divestiture and valuation matters.

    C-3


    Scope of Review

    The assessment of fairness, from a financial point of view, must be determined in the context of the particular transaction. In connection with rendering our Opinion, we have reviewed, considered and relied upon, among other things, the following:

      a)

    a draft of the Letter Agreement dated April 12, 2012;

       

     

      b)

    the annual reports and audited consolidated financial statements of Energy Fuels for the years ended September 30, 2009, 2010 and 2011 and the related management, discussion and analyses;

       

     

      c)

    the interim reports, comparative unaudited financial statements and management’s discussion and analyses of Energy Fuels for the three months ended December 31, 2011;

       

     

      d)

    the annual information form of Energy Fuels dated December 17, 2011 for the year ended September 30, 2011;

       

     

      e)

    the management information circular of Energy Fuels dated January 10, 2012 relating to the annual and special meeting of shareholders held on February 10, 2012;

       

     

      f)

    the final short-form prospectus of Energy Fuels relating to the March 2011 Energy Fuels Offering dated March 31, 2011;

       

     

      g)

    the annual reports and audited consolidated financial statements of Denison for the years ended December 31, 2009, 2010 and 2011 and the related management, discussion and analyses;

       

     

      h)

    the management information circular of Denison dated March 16, 2011 relating to the annual meeting of shareholders held on May 12, 2011;

       

     

      i)

    the final short-form prospectus of Denison relating to the March 2011 Denison Offering dated March 8, 2011;

       

     

      j)

    recent press releases and other documents filed by Energy Fuels and Denison on SEDAR (System for Electronic Document Analysis and Retrieval) at www.sedar.com ;

       

     

      k)

    the updated National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) compliant technical report prepared by Peters Geosciences, dated March 15, 2011, relating to the Energy Queen project of Energy Fuels;

       

     

      l)

    the updated NI 43-101 compliant technical report prepared by North American Exploration Inc., dated March 21, 2011, relating to the San Rafael uranium project of Energy Fuels;

       

     

      m)

    the updated NI 43-101 compliant technical report prepared by Peters Geosciences, dated March 15, 2011, relating to the Whirlwind property of Energy Fuels;

       

     

      n)

    the updated NI 43-101 compliant technical report prepared by Alinco GeoServices Inc., dated December 16, 2008, relating to the Farmer Girl project of Energy Fuels;

       

     

      o)

    the amended NI 43-101 compliant technical report prepared by Alinco GeoServices Inc., dated January 7, 2009, relating to the Torbyn property of Energy Fuels;

    C-4



      p)

    the amended NI 43-101 compliant technical report prepared by Peters Geosciences, dated November 30, 2008, relating to the Willhunt property of Energy Fuels;

         
      q)

    the NI 43-101 compliant technical report prepared by Scott Wilson Mining, dated June 24, 2009, relating to the EZ1 and EZ2 Breccia Pipes, Arizona Strip District of Denison;

         
      r)

    the NI 43-101 compliant technical report prepared by Scott Wilson Mining, dated March 19, 2009, relating to the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project of Denison;

         
      s)

    the NI 43-101 compliant technical report prepared by Scott Wilson Mining, dated February 26, 2007, relating to the Arizona Strip Uranium Project of Denison;

         
      t)

    certain internal financial, operational, business and other information concerning Energy Fuels that was prepared or provided to us by management of Energy Fuels including internal operating and financial budgets, models and projections;

         
      u)

    certain internal financial, operational, business and other information concerning Denison that was prepared or provided to us by or on behalf of Denison including internal operating and financial budgets, models and projections;

         
      v)

    trading statistics and selected financial information of Energy Fuels, Denison and other selected public entities and comparable acquisition transactions considered by us to be relevant;

         
      w)

    various reports published by equity research analysts and industry sources regarding Energy Fuels, Denison and other publicly-traded entities, to the extent deemed relevant by us;

         
      x)

    a certificate addressed to us, dated as of the date hereof, from two senior officers of Energy Fuels as discussed below under “Assumptions and Limitations”; and

         
      y)

    such other information, analyses, investigations and discussions as we considered necessary or appropriate in the circumstances.

    In addition, we have participated in discussions with members of senior management of Energy Fuels regarding its past and current business operations, financial condition and future business prospects. We have also participated in discussions with members of senior management of Denison regarding Denison’s past and current business operations, financial condition and future business prospects. We have also participated in discussions with Borden Ladner Gervais LLP, external legal counsel to Energy Fuels, and Blake, Cassels and Graydon LLP, external legal counsel to Denison regarding the Transaction, the Letter Agreement, the Support Agreements, due diligence and related matters.

    We have not, to the best of our knowledge, been denied access by Energy Fuels or Denison to any information which we requested.

    Assumptions and Limitations

    Our Opinion is subject to the assumptions, explanations and limitations set forth below.

    We have not been asked to prepare and have not prepared a formal valuation or appraisal of Energy Fuels, Denison or any of their respective affiliates or of any of the assets, liabilities or securities of Energy Fuels, Denison or any of their respective affiliates, and our Opinion should not be construed as such. In addition, this Opinion is not, and should not be construed as, advice as to the price at which Energy Fuels Shares may trade at any future date.

    C-5


    With your approval, we have relied upon and have assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by Energy Fuels, Denison and their respective affiliates or otherwise obtained pursuant to our engagement and our Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to, or attempted to verify independently the completeness, accuracy or fairness of presentation of any of such information. We have not conducted or provided any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of Energy Fuels, Denison or any of their respective affiliates under any provincial or federal laws relating to bankruptcy, insolvency or similar matters. Without limiting the foregoing, we have not separately met with the independent auditors of Energy Fuels or Denison in connection with preparing this Opinion and with your permission we have assumed the accuracy and fair presentation, and relied upon, Energy Fuels’ and Denison’s respective audited financial statements and the reports of auditors thereon and the interim unaudited financial statements of Energy Fuels and Denison.

    With respect to historical financial data, operating and financial forecasts and budgets and other forward-looking information provided to us concerning Energy Fuels or Denison described under the heading “Scope of Review” and relied upon in our analysis, we have assumed that they have been reasonably prepared on bases reflecting the most reasonable assumptions, estimates and judgments of Energy Fuels management and Denison management having regard to their respective business, plans, financial conditions and future prospects.

    In preparing this Opinion, we have also assumed that: (i) the final executed form of the Letter Agreement does not differ in any material respect from the drafts that were reviewed; (ii) the final executed form of the Arrangement Agreement to be negotiated does not differ materially from the terms in the Letter Agreement and will contain customary representations, warranties, covenants and conditions (the “Final Terms”), each of which are materially correct as of the date hereof and will be materially correct as of the date of execution of the Arrangement Agreement; (iii) Energy Fuels and Denison will each comply in all material respects with the terms of the Letter Agreement and the Final Terms; (iv) any governmental, regulatory or other consents and approvals necessary for the completion of the Transaction will be waived or satisfied without any adverse effect on Energy Fuels, Denison or the Transaction; (v) the Transaction will be completed substantially in accordance with its terms without any adverse waiver or amendment of any material term or condition thereof and all applicable laws; and (vi) the Energy Fuels Circular (including all documents incorporated by reference therein) and the Denison Circular (including all documents incorporated by reference therein) will both disclose all material facts related to the Transaction and will satisfy all applicable legal requirements.

    Energy Fuels has represented to us, in a certificate of two senior officers of Energy Fuels (the “Energy Fuels Officers”), dated as of the date hereof, among other things, that (i) with the exception of forecasts, projections or estimates referred to in (iv) below, the information, data and other material (financial or otherwise) with respect to Energy Fuels or its subsidiaries and provided to us by or on behalf of Energy Fuels (collectively the “Energy Fuels Information”) is, or in the case of historical information was, at the date of preparation, true and accurate in all material respects and does not or did not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances in which such statements were made; (ii) to the extent that any of the Energy Fuels Information is historical, there have been no material changes or changes in material facts or new material facts since the respective dates thereof that have not been generally disclosed or disclosed to Dundee Securities or updated by more current information, data or other materials provided to Dundee Securities; (iii) there are no material facts or circumstances relating to Energy Fuels or any of its subsidiaries not disclosed to Dundee Securities, which would reasonably be expected to affect materially the Opinion, including the assumptions used, procedures adopted or the scope of review undertaken by Dundee Securities in connection with the Opinion; and (iv) with respect to any portions of the Energy Fuels Information that constitute forecasts, projections or estimates regarding Energy Fuels or its business, such forecasts, projections or estimates (x) were prepared using the assumptions identified therein, which in the reasonable belief of the Energy Fuels Officers are (or were at the time of preparation) reasonable in the circumstances, and (y) are not, in the reasonable belief of the Energy Fuels Officers, misleading in any material respect in light of the assumptions used therefor.

    C-6


    Except as expressly noted above under the heading “Scope of Review”, we have not conducted any investigation concerning the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of Energy Fuels, Denison or any of their respective affiliates.

    We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or accounting matters concerning the Transaction or the sufficiency of this letter for your purposes.

    Although the Transaction is subject to certain conditions outside the control of Energy Fuels and Denison, Dundee Securities has assumed that all conditions precedent to the completion of the Transaction will be satisfied in due course or waived and that all consents, permissions, exemptions or orders of relevant regulatory authorities, courts and other third parties will be obtained, without adverse conditions or qualifications. In rendering the Opinion, Dundee Securities expresses no view as to the likelihood that the conditions to the Transaction will be satisfied or waived or that the Transaction will be implemented within the time frame to be set out in the Energy Fuels Circular and the Denison Circular.

    Our Opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of (i) Energy Fuels, as they are reflected in the Energy Fuels Information or otherwise obtained by us from public sources and as they were represented to us in our discussions with management of Energy Fuels and its affiliates and advisors and (ii) Denison obtained by us from public sources and as they were represented to us in our discussions with management of Denison and its affiliates and advisors. In our analyses and in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business, capital markets and economic conditions and other matters, many of which are beyond the control of Dundee Securities and any party involved in the Transaction. The Opinion is conditional on all assumptions being correct.

    The Opinion has been provided to the Board of Directors for its exclusive use only in considering the Transaction and may not be relied upon by any other person, used for any other purpose or published or disclosed to any other person (except as otherwise provided herein) without the prior written consent of Dundee Securities. Our Opinion is not intended to be and does not constitute a recommendation to the Board of Directors or to any Energy Fuels Shareholder as to whether such Energy Fuels Shareholders should approve the Transaction. The Opinion does not address the relative merits of the Transaction compared to any other business strategies or transactions that might be available to Energy Fuels or Denison.

    Dundee Securities believes that its financial analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying our Opinion. The preparation of a fairness opinion is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to carry this out could lead to undue emphasis on any particular factor or analysis.

    The Opinion is given as of the date hereof and we disclaim any undertaking or obligation to advise any person of any change in any matter or fact affecting the Opinion that may come or be brought to our attention after the date hereof. Without limiting the foregoing, in the event there is any material change in any fact or matter affecting the Opinion after the date hereof, we reserve the right to change or withdraw the Opinion.

    C-7


    Opinion

    Based upon and subject to the foregoing and such other matters as we have considered relevant, it is our opinion, as of the date hereof, that the Consideration offered to Denison pursuant to the Transaction is fair, from a financial point of view, to Energy Fuels.

    Yours very truly,


    Dundee Securities Ltd.

    C-8


    SCHEDULE D – PRO FORMA FINANCIAL STATEMENTS OF EFI

    D-1



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Financial Position
    As at March 31, 2012
    (Unaudited)
    (Expressed in US dollars)

                                Pro Forma  
        Energy Fuels Inc.     DMHC           Pro Forma     Consolidated  
        March 31, 2012     March 31, 2012     Note     Adjustments     Energy Fuels Inc.  
    ASSETS                              
    Current assets                              
       Cash and cash equivalents $  2,135,158   $  281,570     4(b) $  (1,189,223 ) $  1,227,505  
       Accounts receivable   776,169     16,494,220           -     17,270,389  
       Marketable securities   3,102,793     -           -     3,102,793  
       Deferred Denison Mines transaction cost   35,552     -     4(b)     (35,552 )   -  
       Raw materials inventories   -     20,862,910           -     20,862,910  
       Concentrate inventories   -     12,300,540     4(m)     558,000     12,858,540  
       Prepaid expenses and other assets   122,773     856,495           -     979,268  
        6,172,445     50,795,735           (666,775 )   56,301,405  
    Non-current                              
       Investments   -     50,200           -     50,200  
       Property, plant and equipment   13,461,805     39,199,424           -     52,661,229  
       Mineral properties   -     43,051,430           -     43,051,430  
       Exploration and evaluation costs   56,669,536     -           -     56,669,536  
       Restricted cash   4,582,987     24,668,620           -     29,251,607  
       Long-term receivables   -     9,616,302     4(e)   (9,616,302 )   -  
      $  80,886,773   $  167,381,711         $  (10,283,077 ) $  237,985,407  
    LIABILITIES & SHAREHOLDER'S EQUITY                              
    Current liabilities                              
       Accounts payable and accrued liabilities $  2,576,090   $  6,613,373     4(e)   (1,061,786 )   8,127,677  
       Due to related parties   1,017,861     -           -     1,017,861  
       Current portion of decommissioning   58,771     -           -     58,771  
       Current portion of deferred revenue   -     1,150,275           -     1,150,275  
       Current portion of debt obligations   1,308,145     124,624,560     4(e)   (124,624,560 )   1,308,145  
        4,960,867     132,388,208           (125,686,346 )   11,662,729  
    Non-current                              
       Long-term decommissioning liability   1,660,918     7,237,861           -     8,898,779  
       Long-term portion of debt obligations   622,261     -           -     622,261  
       Other liabilities   -     2,034,538     4(e)   (1,934,945 )   99,593  
        7,244,046     141,660,607           (127,621,291 )   21,283,362  
    SHAREHOLDERS' EQUITY                              
       Capital stock   92,046,632     189,164,457     4(c)   106,360,374     199,380,206  
                    4(b)   973,200        
                    4(d)   (189,164,457 )      
       Preferred stock   -     2,000,000     4(n)   (2,000,000 )   -  
       Contributed surplus   15,683,307     -           -     15,683,307  
                                   
       Share purchase warrants   4,836,119     -           -     4,836,119  
                                   
       Accumulated deficit   (37,579,106 )   (165,493,553 )   4(f)   165,493,553     (1,853,362 )
                    4(b)   (2,197,975 )      
                    4(a)   37,923,719        
    Accumulated other comprehensive income (loss)   (1,344,225 )   50,200     4(g)   (50,200 )   (1,344,225 )
        73,642,727     25,721,104           117,338,214     216,702,045  
      $  80,886,773   $  167,381,711         $  (10,283,077 ) $  237,985,407  

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    D-2



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Comprehensive Loss
    For the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

              Titan Uranium                          
        Energy Fuels Inc.     Inc.     DMHC                    
        Year Ended     Year Ended     Year Ended                 Pro Forma  
        September 30,     August 31,     December 31,           Pro Forma     Consolidated  
        2011     2011     2011     Note     Adjustments     Energy Fuels Inc  
    REVENUES $  -   $  -   $  71,003,000         $  -   $  71,003,000  
                                         
    EXPENSES                                    
    Operating expenses   -     -     (76,923,000 )         -     (76,923,000 )
    General & administrative   (3,583,935 )   (2,722,378 )   (5,253,000 )         -     (11,559,313 )
    Goodwill impairment   -     -     (32,625,261 )   4(h)   32,625,261     -  
    Impairment of property, plant & equipment   -     (15,301,101 )   (44,079,000 )   4(i)   44,079,000     (15,301,101 )
        (3,583,935 )   (18,023,479 )   (158,880,261 )         76,704,261     (103,783,414 )
    OTHER                                    
    Finance income   11,492     46,528     614,000     4(k)   (14,356 )   657,664  
    Finance expense   (396 )   -     (2,350,000 )   4(l)   1,819,494     (530,902 )
    Other income   5,567     455,006     912,000     4(j)   (242,647 )   1,129,926  
    Income taxexpense:                                    
       Current   -     -     (26,000 )         -     (26,000 )
       Deferred   -     1,496,132     (565,000 )         -     931,132  
    NET LOSS FOR THE YEAR   (3,567,272 )   (16,025,813 )   (89,292,261 )         78,266,752     (30,618,594 )
    Foreign currency translation reserve   (1,251,438 )   -     -           -     (1,251,438 )
    Unrealized derivative liability loss   -     (1,332,520 )   -           -     (1,332,520 )
    Unrealized loss on investments   -     (1,080,362 )   (154,000 )         -     (1,234,362 )
    COMPREHENSIVE LOSS FOR THE YEAR $  (4,818,710 ) $  (18,438,695 ) $  (89,446,261 )       $  78,266,752   $  (34,436,914 )
                                         
    LOSS PER COMMON SHARE                                    
    - BASIC AND DILUTED $  (0.03 )                         $  (0.05 )
                                         
    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 5)   111,376,261                     631,138,241  

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    D-3



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Comprehensive Loss
    For the Six Months Ended March 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)

                    DMHC                 Pro Forma  
        Energy Fuels Inc.     Titan Uranium Inc.     Six Months                 Consolidated  
        Six Months Ended     Six Months Ended     Ended           Pro Forma     Energy Fuels  
        March 31, 2012     February 29, 2012     March 31, 2012     Note     Adjustments     Inc.  
    REVENUES $  -   $  -   $  54,327,827         $  -   $  54,327,827  
                                         
    EXPENSES                                    
    Operating expenses   -     -     (52,684,189 )         -     (52,684,189 )
    General & administrative   (3,296,628 )   (1,444,738 )   (3,129,833 )         -     (7,871,199 )
    Goodwill impairment   -     -     (32,625,261 )   4(h)   32,625,261     -  
    Impairment of property, plant & equipment   -     (973,980 )   (44,079,000 )   4(i)   44,079,000     (973,980 )
        (3,296,628 )   (2,418,718 )   (132,518,283 )         76,704,261     (61,529,368 )
    OTHER                                    
    Finance income   7,246     3,447     329,567     4(k)   (14,356 )   325,904  
    Finance expense   (38,510 )   -     (1,269,614 )   4(l)   1,061,786     (246,338 )
    Other income (expense)   323,831     531,134     (430,347 )   4(j)   (242,647 )   181,971  
    Income taxexpense   -     -     (25,221 )         -     (25,221 )
    NET LOSS FOR THE PERIOD   (3,004,061 )   (1,884,137 )   (79,586,071 )         77,509,044     (6,965,225 )
    Unrealized loss on marketable securities   (343,386 )   -     (1,300 )         -     (344,686 )
    Unrealized derivative liability gain   -     112,782     -           -     112,782  
    Foreign currency translation reserve   250,599     23,257     -           -     273,856  
    COMPREHENSIVE LOSS FOR THE PERIOD $  (3,096,848 ) $  (1,748,098 ) $  (79,587,371 )       $  77,509,044   $  (6,923,273 )
                                         
    LOSS PER COMMON SHARE                                    
    - BASIC AND DILUTED $  (0.02 )                         $  (0.01 )
                                         
    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 5)   123,999,665                     643,761,645  

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    D-4



    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    1.

    Basis of presentation

    These unaudited pro forma condensed consolidated financial statements have been prepared in connection with the proposed acquisition (the “Acquisition”) of Denison Mines Holding Corp. (“DMHC”) and White Canyon Uranium Limited (“White Canyon”) by Energy Fuels Inc. (“EFI” or the “Company”).

    These unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and give effect to the Acquisition pursuant to the assumptions described in Note 4 to these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated statement of financial position as at March 31, 2012 gives effect to the proposed Acquisition by EFI as if it had occurred as at March 31, 2012. The unaudited pro forma condensed consolidated statement of comprehensive loss for the twelve month period ended September 30, 2011 and for the six month period ended March 31, 2012 give effect to the proposed Acquisition as if it had occurred as at October 1, 2010. These unaudited pro forma condensed consolidated statements of comprehensive loss also give effect to the acquisition of Titan Uranium Inc. (“Titan”) by Energy Fuels as if the acquisition occurred on October 1, 2010.

    White Canyon’s net assets and comprehensive loss have been excluded from these pro forma financial statements. White Canyon’s primary asset is its investment in DMHC and its remaining net assets are immaterial.

    These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the proposed Acquisition had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date. Any potential synergies that may be realized after consummation of the proposed Acquisition, if successful, have been excluded from the unaudited pro forma condensed consolidated financial statement information.

    The pro forma adjustments and allocations of the purchase price for DMHC are based on estimates of the fair value of assets acquired and liabilities to be assumed. The final purchase price allocation will be completed after the asset and liability valuations are finalized.

    In preparing the unaudited pro forma condensed consolidated statement of financial position and the unaudited pro forma condensed consolidated statements of comprehensive loss, the following historical information, which was prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, was used:

    D-5



      a.

    Pro forma statement of financial position as at March 31, 2012 combines the unaudited condensed consolidated statement of financial position of EFI as at March 31, 2012 and the unaudited condensed consolidated statement of financial position of DMHC as at March 31, 2012.

         
      b.

    Pro forma statement of comprehensive loss for the year ended September 30, 2011 combines the unaudited condensed consolidated statement of comprehensive loss of EFI for the year ended September 30, 2011 (as disclosed in the Company’s December 31, 2011 financial report), the unaudited condensed consolidated statement of comprehensive loss for Titan for the year ended August 31, 2011 (as disclosed in Titan’s November 30, 2011 financial report, which was translated to the U.S. dollar for the period shown using the average exchange rate of 1.0109) and the audited condensed consolidated statement of comprehensive loss of DMHC for the year ended December 31, 2011.

         
      c.

    Pro forma statement of comprehensive loss for the six months ended March 31, 2012 combines the unaudited condensed consolidated statement of comprehensive loss for the six months ended March 31, 2012 of EFI, the unaudited condensed consolidated statement of comprehensive loss for the period beginning on September 1, 2011 and ending on February 28, 2012 of Titan (the construction was based on Titan’s unaudited condensed consolidated statement of comprehensive loss for the three-month period ended November 30, 2011 and Titan’s internal unaudited condensed consolidated statement of comprehensive loss from the period beginning on December 1, 2011 and ending on February 28, 2012, which was translated to the U.S. dollar for the period shown using the average exchange rate of 1.0055) and the constructed pro forma statement of condensed comprehensive loss of DMHC for the six months ended March 31, 2012 (the construction was based on the DMHC’s internal unaudited condensed consolidated statement of comprehensive loss for the three-month period ended December 31, 2011 and the unaudited condensed consolidated statement of comprehensive income for the three months ended March 31, 2012)

    D-6



    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    1.

    Basis of presentation (continued)

    The comprehensive loss of DMHC for the three months ended December 31, 2011 has been included in both the pro forma statement of comprehensive loss for the year ended December 31, 2011 and in the six months ended March 31, 2012, respectively.

    The unaudited pro forma condensed consolidated statement of financial position and the unaudited pro forma condensed consolidated statements of comprehensive loss should be read in conjunction with the above noted financial statements, including the notes thereto. Certain of DMHC’s assets, liabilities, income and expenses have been reclassified to conform to EFI’s consolidated financial statement presentation.

    2.

    Significant accounting policies

    The accounting policies used in preparing the unaudited pro forma condensed consolidated financial statements are consistent with those set out in EFI’s unaudited condensed consolidated financial statements as at December 31, 2011. In preparing the unaudited pro forma condensed consolidated financial statements a review was undertaken by management of EFI to identify accounting policy differences where the impact was potentially material and could be reasonably estimated, to which none were identified. DMHC’s policy with respect to exploration expenditures is to expense these costs as incurred; this difference in accounting policy is not considered to be material by EFI. Accounting differences may be identified after consummation of the proposed Acquisition.

    D-7



    3.

    Share acquisition of Denison Mines Holding Corp. and White Canyon Uranium Limited

       

    On May 23, 2012 the Company and Denison Mines Corp. (“Denison”) entered into an Arrangement Agreement (“Arrangement”) to complete a transaction whereby EFI will acquire from Denison all of the outstanding shares of DMHC and White Canyon held by Denison. Upon completion of the Arrangement, EFI will hold all of the shares of DMHC and White Canyon, and Denison’s shareholders will in aggregate own approximately 66.5% of the issued and outstanding common shares of EFI.

       

    The obligations of EFI and Denison to complete the Arrangement shall be subject to the satisfaction of the following mutual conditions:


      (1)

    Waiver by Korea Electric Power Corporation (“KEPCO”) to its right of first opportunity.

      (2)

    The assignment of KEPCO’s Offtake Agreement with Denison to EFI or DMHC.

      (3)

    Approval of the Arrangement by Denison shareholders.

      (4)

    Approval of the Arrangement by EFI shareholders.

    D-8



    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    3.

    Share acquisition of Denison Mines Holding Corp. and White Canyon Uranium Ltd. (continued)

         
      (5)

    Approval of the Toronto Stock Exchange and the NYSE MKT, including requisite consents, waivers, permits, exemptions, order and approvals of, and any registrations and filings with any Governmental Entities and other essential parties.

      (6)

    No pending or threatened lawsuits, actions or proceedings by any Governmental Entity, unless previously disclosed.

    The Arrangement contains customary deal protection mechanisms, including a break fee payable in certain events, non-solicitation provisions and rights to match a superior proposal.

    The cost of the acquisition will include the fair value of the issuance of 425,441,494 EFI common shares (based on the five-day average closing price of $0.25 for the Company’s shares ended May 18, 2012) plus EFI estimated transaction costs of $2,197,975.

    The acquisition is expected to be accounted for as a business combination under IFRS. For the purposes of the pro forma statement of financial position, the value of the share consideration has been based on the five-day average closing price of the Company’s shares ended May 18, 2012 (the effective date of presentation of the Acquisition for purposes of the unaudited pro forma statement of financial position). The Company will value the share consideration component based on the closing price of the Company’s shares on the date the Acquisition closes, which may result in an increase or decrease in the consideration for accounting purposes. For every $0.01 change in share price of the Company, the purchase price will change by $4,254,415.

    The allocation of the purchase price is based upon management’s preliminary estimates and certain assumptions with respect to the fair value associated with the assets and the liabilities to be acquired. Moreover, this preliminary fair value is supported by an earlier fairness opinion provided to EFI. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed below in the assumed pro forma purchase price allocation as further analysis (including identification of intangible assets, if any, for which no amounts have been estimated and included in the preliminary amounts shown below) is completed. Consequently, the actual allocation of the purchase price is likely to result in different adjustments than those in the unaudited pro forma consolidated statements. EFI will complete a full and detailed valuation of the DMHC assets. Therefore, it is likely that the fair values of assets and liabilities acquired, including mineral properties and property, plant & equipment, will vary from those shown below and the differences may be material.

    D-9



    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    3.

    Share acquisition of Denison Mines Holding Corp. and White Canyon Uranium Ltd. (continued)

    The preliminary allocation of fair value assumed in these unaudited pro forma condensed consolidated financial statements is subject to change and is summarized as follows:

                Fair Value        
          Book Value     Adjustments     Fair Value  
      Purchase price                  
         Issuance of 425,441,494 common shares of EFI             $  106,360,374  
                         
      Fair value of assets and liabilities acquired                  
         Cash and cash equivalents $  281,570   $  -   $  281,570  
         Accounts receivable   16,494,220     -     16,494,220  
         Raw material inventories   20,862,910     -     20,862,910  
         Concentrate inventories   12,300,540     558,000     12,858,540  
         Prepaid expenses and other assets   856,495     -     856,495  
         Investments   50,200     -     50,200  
         Property, plant and equipment   39,199,424     -     39,199,424  
         Mineral properties   43,051,430     -     43,051,430  
         Restricted cash   24,668,620     -     24,668,620  
         Accounts payable and accrued liabilities (1)   (5,551,587 )   -     (5,551,587 )
         Deferred revenue   (1,150,275 )   -     (1,150,275 )
         Decommissioning liabilities   (7,237,861 )   -     (7,237,861 )
         Other liabilities (1)   (99,593 )   -     (99,593 )
         Gain on bargain purchase   -     (37,923,719 )   (37,923,719 )
        $  143,726,093   $  (37,365,719 ) $  106,360,374  

    (1) The book value reported has been adjusted to exclude intercompany accounts.

    4.

    Effect of Acquisition on the unaudited pro forma consolidated financial statements

       

    The unaudited pro forma condensed consolidated financial statements incorporate the following adjustments:


      a.

    An adjustment of $37,923,719 to reflect the excess of the fair value of the assets acquired by EFI over the consideration transferred, which has been recognized as a gain on bargain purchase. The bargain purchase resulted from the share price used in calculating the purchase price decreasing without a subsequent change in the underlying fair value of the DMHC assets and liabilities;

         
      b.

    An adjustment of $2,197,975 to reflect EFI’s estimated costs and expenses of the transaction. EFI’s transaction costs are comprised of previously deferred costs of $35,552, additional cash costs of $1,189,223, and by the issuance of 4,000,000 EFI common shares having an aggregate market price of $973,200, valued based on the five-day average price the Company’s shares at the date ended May 18, 2012.

    D-10



      c.

    An adjustment of $106,360,374 to reflect the issuance of 425,441,494 common shares of EFI for the common shares of DMHC and White Canyon;

         
      d.

    An adjustment of $189,164,457 to eliminate the historical capital stock account of DMHC;

         
      e.

    An adjustment to eliminate acquired intercompany balances;

    D-11



    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

      f.

    An adjustment of $165,493,553 to eliminate DMHC’s accumulated deficit;

         
      g.

    An adjustment of $50,200 to eliminate DMHC’s accumulated other comprehensive income;

         
      h.

    An adjustment of $32,625,261 to eliminate DMHC’s goodwill impairment related to its proposed transaction with EFI;

         
      i.

    An adjustment of $44,079,000 to eliminate DMHC’s impairment of U.S. mining assets related to its proposed transaction with EFI;

         
      j.

    An adjustment of $242,647 to eliminate DMHC’s intercompany-related consulting income related to Denison’s Mongolia projects;

         
      k.

    An adjustment of $14,356 to eliminate DMHC’s intercompany-related interest income related to Denison’s Mongolia projects;

         
      l.

    An adjustment to eliminate DMHC’s intercompany-related interest expense;

         
      m.

    An adjustment of $558,000 to reflect the increase in the fair value of uranium concentrates; and

         
      n.

    An adjustment of $2,000,000 to eliminate the historical preferred stock account of DMHC.


    5.

    Pro forma shares outstanding

       

    The average number of shares used in the computation of pro forma basic and diluted loss per share has been determined as follows:


          Six Months Ended     Year Ended  
          March 31, 2012     September 30, 2011  
      Weighted average shares outstanding of EFI (excluding Titan)   123,999,665     111,376,261  
      Shares issued to acquire Titan   89,063,997     89,063,997  
      Shares issued to settle Titan transaction costs   1,256,489     1,256,489  
      Shares issued to acquire DMHC   425,441,494     425,441,494  
      Shares issued to settle transaction costs   4,000,000     4,000,000  
      Pro forma weighted average shares of EFI (1)   643,761,645     631,138,241  

      (1)

    The pro forma weighted average shares of EFI does not reflect the consolidation of EFI shares on a 10-for-1 basis which is expected to occur subsequent to the acquisition.

    D-12


    SCHEDULE E - FINANCIAL STATEMENTS OF DMHC

    DENISON MINES HOLDINGS CORP.  
    Condensed Interim Consolidated Statements of Financial Position  
    (Unaudited - Expressed in thousands of U.S. dollars)  
        At March 31     At December 31  
        2012     2011  
    ASSETS            
    Current            
    Cash $  282   $  230  
    Trade and other receivables (note 4)   16,494     7,940  
    Inventories (note 5)   33,164     34,496  
    Prepaid expenses and other   856     1,120  
        50,796     43,786  
    Non-Current            
    Investments   50     46  
    Restricted cash and investments (note 6)   24,669     24,651  
    Property, plant and equipment (note 7)   82,251     80,678  
    Long-term receivables (note 11)   9,616     9,595  
    Total assets $  167,382   $  158,756  
                 
    LIABILITIES            
    Current            
    Accounts payable and accrued liabilities $  6,613   $  7,462  
    Current portion of long-term liabilities:            
       Deferred revenue   1,150     893  
       Debt obligations (note 11)   124,625     -  
        132,388     8,355  
    Non-Current            
    Debt obligations (note 11)   -     116,755  
    Reclamation obligations (note 8)   7,238     7,140  
    Other liabilities (note 11)   2,035     2,035  
    Total liabilities   141,661     134,285  
                 
    EQUITY            
    Share capital (note 9)   191,164     191,164  
    Deficit   (165,493 )   (166,739 )
    Accumulated other comprehensive income   50     46  
    Total equity   25,721     24,471  
    Total liabilities and equity $  167,382   $  158,756  

    Commitments and contingencies (note 12)
    Subsequent events (note 13)

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

    E-1



    DENISON MINES HOLDINGS CORP.
    Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
    (Unaudited - Expressed in thousands of U.S. dollars)

        Three Months Ended  
        March 31     March 31  
        2012     2011  
                 
    REVENUES (note 10) $  22,755   $  22,733  
                 
    EXPENSES            
    Operating expenses (note 10)   (19,163 )   (22,211 )
    Mineral property exploration   (15 )   (36 )
    General and administrative   (1,715 )   (1,269 )
    Other income (expense) (note 10)   (143 )   689  
        (21,036 )   (22,827 )
    Income (loss) before finance charges   1,719     (94 )
                 
    Finance expense (note 10)   (473 )   (471 )
    Income (loss) before taxes   1,246     (565 )
                 
    Income tax expense   -     -  
    Net income (loss) for the period $  1,246   $  (565 )
                 
    Comprehensive income (loss):            
       Unrealized gain (loss) on investments   4     (53 )
    Comprehensive income (loss) for the period $  1,250   $  (618 )

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

    E-2



    DENISON MINES HOLDINGS CORP.
    Condensed Interim Consolidated Statements of Changes in Equity
    (Unaudited - Expressed in thousands of U.S. dollars)

        Three Months Ended  
        March 31     March 31  
        2012     2011  
                 
    Share capital            
    Balance-beginning of period $  191,164   $  128,894  
    Share issues-net of issue costs   -     -  
    Balance-end of period   191,164     128,894  
                 
    Deficit            
    Balance-beginning of period   (166,739 )   (77,447 )
    Net income (loss)   1,246     (565 )
    Balance-end of period   (165,493 )   (78,012 )
                 
    Accumulated other comprehensive income            
    Balance-beginning of period   46     200  
    Unrealized gain (loss) on investments   4     (53 )
    Balance-end of period   50     147  
                 
    Total Equity            
    Balance-beginning of period $  24,471   $  51,647  
    Balance-end of period $  25,721   $  51,029  

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

    E-3



    DENISON MINES HOLDINGS CORP.
    Condensed Interim Consolidated Statements of Cash Flow
    (Unaudited - Expressed in thousands of U.S. dollars)

        Three Months Ended  
        March 31     March 31  
    CASH PROVIDED BY (USED IN):   2012     2011  
                 
    OPERATING ACTIVITIES            
    Net income (loss) for the period $  1,246   $  (565 )
    Items not affecting cash:            
       Depletion, depreciation, amortization and accretion   10,765     8,971  
       Losses on asset disposals   -     8  
       Gains on restricted investments   135     127  
       Non-cash inventory adjustments   (27 )   1,374  
       Deferred income tax expense (recovery)   -     -  
    Change in non-cash working capital items (note 10):   (14,624 )   (759 )
    Net cash provided by (used in) operating activities   (2,505 )   9,156  
                 
    INVESTING ACTIVITIES            
    Decrease in notes receivable   9     759  
    Expenditures on property, plant and equipment   (5,169 )   (5,048 )
    Increase in restricted cash and investments   (153 )   (3,061 )
    Net cash used in investing activities   (5,313 )   (7,350 )
                 
    FINANCING ACTIVITIES            
    Increase (decrease) in debt obligations   7,870     (10,630 )
    Net cash provided by (used in) financing activities   7,870     (10,630 )
                 
    Increase (decrease) in cash   52     (8,824 )
    Cash, beginning of period   230     9,551  
    Cash, end of period $  282   $  727  

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

    E-4



    DENISON MINES HOLDINGS CORP.
    Notes to the Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2012 and 2011
    (Unaudited - Expressed in U.S. dollars except for shares and per share amounts)

    1.

    NATURE OF OPERATIONS

       

    Denison Mines Holdings Corp. and its subsidiary companies (collectively, the “Company”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium bearing properties, extraction, processing and selling of uranium.

       

    The Company has a 100% interest in the White Mesa mill located in Utah, United States and has interests in a number of nearby mines. Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co- product of some of the Company’s mines is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company is also in the business of processing uranium bearing waste materials, referred to as “alternate feed materials”.

       

    Denison Mines Holdings Corp. (“DMHC”) is incorporated in the State of Delaware and domiciled in the United States. The address of its registered head office is 1050 17 th Street, Suite 950, Denver, Colorado, United States, 80265. The Company is a wholly owned subsidiary of Denison Mines Corp. (the “Parent”), which holds all of the Company’s common shares either directly or indirectly through White Canyon Uranium Limited (“WCU”), another subsidiary of the Parent. The Parent is a publicly listed corporation incorporated under the Business Corporations Act (Ontario) and domiciled in Canada.

       
    2.

    BASIS OF PRESENTATION AND ADOPTION OF IFRS

       

    These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting . The condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2011.

       

    The Company’s presentation currency is U.S dollars.

       

    These financial statements were approved by the board of directors for issue on May 22, 2012.

       
    3.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The significant accounting policies used in the preparation of these condensed interim consolidated financial statements are the same as those applied in the Company’s annual financial statements for the year ended December 31, 2011.

    E-5



    4.

    TRADE AND OTHER RECEIVABLES

       

    The trade and other receivables balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Trade receivables - mineral concentrate sales $  16,226   $  7,762  
      Trade receivables - other   56     105  
      Sundry receivables   148     -  
      Notes and lease receivables   64     73  
        $  16,494   $  7,940  

    5.

    INVENTORIES

       

    The inventories balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Uranium concentrates and work-in-progress $  12,283   $  14,672  
      Vanadium concentrates and work-in-progress   18     18  
      Inventory of ore in stockpiles   17,581     15,360  
      Mine and mill supplies   3,282     4,446  
        $  33,164   $  34,496  
                   
      Inventories - by duration:            
         Current $  33,164   $  34,496  
         Long-term - ore in stockpiles   -     -  
        $  33,164   $  34,496  

    Operating expenses include write-downs of $nil and $868,000 relating to the net realizable value of the Company’s uranium and vanadium inventories for the three months ended March 2012 and March 2011, respectively.

       

    Long-term ore in stockpile inventory represents an estimate of the amount of ore on the stockpile in excess of the next twelve months of planned mill production.

       
    6.

    RESTRICTED CASH AND INVESTMENTS

       

    The Company has certain restricted cash and investments deposited to collateralize its reclamation obligations. The restricted cash and investments balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Cash equivalents $  564   $  371  
      Investments   24,105     24,280  
        $  24,669   $  24,651  

    Mill and Mine Reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. During the three months ended March 31, 2012, the Company deposited $nil into its collateral account.

    E-6



    7.

    PROPERTY, PLANT AND EQUIPMENT

       

    The property, plant and equipment balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Plant and equipment:            
         Cost $  82,738   $  82,138  
         Construction-in-progress   1,381     223  
         Accumulated depreciation   (44,919 )   (42,448 )
      Net book value $  39,200   $  39,913  
                   
      Mineral properties:            
         Cost $  52,015   $  48,018  
         Accumulated amortization   (8,964 )   (7,253 )
      Net book value $  43,051   $  40,765  
                   
      Net book value $  82,251   $  80,678  

    The property, plant and equipment continuity summary is as follows:

                Accumulated        
                Amortization /     Net  
      (in thousands)   Cost     Depreciation     Book Value  
                         
      Plant and equipment:                  
         Balance - December 31, 2011 $  82,361   $  (42,448 ) $  39,913  
         Additions   1,844     -     1,844  
         Amortization   -     (11 )   (11 )
         Depreciation   -     (2,546 )   (2,546 )
         Disposals   (86 )   86     -  
         Balance - March 31, 2012 $  84,119   $  (44,919 ) $  39,200  
                         
      Mineral properties:                  
         Balance - December 31, 2011 $  48,018   $  (7,253 ) $  40,765  
         Additions   3,997     -     3,997  
         Amortization   -     (1,711 )   (1,711 )
         Balance - March 31, 2012 $  52,015   $  (8,964 ) $  43,051  

    Plant and Equipment-Mining

    The Company has a 100% interest in the White Mesa mill located in Utah and mines located in Arizona, Colorado and Utah. Mined ore from these mines is processed at the White Mesa mill.

    Mineral Properties

    The Company has 100% interests in various mines in the Colorado Plateau, Arizona Strip, Henry Mountain and White Canyon mining districts located in Colorado, Arizona and Utah which are either in operations, development or on standby.

    E-7



    8.

    RECLAMATION OBLIGATIONS

       

    The reclamation obligations balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Reclamation liability $  7,238   $  7,140  
        $  7,238   $  7,140  
                   
      Reclamation and remediation liability - by duration:            
         Current   -     -  
         Non-current   7,238     7,140  
        $  7,238   $  7,140  

    The reclamation obligations continuity summary is as follows:

      (in thousands)      
             
      Balance - December 31, 2011 $  7,140  
      Accretion   98  
      Balance - March 31, 2012 $  7,238  

    Site Restoration: U.S. Mill and Mines

       

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted at rates ranging from 4.98% to 5.67%. As at December 31, 2011, the undiscounted amount of estimated future reclamation costs was $23,082,000. Reclamation costs are expected to be incurred between 2013 and 2040.

       
    9.

    SHARE CAPITAL

       

    The Company is authorized to issue 5,000 preferred shares with a par value of $1,000 and 100 common shares without par value. A continuity summary of the issued and outstanding shares and the associated dollar amounts is presented below:


          Number of     Preferred     Number of     Common  
          Preferred     Shares     Common     Shares  
      (in thousands except share amounts)   Shares (1)     Amount     Shares     Amount  
                               
      Balance at December 31, 2011 and March 31, 2012   2,000   $  2,000     15.7   $  189,164  

      (1)

    The Parent holds all of the Company’s preferred shares. These preferred shares have no voting rights, are redeemable on demand, and are entitled to receive cumulative dividends at the rate of 7% per annum, payable quarterly out of the earnings of the Company, when declared by the Board of Directors. The Parent has not and has no intention to exercise any of its rights with respect to its preferred share holdings, including the right to demand redemption of the shares and receive the cumulative dividends which would otherwise have arisen to date.

    E-8



    10.

    SUPPLEMENTAL FINANCIAL INFORMATION

       

    The components of revenues are as follows:


          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Uranium concentrates $  22,703   $  16,870  
      Vanadium concentrates   -     5,579  
      Commission fees   -     185  
      Alternate feed processing and other   52     99  
      Revenues $  22,755   $  22,733  

    The components of operating expenses are as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Cost of goods and services sold:            
         COGS – mineral concentrates $  (18,824 ) $  (20,253 )
         Operating Overheads:            
                 Mining, other development expense   (11,835 )   (9,137 )
                 Milling, conversion expense   (9,246 )   (27,220 )
                 Mill feed cost:            
                     -Stockpile depletion   (5,582 )   (8,623 )
                     -Mineral property amortization   (1,711 )   (764 )
                 Less absorption:            
                     -Stockpiles, mineral properties   11,798     9,111  
                     -Concentrates   16,435     36,485  
         Inventory–non-cash adjustments   27     (1,374 )
      Cost of goods and services sold   (18,938 )   (21,775 )
      Reclamation obligations            
         Asset amortization   (11 )   (15 )
         Liability adjustments   -     -  
      Selling expenses   (214 )   (421 )
      Operating expenses $  (19,163 ) $  (22,211 )

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

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Gains (losses) on:            
         Disposal of property, plant and equipment $  -   $  (7 )
         Restricted cash and investments-fair value change   (135 )   (127 )
         Other   (8 )   823  
      Other income (expense) $  (143 ) $  689  

    The components of finance expense are as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Interest income $  155   $  125  
      Interest expense   (530 )   (486 )
      Accretion expense-reclamation obligations   (98 )   (110 )
      Finance expense $  (473 ) $  (471 )

    E-9


    A summary of depreciation expense recognized in the statement of operations is as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Operating expenses:            
         Mining, other development expense $  (1,261 ) $  (1,289 )
         Milling, conversion expense   (1,264 )   (1,543 )
      General and administrative   (21 )   (5 )
      Depreciation expense - gross $  (2,546 ) $  (2,837 )

    A summary of employee benefits expense recognized in the statement of operations is as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Salaries and short-term employee benefits $  (6,241 ) $  (5,003 )
      Employee benefits expense $  (6,241 ) $  (5,003 )

    The change in non-cash working capital items in the consolidated statements of cash flows is as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Change in non-cash working capital items:            
       Trade and other receivables $  (8,563 ) $  10,827  
       Inventories   (5,712 )   (11,370 )
       Prepaid expenses and other assets   264     259  
       Long-term receivables   (21 )   (31 )
       Accounts payable and accrued liabilities   (849 )   (604 )
       Deferred revenue   257     160  
      Change in non-cash working capital items $  (14,624 ) $  (759 )

    11.

    RELATED PARTY TRANSACTIONS


          March 31     December 31  
      (in thousands)   2012     2011  
                   
      Long-term receivables:            
       Receivable from Denison Mines (Bermuda) I Ltd. $  9,616   $  9,595  
      Total long-term receivables   9,616     9,595  
                   
      Accounts payable and accrued liabilities:            
       Due to Parent   (1,062 )   (530 )
      Total accounts payable and accrued liabilities   (1,062 )   (530 )
                   
      Debt obligations:            
       Due to Parent   (124,625 )   (116,755 )
      Total debt obligations   (124,625 )   (116,755 )
                   
      Other liabilities:            
       Due to Denison Mines Inc.   (1,935 )   (1,935 )
      Total other liabilities   (1,935 )   (1,935 )
      Net amounts due to related parties $  (118,006 ) $  (109,625 )

    E-10


    Denison Mines Corp.

    The Company’s operations are funded by its Parent through cash advances, debt obligations and capital contributions. The Company is a party to a revolving credit facility (the “Facility”) with the Parent for up to $125,000,000 subject to an interest rate of LIBOR plus 1.2% . During the three months ended March 31, 2012, the Company drew $7,870,000 on the Facility, increasing the debt obligation to $124,625,000 at March 31, 2012 (December 31, 2011: $116,755,000). Interest charged on this Facility totaled $532,000 in the three months ended March 31, 2012 with interest payable of $1,062,000 at March 31, 2012 (December 31, 2011: $530,000). The maturity date of the Facility is January 1, 2013.

    No sales were made to the Parent in the three months ended March 31, 2012. The Company sold 117,000 pounds of U 3 O 8 at a fair value of $7,178,000 to the Parent in the three months ended March 31, 2011.

    The Company has pledged of all of its shares in its material subsidiaries and a first-priority security interest in all of its present and future personal property as collateral for a revolving term credit facility held by the Parent with the Bank of Nova Scotia. As at March 31, 2012, the Parent did not meet the minimum tangible net worth covenant. However, the Bank of Nova Scotia has waived this requirement and the Parent was not in default under the facility. A support agreement is in place whereby the Parent has committed to provide financial support to the Company until at least March 31, 2013, or until there is a change in control of the Company.

    Denison Mines Inc.

    In prior periods, the Company purchased uranium from Denison Mines Inc. (“DMI”), a subsidiary of the Parent. DMI also made payments on behalf of the Company. Consideration of $1,935,000 for these uranium purchases and payments is payable to DMI at March 31, 2012 (December 31, 2011: $1,935,000).

    Denison Mines (Bermuda) I Ltd.

    Denison Mines (Bermuda) I Ltd. (“DMB”) is a wholly owned subsidiary of the Parent. The Company earns consulting income from and makes payments on behalf of DMB and its subsidiaries in support of its Gurvan Saihan Joint Venture in Mongolia. Payments totaling $21,000 were made on behalf of DMB and its subsidiaries in the three months ended March 31, 2012. Receivable balances from DMB and its subsidiaries totaled $9,616,000 at March 31, 2012 (December 31, 2011: $9,595,000).

    Compensation of Key Management Personnel

    Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company’s executive officers, vice-presidents and members of its Board of Directors.

    The following compensation was awarded to key management personnel:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Salaries and short-term employee benefits $  299   $  182  
      Key management personnel compensation $  299   $  182  

    E-11



    12.

    COMMITMENTS AND CONTINGENCIES

       

    General Legal Matters

       

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

       

    Performance Bonds and Letters of Credit

       

    In conjunction with various contracts, reclamation and other performance obligations, the Company may be required to issue performance bonds and letters of credit as security to creditors to guarantee the Company’s performance. Any potential payments which might become due under these items would be related to the Company’s non-performance under the applicable contract. As at March 31, 2012, the Company had outstanding bonds of $23,699,000 (December 31, 2011: $23,526,000), collateralized by restricted cash and investments of $24,669,000 (see note 6).

       
    13.

    SUBSEQUENT EVENTS

       

    On April16, 2012, the Parent entered into a Letter Agreement to complete a transaction with EFR whereby EFR will acquire the Parent’s interest in the Company and WCU in exchange for 425,441,494 common shares of EFR. Immediately following the closing of the transaction, the Company is expected to become a wholly-owned subsidiary of EFR. Completion of the transaction is subject to a number of conditions and contingencies, and is anticipated to be closed by the end of June 2012.

    E-12


    INDEPENDENT AUDITOR’S REPORT

    To the Directors of Denison Mines Holdings Corp.

    We have audited the accompanying consolidated financial statements of Denison Mines Holdings Corp. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2011, December 31, 2010 and January 1, 2010 and the consolidated statements of income (loss) and comprehensive income (loss), the consolidated statements of changes in equity, and the consolidated statements of cash flow for the years ended December 31, 2011 and December 31, 2010, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

    Management’s responsibility for the financial statements

    Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards (“IFRS”), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

    Auditor’s responsibility

    Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

    We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

    Opinion

    In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Denison Mines Holdings Corp. as at December 31, 2011, December 31, 2010 and January 1, 2010 and its results of operations and its cash flows for the years ended December 31, 2011 and December 31, 2010 in accordance with IFRS.

    Original signed by “ PricewaterhouseCoopers LLP

    Chartered Accountants, Licensed Public Accountants
    May 22, 2012

    E-13



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Financial Position
    (Expressed in thousands of U.S. dollars)

        At December 31     At December 31     At January 1  
        2011     2010     2010  
    ASSETS                  
    Current                  
    Cash $  230   $  9,551   $  232  
    Trade and other receivables (note 6)   7,940     14,892     2,279  
    Inventories (note 7)   34,496     26,368     31,228  
    Prepaid expenses and other   1,120     1,221     938  
        43,786     52,032     34,677  
    Non-Current                  
    Investments   46     200     117  
    Restricted cash and investments (note 8)   24,651     20,315     19,564  
    Property, plant and equipment (note 9)   80,678     94,400     79,948  
    Long-term receivables (note 15)   9,595     9,151     8,525  
    Total assets $  158,756   $  176,098   $  142,831  
                       
    LIABILITIES                  
    Current                  
    Accounts payable and accrued liabilities $  7,462   $  8,926   $  6,562  
    Current portion of long-term liabilities:                  
          Deferred revenue   893     -     -  
        8,355     8,926     6,562  
    Non-Current                  
    Deferred revenue   -     3,339     3,186  
    Debt obligations (note 15)   116,755     103,993     100,322  
    Reclamation obligations (note 11)   7,140     6,383     8,609  
    Other liabilities (note 15)   2,035     1,810     100  
    Total liabilities   134,285     124,451     118,779  
                       
    EQUITY                  
    Share capital (note 13)   191,164     128,894     117,450  
    Deficit   (166,739 )   (77,447 )   (93,515 )
    Accumulated other comprehensive income   46     200     117  
    Total equity   24,471     51,647     24,052  
    Total liabilities and equity $  158,756   $  176,098   $  142,831  

    Commitments and contingencies (note 17)
    Subsequent events (note 18)

    The accompanying notes are an integral part of the consolidated financial statements

    On behalf of the Board of Directors :  
       
    Original signed by “ Ron F. Hochstein Original signed by “ David C. Frydenlund
    Director Director

    E-14



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
    (Expressed in thousands of U.S. dollars)

        Year Ended  
        December 31     December 31  
        2011     2010  
                 
    REVENUES (note 14) $  71,003   $  79,142  
                 
    EXPENSES            
    Operating expenses (note 14)   (76,245 )   (66,602 )
    Mineral property exploration   (678 )   (566 )
    General and administrative   (5,253 )   (5,276 )
    Goodwill impairment (note 10)   (32,625 )   -  
    Impairment of property, plant and equipment (note 9)   (44,079 )   -  
    Other income (note 14)   912     11,566  
        (157,968 )   (60,878 )
    Income (loss) before finance charges   (86,965 )   18,264  
                 
    Finance expense (note 14)   (1,736 )   (1,728 )
    Income (loss) before taxes   (88,701 )   16,536  
                 
    Income tax recovery (expense) (note 12):            
       Current   (26 )   (468 )
       Deferred   (565 )   -  
    Net income (loss) for the period $  (89,292 ) $  16,068  
                 
    Comprehensive income (loss):            
       Unrealized gain (loss) on investments   (154 )   83  
    Comprehensive income (loss) for the period $  (89,446 ) $  16,151  

    The accompanying notes are an integral part of the consolidated financial statements

    E-15



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Changes in Equity
    (Expressed in thousands of U.S. dollars)

        Year Ended  
        December 31     December 31  
        2011     2010  
                 
    Share capital            
    Balance-beginning of period $  128,894   $  117,450  
    Capital contribution   -     11,444  
    Share issues   62,270     -  
    Balance-end of period   191,164     128,894  
                 
    Deficit            
    Balance-beginning of period   (77,447 )   (93,515 )
    Net income (loss)   (89,292 )   16,068  
    Balance-end of period   (166,739 )   (77,447 )
                 
    Accumulated other comprehensive income            
    Balance-beginning of period   200     117  
    Unrealized gain (loss) on investments   (154 )   83  
    Balance–end of period   46     200  
                 
    Total Equity            
    Balance-beginning of period $  51,647   $  24,052  
    Balance-end of period $  24,471   $  51,647  

    The accompanying notes are an integral part of the consolidated financial statements

    E-16



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Cash Flow
    (Expressed in thousands of U.S. dollars)

        Year Ended  
        December 31     December 31  
    CASH PROVIDED BY (USED IN):   2011     2010  
                 
    OPERATING ACTIVITIES            
    Net income (loss) for the period $  (89,292 ) $  16,068  
    Items not affecting cash:            
       Depletion, depreciation, amortization and accretion   33,934     30,803  
       Goodwill impairment   32,625     -  
       Impairment on property, plant and equipment   44,079     -  
       Losses (gains) on asset disposals   534     (56 )
       Gains on restricted investments   (401 )   (207 )
       Non-cash inventory adjustments   150     (10,235 )
       Deferred income tax expense (recovery)   565     -  
    Change in non-cash working capital items (note 14):   (22,151 )   (17,384 )
    Net cash provided by operating activities   43     18,989  
                 
    INVESTING ACTIVITIES            
    Cash acquired from business transfer (note 5)   1,197     -  
    Decrease (increase) in notes receivable   784     (857 )
    Expenditures on property, plant and equipment   (20,352 )   (23,494 )
    Proceeds on sale of property, plant and equipment   33     110  
    Increase in restricted cash and investments   (3,788 )   (544 )
    Net cash used in investing activities   (22,126 )   (24,785 )
                 
    FINANCING ACTIVITIES            
    Increase in debt obligations   12,762     3,671  
    Capital contributions   -     11,444  
    Net cash provided by financing activities   12,762     15,115  
                 
    Increase (decrease) in cash   (9,321 )   9,319  
    Cash, beginning of period   9,551     232  
    Cash, end of period $  230   $  9,551  
                 
    Supplemental cash flow disclosure :            
       Interest paid   1,809     1,658  
       Income taxes paid (recovered) $  25   $  (1,386 )

    The accompanying notes are an integral part of the consolidated financial statements

    E-17



    DENISON MINES HOLDINGS CORP.
    Notes to the consolidated financial statements for the years ended December 31, 2011 and 2010
    (Expressed in U.S. dollars except for shares and per share amounts)

    1.

    NATURE OF OPERATIONS

       

    Denison Mines Holdings Corp. and its subsidiary companies (collectively, the “Company”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium bearing properties, extraction, processing and selling of uranium.

       

    The Company has a 100% interest in the White Mesa mill located in Utah, United States and has interests in a number of nearby mines. Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co- product of some of the Company’s mines is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company is also in the business of processing uranium bearing waste materials, referred to as “alternate feed materials”.

       

    Denison Mines Holdings Corp. (“DMHC”) is incorporated in the State of Delaware and domiciled in the United States. The address of its registered head office is 1050 17 th Street, Suite 950, Denver, Colorado, United States, 80265. The Company is a wholly owned subsidiary of Denison Mines Corp. (the “Parent”), which holds all of the Company’s common shares either directly or indirectly through White Canyon Uranium Limited (“WCU”), another subsidiary of the Parent. The Parent is a publicly listed corporation incorporated under the Business Corporations Act (Ontario) and domiciled in Canada.

       

    References to “2011” and “2010” refer to the year ended December 31, 2011 and the year ended December 31, 2010 respectively.

       
    2.

    BASIS OF PRESENTATION AND ADOPTION OF IFRS

       

    The consolidated financial statements are the Company’s first annual financial statements and have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. All adjustments considered necessary by management for fair presentation have been included in these financial statements.

       

    The Company’s presentation currency is U.S dollars.

       

    These financial statements were approved by the board of directors for issue on May 22, 2012.

       
    3.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The significant accounting policies used in the preparation of these consolidated financial statements are described below:


      (a)

    Consolidation

         
     

    The financial statements of the Company consolidate the accounts of DMHC and its subsidiaries. Subsidiaries are those entities which DMHC controls by having the power to govern the financial and operating policies. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether DMHC controls another entity. Subsidiaries are fully consolidated from the date on which control is obtained by DMHC and are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealized gains and losses from intercompany transactions are eliminated.

         
      (b)

    Foreign currency translation


      (i)

    Functional and presentation currency

         
     

    Items included in the financial statements of each entity in the DMHC group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). Primary and secondary indicators are used to determine the functional currency (primary indicators have priority over secondary indicators). Primary indicators include the currency that mainly influences sales prices and the currency that mainly influences labour, material and other costs. Secondary indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operating activities are usually retained. The U.S. dollar has been determined to be the functional currency for the Company and its subsidiaries.

    E-18



     

    The consolidated financial statements are presented in U.S. dollars, unless otherwise stated.

         
      (ii)

    Transactions and balances

         
     

    Foreign currency transactions are translated into an entity’s functional currency using the exchange rates prevailing at the dates of the transactions. Generally, foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the statement of income.


      (c)

    Business combinations

         
     

    A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs.

         
     

    Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their acquisition-date fair values. The acquisition date is the date the Company acquires control over the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

         
     

    Acquisition related costs, other than costs to issue debt or equity securities of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees and other professional or consulting fees are expensed as incurred.

         
     

    If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. The maximum length of time for the measurement period is one year from the acquisition date.

         
      (d)

    Cash

         
     

    Cash includes cash on hand and deposits held with banks which are subject to an insignificant risk of changes in value.

         
      (e)

    Financial instruments

         
     

    Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligations specified in the contract is discharged, cancelled or expires.

         
     

    At initial recognition, the Company classifies its financial instruments in the following categories:


      (i)

    Financial assets and liabilities at fair value through profit or loss (“FVPL”)

         
     

    A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short-term. Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed in the consolidated statement of income. Gains and losses arising from changes in fair value are presented in the consolidated statement of income in the period in which they arise.

    E-19



      (ii)

    Available-for-sale investments

         
     

    Available-for-sale investments are recognized initially at fair value plus transaction costs and are subsequently carried at fair value. Gains or losses arising from re-measurement are recognized in other comprehensive income. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income to the statement of income.

         
      (iii)

    Loans and receivables

         
     

    Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognized at the amount expected to be received, less a discount (when material) to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

         
      (iv)

    Financial liabilities at amortized cost

         
     

    Financial liabilities are initially recognized at the amount required to be paid, less a discount (when material) to reduce the financial liabilities to fair value. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

    The Company has designated its financial assets and liabilities as follows:

      (f)

    Impairment of financial assets

         
     

    At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other than a financial asset classified as fair value through profit and loss) is impaired. Objective evidence of an impairment loss includes: i) significant financial difficulty of the obligor; ii) delinquencies in interest or principal payments; iii) increased probability that the borrower will enter bankruptcy or other financial reorganization; and iv) in the case of equity securities, a significant or prolonged decline in the fair value of the security below its cost.

         
     

    If such evidence exists, the Company recognizes an impairment loss, as follows:


      (i)

    Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account.

         
      (ii)

    Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset and its fair value at the measurement date, less any impairment losses previously recognized in the statement of income. This amount represents the cumulative loss in accumulated other comprehensive income that is reclassified to net income.


      (g)

    Inventories

         
     

    Expenditures, including depreciation, depletion and amortization of production assets, incurred in the mining and processing activities that will result in the future concentrate production are deferred and accumulated as ore in stockpiles and in-process and concentrate inventories. These amounts are carried at the lower of average costs or net realizable value (“NRV”). NRV is the difference between the estimated future concentrate price (net of selling costs) and estimated costs to complete production into a saleable form.

    E-20



     

    Stockpiles are comprised of coarse ore that has been extracted from the mine and is available for further processing. Mining production costs are added to the stockpile as incurred and removed from the stockpile based upon the average cost per ton of ore produced from mines considered to be in commercial production. The current portion of ore in stockpiles represents the amount expected to be processed in the next twelve months.

         
     

    In-process and concentrate inventories include the cost of the ore removed from the stockpile, a pro-rata share of the amortization of the associated mineral property, as well as production costs incurred to process the ore into a saleable product. Processing costs typically include labor, chemical reagents and directly attributable mill overhead expenditures. Items are valued according to the first-in first-out method (FIFO) or at weighted average cost, depending on the type of inventory or work-in-process.

         
     

    Materials and other supplies held for use in the production of inventories are carried at average cost and are not written down below that cost if the finished products in which they will be incorporated are expected to be sold at or above cost. However, when a decline in the price of concentrates indicates that the cost of the finished products exceeds net realizable value, the materials are written down to net realizable value. In such circumstances, the replacement cost of the materials may be the best available measure of their net realizable value.

         
      (h)

    Property, plant and equipment

         
     

    Property, plant and equipment are recorded at acquisition or production cost and carried net of depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the statement of income during the period in which they are incurred.

         
     

    Depreciation is calculated on a straight line or unit of production basis as appropriate. Where a straight line methodology is used, the assets are depreciated to their estimated residual value over an estimated useful life which ranges from three to fifteen years depending upon the asset type. Where a unit of production methodology is used, the assets are depreciated to their estimated residual value over the useful life defined by management’s best estimate of recoverable reserves and resources in the current mine plan. When assets are retired or sold, the resulting gains or losses are reflected in current earnings as a component of other income or expense. The Company allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

         
     

    Where straight-line depreciation is utilized, the range of useful lives for various asset classes is generally as follows:


      Buildings 15 years;
      Production machinery and equipment 5 - 7 years;
      Other 3 - 5 years.

      (i)

    Mineral property acquisition, exploration and development costs

         
     

    Costs relating to the acquisition of acquired mineral rights and acquired exploration rights are capitalized.

         
     

    Exploration and evaluation expenditures are expensed as incurred on mineral properties not sufficiently advanced. At the point in time that a mineral property is considered to be sufficiently advanced, it is classified as a development mineral property and all further expenditures for the current year and subsequent years are capitalized as incurred. These costs will include costs of maintaining the site until commercial production, costs to initially delineate the ore body, costs for shaft sinking and access, lateral development, drift development and infrastructure development. Such costs represent the net expenditures incurred and capitalized as at the balance sheet date and do not necessarily reflect present or future values.

         
     

    Once a development mineral property goes into commercial production, the property is classified as “Producing” and the accumulated costs are amortized over the estimated recoverable resources in the current mine plan using a unit of production basis. Commercial production occurs when a property is substantially complete and ready for its intended use.

    E-21



      (j)

    Goodwill

         
     

    Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Goodwill is carried at cost less accumulated impairment losses. Impairment losses are recognized in the statement of income when recognized. Goodwill is allocated to each cash generating unit (“CGU”) or group of CGUs that are expected to benefit from the related business combination. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

         
      (k)

    Impairment of non-financial assets

         
     

    Property, plant and equipment and intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows or CGUs. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset or CGU, as determined by management). An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount.

         
     

    Goodwill is reviewed for impairment annually or at any time if an indicator of impairment exists.

         
      (l)

    Reclamation provisions

         
     

    Reclamation provisions are any legal and constructive obligation related to the retirement of tangible long- lived assets and are recognized when such obligations are incurred, if a reasonable estimate of the value can be determined. These obligations are measured initially at the present value of expected cash flows using a pre-tax discount rate reflecting risks specific to the liability and the resulting costs are capitalized and added to the carrying value of the related assets. In subsequent periods, the liability is adjusted for the accretion of the discount and the expense is recorded in the income statement. Changes in the amount or timing of the underlying future cash flows or changes in the discount rate are immediately recognized as an increase or decrease in the carrying amounts of the related assets and liability. These costs are amortized to the results of operations over the life of the asset. Reductions in the amount of the liability are first applied against the amount of the net reclamation asset on the books with any excess value being recorded in the statement of operations.

         
     

    The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related reclamation and remediation liability.

         
      (m)

    Provisions

         
     

    Provisions for restructuring costs and legal claims, where applicable, are recognized in liabilities when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts.

         
      (n)

    Current and Deferred Income tax

         
     

    Income taxes are accounted for using the liability method of accounting for deferred income taxes. Under this method, the tax currently payable is based on taxable income for the period. Taxable income differs from income as reported in the consolidated statement of income (loss) because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

         
     

    Deferred income tax assets and liabilities are recognized based on temporary differences between the financial statement carrying values of the existing assets and liabilities and their respective income tax bases used in the computation of taxable income. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable income nor the accounting income. Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and investments, except where the Company is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized to the extent that taxable income will be available against which the deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

    E-22



     

    Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

         
     

    Income tax assets and liabilities are offset when there is a legally enforceable right to offset the assets and liabilities and when they relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis.

         
      (o)

    Revenue recognition

         
     

    Revenue from the sale of mineral concentrates is recognized when it is probable that the economic benefits will flow to the Company and delivery has occurred, the sales price and costs incurred with respect to the transaction can be measured reliably and collectability is reasonably assured. For uranium, revenue is typically recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. For vanadium related products, revenue is typically recognized at the time of shipment to the customer.

         
     

    Revenue from toll milling services is recognized as material is processed in accordance with the specifics of the applicable toll milling agreement. Revenue and unbilled accounts receivable are recorded as related costs are incurred using billing formulas included in the applicable toll milling agreement.

         
     

    Revenue from alternate feed process milling is recognized as material is processed, in accordance with the specifics of the applicable processing agreement. In general, the Company collects a recycling fee for receipt of the material and/or receives the proceeds from the sale of any uranium concentrate and other metals produced. Deferred revenues represent processing proceeds received on delivery of materials but in advance of the required processing activity.

         
      (p)

    Borrowing costs

         
     

    Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized as interest expense in the statement of income in the period in which they are incurred.

         
      (q)

    Accounting standards issued but not yet applied

         
     

    The Company is currently evaluating the impact of the following pronouncements and has not yet determined the impact of the following pronouncements or whether to early adopt any of the new requirements:


      (i)

    International Financial Reporting Standard 7, Financial Instruments - Disclosure (“IFRS 7”)

         
     

    IFRS 7 was amended to provide guidelines on the eligibility criteria for offsetting assets and liabilities as a single net amount in the balance sheet. This amendment is effective for annual periods beginning on or after January 1, 2013.

         
      (ii)

    International Financial Reporting Standard 9, Financial Instruments (“IFRS 9”)

         
     

    IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely.

    E-23



     

    Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, Financial Instruments – Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income.

         
     

    This standard is required to be applied for accounting periods beginning on or after January 1, 2015, with earlier adoption permitted.

         
      (iii)

    International Financial Reporting Standard 10, Consolidated Financial Statements (“IFRS 10”)

         
     

    IFRS 10 was issued in May 2011 and it establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements. This standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.

         
      (iv)

    International Financial Reporting Standard 12, Disclosure of Interest in Other Entities (“IFRS 12”)

         
     

    IFRS 12 was issued in May 2011 and it is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity’s interest in other entities. The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.

         
      (v)

    International Financial Reporting Standard 13, Fair Value Measurement (“IFRS 13”)

         
     

    IFRS 13 was issued in May 2011 and it establishes new guidance on fair value measurement and disclosure requirements for IFRS and completes a major project to improve the convergence of IFRS and US GAAP. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.

         
      (vi)

    International Accounting Standard 1, Presentation of Financial Statements (“IAS 1”)

         
     

    IAS 1 was amended to require entities to group items within other comprehensive income based on an assessment of whether such items may or may not be reclassified to profit or loss at a subsequent date. This standard is effective for annual periods beginning on or after July 1, 2012. Earlier application is permitted.

         
      (vii)

    International Accounting Standard 32, Financial Instruments - Presentation (“IAS 32”)

         
     

    IAS 32 was amended to clarify the criteria that should be considered in determining whether an entity has a legally enforceable right of set off in respect of its financial instruments. Amendments to IAS 32 are applicable to annual periods beginning on or after January 1, 2014 with retrospective application required. Earlier application is permitted.

    E-24



    4.

    CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

       

    The preparation of consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgements that affect the amounts reported. It also requires management to exercise judgement in applying the Company’s accounting policies. These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgements made that affect these financial statements, actual results may be materially different.

       

    Significant estimates and judgements made by management relate to:


      (a)

    Depreciation and Amortization of Property, Plant and Equipment

         
     

    Property, plant and equipment comprise a large component of the Company’s assets and, as such, the depreciation and amortization of those assets have a significant effect on the Company’s financial statements. Depreciation and amortization of property, plant and equipment used in production is calculated on a straight line basis or a unit of production basis as appropriate.

         
     

    Plant and equipment assets depreciated using a straight-line basis require estimates of residual values and allocate the cost of an asset to production cost evenly over the assets useful life defined as a period of time. Plant and equipment assets depreciated using a units of production basis require estimates of residual values and allocate the cost of an asset to production cost based on current period production in proportion to total anticipated production from the facility.

         
     

    Mineral property assets are amortized using a units of production basis that allocates the cost of the asset to production cost based on the current period’s mill feed as a proportion of the total estimated resources in the related ore body. The process of making these estimates requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of production, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

         
     

    Changes in these estimates may materially impact the carrying value of the Company’s property, plant and equipment and the recorded amount of depletion and depreciation.

         
      (b)

    Valuation of Long-lived Assets

         
     

    The Company undertakes a review of the carrying values of mining properties and related expenditures whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, forecast commodity prices, future operating and capital costs and reclamation costs to the end of the mine’s life. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the mining properties and related expenditures.

         
     

    The Company reviews goodwill at least annually. The Company has estimated the fair value of operating segments to which goodwill is allocated using discounted cash flow models that require assumptions about future cash flows, expenditures and an assumed discount rate. Changes in these estimates could have a material impact on the carrying value of the goodwill.

         
      (c)

    Inventory

         
     

    The Company values its concentrate, work in process and ore stockpile inventories at the lower of cost or net realizable value at the end of the reporting period. Costs represent the average cost, and include direct labour and materials costs, mine site overhead, plant and equipment depreciation, mineral property amortization and stockpile depletion. Net realizable value is based on estimated future commodity prices and estimated costs required to convert work in process and ore stockpile inventories into saleable form. These estimates are subject to change from period-to-period that may materially impact the carrying value of the Company’s inventories resulting in inventory write-downs and recoveries.

         
      (d)

    Deferred Tax Assets and Liabilities

         
     

    Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply when the differences are expected to be recovered or settled. The determination of the ability of the Company to utilize tax loss carry forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, commodity prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

    E-25



      (e)

    Business Combinations

         
     

    Management uses judgment in applying the acquisition method of accounting for business combinations and in determining fair values of the identifiable assets and liabilities acquired. The value placed on the acquired assets and liabilities, including identifiable intangible assets, will have an effect on the amount of goodwill that the Company may record on an acquisition. Changes in economic conditions, commodity prices and other factors between the date that an acquisition is announced and when it finally is consummated can have a material difference on the allocation used to record a preliminary purchase price allocation versus the final purchase price allocation which can take up to one year after acquisition to complete.

         
      (f)

    Reclamation Obligations

         
     

    Asset retirement obligations are recorded as a liability when the asset is initially constructed. The Company has accrued its best estimate of its share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future.


    5.

    TRANSFER OF URANIUM ENERGY CORPORATION

       

    On June 17, 2011, the Parent’s offer to acquire all of the outstanding shares of WCU closed with 96.98% of shares outstanding accepting the offer. Compulsory acquisition proceedings to acquire the remaining shares of WCU were initiated on June 20, 2011 and were completed in early August 2011.

       

    WCU’s key assets were held through its subsidiary, Uranium Energy Corporation (“UEC”) which had assets located in southeastern Utah, near the Company’s White Mesa mill. Its holdings comprised 100% interests in the Daneros producing mine, the Lark Royal advanced project and the Thompson, Geitus, Blue Jay and Marcy Look exploration projects. UEC commenced production of uranium ore in December 2009 from its 100% owned Daneros uranium mine.

       

    On September 1, 2011, as a result of a group reorganization, the ownership of UEC was transferred from WCU to the Company. Consideration of 4.7 shares valued at $62,270,000 was paid to WCU in return for all of the outstanding shares of UEC.

       

    The reorganization has been accounted for as a transfer of assets between entities under common control. Accordingly, the transaction is excluded from the scope of IFRS 3(R) Business Combinations and the Company has adopted the predecessor values method to account for the transaction. These financial statements have been presented with balance sheet amounts based on amounts recorded by the Parent on June 17, 2011 when the Parent acquired WCU and UEC. It is the Company's judgment that carrying values as of June 17, 2011 provide the most relevant and reliable information and should be used as the basis for valuation as it reflects that economically, nothing has changed regarding the assets as they were under the same common control both before and after the acquisition by the Company on September 1, 2011. The statement of comprehensive income (loss) includes the results of UEC from June 17, 2011.

    E-26


    The following table summarizes the consideration paid for UEC and the carrying value of assets acquired and liabilities assumed at the date of transfer:

          UEC  
          Fair Value  
      (in thousands)   June 17, 2011  
             
      Cash $  1,197  
      Inventories      
             Ore-in-stockpiles   3,711  
             Uranium concentrates and work-in-progress   584  
      Prepaid expenses and other   26  
      Restricted cash and investments   147  
      Property, plant and equipment      
             Plant and equipment   26  
             Mineral properties   23,916  
      Deferred income tax asset   565  
      Goodwill   32,625  
      Total assets   62,797  
             
      Accounts payable and accrued liabilities   446  
      Reclamation obligations   81  
      Total liabilities   527  
      Total consideration $  62,270  

    During 2011, the Company recorded an impairment charge of $32,625,000 related to the goodwill recognized in the UEC business transfer (see notes 9 and 10).

    The consolidated statement of comprehensive income (loss) for 2011 includes the following with respect to the operations of UEC:

      (in thousands)   Year Ended  
          December 31  
          2011  
             
      Operating expenses $  24  
      General and administrative   (45 )
      Goodwill impairment   (32,625 )
      Impairment of property, plant and equipment   (7,834 )
      Other income   2  
      Income tax recovery (expense)   (565 )
        $  (41,043 )

    The following unaudited pro forma summary presents the Company’s consolidated results as if UEC had been acquired on January 1, 2011. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.

      (in thousands)   Revenue     Net loss  
                   
      As reported for the period $  71,003   $  (89,292 )
      Adjustments to revenue (1)   7,142     -  
      Adjustments to net income (loss) (2)   -     (3,433 )
      Pro forma amounts for the period $  78,145   $  (92,725 )

      (1)

    Revenue adjustments include UEC’s revenue for the six month period ended June 30, 2011 adjusted to eliminate revenue transactions between the Company and UEC;

      (2)

    Net income (loss) adjustments include revenue adjustments above, UEC’s net income (loss) for the six month period ended June 30, 2011 and adjustments to UEC’s financial results to conform to Denison’s policy of expensing exploration.

    E-27



    6.

    TRADE AND OTHER RECEIVABLES

       

    The trade and other receivables balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Trade receivables – mineral concentrate sales $  7,762   $  3,115   $  363  
      Trade receivables – other   105     4,814     -  
      Sundry receivables   -     6,106     1,916  
      Notes and lease receivables   73     857     -  
        $  7,940   $  14,892   $  2,279  

    7.

    INVENTORIES

       

    The inventories balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Uranium concentrates and work-in-progress (1) $  14,672   $  5,987   $  5,666  
      Vanadium concentrates and work-in-progress (2)   18     4,198     442  
      Inventory of ore in stockpiles   15,360     12,568     22,481  
      Mine and mill supplies   4,446     3,615     2,639  
        $  34,496   $  26,368   $  31,228  
                         
      Inventories - by duration:                  
         Current $  34,496   $  26,368   $  31,228  
         Long-term – ore in stockpiles   -     -     -  
        $  34,496   $  26,368   $  31,228  

      (1)

    The uranium concentrates and work-in-progress inventory is presented net of a provision of $nil as at December 31, 2011, $nil as at December 31, 2010 and $3,469,000 as at January 1, 2010.

      (2)

    The vanadium concentrates and work-in-progress inventory is presented net of a provision of $nil as at December 31, 2011, $17,000 as at December 31, 2010 and $7,302,000 as at January 1, 2010.


    Operating expenses include recoveries of $17,000 and $10,754,000 relating to the net realizable value of the Company’s uranium and vanadium inventories for the years ended December 2011 and December 2010, respectively.

       

    Long-term ore in stockpile inventory represents an estimate of the amount of ore on the stockpile in excess of the next twelve months of planned mill production.

       
    8.

    RESTRICTED CASH AND INVESTMENTS

       

    The Company has certain restricted cash and investments deposited to collateralize its reclamation obligations. The restricted cash and investments balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Cash equivalents $  371   $  6,459   $  997  
      Investments   24,280     13,856     18,567  
        $  24,651   $  20,315   $  19,564  

    Mill and Mine Reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. In 2011, the Company deposited an additional $3,200,000 into its collateral account (2010: $nil).

    E-28



    9.

    PROPERTY, PLANT AND EQUIPMENT

       

    The property, plant and equipment balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Plant and equipment:                  
         Cost $  82,138   $  83,500   $  77,526  
         Construction-in-progress   223     13,050     3,951  
         Accumulated depreciation   (42,448 )   (32,131 )   (20,649 )
      Net book value $  39,913   $  64,419   $  60,828  
                         
      Mineral properties:                  
         Cost $  48,018   $  31,156   $  19,120  
         Accumulated amortization   (7,253 )   (1,175 )   -  
      Net book value $  40,765   $  29,981   $  19,120  
                         
      Net book value $  80,678   $  94,400   $  79,948  

    The property, plant and equipment continuity summary is as follows:

                Accumulated        
                Amortization /     Net  
      (in thousands)   Cost     Depreciation     Book Value  
                         
      Plant and equipment:                  
         Balance - January 1, 2010 $  81,477   $  (20,649 ) $  60,828  
         Additions   14,905     -     14,905  
         Depreciation   -     (11,551 )   (11,551 )
         Disposals   (120 )   66     (54 )
         Transfers   (3 )   3     -  
         Reclamation adjustment   291     -     291  
         Balance - December 31, 2010 $  96,550   $  (32,131 ) $  64,419  
         Additions   6,830     -     6,830  
         Amortization   -     (59 )   (59 )
         Business transfer (note 5)   70     (44 )   26  
         Depreciation   -     (10,802 )   (10,802 )
         Disposals   (1,095 )   528     (567 )
         Reclamation adjustment   218     60     278  
         Impairment   (20,212 )   -     (20,212 )
         Balance - December 31, 2011 $  82,361   $  (42,448 ) $  39,913  
                         
      Mineral properties:                  
         Balance - January 1, 2010 $  19,120   $  -   $  19,120  
         Additions   12,036     -     12,036  
         Amortization   -     (1,175 )   (1,175 )
         Balance - December 31, 2010 $  31,156   $  (1,175 ) $  29,981  
         Additions   16,813     -     16,813  
         Amortization   -     (6,078 )   (6,078 )
         Business transfer (note 5)   23,916     -     23,916  
         Impairment   (23,867 )   -     (23,867 )
         Balance - December 31, 2011 $  48,018   $  (7,253 ) $  40,765  

    Plant and Equipment-Mining

    The Company has a 100% interest in the White Mesa mill located in Utah and mines located in Arizona, Colorado and Utah. Mined ore from these mines is processed at the White Mesa mill.

    E-29



    Mineral Properties

       

    The Company has various wholly owned interests in development and exploration projects located in the U.S. Amounts spent on development projects are capitalized as mineral property assets. Exploration projects are expensed.

       

    The most significant of the Company’s mineral property interests are as follows:

       

    The Company has 100% interests in various mines in the Colorado Plateau, Arizona Strip, Henry Mountain and White Canyon mining districts located in Colorado, Arizona and Utah which are either in operations, development or on standby.

       

    On September 1, 2011, the Company acquired certain uranium deposits located in the White Canyon district in Utah in conjunction with the group reorganization which transferred ownership of UEC to the Company (see note 5).

       

    Impairment of Property, Plant and Equipment and Goodwill

       

    As discussed in note 18, the Parent has entered into a proposed transaction with Energy Fuels Inc. (“EFR”) whereby EFR will acquire the Parent’s interest in the Company and WCU in exchange for 425,441,494 common shares of EFR.

       

    The Company identified a potential impairment triggering event as a result of the Parent entering into the proposed transaction with EFR and has therefore undertaken an impairment test on its U.S. mining segment CGU as at December 31, 2011. The Company used a fair value less costs to sell analysis to determine the recoverable amount of this CGU based on the terms of the proposed transaction with EFR. For the purposes of the impairment test, the recoverable amount was based on 425,441,494 common shares of EFR to be received by the Parent and a volume weighted average share price for EFR shares of $0.30 per share.

       

    In performing the impairment test, the Company concluded that the recoverable amount of the CGU was lower than the carrying value. As a result, the Company has recognized a goodwill impairment charge of $32,625,000 and an impairment loss of $44,079,000, allocated on a pro rata basis between plant and equipment and mineral property assets. Each $0.01 decrease (increase) in the EFR share price would have resulted in a corresponding $4,254,000 increase (decrease) in the impairment charge for the CGU.

       
    10.

    GOODWILL

       

    The goodwill continuity summary is as follows:


          December 31,     December 31,     January 1  
      (in thousands)   2011     2010     2010  
                         
      Balance - beginning of period $  -   $  -   $  -  
      Business transfer (note 5)   32,625     -     -  
      Impairment charge   (32,625 )   -     -  
      Balance - end of period $  -   $  -   $  -  

    The transfer of ownership of UEC in 2011 from WCU to the Company was accounted for using the predecessor values method (see note 5) which included goodwill of $32,625,000.

    Goodwill impairment

    The Company performs an impairment test annually or any time there are impairment indicators for the carrying amounts of its CGUs. Where a CGU has goodwill allocated to it, the goodwill in that CGU must be tested annually for impairment.

    As discussed in note 9, the Company performed an impairment test on its U.S. mining segment CGU as at December 31, 2011 using a fair value less costs to sell analysis based on the terms of the proposed transaction with EFR. As a result, the Company has recognized an impairment loss of $32,625,000.

    E-30



    11.

    RECLAMATION OBLIGATIONS

       

    The reclamation obligations balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Reclamation liability $  7,140   $  6,383   $  8,609  
        $  7,140   $  6,383   $  8,609  
                         
      Reclamation and remediation liability - by duration:                  
         Current   -     -     -  
         Non-current   7,140     6,383     8,609  
        $  7,140   $  6,383   $  8,609  

    The reclamation obligations continuity summary is as follows:

      (in thousands)      
             
      Balance - January 1, 2010 $  8,609  
      Accretion   636  
      Liability adjustments-income statement   (3,152 )
      Liability adjustments-balance sheet   290  
      Balance - December 31, 2010 $  6,383  
      Accretion   440  
      Business transfer (see note 5)   81  
      Liability adjustments-income statement   (42 )
      Liability adjustments-balance sheet   278  
      Balance - December 31, 2011 $  7,140  

    Site Restoration: U.S. Mill and Mines

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted at rates ranging from 4.98% to 5.67% (2010: 6.19% to 7.17%) . As at December 31, 2011, the undiscounted amount of estimated future reclamation costs is $23,082,000 (December 31, 2010: $22,318,000). Reclamation costs are expected to be incurred between 2013 and 2040.

    E-31



    12.

    INCOME TAXES

       

    The income tax recovery (expense) balance consists of:


      (in thousands)   2011     2010  
                   
      Current income tax:            
         Based on taxable income for the period $  -   $  -  
         Prior period (under) over provision   (26 )   (468 )
          (26 )   (468 )
      Deferred income tax:            
         Write off of UEC tax asset   (565 )   -  
          (565 )   -  
      Income tax expense $  (591 ) $  (468 )

    The Company operates in multiple jurisdictions, and the related income is subject to varying rates of taxation. The combined tax rate reflects the federal and state tax rates in effect in Colorado, United States for each applicable year. A reconciliation of the combined tax rate to the Company’s effective rate of income tax is as follows:

      (in thousands)   2011     2010  
                   
      Income (loss) before taxes $  (88,701 ) $  16,536  
      Combined federal and state tax rate   38.01%     38.01%  
      Income tax recovery (expense) at combined rate   33,715     (6,285 )
      Difference in state tax rates   3,397     (542 )
      Non-deductible amounts   (13,712 )   (63 )
      Change in deferred tax assets not recognized   (24,451 )   7,771  
      Prior year (under) over provision   (26 )   (468 )
      Other   486     (881 )
      Income tax expense $  (591 ) $  (468 )

    The deferred income tax assets (liabilities) balance reported on the balance sheet is comprised of the temporary differences as presented below:

          December 31,     December 31,     January 1,  
      (in thousands)   2011     2010     2010  
                         
      Deferred income tax assets:                  
         Deferred revenue $  373   $  1,378   $  -  
         Reclamation and remediation obligations   2,987     2,635     -  
         Tax loss carry forwards   3,972     12,480     -  
         Other   222     178     48  
      Deferred income tax assets-gross   7,554     16,671     48  
      Set-off against deferred income tax liabilities   (7,554 )   (16,671 )   (48 )
      Deferred income tax assets-per balance sheet $  -   $  -   $  -  
                         
      Deferred income tax liabilities:                  
         Inventory $  (1,268 ) $  (2,113 ) $  -  
         Investments   (19 )   (83 )   (48 )
         Property, plant and equipment   (5,744 )   (14,123 )   -  
         Other   (523 )   (352 )   -  
      Deferred income tax liabilities-gross   (7,554 )   (16,671 )   (48 )
      Set-off of deferred income tax assets   7,554     16,671     48  
      Deferred income tax liabilities-per balance sheet $  -   $  -   $  -  

    E-32


    The deferred income tax liability continuity summary is as follows:

      (in thousands)      
             
      Balance - January 1, 2010 and December 31, 2010 $  -  
      Recognized in profit/loss   (565 )
      Acquired in business transfer (note 5)   565  
      Balance - December 31, 2011 $  -  

    Management believes that it is not probable that sufficient taxable profit will be available in future years to allow the benefit of the following deferred tax assets to be utilized:

          December 31     December 31     January 1  
      (in thousands)   2011     2010     2010  
                         
      Deferred income tax assets not recognized                  
           Tax losses $  58,905   $  34,455   $  34,071  
           Deductible temporary differences   -     -     8,155  
      Deferred income tax assets not recognized $  58,905   $  34,455   $  42,226  

    A geographic split of the Company’s tax losses and tax credits not recognized and the associated expiry dates of those losses and credits is as follows:

          Expiry     December 31     December 31     January 1  
      (in thousands)   Date     2011     2010     2010  
                               
      Tax losses - gross                        
            United States   2026-2031   $  150,281   $  113,709   $  83,406  
      Tax losses - gross         150,281     113,709     83,406  
      Tax benefit at tax rate of 40.85% - 41.84%         62,877     46,935     34,071  
      Set-off against deferred tax liabilities         (3,972 )   (12,480 )   -  
      Total tax loss assets not recognized       $  58,905   $  34,455   $  34,071  
                               
      Tax credits                        
            United States   Unlimited   $  -   $  -   $  339  
      Total tax credit assets not recognized       $  -   $  -   $  339  

    13.

    SHARE CAPITAL

       

    The Company is authorized to issue 5,000 preferred shares with a par value of $1,000 and 100 common shares without par value. A continuity summary of the issued and outstanding shares and the associated dollar amounts is presented below:


          Number of     Preferred     Number of     Common  
          Preferred     Shares     Common     Shares  
      (in thousands except share amounts)   Shares (1)     Amount     Shares     Amount  
                               
       Balance at January 1, 2010   2,000   $  2,000     11.0   $  115,450  
       Capital contributions   -     -     -     11,444  
       Balance at December 31, 2010   2,000   $  2,000     11.0   $  126,894  
       Business transfer (note 5)   -     -     4.7     62,270  
       Balance at December 31, 2011   2,000   $  2,000     15.7   $  189,164  

      (1)

    The Parent holds all of the Company’s preferred shares. These preferred shares have no voting rights, are redeemable on demand, and are entitled to receive cumulative dividends at the rate of 7% per annum, payable quarterly out of the earnings of the Company, when declared by the Board of Directors. The Parent has not and has no intention to exercise any of its rights with respect to its preferred share holdings, including the right to demand redemption of the shares and receive the cumulative dividends which would otherwise have arisen to date.

    New issues

    On September 1, 2011, as a result of a group reorganization, the Company issued 4.7 of its common shares valued at $62,270,000 in return for all of the outstanding shares of UEC (see note 5).

    E-33



    14.

    SUPPLEMENTAL FINANCIAL INFORMATION

       

    The components of revenues are as follows:


          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Uranium concentrates $  56,148   $  56,868  
      Vanadium concentrates   11,551     16,934  
      Commission fees   185     -  
      Alternate feed processing and other   3,119     5,340  
      Revenues $  71,003   $  79,142  

    The components of operating expenses are as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Cost of goods and services sold:            
         COGS – mineral concentrates $  (69,319 ) $  (72,785 )
         Operating Overheads:            
                 Mining, other development expense   (40,469 )   (28,084 )
                 Milling, conversion expense   (55,249 )   (42,761 )
                 Mill feed cost:            
                     -Stockpile depletion   (25,260 )   (25,842 )
                     -Mineral property amortization   (6,078 )   (1,175 )
                 Less absorption:            
                     -Stockpiles, mineral properties   40,322     27,965  
                     -Concentrates   81,397     64,399  
         Inventory–non-cash adjustments   (150 )   10,235  
      Cost of goods and services sold   (74,806 )   (68,048 )
      Reclamation obligations            
         Asset amortization   (59 )   -  
         Liability adjustments   42     3,152  
      Selling expenses   (1,422 )   (1,706 )
      Operating expenses $  (76,245 ) $  (66,602 )

    The components of other income are as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Gains (losses) on:            
         Disposal of property, plant and equipment $  (534 ) $  56  
         Restricted cash and investments–fair value change   401     207  
         Contract settlement fee income (1)   -     11,000  
         Consulting income (note 16)   243     307  
         Other   802     (4 )
      Other income $  912   $  11,566  

      (1)

    In June 2010, the Company agreed to terminate one of its sales contracts in exchange for a termination fee of $11,000,000. The fee was payable in two instalments - $6,000,000 in June 2010 and $5,000,000 in March 2011. Both instalment payments have been received.

    E-34


    The components of finance expense are as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Interest income $  614   $  615  
      Interest expense   (1,910 )   (1,707 )
      Accretion expense-reclamation obligations   (440 )   (636 )
      Finance expense $  (1,736 ) $  (1,728 )

    A summary of depreciation expense recognized in the statement of operations is as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Operating expenses:            
         Mining, other development expense $  (5,232 ) $  (5,300 )
         Milling, conversion expense   (5,524 )   (6,233 )
      General and administrative   (46 )   (18 )
      Depreciation expense - gross $  (10,802 ) $  (11,551 )

    A summary of employee benefits expense recognized in the statement of operations is as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Salaries and short-term employee benefits $  (21,590 ) $  (20,080 )
      Employee benefits expense $  (21,590 ) $  (20,080 )

    The change in non-cash working capital items in the consolidated statements of cash flows is as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Change in non-cash working capital items:            
       Trade and other receivables $  6,168   $  (11,756 )
       Inventories   (23,871 )   (8,945 )
       Prepaid expenses and other assets   127     (283 )
       Long-term receivables   (444 )   (626 )
       Accounts payable and accrued liabilities   (1,910 )   2,364  
       Deferred revenue   (2,446 )   152  
       Other liabilities   225     1,710  
      Change in non-cash working capital items $  (22,151 ) $  (17,384 )

    E-35



    15.

    RELATED PARTY TRANSACTIONS


          December 31     December 31     January 1  
      (in thousands)   2011     2010     2010  
                         
      Long-term receivables:                  
         Receivable from Denison Mines (Bermuda) I Ltd. $  9,595   $  9,151   $  8,525  
      Total long-term receivables   9,595     9,151     8,525  
                         
      Accounts payable and accrued liabilities:                  
         Due to Parent   (530 )   (429 )   (381 )
      Total accounts payable and accrued liabilities   (530 )   (429 )   (381 )
                         
      Debt obligations:                  
         Due to Parent   (116,755 )   (103,993 )   (100,322 )
      Total debt obligations   (116,755 )   (103,993 )   (100,322 )
                         
      Other liabilities:                  
         Due to Denison Mines Inc.   (1,935 )   (1,710 )   -  
      Total other liabilities   (1,935 )   (1,710 )   -  
      Net amounts due to related parties $  (109,625 ) $  (96,981 ) $  (92,178 )

    Denison Mines Corp.

    The Company’s operations are funded by its Parent through cash advances, debt obligations and capital contributions. The Company is a party to a revolving credit facility (the “Facility”) with the Parent for up to $125,000,000 subject to an interest rate of LIBOR plus 1.2% . In 2011, the Company drew $12,762,000 on the Facility (2010: $3,671,000), increasing the debt obligation to $116,755,000 at December 31, 2011 (December 31, 2010: $103,993,000). Interest charged on this Facility totaled $1,819,000 in 2011 (2010: $1,707,000) with interest payable of $530,000 at December 31, 2011 (December 31, 2010: $429,000). The maturity date of the Facility is January 1, 2013.

    The Company sold 233,000 pounds of U 3 O 8 to its Parent at a fair value of $14,215,000 in 2011 and 207,000 pounds of U 3 O 8 at a fair value of $11,399,000 in 2010.

    The Parent also provided capital contributions of $nil in 2011 (2010: $11,444,000).

    The Company has pledged of all of its shares in its material subsidiaries and a first-priority security interest in all of its present and future personal property as collateral for a revolving term credit facility held by the Parent with the Bank of Nova Scotia. A support agreement is in place whereby the Parent has committed to provide financial support to the Company until at least March 31, 2013, or until there is a change in control of the Company.

    Denison Mines Inc.

    The Company purchased from Denison Mines Inc. (“DMI”), a subsidiary of the Parent, 2,800 pounds of U 3 O 8 for $104,000 in April 2011, equivalent to DMI’s book value of the U 3 O 8 on the purchase date. The Company also purchased 30,000 pounds of U 3 O 8 from DMI in March 2010 for $1,710,000, the fair value of the U 3 O 8 on the purchase date.

    In 2011, DMI also paid letter of credit fees amounting to $121,000 on behalf of the Company, to facilitate a loan of 150,000 pounds of U 3 O 8 from Uranium Participation Corporation (“UPC”), a company managed by DMI in January 2011.

    Consideration of $1,935,000 for these purchases and fees remains payable to DMI at December 31, 2011 (December 31, 2010: $1,710,000).

    Denison Mines (Bermuda) I Ltd.

    Denison Mines (Bermuda) I Ltd. (“DMB”) is a wholly owned subsidiary of the Parent. The Company earns consulting income from and makes payments on behalf of DMB and its subsidiaries in support of its Gurvan Saihan Joint Venture in Mongolia. Consulting income of $243,000 was earned in 2011 (2010: $307,000) and payments totaling $201,000 were made in 2011 (2010: $419,000). Receivable balances from DMB and its subsidiaries totaled $9,595,000 at December 31, 2011 (December 31, 2010: $9,151,000).

    E-36


    Uranium Participation Corporation

    On January 3, 2011, the Company borrowed 150,000 pounds of U 3 O 8 from UPC, a company managed by DMI. The loan was made pursuant to a uranium concentrate loan agreement between the parties. As collateral for the loan, DMI issued an irrevocable standby-letter of credit in favour of UPC in the amount of $12,045,000. On March 30, 2011, the Company repaid 150,000 pounds of U 3 O 8 to UPC. Loan fees incurred by the Company under the agreement were $91,000. In 2011, the loan fees have been paid and the irrevocable standby-letter of credit has been cancelled.

    Compensation of Key Management Personnel

    Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company’s executive officers, vice-presidents and members of its Board of Directors.

    The following compensation was awarded to key management personnel:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Salaries and short-term employee benefits $  806   $  949  
      Key management personnel compensation $  806   $  949  

    16.

    FINANCIAL RISK MANAGEMENT

       

    The Company is exposed to a variety of financial risks: credit risk, liquidity risk, interest rate risk, and price risk. The source of risk exposure and how each is managed is outlined below:

       

    (a) Credit Risk

       

    Credit risk is the risk of loss due to a counterparty’s inability to meet its obligations under a financial instrument that will result in a financial loss to the Company. The Company believes that the carrying amount its cash, trade and other receivables, restricted cash and investments, and long-term receivables represent its maximum credit exposure.

       

    The maximum exposure to credit risk at the reporting dates is as follows:


          December 31     December 31     January 1  
      (in thousands)   2011     2010     2010  
                         
         Cash $  230   $  9,551   $  232  
         Trade and other receivables   7,940     14,892     2,279  
         Restricted cash and investments   24,651     20,315     19,564  
         Long-term receivables   9,595     9,151     8,525  
        $  42,416   $  53,909   $  28,716  

    The Company limits cash and restricted cash and investment risk by dealing with credit worthy financial institutions.

    Typically, the majority of the Company’s trade and other receivables balance is related to the sale of mineral concentrates. These sales typically occur to a small number of customers who are credit worthy and with whom the Company has established a relationship with through its past dealings.

    Long-term receivables are comprised of amounts receivable from related parties. Operations of these related parties are ultimately funded by the Parent therefore risk of loss from these receivables is limited.

    E-37


    (b) Liquidity Risk

    Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations associated with its financial liabilities. The Company’s operations are funded through cash advances, debt obligations and capital contributions from its Parent. A support agreement is in place whereby the Parent has committed to provide financial support to the Company until at least March 31, 2013, or until there is a change in control of the Company.

          Within 1     1 to 5  
      (in thousands)   Year     Years  
                   
         Accounts payable and accrued liabilities $  7,462   $  -  
         Debt obligations (note 15)   -     116,755  
        $  7,462   $  116,755  

    (c) Interest Rate Risk

    Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its liabilities through its outstanding borrowings and on its assets through its investments in debt instruments. The Company monitors its exposure to interest rates and has not entered into any derivative contracts to manage this risk.

    (d) Price Risk

    The Company is exposed to commodity price risk on the commodities it produces and sells. The impact on income (loss) before tax from a 10% increase in the spot prices at December 31, 2011, with all other variables held constant, is as follows:

          Dec.31’2011     Sensitivity        
          USD$     USD$ spot     Change in  
          spot price     price per     pre-tax net  
      (in thousands except commodity prices)   per lb     lb increase     income (loss)  
                         
      Commodity price risk                  
         Uranium   51.75     5.175   $  3,756  
         Vanadium   5.75     0.575     1,005  
                    $  4,761  

    Fair Value of Financial Instruments

    IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

    The fair value of financial instruments which trade in active markets (such as available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used to value financial assets held by the Company is the current bid price.

    Except as otherwise disclosed, the fair values of cash, trade and other receivables, accounts payable and accrued liabilities, restricted cash and cash equivalents and debt obligations approximate their carrying values as a result of the short-term nature of the instruments, or the variable interest rate associated with the instruments, or the fixed interest rate of the instruments being similar to market rates.

    E-38


    The following table illustrates the classification of the Company’s financial assets within the fair value hierarchy as at December 31, 2011:

          Financial     Fair     December 31, 2011  
          Instrument     Value     Fair     Carrying  
      (in thousands)   Category (1)     Hierarchy     Value     Value  
                               
      Financial Assets:                        
         Cash   Category C                               $  230   $  230  
         Trade and other receivables   Category C           7,940     7,940  
         Investments   Category B     Level 1     46     46  
         Restricted cash and equivalents   Category A     Level 1     24,651     24,651  
         Long-term receivables   Category C           9,595     9,595  
                                          $  42,462   $  42,462  
                               
      Financial Liabilities:                        
         Account payable and accrued liabilities   Category D           7,462     7,462  
         Debt obligations   Category D           116,755     116,755  
         Other liabilities   Category D           1,935     1,935  
                                          $  126,152   $  126,152  

      (1)

    Financial instrument designations are as follows: Category A=Financial assets and liabilities at fair value through profit and loss; Category B=Available for sale investments; Category C=Loans and receivables; and Category D=Financial liabilities at amortized cost.


    17.

    COMMITMENTS AND CONTINGENCIES

       

    General Legal Matters

       

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

       

    Performance Bonds and Letters of Credit

       

    In conjunction with various contracts, reclamation and other performance obligations, the Company may be required to issue performance bonds and letters of credit as security to creditors to guarantee the Company’s performance. Any potential payments which might become due under these items would be related to the Company’s non-performance under the applicable contract. As at December 31, 2011, the Company had outstanding bonds of $23,526,000, collateralized by restricted cash and investments of $24,651,000 (see note 8).

       

    Others

       

    The Company has committed to payments under various operating leases and other commitments. The future minimum payments are as follows:


      (in thousands)      
             
      2012 $  7,256  
      2013   3,360  
      2014   1,624  
      2015   366  
      2016   63  
      2017 and thereafter   -  
        $  12,669  

    E-39



    18.

    SUBSEQUENT EVENTS

       

    On April 16, 2012, the Parent entered into a Letter Agreement to complete a transaction with EFR whereby EFR will acquire the Parent’s entire interest in the Company and WCU in exchange for 425,441,494 common shares of EFR. Immediately following the closing of the transaction, the Company is expected to become a wholly- owned subsidiary of EFR. Completion of the transaction is subject to a number of conditions and contingencies, and is anticipated to be closed by the end of June 2012.

    E-40


    SCHEDULE F - FINANCIAL STATEMENTS OF WHITE CANYON

    F-1



    FINANCIAL REPORT

    30 JUNE 2011

    F-2



    WHITE CANYON URANIUM LIMITED
    DIRECTORS REPORT

    Your Directors submit the financial report of White Canyon Uranium Limited for the year ended 30 June 2011.

    Directors

    The names of persons who have held the position of Director of White Canyon Uranium Limited at any time during the financial year and up to the date of this report are:

    Lewis Cross
    Ron Hochstein (appointed 31 August 2011)
    Frank Knezovic (appointed 31 August 2011)
    Peter Batten (resigned 2 July 2010)
    Richard Sciano (resigned 20 August 2010)
    Melvin Swanson (resigned 1 September 2011)
    Kelly Shumway (resigned 1 September 2011)
    Gregory Burns (resigned 1 September 2011)
    John Ramsey (resigned 1 September 2011)
    Michael Bynum (resigned 1 September 2011)

    Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

    Principal Activities

    The principal activity of the company during the year has been exploration for uranium and the development of uranium mining activities.

    Review of Operations

    The consolidated operating loss after income tax amounted to $7,778,575 (2010: loss $2,629,247).

    White Canyon Uranium Limited holds 100% of the advanced Thompson, Daneros, Geitus, Blue Jay and Marcy Look Projects in south-east Utah, comprising over 15,500 acres of mining claims and mineral leases. The projects contain historically defined high grade uranium deposits. First mining revenues were received during the year ended 30 June 2011.

    Dividends Paid or Recommended

    There have been no dividends declared or recommended and no distributions made to shareholders or other persons during the year.

    Significant Changes in the State of Affairs

    To fund the acquisition, exploration and development of the company’s projects the following capital raising activities were undertaken during the financial year:

    (i)

    On the 16 July 2010, the company signed a convertible note funding agreement for an amount of US$2,500,000;

       
    (ii)

    On 14 October 2010, the company finalised a Sales agency agreement with Denison Mines for the sale of uranium concentrate;

       
    (iii)

    On 31 December 2010, the company entered into a short term loan agreement for $750,000 with Denison Mines;

       
    (iv)

    On the 11 February 2011, the convertible note holder elected to convert the total notes held of US$2,500,000 into company shares at a rate of AUD10.75 cents per share.

    On 23 February 2011, the company announced that it had received a takeover offer from Denison Mines for 100% of the issued capital in the company at a price of 24 cents cash per share. The takeover was completed in June 2011 and the company delisted from the ASX on 7 July 2011.

    In the opinion of the Directors, there were no other significant changes in the state of affairs of the company that occurred during the financial year under review, not otherwise disclosed in these financial statements and the Director’s report.

    F-3

    2



    WHITE CANYON URANIUM LIMITED
    DIRECTORS REPORT

    Events subsequent to the end of the reporting period

    Effective 1 September 2011, the intercompany loan balances totaling US$30,388,871 between White Canyon (the “Company”) and its wholly owned subsidiary, Utah Energy Corporation were converted into a capital contribution by the Company to UEC. Subsequent to this conversion, the Company entered into a Share Exchange Agreement dated 1 September 2011 with Denison Mines Holdings Corp., a Delaware corporation, ("Denison"), whereby the Company will assign and transfer to the Company 100% of the issued and outstanding stock of Utah Energy Corporation, a Delaware corporation ("UEC"), in return for Denison issuing to White Canyon 4.7 shares of the Denison's voting common stock, $1.00 par value.

    No matter or circumstance has arisen since 30 June 2011 that has significantly affected, or may significantly affect:

    (a)

    the company’s operations in future financial years, or

    (b)

    the results of those operations in future financial years; or

    (c)

    the company’s state of affairs in future financial years.

    Officer’s Indemnities and Insurance

    For the year ended 30 June 2011, all directors and the specified executives of the consolidated group were insured by the Company. The insurance covers legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the consolidated entity, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company. The total amount of insurance contract premiums paid was $16,786.

    Options

    At the date of this report, there were no unissued ordinary shares of the company under option.

    Option holders do not have any rights to participate in any issues of shares or other interests in the company or any other entity.

    No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

    Future Developments, Prospects and Business Strategies

    Further information on likely developments in the operations of the company has not been included in this report because at this stage the directors believe it would be likely to result in unreasonable prejudice to the company.

    Environmental Regulation

    White Canyon Uranium is committed to environmental care and aims to carry out its activities in an environmentally-responsible and scientifically-sound way. In performing exploration activities, some disturbance of the land in the creation of tracks, drill rig pads, sumps and the clearing of vegetation occurs. These activities have been managed in a way that reduces environmental impact to a practical minimum and rehabilitation of any land disturbance commences after exploration activity in an area has been completed.

    White Canyon Uranium has complied with all statutory requirements involving protection of the environment as specified and enforced by the federal Bureau of Land Management and the State of Utah .

    Legal Proceedings

    No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

    No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the Corporations Act 2001.

    F-4

    3



    WHITE CANYON URANIUM LIMITED
    DIRECTORS REPORT

    Auditor’s Independence Declaration and Non-Audit Services

    RSM Bird Cameron Partners continues in office in accordance with section 327 of the Corporations Act 2001.

    A copy of the auditor’s independence declaration as required by Section 307C of the Corporations Act 2001 is included with the financial statements.

    Details of non-audit services provided by the company’s auditor are set out below. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and APES 110 Code of Ethics for Professional Accountants. The nature and scope of each type of non-audit service provide means that auditor independence has not been compromised. RSM Bird Cameron Partners received the following amount for provision of non-audit service:

    • Preparation of tax returns and other advisory $8,700 (2010: $4,885)

    This report is signed in accordance with a resolution of the Board of Directors.


    Lewis Cross
    Director

    Signed at Perth on 21 May 2012

    F-5

    4



    RSM Bird Cameron Partners
    8 St Georges Terrace Perth WA 6000
    GPO Box R1253 Perth WA 6844
    T +61 8 9261 9100 F +61 8 9261 9111
    www.rsmi.com.au

    AUDITOR’S INDEPENDENCE DECLARATION

    As lead auditor for the audit of the financial report of White Canyon Uranium Limited for the year ended 30 June 2011, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

    (i)

    the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

       
    (ii)

    any applicable code of professional conduct in relation to the audit.


     

    RSM BIRD CAMERON PARTNERS
    Chartered Accountants 

     
    Perth, WA TUTU PHONG
    Dated: 21 May 2012 Partner

    5


    F-6



    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
    FOR YEAR ENDED 30 JUNE 2011

        Note     2011     2010  
            $   $  
                       
                       
                       
    Revenue   2     12,411,760     114,741  
                       
    Milling expense         (4,430,270 )   -  
    Production expense         (7,426,260 )   -  
    Royalty expense         (460,251 )   -  
    Impairment expense         (2,487,156 )   -  
    Director and employee benefits expense         (570,080 )   (899,522 )
    Share based payment expense         (1,728,000 )   (130,336 )
    Legal fees         (317,019 )   (90,903 )
    Toronto listing sponsorship expense         -     (503,143 )
    Corporate and administration expenses         (2,771,299 )   (1,120,084 )
                       
    Loss before income tax   3     (7,778,575 )   (2,629,247 )
    Income tax expense   4     -     -  
    Loss for the year         (7,778,575 )   (2,629,247 )
                       
    Other Comprehensive Income                  
    Foreign currency translation         (6,647,453 )   (1,791,145 )
    Income tax relating to components of other comprehensive income for the year       -     -  
    Other comprehensive income for the year         (6,647,453 )   (1,791,145 )
                       
    Total comprehensive income for the year         (14,426,028 )   (4,420,392 )
                       
    Loss attributable to:                  
    Members of the parent entity         (7,778,575 )   (2,629,247 )
                       
    Total comprehensive income attributable to:                  
    Members of the parent entity         (14,426,028 )   (4,420,392 )

    The accompanying notes form part of these financial statements.

    F-7

    6



    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF FINANCIAL POSITION
    AS AT 30 JUNE 2011

        Note     2011     2010  
            $   $  
    CURRENT ASSETS                  
    Cash and cash equivalents   7     1,233,712     813,737  
    Trade and other receivables   8     149,459     16,539  
    Other assets   11     39,363     14,156  
    Inventory   9     3,850,361     4,404,264  
    TOTAL CURRENT ASSETS         5,272,895     5,248,696  
    NON-CURRENT ASSETS                  
    Other assets   11     137,121     171,320  
    Plant and equipment   10     24,256     79,370  
    Deferred exploration and evaluation expenditure   12     8,204,903     10,172,026  
    Mine properties   13     11,424,932     18,172,817  
    TOTAL NON-CURRENT ASSETS         19,791,212     28,595,533  
    TOTAL ASSETS         25,064,107     33,844,229  
    CURRENT LIABILITIES                  
    Trade and other payables   14     1,872,781     564,362  
    TOTAL CURRENT LIABILITIES         1,872,781     564,362  
    NON-CURRENT LIABILITIES                  
    Provisions         75,539     -  
    TOTAL NON-CURRENT LIABILITIES         75,539     -  
    TOTAL LIABILITIES         1,948,320     564,362  
    NET ASSETS         23,115,787     33,279,867  
    EQUITY                  
    Issued capital   15     37,673,112     35,139,164  
    Reserves   16     (2,872,867 )   2,046,586  
    Accumulated losses         (11,684,458 )   (3,905,883 )
    TOTAL EQUITY         23,115,787     33,279,867  

    The accompanying notes form part of these financial statements.

    F-8

    7



    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF FINANCIAL POSITION
    AS AT 30 JUNE 2011

                    Foreign              
        Issued     Accumulated     Currency     Option        
        Capital     Losses     Translation     Reserve     Total  
      $   $   $   $   $  
                                   
    Balance at 1 July 2009   30,662,559     (1,276,636 )   3,031,198     836,199     33,253,320  
                                   
    Loss after income tax   -     (2,629,247 )   -     -     (2,629,247 )
    Other comprehensive income:                              
    Foreign currency translation   -     -     (1,791,145 )   -     (1,791,145 )
    Total other comprehensive income for the year   -     (2,629,247 )   (1,791,145 )   -     (4,420,392 )
    Transactions with owners, directly in equity                    
    Shares issued during the year   4,001,304     -     -     -     4,001,304  
    Capital raising costs   (324,641 )   -     -     -     (324,641 )
    Share based payment expense   639,147     -     -     131,129     770,276  
    Options exercised   160,795     -     -     (160,795 )   -  
    Balance at 30 June 2010   35,139,164     (3,905,883 )   1,240,053     806,533     33,279,867  
                                   
    Balance at 1 July 2010   35,139,164     (3,905,883 )   1,240,053     806,533     33,279,867  
                                   
    Loss after income tax   -     (7,778,575 )   -     -     (7,778,575 )
    Other comprehensive income:                              
    Foreign currency translation   -     -     (6,647,453 )   -     (6,647,453 )
    Total other comprehensive income for the year   -     (7,778,575 )   (6,647,453 )   -     (14,426,028 )
    Transactions with owners, directly in equity                    
    Shares issued during the year   2,533,948     -     -     -     2,533,948  
    Options exercised   -     -     -     -     -  
    Share based payment expense   -     -     -     1,728,000     1,728,000  
    Balance at 30 June 2011   37,673,112     (11,684,458 )   (5,407,400 )   2,534,533     23,115,787  

    The accompanying notes form part of these financial statements.

    F-9

    8



    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF CASH FLOWS
    FOR THE YEAR ENDED 30 JUNE 2011

        Note     2011     2010  
            $   $  
    CASH FLOWS FROM OPERATING ACTIVITES                  
    Payments to suppliers and employees         (8,200,897 )   (4,540,039 )
    Payments for exploration and development expenditure         (6,206,309 )   (2,741,199 )
    Interest received         128,640     72,046  
    Receipts from customers         12,312,701     41,095  
    Net cash used in operating activities   20     (1,965,865 )   (7,168,097 )
    CASH FLOWS FROM INVESTING ACTIVITIES                  
    Payments for exploration and evaluation assets         (166,644 )   (61,382 )
    Purchase of plant and equipment         -     (36,837 )
    Payment of bonds         -     (171,320 )
    Net cash used in investing activities         (166,644 )   (269,539 )
    CASH FLOWS FROM FINANCING ACTIVITES                  
    Proceeds from issue of shares and options         -     4,001,304  
    Payments for costs of shares and options issued         -     (324,641 )
    Proceeds from borrowings         3,290,455     -  
    Repayment of borrowings         (737,971 )   -  
    Net cash provided by financing activities         2,552,484     3,676,663  
    Net increase/(decrease) in cash held         419,975     (3,760,973 )
    Cash at beginning of financial year         813,737     4,574,710  
    Cash at end of financial year   7     1,233,712     813,737  

    The accompanying notes form part of these financial statements.

    F-10

    9



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies

    These financial statements cover White Canyon Uranium Limited and its controlled entities. White Canyon Uranium Limited is an unlisted public company, incorporated and domiciled in Australia.

    Reporting Basis and Conventions

    The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporation Act 2001.

    The financial report of the company complies with all Australian equivalents to International Financial Reporting Standards (IFRS) in their entirety. Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

    The financial statements have been prepared on an accruals basis and are based on historical costs unless otherwise stated in the notes. The material accounting policies that have been adopted in preparation of these statements are presented below.

    These financial statements were authorised for issue by the Board on 21 May 2012.

    (a)

    Principles of Consolidation

       

    The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by White Canyon Uranium Limited at the end of the reporting period. A controlled entity is any entity over which White Canyon Uranium Limited has the power to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered.

       

    Where controlled entities have entered or left the consolidated entity during the year, the financial performance of those entities are included only for the period of the year that they were controlled.

       

    In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated entity have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

       

    Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the equity section of the consolidated statement of financial position and statement of comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

       
    (b)

    Income Tax

       

    The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).

       

    Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

       

    Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

       

    Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

    F-11

    10



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies (Cont.)

    (b)

    Income Tax (Cont.)

       

    Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

       

    Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

       

    Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

       

    Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

       

    Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

       
    (c)

    Plant and Equipment

       

    Each class of plant and equipment is carried at cost of fair value, less, where applicable, any accumulated depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

       

    Depreciation

       

    The depreciable amount of all fixed assets is depreciated on the reducing balance method over their useful lives commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

       

    The depreciation rates used for each class of depreciable assets are:


      Class of Fixed Asset Depreciation Rate
      Furniture and Fixtures 15%
      Plant and Equipment 15% - 33.3%
      Leasehold Improvements 12%

    The asset’s residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.

    F-12

    11



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies (Cont.)

    (c)

    Plant and Equipment (Cont.)

       

    An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

       

    Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income.

       
    (d)

    Exploration and Development Expenditure

       

    Exploration and evaluation incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area of interest or sale of that area of interest, or exploration and evaluation activities have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing.

       

    Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

       

    A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward cots in relation to the area of interest.

       
    (e)

    Impairment of Assets

       

    At the end of each reporting period, the directors review the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.

       

    Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

       
    (f)

    Inventories

       

    Inventories are valued at the lower of cost and net realisable value.

       

    Cost comprises direct material, labour and expenditure in getting such inventories to their existing location and condition, based on weighted average costs incurred during the period in which such inventories were produced.

       

    Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

    F-13

    12



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies (Cont.)

    (g)

    Mine Properties

       

    Mine properties represent the accumulation of all acquisition, exploration, evaluation and development expenditure incurred by or on behalf of the company in relation to areas of interest in which mining of mineral resource has commenced. When further development expenditure, is incurred in respect of a mine property after the commencement of production, such expenditure is carried forward as part of the cost of that mine property only when substantial future economic benefits are established, otherwise such expenditure is classified as part of the cost of production.

       

    Amortisation is provided on the units-of-production method, with separate calculations being made for each mineral resource. Estimated future capital costs to be incurred in accessing the reserves and measured resources are taken into account in determining amortisation charges. The units-of-production method results in an amortisation charge proportional to the depletion of the economically recoverable mineral resources.

       

    A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Should the carrying value of the expenditure not yet amortised exceed its estimated recoverable amount in any year, the excess is written off to the statement of comprehensive income.

       
    (h)

    Rehabilitation costs

       

    Long-term environmental obligations are based on the company’s environmental management plans, in compliance with current environmental and regulatory requirements.

       

    Full provision is made based on the net present value of the estimated cost of restoring the environmental disturbance that has occurred up to the reporting date. Increases due to additional environmental disturbances, relating to the development of an asset, are capitalised and amortised over the remaining lives of the area of interest.

       

    The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by potential proceeds from the sale of assets.

       
    (i)

    Leases

       

    Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

       
    (j)

    Foreign Currency Transactions and Balances

       

    Functional and Presentation Currency

       

    The functional currency of each of the entities in the consolidated entity is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are present in Australian dollars which is the parent entity’s functional and presentation currency.

       

    Transactions and Balances

       

    Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date when fair values were determined.

       

    Exchange differences arising on the translation of monetary items are recognised directly in the statement of comprehensive income except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of comprehensive income.

    F-14

    13



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies (Cont.)

    (j)

    Foreign Currency Transactions and Balances (Cont.)

    Group companies

    The financial results and position of foreign operations whose functional currency is different from the presentation currency are translated as follows:

    Exchange differences arising on translation of foreign operations are transferred directly to the foreign currency translation reserve in the statement of comprehensive income. These differences are recognised in the statement of comprehensive income in the period in which the operation is disposed.

       
    (k)

    Employee Entitlements

       

    Liabilities for employee benefits for wages, salaries and annual leave expected to be settled within 12 months of the year end represent present obligations resulting from employees services provided to reporting date, calculated at the undiscounted amounts based on remuneration wage and salary rates that the company expects to pay as at reporting date including related on-costs.

       

    Provision is made for the company’s liabilities for employee’s annual leave benefits arising from service rendered by employees to balance date.

       

    Equity-settled compensation

       

    The company operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a valuation model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

       
    (l)

    Cash and Equivalents

       

    Cash and equivalents include cash on hand, deposits held at call with banks and other short term highly liquid investments. For the purpose of the statement of cash flows, cash includes deposits at call, which are readily convertible to cash on hand and subject to an insignificant risk of changes in value.

       
    (m)

    Revenue

       

    Sales of goods

       

    Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably.

       

    Interest

       

    Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

       

    All revenue is stated net of the amount of goods and services tax (GST)

       
    (n)

    Goods and Services Tax (GST)

       

    Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from, or payable to, the ATO, is included as a current asset or liability in the statement of financial position.

       

    Cash flows are included in the statement of cash flows on a gross basis except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

    F-15

    14



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies (Cont.)

    (o)

    Comparative Figures

       

    When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

       

    Critical Accounting Estimates and Judgements

       

    The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the company.

       

    The areas that may have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

       

    Exploration and evaluation expenditure

       

    The board of directors determines when an area of interest should be abandoned. When a decision is made that an area of interest is not commercially viable, all costs that have been capitalised in respect of that area of interest are written off. The Directors’ decision is made after considering the likelihood of finding commercially viable reserves.

       

    No areas of interest have been abandoned at the date of this report.

       

    Determination of mineral resources and ore reserves

       

    The company estimates its mineral resources and ore reserves in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 (the ‘JORC code’). The information on mineral resources and ore reserves were prepared by or under the supervision of Competent Persons as defined in the JORC code. The amounts presented are based on the mineral resources and ore reserves determined under the JORC code.

       

    There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.

       

    Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in the reserves could impact on depreciation and amortisation rates, asset carrying values, deferred stripping costs and provisions for decommissioning and restoration.

       

    Impairment of capitalised mine development expenditure

       

    The future recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved, probable and inferred mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

       

    To the extent that capitalised mine development expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.

       

    Environmental Issues

       

    Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors understanding thereof. At the current stage of the company’s development and its current environmental impact the directors believe such treatment is reasonable and appropriate.

    F-16

    15



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
    Note 2: Revenue and Other Income            
                 
    Sales revenue   12,283,120     42,695  
                 
    Other revenue            
     Interest received   128,640     72,046  
                 
        12,411,760     114,741  
    Note 3: Loss for the year            
                 
    The loss before income tax includes the following:            
                 
    Rental expenses on operating leases   67,483     79,130  
    Share registry, promotion and investor relations   185,968     91,494  
    Travel and accommodation   67,262     107,497  
    Depreciation   16,870     30,476  

    Note 4: Income Tax Expense
     
    (a) Reconciliation
     
    The prima facie tax on the loss is reconciled to income tax expense as follows:

    Loss for the year   7,778,575     2,629,247  
                 
    Prima facie tax benefit at 30%   2,333,573     788,774  
    Non-assessable/(non-deductible) items   (514,376 )   68,371  
    Tax losses of non-resident controlled entities   (507,103 )   (86,418 )
    Deferred tax asset not brought to account   (804,991 )   (684,309 )
    Difference in foreign income tax rates   (507,103 )   (86,418 )
                 
    Income tax benefit relating to loss   -     -  

    (b) Deferred Tax Asset & Liability

    Deferred tax asset not brought to account compromises the future benefits at applicable tax rates:

    Tax losses – revenue (resident)   1,392,232     816,007  
    Tax losses – revenue (non-resident)   660,753     153,650  
    Tax losses – capital   -     419  
    Temporary differences   702,338     474,765  
                 
    Deferred tax asset   2,755,323     1,444,841  
                 
    Deferred tax liability   (473 )   (1,666 )
                 
    Net deferred tax asset   2,754,850     1,443,175  

    F-17

    16



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 4: Income Tax Expense (Cont.)

    Resident tax losses calculated at the Australian income tax rate of 30%.

    Non-resident tax losses calculated at the lowest US corporate tax rate threshold of 15% as the non-resident companies did not derive any taxable income.

    This asset has not been recognised as an asset in the statement of financial position as its realisation is not considered probable. The asset will only be obtained if:

    (a)

    the company derives future assessable income of a nature and of an amount sufficient to enable the asset from the deductions for the loss to be realised;

       
    (b)

    the company continues to comply with the conditions for deductibility imposed by the law; and

       
    (c)

    no changes in tax legislation adversely affect the company in realising the asset from deductions for the losses.

    Note 5: Key Management Personnel

    a)

    Key Management Personnel Remuneration

       

    The totals of remuneration paid to key management personnel during the year are as follows:


          2011     2010  
        $   $  
      Short-term employee benefits   599,469     1,021,289  
      Post-employment benefits   24,778     48,748  
      Share based payments   1,555,000     130,336  
          2.179,247     1,200,373  

    b)

    Other Key Management Personnel Transactions

       

    For details of other transactions with Key Management Personnel, refer to Note 22: Related Party Transactions.


          2011     2010  
        $   $  
      Note 6: Auditors’ Remuneration            
      Remuneration of the auditor of the parent entity for:            
      - auditing or reviewing the financial report   43,500     52,000  
      - tax compliance services   8,700     4,885  
          52,200     56,885  
      Note 7: Cash and Cash Equivalents            
      Cash at bank and in hand   1,233,712     813,737  
      Short-term bank deposits   -     -  
          1,233,712     813,737  
      Note 8: Trade and Other Receivables            
      GST receivable   149,459     16,539  

    F-18

    17



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
    Note 9: Inventory            
    Ore - at cost   6,194,257     4,404,264  
    Impairment   (2,343,896 )   -  
        3,850,361     4,404,264  
    Note 10: Plant and Equipment            
    Plant and equipment            
    At cost   81,504     116,519  
    Foreign currency adjustment   (16,484 )   -  
    Accumulated depreciation   (40,764 )   (37,149 )
        24,256     79,370  
    Movements in Carrying Amounts            
    Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year:        
    Balance at the beginning of year   79,370     52,215  
    Foreign currency translation   (8,662 )   -  
    Additions   -     57,631  
    Disposals   (29,582 )   -  
    Depreciation expense   (16,870 )   (30,476 )
    Carrying amount at the end of year   24,256     79,370  
    Note 11: Other Assets            
    CURRENT            
    Prepayments   39,363     14,156  
    NON-CURRENT            
    Reclamation bonds   137,121     171,320  
                 
    Note 12: Deferred Exploration and Evaluation Expenditure            
    Cost brought forward   10,172,026     28,856,548  
    Expenditure incurred during year   380,937     141,107  
    Foreign currency translation adjustment   (2,348,060 )   (1,742,849 )
    Transfer to mine properties   -     (17,082,780 )
    Cost carried forward   8,204,903     10,172,026  

    The ultimate recoupment of exploration expenditure carried forward is dependent upon successful development and commercial exploration, or sale of the respective areas.

    F-19

    18



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
                 
    Note 13: Mine Properties            
                 
        16,307,684     20,020,968  
    Mine development expenditure   (4,882,752 )   (1,848,151 )
    Accumulated amortisation   11,424,932     18,172,817  
                 
    Cost brought forward   18,172,817     -  
    Transfer from deferred exploration and evaluation expenditure   -     17,082,780  
    Foreign currency translation adjustment   (3,878,668 )   -  
    Additions   165,384     2,938,188  
    Amortisation capitalised under inventory   (3,034,601 )   (1,848,151 )
                 
    Cost carried forward   11,424,932     18,172,817  

        2011     2010  
      $   $  
                 
    Note 14: Trade and Other Payables            
                 
    CURRENT            
    Trade payables and accruals   1,872,781     564,362  

    Trade creditors are expected to be paid on 30 day terms.

    F-20

    19



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
    Note 15: Issued Capital            
    230,679,770 (2010: 207,096,144) fully paid ordinary shares   37,673,112     35,139,164  

        2011     2010  
    ( a) Ordinary Shares   No.     No.  
                 
    At the beginning of reporting period   207,096,144     187,941,631  
    - 14 August 2009 : Exercise of options   -     216  
    - 4 January 2010 : Exercise of options   -     260,125  
    - 15 January 2010 : Exercise of options   -     1,453,061  
    - 22 January 2010 : Exercise of options   -     942,315  
    - 28 January 2010 : Exercise of options   -     2,280,920  
    - 12 February 2010 : Exercise of options   -     11,068,579  
    - 18 February 2010 : Share based payment   -     2,349,273  
    - 11 May 2010 : Share based payment   -     800,024  
    - 23 February 2011 : Issued from conversion of convertible note   23,583,626     -  
                 
    At reporting date   230,679,770     207,096,144  

    At shareholders meetings each ordinary share is entitled to one vote. The company does not have authorised share capital and there is no par value for shares.

    (b)

    Unlisted Options

       

    There are 20,000,000 unlisted options at 30 June 2011 (30 June 2010: 9,000,000).

       
    (c)

    Listed Options

       

    There are no listed options at 30 June 2011 (30 June 2010: Nil).

       
    (d)

    Capital Risk Management

       

    The company is not subject to any externally imposed capital requirements.

       

    Management’s objectives when managing capital is to ensure the croup continues as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders.

       

    Due to the nature of the company’s activities, being mineral exploration, the company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the company’s capital risk management is the current working capital position against the requirements of the company to meet exploration programmes and corporate overheads.

    F-21

    20



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 15: Issued Capital (Cont.)

    There is no current intention to incur debt funding on behalf of the company as on-going exploration expenditure will be funded via cash reserves, equity or joint ventures with other companies.

    The company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

    The working capital position of the company at 30 June 2011 and 30 June 2010 are as follows:

        2011     2010  
      $   $  
                 
                 
    Cash and cash equivalents   1,233,712     813,737  
    Trade and other receivables   149,459     16,539  
    Inventory   3,850,361     4,404,264  
    Trade and other payables   (1,872,781 )   (564,362 )
    Working capital position   3,360,751     4,670,178  

    Note 16: Reserves

    The foreign currency translation reserve records exchange differences arising on translation of foreign controlled subsidiaries.

    The options reserve records amounts received when the company issues options or records items recognised as expenses on the valuation of employee share options where relevant.

    F-22

    21



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
                 
    Note 17: Parent Entity Disclosures            
                 
    Statement of Financial Position            
    Assets            
         Current assets   283,346     788,443  
         Non-current assets   28,297,805     33,751,382  
    Total assets   28,581,151     34,539,825  
                 
    Liabilities            
         Current liabilities   1,456,644     134,154  
         Non-current liabilities   -     -  
    Total liabilities   1,456,644     134,154  
                 
    Equity            
         Issued capital   37,673,112     35,139,164  
         Reserves:            
           Option reserve   2,534,534     806,533  
           Foreign currency translation reserve   (5,947,733 )   1,197,493  
         Accumulated losses   (7,135,406 )   (2,737,519 )
    Total Equity   27,124,507     34,405,671  
                 
    Statement of Comprehensive Income            
    Loss for the year   (4,397,887 )   (2,053,123 )
    Other comprehensive income   (7,145,226 )   (1,808,546 )
    Total comprehensive income   (11,543,113 )   (3,861,669 )

    (a) Contingent liabilities of the parent entity

    The parent entity has no contingent liabilities as at 30 June 2011 (30 June 2010: NIL).

    (b) Commitments for expenditure

    The parent entity has no capital expenditure commitments as at 30 June 2011 (30 June 2010: NIL).

    F-23

    22



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 18: Controlled Entities
     
    Ultimate Parent Entity:
    White Canyon Uranium Limited

      Country of Class of    
    Subsidiaries incorporation shares Ownership Interest
          2011 2010
             
    Utah Energy Corporation USA Ordinary 100% 100%

    Note 19: Contingent Liabilities and Contingent Assets

    Contingent Liabilities

    There were no known contingent liabilities at reporting date.

    Contingent Assets

    There were no known contingent assets at reporting date.

    F-24

    23



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
                 
    Note 20: Cash Flow Information            
                 
    (a) Reconciliation of Cash Flow from Operations with Loss after Income Tax        
                 
    Loss after income tax   (7,778,575 )   (2,629,247 )
    Non-cash flows            
    Impairment expense   2,343,896     -  
    Profit on sale of investments   -     (1,600 )
    Foreign currency movements   (21,798 )   (1,212 )
    Share based payments   1,728,000     635,487  
    Depreciation   16,870     30,476  
    Changes in assets and liabilities:            
    Inventories   553,903     (2,449,560 )
    - Receivables   (132,920 )   (41,643 )
    - Prepayments   (25,207 )   30,260  
    - Other   (34,199 )   (21,596 )
    - Trade payables and accruals   1,384,165     21,737  
    - Exploration expenditure capitalised   -     (2,741,199 )
                 
    Cash flow used in operating activities   (1,965,865 )   (7,168,097 )

    Note 21: Share Based Payments

    On 30 November 2010, 20,000,000 options were granted to directors and the company secretary to encourage them to have a greater involvement in the achievement of the company’s objectives and provide an incentive to strive to that end by participating in the future growth and prosperity of the company through share ownership.

    All options granted are ordinary shares in the company, which confer a right of one ordinary share for every option held. There were no options exercised during the year ended 30 June 2011 (16,005,216 options were exercised during the year ended 30 June 2010). The fair value of options granted during the year recognized in the statement of comprehensive income was $1,728,000 (2010: $130,336). These options are exercisable from grant date. These values were calculated using the Black-Scholes option pricing model applying the following inputs:-

    Number of options   20,000,000  
    Share price at grant date $ 0.175  
    Exercise price $ 0.150  
    Expected share price volatility   50%  
    Option life   4 years  
    Risk-free rate   5.18%  
    Fair value per option $ 0.086  

        Weighted average
      Number exercise price
    Options outstanding as at 30 June 2009 - -
    Granted 9,000,000 $0.50
    Options outstanding as at 30 June 2010 9,000,000 -
    Granted 20,000,000 $0.15
    Forfeited (9,000,000) $0.50
    Options outstanding as at 30 June 2011 20,000,000  

    F-25

    24



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 22: Related Party Transactions

    Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

    Key Management Personnel

    Kelly Shumway is a 50% shareholder of KM Real Estate Enterprises LLC. The Company entered into an Administrative Services Agreement with KM Real Estate Enterprises LLC and has paid KM Real Estate Enterprises LLC $14,229 (2010: $16,251) as payment for rental of office and warehouse space and provision of office and accounting services at 1300 S Highway 191, Moab, Utah.

    Kelly Shumway is the owner of Ksue Corporation LLC, a construction, earthworks and machinery hire business. The Company has paid Ksue Corporation LLC $Nil (2010: $53,458) as payment for earthworks and site infrastructure costs.

    Kelly and Michael Shumway are shareholders and managers of Reliance Resources LLC. The Company has paid Reliance Resources LLC $5,617,083 (2010: $4,095,703) for rotary and diamond drilling services at the Company’s Daneros Uranium Project.

    Messrs Cross and Sciano are directors of Golden State Resources Limited. The Company entered into an Administrative Services Agreement with Golden State Resources Limited for the provision of office and administrative services at 181 Roberts Road, Subiaco and Unit 18, St Quentin Avenue, Claremont Western Australia for which the Company has paid $33,527 (2010: $62,321).

    Other than disclosed above, there were no other transactions of directors and their related entities during the year.

    Note 23: Financial Risk Management

    Financial Risk Management Policies

    In managing risk, it is the company's practice to take advantage of potential opportunities while managing potential adverse effects. The Board is responsible for reviewing the company's policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. Implementation of the risk management system and day-to-day management of risk is the responsibility of the Board, with the assistance of senior management, as required.

    The Board monitors the company’s financial risk management policies and exposures and approves financial transactions within the scope of its authority. It also reviews the effectiveness of internal controls relating to commodity price risk, currency risk, financing risk and interest rate risk.

    The Board’s overall risk management strategy seeks to assist the company in meeting its financial targets, while minimising potential adverse effects on financial performance. Its functions include the review of the use of credit risk policies and future cash flow requirements.

    The company’s financial instruments consist mainly of deposits with banks, short term investments and accounts receivable and payables. The main risks the company is exposed to through its financial instruments are interest rate risk, foreign currency risk and credit risk

    F-26

    25



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 23: Financial Risk Management (Cont.)

    (a)

    Interest rate risk

       

    The company’s exposure to interest rate risk, which is the risk that a financial instrument will fluctuate as a result of changes in market interest rates and effective average interest rates on those financial assets and liabilities, is set out below.


                          Fixed              
        Weighted           Fixed     Interest Rate              
        Average     Floating     Interest Rate     Within 1-5     Non-Interest        
        Interest Rate     Interest Rate     Within 1 Year     Years     Bearing     Total  
        %   $   $   $   $   $  
    2011                                    
    Financial Assets:                                    
    Cash   0.30     1,233,712     -     -     -     1,233,712  
    Receivables   -     -     -     -     149,459     149,459  
    Other assets   0.09     -     -     137,121     39,363     176,484  
                                         
    Total financial assets         1,233,712     -     137,121     188,822     1,559,655  
                                         
    Financial Liabilities:                                    
    Payables   -     -     -     -     (1,872,781 )   (1,872,781 )
                                         
    Total financial liabilities         -     -     -     (1,872,781 )   (1,872,781 )
                                         
    Net financial assets         1,233,712     -     137,121     (1,683,959 )   (313,126 )

                          Fixed              
        Weighted           Fixed     Interest Rate              
        Average     Floating     Interest Rate     Within 1-5     Non-Interest        
        Interest Rate     Interest Rate     Within 1 Year     Years     Bearing     Total  
        %   $   $   $   $   $  
    2010                                    
    Financial Assets:                                    
    Cash   3.70     813,737     -     -     -     813,737  
    Receivables   -     -     -     -     16,539     16,539  
    Other assets   0.40     -     -     171,320     14,156     185,476  
                                         
    Total financial assets         813,737     -     171,320     30,695     1,015,752  
                                         
    Financial Liabilities:                                    
    Payables   -     -     -     -     (564,362 )   (564,362 )
                                         
    Total financial liabilities         -     -     -     (564,362 )   (564,362 )
                                         
    Net financial assets         813,737     -     171,320     (533,667 )   451,390  

    F-27

    26



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 23: Financial Risk Management (Cont.)

        2011     2010  
      $   $  
    Reconciliation of Net Financial Assets to Net Assets            
    Net financial assets as above   (313,126 )   451,390  
    Inventory   3,850,361     4,404,264  
    Plant and equipment   24,256     79,370  
    Exploration and evaluation expenditure   8,204,903     10,172,026  
    Mining properties   11,424,932     18,172,817  
    Provisions   (75,539 )   -  
                 
    Net assets per statement of financial position   23,115,787     33,279,867  

    (b)

    Sensitivity Analysis

       

    At 30 June 2011, if interest rates had changed by -/+ 200 basis points from the weighted average rate for the year with all other variables held constant, post-tax loss for the company would have been $24,674 lower/higher respectively (2010 - $16,275) lower/higher respectively) as a result of lower/higher interest income from cash and cash equivalents.

       
    (c)

    Foreign Currency Risk

       

    The company is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the company’s measurement currency.

       
    (d)

    Credit Risk

       

    The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to recognised financial assets is the carrying amount as disclosed in the statement of financial position and the notes to the financial statements. The company does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the company.

       

    Credit risk related to balances with banks and other financial institutions is managed by the company in accordance with approved Board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard and Poor’s rating of at least AA-. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard and Poor’s counterparty credit ratings.


          Note     2011     2010  
              $   $  
      Cash and cash equivalents
      - AA Rated   7     1,233,712     813,737  

    No material exposure is considered to exist by virtue of the possible non performance of the counterparties to financial instruments and cash deposits.

       
    (e)

    Net Fair Values

       

    The net fair value of financial assets and liabilities of the company approximated their carrying amount.

       

    The company has no financial assets and liabilities where the carrying amount exceeds the net fair value at balance date.

       

    The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and notes to the financial statements.

    F-28

    27



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 23: Financial Risk Management (Cont.)

    (f)

    Liquidity Risk

         

    Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The company manages this risk through the following mechanisms:

         
  •  
  • preparing forward looking cash flow analysis in relation to its operational, investing and financing activities

         
  •  
  • obtaining funding from a variety of sources

         
  •  
  • maintaining a reputable credit profile

         
  •  
  • managing credit risk related to financial assets

         
  •  
  • investing only in surplus cash with major financial institutions

         
  •  
  • comparing the maturity profile of financial liabilities with the realisation profile of financial assets

         

    The company does not have a significant exposure in terms of financial liabilities or illiquid financial assets and is able to settle its debts or otherwise meet its obligations related to financial liabilities. Financial asset and financial liability are expected to mature within 30 days.

         
    (g)

    Price Risk

         

    Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices largely due to demand and supply factors for commodities. As at 30 June 2011 and 30 June 2010, the company is not exposed to equity securities price risk or commodity price risk.

    Note 24: Events subsequent to the end of the reporting period

    Effective 1 September 2011, the intercompany loan balances totaling US$30,388,871 between White Canyon (the “Company”) and its wholly owned subsidiary, Utah Energy Corporation were converted into a capital contribution by the Company to UEC. Subsequent to this conversion, the Company entered into a Share Exchange Agreement dated 1 September 2011 with Denison Mines Holdings Corp., a Delaware corporation, ("Denison"), whereby the Company will assign and transfer to the Company 100% of the issued and outstanding stock of Utah Energy Corporation, a Delaware corporation ("UEC"), in return for Denison issuing to White Canyon 4.7 shares of the Denison's voting common stock, $1.00 par value.

    No matter or circumstance has arisen since 30 June 2011 that has significantly affected, or may significantly affect:

    (a) the company’s operations in future financial years, or
    (b) the results of those operations in future financial years; or
    (c) the company’s state of affairs in future financial years.

    Note 25: Commitments for Expenditure

    Exploration Expenditure

    With respect to the tenements in United States, the company is committed to meet the annual tenement rental commitments of US$73,306 payable to the U.S. Department of the Interior Bureau of Land Management and the Utah Trust Lands Administration.

    F-29

    28



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 26: Company Details

    The registered office is:

    Suite 101, 48 Outram Street, West Perth, WA, 6005

    The principal places of business are:

    Note 27: New Accounting Standards for Application in future periods

    Reference Title Summary Application date (financial years beginning) Expected Impact
    AASB 9 Financial Instruments Replaces the requirements of AASB 139 for the classification and measurement of financial assets. This is the result of the first part of Phase 1 of the IASB’s project to replace IAS 39. 1 January 2013 No expected material impact on the Company
    AASB 124 Related Party Disclosures Revised standard. The definition of a related party is simplified to clarify its intended meaning and eliminate inconsistencies from the application of the definition 1 January 2011 Disclosure only

    F-30

    29



    WHITE CANYON URANIUM LIMITED
    DIRECTORS’ DECLARATION

    In the opinion of the directors:

    a)

    The financial statements and notes are in accordance with the Corporations Act 2001, and:


      i)

    give a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and

         
      ii)

    comply with Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and


    b)

    There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

    This declaration is made in accordance with a resolution of the Directors.


    Lew Cross
    Director

    Dated this 21 May 2012

    F-31

    30



    RSM Bird Cameron Partners
    8 St George’s Terrace Perth WA 6000
    GPO Box R1253 Perth WA 6844
    T +61 8 9261 9100 F +61 8 9261 9101
    www.rsmi.com.au

    INDEPENDENT AUDITOR’S REPORT
    TO THE MEMBERS OF
    WHITE CANYON URANIUM LIMITED

    Report on the Financial Report

    We have audited the accompanying financial report of White Canyon Uranium Limited, which comprises the consolidated statement of financial position as at 30 June 2011, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

    Directors’ Responsibility for the Financial Report

    The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

    Auditor’s Responsibility

    Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

    We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

    31


    F-32



    Independence

    In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of White Canyon Uranium Limited, would be in the same terms if given to the directors as at the time of this auditor's report .

    Opinion

    In our opinion:

    (a)

    the financial report of White Canyon Uranium Limited is in accordance with the Corporations Act 2001 , including:


      (i)

    giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and

         
      (ii)

    complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and


    (b)

    the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.


    RSM BIRD CAMERON PARTNERS
    Chartered Accountants

     
    Perth, WA TUTU PHONG
    Dated: 21 May 2012 Partner

    F-33

    32


     

    RSM Bird Cameron Partners
    8 St Georges Terrace Perth WA 6000
    GPO Box R1253 Perth WA 6844
    T +61 8 9261 9100 F +61 8 9261 9111
    www.rsmi.com.au

    COMMENTS BY AUDITOR FOR CANADIAN READERS ON REPORTING DIFFERENCES
    BETWEEN CANADIAN GENERALLY ACCEPTED AUDITING STANDARDS AND
    AUSTRALIAN AND INTERNATIONAL STANDARDS ON AUDITING

    To the Directors of White Canyon Uranium Limited

    We conducted our audit for the 12 months ended 30 June 2011 and 30 June 2010 in accordance with Australian Auditing Standards and International Standards on Auditing. There are no material differences in the form or content of our report (except as noted in the paragraph below) as compared to an auditor’s report prepared in accordance with Canadian Generally Accepted Auditing Standards (GAAS) and if this report was prepared in accordance with Canadian GAAS, it would not contain a reservation.

    Canadian GAAS requires that an auditor’s opinion state that the consolidated financial statements of the company present fairly, in all material respects, the financial position of the consolidated entity as at year end and its results of operations and cash flows for the year then ended. In Australia, reporting standards for auditors require that an auditor’s opinion state that the consolidated financial statements of the company give a true and fair view of the consolidated entity’s financial position as at year end and of its performance for the year then ended.


    RSM BIRD CAMERON PARTNERS
    Chartered Accountants

     
    Perth, WA TUTU PHONG
    Dated: 21 May 2012 Partner

    F-34


    SCHEDULE G - SHARE CONSOLIDATION RESOLUTION

    RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC.
    (the “Corporation”)

    BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

    1.

    The Corporation is hereby authorized to amend its articles of incorporation to provide that:


      (a)

    the authorized capital of the Corporation is altered by consolidating all of the issued and outstanding common shares of the Corporation (“ Common Shares ”) on the basis of one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares;

         
      (b)

    in the event that the consolidation would otherwise result in the issuance of a fractional Common Share, no fractional Common Share shall be issued and such fraction will be rounded down to the nearest whole number; and

         
      (c)

    the effective date and time of such consolidation shall be the date and time shown in the articles of amendment and certificate of amendment issued by the Director appointed under the Business Corporations Act (Ontario) or such other date and time indicated in the articles of amendment provided that, in any event, such date shall be prior to the next annual meeting of Shareholders.


    2.

    Any director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute, or to cause to be executed, whether under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments, and to do or cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to carry out the intent of this special resolution, including, without limitation, the determination of the effective date and time of the consolidation and the delivery of articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

       
    3.

    Notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the Shareholders of the Corporation, to revoke this special resolution at any time before a certificate of amendment is issued by the Director.

    G-1





    Exhibit 99.46

    ENERGY FUELS INC.

    PROXY FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON JUNE 25, 2012
    SOLICITED ON BEHALF OF MANAGEMENT

    The undersigned shareholder of Energy Fuels Inc. (the “ Corporation ”) hereby appoints Stephen P. Antony, President and Chief Executive Officer, whom failing, Jeffrey L. Vigil, Chief Financial Officer, or instead of either of them,                                                                    , as nominee of the undersigned, with the power of substitution, to attend, vote and act for and on behalf of the undersigned at the special meeting of shareholders of the Corporation to be held on June 25, 2012 (the “ Meeting ”) and at any adjournments thereof, and, without limiting the general authority and power hereby given to such nominee, the shares represented by this proxy are specifically directed to be voted as indicated below:

    1. [   ] VOTE FOR or [   ] VOTE AGAINST with respect to the Acquisition Resolution attached as Schedule “A” to the Management Information Circular.
             
    2. [   ] VOTE FOR or [   ] AGAINST or [   ] WITHHOLD FROM VOTING in respect of the issuance of common shares of the Corporation to Dundee Securities Ltd., as described in the Management Information Circular;
             
    3. [   ] VOTE FOR or [   ] AGAINST with respect to the Share Consolidation Resolution attached as Schedule “G” to the Management Information Circular;
             
    4. IN HIS/HER DISCRETION with respect to amendments to the above matters and on such other business as may properly come before the meeting or any adjournment thereof.
               
      This proxy revokes and supersedes all proxies of earlier date.
       
      DATED this _____________day of _____________, 2012.
               
      
      Signature of Shareholder
     
        
      Name of Shareholder (print)


    Notes :

    1.

    Shareholders may vote at the Meeting either in person or by proxy. A proxy should be dated and signed by the shareholder or by the shareholder's attorney authorized in writing. If not dated, this proxy shall be deemed to bear the date on which it was mailed by management of the Corporation.

       
    2.

    You have the right to appoint a person other than as designated herein to represent you at the Meeting either by striking out the names of the persons designated above and inserting such other person's name in the blank space provided or by completing another proper form of proxy and, in either case, delivering the completed proxy to CIBC Mellon Trust Company in the envelope provided.

       
    3.

    The common shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for. In the absence of direction, this proxy will be voted for each of the matters referred to herein.

       
    4.

    A completed proxy must be delivered to CIBC Mellon Trust Company by mail at c/o Cover-all, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on June 21, 2012, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.




    Exhibit 99.47


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces C$7.1 Million Private Placement

    Toronto, Ontario – June 4, 2012

    Energy Fuels Inc. (TSX:EFR) (“Energy Fuels” or the “Company”) is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. as lead agent on behalf of a syndicate of agents including Haywood Securities Inc., Scotiabank and Versant Partners Inc. (the “Agents”) under which the Agents have agreed to offer for sale, on a best efforts private placement basis, approximately 30,870,000 non-transferrable subscription receipts of the Company ("Subscription Receipts") at a price of C$0.23 per Subscription Receipt for total gross proceeds of approximately C$7,100,100 (the “Offering”). The Agents have been granted the option (the “Option”) to sell up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 48 hours before the closing of the Offering which is scheduled for on or about June 21, 2012 (the “Closing Date”).

    Each Subscription Receipt shall be exchangeable for one unit of the Company (a "Unit") upon satisfaction of the Escrow Release Conditions (defined below). Each Unit shall consist of one common share (a “Share”) of the Company and one-half of one common share purchase warrant (“Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one additional Share of the Company at a price of C$0.265 for a period of 36 months following the Closing Date. The Warrants will not be listed for trading.

    The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes related to the operations of the U.S. based mining assets that are being acquired from Denison Mines Corp., as press released on May 24, 2012 (the “Transaction”). The gross proceeds of the Offering (the "Escrowed Funds"), shall be deposited in escrow on the Closing Date. The Escrowed Funds will be released from escrow to the Company immediately prior to the closing of the Transaction and receipt of all required third party and regulatory approvals (the "Escrow Release Conditions"). In the event that the Escrow Release Conditions are not satisfied on or before July 31, 2012, the Escrowed Funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

    In connection with the Offering, the Agents will receive a cash commission equal to 6.0% of the gross proceeds raised pursuant to the Offering (inclusive of the Option), 50% of which will be payable upon the Closing Date and the balance will be payable upon the satisfaction of the Escrow Release Conditions.

    All securities issued in connection with the Offering will be subject to a statutory four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.


    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Stephen P. Antony
    President & CEO
    (303) 974-2140
    s.antony@energyfuels.com
    www.energyfuels.com



    Exhibit 99.48


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Judge Issues Ruling in Case Challenging Issuance of Radioactive
    Materials License for Piñon Ridge Mill

    Toronto, Ontario – June 13, 2012

    Energy Fuels Inc. (TSX-EFR) (“Energy Fuels” or the “Company”) announced today that Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and Energy Fuels, Inc. (“Energy Fuels”) on the ten substantive environmental, health, and safety claims in a case challenging CDPHE’s issuance of a radioactive materials license for the Piñon Ridge project to Energy Fuels. The Judge did rule partially in favor of Plaintiffs on one claim, ordering a time-limited administrative hearing on the issuance of the License.

    The claim, brought by plaintiff Sheep Mountain Alliance and intervening parties the Towns of Telluride and Ophir (collectively, the “Plaintiffs”), alleged that CDPHE failed to comply with procedural and substantive requirements for licensing of radioactive material in its issuance of the License.

    The Court rejected all of Plaintiffs’ substantive environmental, health, and safety arguments in their entirety, holding that CDPHE and Energy Fuels complied with statutory and regulatory requirements regarding financial assurance, decommissioning, and standards pertaining to air emissions control and groundwater.

    While acknowledging the extensive administrative record, numerous public meetings, and substantial public comment, the Court did require that CDPHE conduct a public hearing which includes the opportunity for cross-examination of witnesses. Such hearing will take place within 75 days of July 5, 2012. The current License issued to Energy Fuels will be set aside pending the outcome of the public hearing.

    “While the State is required to conduct a hearing which will further delay the project, we are generally pleased with the outcome of today’s decision,” said President & CEO Stephen P. Antony. “The decision by Judge McMullen rejected every one of Plaintiff’s claims suggesting that our license somehow failed to fully protect public health and the environment on the West Slope. Based on the Court’s decision, we are confident that after this procedural issue is resolved, the license will be reissued.”

    About Energy Fuels: Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company also received a Final Radioactive Materials License from the State of Colorado for the proposed Piñon Ridge Uranium and Vanadium Mill in March 2011. The mill will be the first uranium mill constructed in the United States in over 30 years.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com



    Exhibit 99.49


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces Completion of C$8.1 Million Private Placement

    Toronto, Ontario June 21, 2012

    Energy Fuels Inc. (TSX:EFR) (“Energy Fuels” or the “Company”) is pleased to announce the closing of the previously announced private placement of subscription receipts (the “ Private Placement ”). A total of 35,500,500 non-transferable subscription receipts (“ Subscription Receipts ”) were issued by the Company at a price of C$0.23 per Subscription Receipt for total gross proceeds of C$8,165,115 pursuant to an agency agreement with Dundee Securities Ltd. (as lead agent), Haywood Securities Inc., Scotia Capital Inc. and Versant Partners Inc. dated June 21, 2012. The agents’ option to sell additional Subscription Receipts was exercised in full.

    The net proceeds of the Private Placement will be placed into escrow pending release upon the satisfaction of certain conditions relating to the previously announced transaction with Denison Mines Corp. anticipated to close on June 29, 2012.

    Upon satisfaction of the escrow release conditions, each Subscription Receipt will be exchanged for one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the Company at a price of C$0.265 until June 22, 2015. If the escrow release conditions are not satisfied on or before July 31, 2012, the escrowed funds together with interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

    All securities issued in connection with the Private Placement are subject to a statutory hold period which expires October 22, 2012.

    About Energy Fuels:
    Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan’s Athabasca Basin totaling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.


    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Stephen P. Antony
    President & CEO
    (303) 974-2140
    s.antony@energyfuels.com
    www.energyfuels.com



    Exhibit 99.50

    ENERGY FUELS INC.

    and

    CIBC MELLON TRUST COMPANY

     

    WARRANT INDENTURE

     

    Providing for the Issue of
    Common Share Purchase Warrants


     

    Dated as of June 21, 2012


    TABLE OF CONTENTS

    ARTICLE 1 INTERPRETATION 2
           1.1 Definitions 2
           1.2 Number and Gender 6
           1.3 Interpretation Not Affected by Headings, Etc. 6
           1.4 Day Not a Business Day 6
           1.5 Governing Law 6
           1.6 Attornment 6
           1.7 Currency 6
           1.8 Meaning of “Outstanding” 7
           1.9 Severability 7
           1.10 Accounting Principles 7
           1.11 Statutory References 7
         
    ARTICLE 2 ISSUE OF WARRANTS 7
           2.1 Issue of Warrants 7
           2.2 Form and Terms of Warrants 7
           2.3 Issue of Global Certificates 9
           2.4 Issue in Substitution for Lost Warrant Certificates 12
           2.5 Warrantholder Not a Shareholder 12
           2.6 Warrants to Rank Pari Passu 12
           2.7 Signing of Warrant Certificates 13
           2.8 Certification by the Warrant Agent 13
           2.9 Copy of Indenture 13
         
    ARTICLE 3 EXCHANGE AND OWNERSHIP OF WARRANTS; NOTICES 13
           3.1 Exchange of Warrant Certificates 13
           3.2 Transfer of Warrants 14
           3.3 Registration of Warrants 15
           3.4 Recognition of Registered Holder 15
           3.5 Evidence of Ownership 16
           3.6 Notices 16
           3.7 Prohibition on Transfer to U.S. Persons 16
         
    ARTICLE 4 EXERCISE OF WARRANTS 17
           4.1 Method of Exercise of Warrants 17
           4.2 Effect of Exercise of Warrants 18
           4.3 Subscription for Less than Entitlement 19
           4.4 No Fractional Common Shares 19
           4.5 Expiration of Warrant Certificates 20
           4.6 Cancellation of Surrendered Warrants 20
           4.7 Accounting and Recording 20
           4.8 Prohibition on Exercise by U.S. Persons 20
         
    ARTICLE 5 ADJUSTMENT OF SUBSCRIPTION RIGHTS AND EXERCISE PRICE 22
           5.1 Definitions 22

    i



           5.2 Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise 22
           5.3 Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise 26
           5.4 Postponement of Subscription 28
           5.5 Notice of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise 29
         
    ARTICLE 6 PURCHASES BY THE CORPORATION 30
           6.1 Optional Purchases by the Corporation 30
         
    ARTICLE 7 COVENANTS OF THE CORPORATION 30
           7.1 Covenants of the Corporation 30
           7.2 Warrant Agent’s Remuneration and Expenses 31
           7.3 Performance of Covenants by Warrant Agent 32
         
    ARTICLE 8 ENFORCEMENT 32
           8.1 Suits by Warrantholders 32
           8.2 Immunity of Shareholders, Etc. 34
           8.3 Limitation of Liability 34
         
    ARTICLE 9 MEETINGS OF WARRANTHOLDERS 34
           9.1 Right to Convene Meetings 34
           9.2 Notice 34
           9.3 Chairman 35
           9.4 Quorum 35
           9.5 Power to Adjourn 35
           9.6 Show of Hands 35
           9.7 Poll and Voting 35
           9.8 Regulations 36
           9.9 Corporation, Warrant Agent and Warrantholders May Be Represented 37
           9.10 Powers Exercisable by Extraordinary Resolution 37
           9.11 Meaning of Extraordinary Resolution 38
           9.12 Powers Cumulative 39
           9.13 Minutes 39
           9.14 Instruments In Writing 39
           9.15 Binding Effect of Resolutions 39
           9.16 Holdings by Corporation Disregarded 40
         
    ARTICLE 10 SUPPLEMENTAL INDENTURES 40
           10.1 Provision for Supplemental Indentures for Certain Purposes 40
           10.2 Successor Corporations 41
         
    ARTICLE 11 CONCERNING THE WARRANT AGENT 41
           11.1 Rights and Duties of Warrant Agent 41
           11.2 Evidence, Experts and Advisers 42
           11.3 Monies Held by Warrant Agent 43

    ii



           11.4 Action by Warrant Agent to Protect Interest 43
           11.5 Warrant Agent Not Required to Give Security 43
           11.6 Protection of Warrant Agent 44
           11.7 Replacement of Warrant Agent; Successor by Merger 44
           11.8 Conflict of Interest 45
           11.9 Warrant Agent Not to be Appointed Receiver 46
           11.10 Payments by Warrant Agent 46
           11.11 Unclaimed Interest or Distribution - Retention of Benefits by Warrant Agent 46
           11.12 Deposit of Securities 46
           11.13 Act, Error, Omission Etc 46
           11.14 Indemnification 46
           11.15 Notice 47
           11.16 Reliance by the Warrant Agent 47
           11.17 Anti-Money Laundering and Anti-Terrorist Legislation 47
           11.18 Privacy Laws 48
           11.19 Third Party Interests 48
           11.20 Authority to Carry on Business 48
         
    ARTICLE 12 ACCEPTANCE OF TRUSTS BY WARRANT AGENT 48
           12.1 Acceptance 48
         
    ARTICLE 13 GENERAL 49
           13.1 Notice to the Corporation and the Warrant Agent 49
           13.2 Time of the Essence 50
           13.3 Counterparts and Formal Date 50
           13.4 Satisfaction and Discharge of Indenture 50
           13.5 Provisions of Indenture and Warrant Certificates for the Sole Benefit of Parties and Warrantholders 50
           13.6 Force Majeure 50
           13.7 Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificates to be Provided 51
         
    SCHEDULE “A” FORM OF WARRANT CERTIFICATE A-1
         
    SCHEDULE “B” SUBSCRIPTION FORM B-1
         
    SCHEDULE “C” TRANSFER FORM C-1

    iii


    THIS WARRANT INDENTURE made as of June 21, 2012

    BETWEEN:

    ENERGY FUELS INC. , a corporation existing under the laws of Ontario and having its registered office in the City of Toronto, in the Province of Ontario

    (hereinafter called the “ Corporation ”)

    - and -

    CIBC MELLON TRUST COMPANY , a trust company continued under the laws of Canada and registered to carry on business in the Province of Ontario

    (hereinafter called the “ Warrant Agent ”)

    WHEREAS the Corporation proposes to issue up to 17,750,250 common share purchase warrants (“ Warrants ”) each whole Warrant entitling the registered holder thereof to purchase one Common Share (as defined herein) (subject to adjustment as herein provided) at the price and upon the terms and conditions herein set forth;

    AND WHEREAS for such purpose the Corporation deems it necessary to create and issue Warrants constituted and issued in the manner hereinafter appearing;

    AND WHEREAS for such purpose, the Corporation is duly authorized to create and issue the Warrants constituted and issued in the manner hereinafter provided;

    AND WHEREAS all things necessary have been done and performed to make the Warrants (and the Warrant Certificates when certified by the Warrant Agent and issued as provided for in this Indenture) legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture;

    AND WHEREAS the Warrant Agent has agreed to enter into this Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who from time to time become holders of Warrants issued pursuant to this Indenture;

    AND WHEREAS the foregoing statements of fact and recitals are made by the Corporation and not the Warrant Agent.

    NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed and declared as follows:


    ARTICLE 1
    INTERPRETATION

    1.1

    Definitions

    In this Indenture, unless there is something in the subject matter or context inconsistent therewith, the terms defined in this Section or elsewhere herein shall have the respective meanings specified in this Section or elsewhere herein:

    (a)

    1933 Act ” means the United States Securities Act of 1933, as amended;

       
    (b)

    Affiliate ” has the meaning ascribed thereto in the OBCA;

       
    (c)

    Beneficial Owner ” means, in respect of a Warrant, a person who owns the beneficial interest in the Warrant;

       
    (d)

    BEO System ” means the book-based securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time;

       
    (e)

    Book-Based System ” means the book-entry registration system maintained by the Depository;

       
    (f)

    Business Day ” means a day which is not Saturday or Sunday or a statutory holiday in the City of Toronto or a day on which the office of the Warrant Agent in the City of Toronto is closed;

       
    (g)

    Capital Reorganization ” has the meaning attributed thereto in subsection 5.2(d);

       
    (h)

    CDS ” means CDS Clearing and Depository Services Inc. and its successors in interest;

       
    (i)

    CDS Participants ” means a person recognized by the Depository as a participant in the securities registration and transfer system administered by the Depository or an institution that participates, directly or indirectly, in the Depository’s book-entry registration system with respect to the Warrants;

       
    (j)

    Common Shares ” means the common shares in the capital of the Corporation as such shares exist at the close of business on the date hereof and, in the event that there shall occur a change in respect of or affecting the Common Shares referred to in Article 5 (whether or not such change shall result in an adjustment in the Exercise Price), the term “ Common Shares ” shall include the shares, other securities or other property which a Warrantholder is entitled to purchase resulting from such change and “ Common Share ” means one of the Common Shares;

       
    (k)

    Common Share Reorganization ” has the meaning attributed thereto in subsection 5.2(a);

       
    (l)

    Corporation ” means Energy Fuels Inc., a corporation incorporated under the OBCA, and its lawful successors from time to time;

    2



    (m)

    Corporation’s Auditors ” means KPMG LLP, the firm of chartered accountants duly appointed as auditors of the Corporation or such other firm as may be duly appointed as auditors of the Corporation from time to time;

       
    (n)

    Court ” has the meaning attributed thereto in subsection 11.7(a);

       
    (o)

    Current Market Price ” of a Common Share at any date means the price per share equal to the volume weighted average price at which the Common Shares have traded: (i) on the TSX; or (ii) if the Common Shares are not traded on the TSX, on any other recognized exchange or market; or (iii) if the Common Shares are not traded on any such recognized exchange or market, on the over-the-counter market, during the twenty (20) consecutive Trading Days immediately prior to such date as reported by such market or exchange in which the Common Shares are then trading or quoted. The volume weighted average price per Common Share shall be determined by dividing the aggregate sale price of all such shares sold on the aforementioned over-the-counter market, recognized exchange or market, as the case may be, during the aforementioned twenty (20) consecutive Trading Days by the total number of such shares so sold. If the Common Shares are not then traded in the over-the-counter market or on a recognized exchange or market, the Current Market Price of the Common Shares shall be the fair market value of the Common Shares as determined in good faith by the board of directors of the Corporation after consultation with a nationally or internationally recognized investment dealer or investment banker;

       
    (p)

    Date of Issue ” for a particular Warrant means the date on which the Warrant is actually issued by the Corporation;

       
    (q)

    Depository ” means CDS or its successor, or any other depository offering a book based securities registration and transfer system similar to that administered by CDS which the Corporation, acting reasonably, may designate;

       
    (r)

    director ” means a director of the Corporation for the time being, and, unless otherwise specified herein, reference to action “by the directors” means action by the directors of the Corporation as a board, or whenever duly empowered, action by any committee of such board;

       
    (s)

    Dividends Paid In The Ordinary Course ” means dividends paid in any financial year of the Corporation, whether in (i) cash, (ii) shares of the Corporation, (iii) warrants or similar rights to purchase any shares of the Corporation or property or other assets of the Corporation at a purchase or exercise price of at least 110% of the fair market value of the shares or property or other assets purchasable as of the date of distribution of such warrants or similar rights, or (iv) property or other assets of the Corporation, as the case may be, as determined by action by the Directors except that, in the case of warrants or similar rights to purchase Common Shares or securities convertible into or exchangeable for Common Shares such fair market value of the warrants or similar rights shall be equal to the number of Common Shares which may be purchased thereby (or the number of Common Shares issuable upon conversion or exchange) as of the date of distribution of such warrants or similar rights, multiplied by the Current Market Price of the Common Shares on the date of such distribution, provided that the value of such dividends does not in such financial year in the aggregate exceed the greater of

    3



      (a)

    200% of the aggregate amount of dividends paid by the Corporation on the Common Shares in the 12 month period ending immediately prior to the first day of such financial year, and

         
      (b)

    100% of the consolidated net earnings from continuing operations of the Corporation, before any extraordinary items, for the 12-month period ending immediately prior to the first day of such financial year (such consolidated net earnings from continuing operations to be computed in accordance with generally accepted accounting principles in Canada);


    (t)

    Exchange ” means the TSX and if the Common Shares are not listed on the TSX, any other stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading;

       
    (u)

    Exercise Date ” with respect to any Warrant means the date on which the Warrant Certificate representing such Warrant is surrendered for exercise in accordance with the provisions of Article 4;

       
    (v)

    Exercise Period ” means the period commencing on the time of issue on the Date of Issue and ending at the Time of Expiry;

       
    (w)

    Exercise Price ” means the price of $0.265 to exercise a Warrant to acquire a Common Share, unless such price shall have been adjusted in accordance with the provisions of Article 5, in which case it shall mean the adjusted price in effect at such time;

       
    (x)

    Extraordinary Resolution ” has the meaning attributed thereto in subsection 9.11(a);

       
    (y)

    Global Certificate ” means a Warrant Certificate that is issued to and registered in the name of CDS or its nominee;

       
    (z)

    OBCA ” means the Business Corporations Act (Ontario), as amended or replaced from time to time;

       
    (aa)

    Parties ” means, collectively, the Corporation and the Warrant Agent, and “ Party ” means one of the Parties as the context under this Indenture may require;

       
    (bb)

    Person ” means an individual, corporation, partnership, trust or any unincorporated organization;

       
    (cc)

    Registered Certificate ” means a Warrant Certificate that is registered in the name of a Warrantholder, other than a Global Certificate;

       
    (dd)

    Rights Offering ” has the meaning attributed thereto in subsection 5.2(b);

       
    (ee)

    Rights Period ” has the meaning attributed thereto in subsection 5.2(b);

    4



    (ff)

    Shareholder ” means a holder of record of one or more Common Shares;

       
    (gg)

    Special Distribution ” has the meaning attributed thereto in subsection 5.2(c);

       
    (hh)

    Subscription Form ” means the Subscription Form forming part of the Warrant Certificate to be completed by the Warrantholder in order to exercise the Warrants;

       
    (ii)

    Subsidiary ” has the meaning ascribed thereto in the OBCA;

       
    (jj)

    this Warrant Indenture ”, “ this Indenture ”, “ this indenture ”, “ herein ”, “ hereby ”, and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental or ancillary hereto; and the expressions “Article”, “Section”, and “subsection” followed by a number mean and refer to the specified Article, Section or subsection of this Indenture;

       
    (kk)

    Time of Expiry ” means 5:00 p.m. (Toronto time) on June 21, 2015;

       
    (ll)

    Transfer Form ” means the Transfer Form forming part of the Warrant Certificate to be completed by the Warrantholder in order to transfer the Warrants;

       
    (mm)

    Trading Day ” with respect to any stock exchange or over the counter market means a day in which shares may be traded through the facilities of such stock exchange or over the counter market;

       
    (nn)

    TSX ” means the Toronto Stock Exchange;

       
    (oo)

    United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

       
    (pp)

    U.S. Person ” means a U.S. person as defined in Regulation S adopted by the United States Securities and Exchange Commission under the 1933 Act;

       
    (qq)

    Warrant ” means one purchase warrant of the Corporation as constituted hereunder;

       
    (rr)

    Warrant Agent ” means CIBC Mellon Trust Company, or its successors hereunder;

       
    (ss)

    Warrant Certificate ” means the certificate evidencing the Warrants in the form of the certificate set forth in Schedule “A” attached to this Indenture;

       
    (tt)

    Warrant Register ” means the register maintained by the Warrant Agent for the Warrants;

       
    (uu)

    Warrantholders ” or “ holders ” without reference to Common Shares means the Persons who are registered holders of Warrants;

       
    (vv)

    Warrantholders’ Request ” means an instrument signed in one or more counterparts by Warrantholders holding in the aggregate not less than 10% of all then outstanding Warrants, requesting the Warrant Agent to take some action or proceeding specified therein; and

    5



    (ww)

    written order of the Corporation ”, “ written request of the Corporation ”, and “ certificate of the Corporation ” and any other document required to be signed by the Corporation mean, respectively, a written order, request and certificate or other document signed in the name of the Corporation by any one of the President, Chief Executive Officer, Chief Financial Officer, a Vice-President, the Treasurer or the Secretary of the Corporation, and may consist of one or more instruments so executed.


    1.2

    Number and Gender

    Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

    1.3

    Interpretation Not Affected by Headings, Etc.

    The division of this Indenture into Articles, Sections and subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or the Warrant Certificates.

    1.4

    Day Not a Business Day

    In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

    1.5

    Governing Law

    This Indenture and the Warrant Certificates shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

    1.6

    Attornment

    The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Indenture or the matters contemplated hereby (and agree to not commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Indenture shall be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Indenture or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree to not plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

    1.7

    Currency

    Except as otherwise specified herein, all dollar amounts herein are expressed in lawful money of Canada.

    6



    1.8

    Meaning of “Outstanding”

    Every Warrant represented by a Warrant Certificate countersigned and delivered by the Warrant Agent hereunder shall be deemed to be outstanding until it shall be cancelled or exercised pursuant to Article 4, provided that where a new Warrant Certificate has been issued pursuant to Section 2.4 hereof to replace one which has been mutilated, lost, destroyed or stolen, the Warrants represented by only one of such Warrant Certificate shall be counted for the purpose of determining the aggregate number of Warrants outstanding.

    1.9

    Severability

    In the event that any provision hereof shall be determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remainder of such provision and any other provision hereof shall not be affected or impaired thereby.

    1.10

    Accounting Principles

    Wherever in this Indenture reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles or “GAAP”, such reference will be deemed to be to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

    1.11

    Statutory References

    In this Indenture, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statue as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulation made thereunder.

    ARTICLE 2
    ISSUE OF WARRANTS

    2.1

    Issue of Warrants

    Up to 17,750,250 Warrants are hereby created and authorized to be issued and where Warrants are in certificated form, any such Warrant Certificates issued shall be executed by the Corporation, certified by or on behalf of the Warrant Agent upon the written order of the Corporation and delivered in accordance with this Article.

    2.2

    Form and Terms of Warrants

         
    (a)

    Subject to subsection 2.2(b), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase at its option, one Common Share at any time during the Exercise Period at a price equal to the Exercise Price in effect on the Exercise Date.

    7



      (b)

    The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Article 5.

         
      (c)

    Subject to the provisions of section 2.2 hereof, Warrants may be issued in both certificated and uncertificated form.

         
      (d)

    Warrants issued in uncertificated form shall be evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 3.3. Warrants issued by way of a non-certificated issue will be registered in the name of and deposited with CDS or its nominee in the BEO System.

         
      (e)

    For the purpose of the administration of the Warrants to be issued hereunder and notwithstanding anything to the contrary contained in this Indenture and the Warrant Certificates, Warrants represented by a Global Certificate will be registered in the name of CDS, or its nominee. Subject to applicable law, Warrants represented by a Global Certificate shall, unless otherwise requested by CDS or the Corporation, be issued in uncertificated form. If Warrants represented by a Global Certificate are represented in certificated form, they shall be represented by a Warrant Certificate substantially in the form of the certificate attached hereto as schedule A, and, if so represented, such certificate shall be delivered to CDS, or its nominee. The Global Certificate will be subject to the Applicable Procedures of the book-based system and to section 2.3 hereof.

         
      (f)

    Warrant Certificates for Warrants shall be substantially in the form set out in Schedule “A” and shall be dated as of their Date of Issue and shall bear such legends and such distinguishing letters and numbers as set forth in this Indenture and the Corporation shall with the approval of the Warrant Agent prescribe. Subject to subsection 2.2(g), Warrant Certificates shall be issuable in any denomination.

         
      (g)

    No Warrant Certificate evidencing any fraction of a Warrant shall be issued or otherwise provided for, and no Person who purchases or holds a fraction of a Warrant shall be entitled to any cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant.

         
      (h)

    The Warrant Certificates may be engraved, lithographed or printed or partly in one form and partly in another, as the Corporation may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 5.

         
      (i)

    Each Warrant Certificate, all certificates representing Common Shares issuable upon exercise of such Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legend, if issued on or prior to October 22, 2012:

    8


    “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2012.”

    2.3

    Issue of Global Certificates

             
    (a)

    The Corporation may, at its sole option, specify, by a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of CDS or its nominee, and in such event the Corporation shall execute and the Warrant Agent shall countersign and deliver one or more Global Certificates that shall represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s).

             
    (b)

    The rights of Beneficial Owners holding Warrants through the Book-Based System or the BEO System shall be limited to those established by applicable law and the agreements between CDS and the CDS Participants and the agreements between CDS Participants and Beneficial Owners. Any rights of such Beneficial Owners shall be exercised solely through a CDS Participant in accordance with Article 4 and the rules and procedures established by CDS from time to time.

             
    (c)

    For so long as Warrants are represented by a Global Certificate, if any of the following events occurs:

             
    (i)

    CDS notifies the Corporation that is unwilling or unable to continue as depository of the Warrants represented by a Global Certificate and the Corporation is unable to locate a qualified successor,

             
    (ii)

    the Corporation determines that CDS is no longer willing, able or qualified to discharge properly its responsibilities as depositary of the Warrants represented by a Global Certificate and the Corporation is unable to locate a qualified successor,

     
    (iii)

    CDS ceases to be a clearing agency or otherwise ceases to be eligible to be a depositary and the Corporation is unable to locate a qualified successor,

     
    (iv)

    the Corporation or CDS is required by applicable laws to take the action contemplated in this subsection 2.3(c); or

             
    (v)

    any of such Warrants is to be certified in accordance with subsection 2.8, to or for the account or benefit of a person in the United States;

             

    Warrants shall be issued in exchange for the Global Certificate, or the applicable portion thereof, in accordance with section 2.8 but subject to the provisions of this Section 2.3. All such Warrants issued and exchanged pursuant to this subsection 2.3(c) shall be registered in such names and in such denominations as CDS shall instruct the Warrant Agent, provided that the aggregate number of such Warrants shall be equal to the aggregate number of Warrants represented by the Global Certificate so exchanged, and the Global Certificate so exchanged, or the applicable portion thereof, shall be cancelled by the Warrant Agent.

    9



      (d)

    All references herein to actions by, notices given or payments made to Warrantholders shall, where Warrants are held through a Global Certificate, refer to actions taken by, or notices given or payments made to, CDS upon instruction from CDS Participants in accordance with Applicable Procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Warrantholders evidencing a specified percentage of the aggregate Warrants outstanding, such direction or consent may be given by holders of Warrants acting through CDS and the CDS Participants owning Warrants evidencing the requisite percentage of the Warrants. The rights of Beneficial Owners shall be limited to those established by applicable laws and agreements between CDS and the CDS Participants and between such CDS Participants and Beneficial Owners.

         
      (e)

    Each of the Warrant Agent and the Corporation may deal with CDS for all purposes as the authorized representative of the respective Warrantholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. For so long as Warrants are represented by a Global Certificate, if any notice or other communication is required to be given to Warrantholders, the Warrant Agent will give such notices and communications to CDS or its nominee.

         
      (f)

    Transfers of beneficial ownership in any Warrant represented by a Global Certificate or by way of a non-certificated issue will be effected only (i) with respect to the interest of a CDS Participant, through records maintained by CDS or its nominee for such Global Certificate, and (ii) with respect to the interest of any person other than a CDS Participant, through records maintained by CDS Participants. Beneficial Owners who are not CDS Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so through a CDS Participant. Fully registered Warrant Certificates issued and exchanged pursuant to subsection 2.3(e) hereof as a result of the withdrawal of a number of Warrants from a Global Certificate shall be registered in such names and in such denominations as CDS shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants so withdrawn from a Global Certificate. Upon withdrawal of a Global Certificate for one or more Warrant Certificates in definitive form, the number of Warrants represented by such Global Certificate shall be reduced by the Warrant Agent.

         
      (g)

    Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for (i) the records maintained by CDS relating to any ownership interests or any other interests in the Warrants or the depository system maintained by CDS, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable depository or its nominee), (ii) for maintaining, supervising or reviewing any records of CDS or any CDS Participant relating to any such interest, or (iii) any advice or representation made or given by CDS or those contained herein that relate to the rules and regulations of CDS or any action to be taken by CDS on its own direction or at the direction of any CDS Participant.

    10



      (h)

    Registered Certificates issued and exchanged pursuant to subsection 2.3(c) shall be registered in such names and in such denominations as CDS shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Registered Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Registered Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent.

           
      (i)

    Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

           
      (i)

    the electronic records maintained by CDS relating to any ownership interests or any other interests in the Warrants or the Book-Based System or the BEO System, or payments made on account of any interest of any person in Warrants represented by an electronic position in the Book- Based System or the BEO System (other than in respect of CDS or its nominee);

           
      (ii)

    maintaining, supervising or reviewing any records of CDS or any CDS Participant relating to any interest referred to in subsection 2.3(i)(i); or

           
      (iii)

    any advice or representation made or given by CDS or those contained herein that relate to the rules and regulations of CDS or any action to be taken by CDS on its own direction or at the direction of any CDS Participant.

           
      (j)

    For so long as Warrants are represented by a Global Certificate, the certificates representing such Warrants shall bear the following legend, or such other legend as may be prescribed by CDS from time to time:

    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENERGY FUELS INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION, TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDERS HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANY OTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

    11



    2.4

    Issue in Substitution for Lost Warrant Certificates

         
    (a)

    In case any Warrant Certificate shall be mutilated, lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new certificate of like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated certificate, or in lieu of and in substitution for such lost, destroyed or stolen certificate, and the substituted certificate shall be in a form approved by the Warrant Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrant Certificates issued or to be issued hereunder.

         
    (b)

    The applicant for the issue of a new certificate pursuant to this Section 2.4(b) shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent in their sole discretion, acting reasonably, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent to save each of them harmless, and shall pay the reasonable expenses, charges and any taxes applicable thereto to the Corporation and the Warrant Agent in connection therewith.

         
    2.5

    Warrantholder Not a Shareholder

    Nothing in this Indenture or in the holding of a Warrant evidenced by a Warrant Certificate or otherwise, shall be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder or as any other shareholder of the Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of the Corporation, or the right to receive dividends or other distributions.

    2.6

    Warrants to Rank Pari Passu

    All Warrants shall rank pari passu , whatever may be the respective Dates of Issue of the same.

    12



    2.7

    Signing of Warrant Certificates

    The Warrant Certificates shall be signed by any one of the President, Chief Executive Officer, Chief Financial Officer, a Vice-President, Secretary, Treasurer or a director of the Corporation. The signatures of such officer or director may be mechanically reproduced in facsimile and Warrant Certificates bearing such facsimile signatures shall be binding upon the Corporation as if they had been manually signed by such officer or director. Notwithstanding that any of the Persons whose manual or facsimile signature appears on any Warrant Certificate as one of such officers or as a director may no longer hold office at the date of certification or delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to Section 2.8, be valid and binding upon the Corporation.

    2.8

    Certification by the Warrant Agent

         
    (a)

    No Warrant Certificate shall be issued or, if issued, shall be valid or entitle the holder to the benefit hereof or thereof until it has been (i) in the case of a physical warrant certificate, certified by manual signature by or on behalf of the Warrant Agent; (ii) or in the case of an uncertificated Warrant Certificate, by completing all its customary internal procedures in connection with the making of any one or more entries to, changes in or deletions of any one or more entries in the register of Warrant holders maintained by the Warrant Agent in accordance with Section 3.3 hereof. and such certification by the Warrant Agent upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant Certificate so certified has been duly issued hereunder and that the holder is entitled to the benefit hereof.

         
    (b)

    The certification of the Warrant Agent on Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due certification thereof) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor nor for any breach by the Corporation of its covenants herein, except as otherwise specified therein.

         
    2.9

    Copy of Indenture

    The Corporation shall, on the written request of the Warrantholder and on payment by the Warrantholder of a reasonable copying fee, provide the Warrantholder with a copy of this Indenture.

    ARTICLE 3
    EXCHANGE AND OWNERSHIP OF WARRANTS; NOTICES

    3.1

    Exchange of Warrant Certificates

         
    (a)

    Warrant Certificates entitling Warrantholders to purchase any specified number of Common Shares may, upon compliance with the reasonable requirements of the Warrant Agent, be exchanged for another Warrant Certificate or Warrant Certificates of like tenor entitling the holder thereof to purchase an equal aggregate number of Common Shares.

    13



    (b)

    Warrant Certificates may be exchanged only at the office of the Warrant Agent in the City of Toronto, Ontario or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificates tendered for exchange shall be surrendered to the Warrant Agent or its agents and cancelled. The Corporation shall sign all Warrant Certificates necessary to carry out exchanges as aforesaid and such Warrant Certificates shall be certified by or on behalf of the Warrant Agent.

         
    (c)

    Except as otherwise herein provided, the Warrant Agent shall charge the holder requesting an exchange a reasonable sum for each new Warrant Certificate issued in exchange for Warrant Certificate(s); and payment of such charges and reimbursement of the Warrant Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by such holder as a condition precedent to such exchange.

         
    3.2

    Transfer of Warrants

         
    (a)

    Subject to any restriction under applicable law or policy of any applicable regulatory body, Warrants and Warrant Certificates and the rights thereunder are transferable by the holder thereof upon due completion and execution of the Transfer Form and compliance with the conditions prescribed hereunder.

         
    (b)

    No transfer of a Warrant shall be valid unless made by the Warrantholder or its executors or administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, upon compliance with such reasonable requirements as the Warrant Agent may prescribe, which may include the provision of a legal opinion to the Warrant Agent to the effect that the securities laws of the applicable jurisdiction(s) have been complied with in relation to the transfer of such Warrants, and unless such transfer shall have been duly entered on the register of transfers and/or noted on the Warrant Certificate. The signature of the registered Warrantholder must be guaranteed by a Canadian chartered bank or by a medallion signature guarantee from a member of a recognized signature medallion guarantee program. The Warrant Agent shall not be charged with notice of or be bound to see to the execution of any trust, whether expressed, implied or constructive, in respect of any Warrant and shall, on the written direction of the registered holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof, enter such transfer on the register of transfers.

         
    (c)

    The Warrant Agent shall give notice to the Corporation of any transfer before it is made effective by the issuance of the Warrant Certificates. Notice is not required where beneficial holders are withdrawing Warrants from a Global Certificate registered in the name of CDS.

    14



    3.3

    Registration of Warrants

         
    (a)

    The Corporation shall, at all times while any Warrants are outstanding, cause the Warrant Agent and its agents to maintain a register in which will be entered the names and latest known addresses of the Warrantholders and particulars of the Warrants held by them, and a register of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of the Warrant Agent in the City of Toronto, Ontario.

         
    (b)

    A Warrantholder may at any time and from time to time have such Warrant transferred at any place at which a register of transfers is kept pursuant to the provisions of this Article 3 in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs of any such transfer registration shall be borne by the Corporation for the ten (10) day period following the date hereof, thereafter the costs of transfer of any Warrants shall be borne by the transferee.

         
    (c)

    The registers referred to in this Section 3.3 shall during normal business hours be open for inspection by the Corporation and by any Warrantholder. The Warrant Agent, for a reasonable fee when requested so to do by the Corporation, shall furnish the Corporation with a list of names and addresses of the Warrantholders showing the certificate numbers of such Warrant Certificates held by each Warrantholder.

         
    3.4

    Recognition of Registered Holder

         
    (a)

    The Corporation and the Warrant Agent may deem and treat the registered holder of any Warrant Certificate as the absolute holder and owner of the Warrants evidenced thereby for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary and, without limiting the foregoing, shall not be bound by notice of any trust or be required to see to the execution thereof. Subject to the provisions of this Indenture and applicable law, the registered holder of any Warrant Certificate shall be entitled to the rights evidenced by such Warrant Certificate free from all equities or rights of setoff or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt by any such holder of the Common Shares obtainable pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder, except where the issuer of such Warrants or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

         
    (b)

    The Person in whose name any Warrant shall be registered shall for all purposes of this Indenture be and be deemed to be the owner thereof and shall be entitled to the rights, privileges and obligations contained in the Warrant Certificate and this Indenture.

    15



    3.5

    Evidence of Ownership

         
    (a)

    Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrants specified therein have been deposited by a named Person with such bank, trust company or other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation and the Warrant Agent may treat the Person so named as the owner, and such certificate as sufficient evidence of the ownership by such Person of such Warrants during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Warrants so deposited.

         
    (b)

    The Corporation and the Warrant Agent may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any Person, the signature, as witness, of any officer of any trust company, bank or depositary satisfactory to the Warrant Agent, the certificate of any notary public or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing acknowledged to him the execution thereof, or a statutory declaration of a witness of such execution.

         
    3.6

    Notices

    Unless herein otherwise expressly provided, any notice to be given hereunder to the Warrantholders shall be deemed to be validly given if such notice is given by personal delivery or first class mail to the attention of the Warrantholder at the registered address of the Warrantholder recorded in the registers maintained by the Warrant Agent; provided that in the case of notice convening a meeting of the Warrantholders, the Warrant Agent may require such publication of such notice, in such city or cities, as it may deem necessary for the reasonable protection of the Warrantholders or to comply with any applicable requirement of law or any stock exchange. Any notice so given shall be deemed to have been given on the date of mailing. In determining under any provision hereof the date when notice of any meeting or other event must be given, the date of giving notice shall be included and the date of the meeting or other event shall be excluded. For greater certainty, all costs in connection with the giving of notices contemplated by this Section 3.6 shall be borne by the Corporation. Accidental errors or omissions in giving notice or accidental failure to mail notice to any holder will not invalidate any action or proceeding founded thereon.

    3.7

    Prohibition on Transfer to U.S. Persons

         
    (a)

    The Warrants have not been and will not be registered in the United States, and the Warrants may not be offered, sold or transferred to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the 1933 Act) or a person within the United States unless registered under the 1933 Act and any applicable state securities laws or unless an exemption from such registration is available.

    16



      (b)

    No certificates representing Warrants will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of this Section 3.7 and all applicable securities legislation.

    ARTICLE 4
    EXERCISE OF WARRANTS

    4.1

    Method of Exercise of Warrants

           
    (a)

    Subject to Section 4.8, the holder of any Warrant Certificate may exercise the right thereby conferred on him to purchase Common Shares by surrendering to the Warrant Agent during the Exercise Period at its office in Toronto, Ontario or at any other place or places that may be designated by the Corporation with the approval of the Warrant Agent:

           
    (i)

    the Warrant Certificate, with a duly completed and executed Subscription Form; and

           
    (ii)

    a certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of CIBC Mellon Trust Company in an amount equal to the Exercise Price applicable at the time of such surrender in respect of each Common Share subscribed for.

           

    A Warrant Certificate with the duly completed and executed Subscription Form together with the payment aforesaid shall be deemed to be surrendered only upon personal delivery thereof to the Warrant Agent at either of its office set forth above, or, if sent by mail or overnight courier, upon actual receipt thereof by the Warrant Agent at its principal office in Toronto, Ontario.

           
    (b)

    Any subscription referred to in this Section 4.1 shall be signed by the Warrantholder and shall specify:

           
    (i)

    the number of Common Shares which the holder desires to purchase (being not more than those which he is entitled to purchase pursuant to the Warrant Certificate(s) surrendered);

           
    (ii)

    the Person or Persons in whose name or names the Common Shares are to be issued;

           
    (iii)

    the address or addresses of such Person or Persons;

           
    (iv)

    the number of Common Shares to be issued to each Person if more than one Person is specified, provided that the Warrantholder shall only be entitled to direct its entitlement to the Common Shares in a manner permitted by applicable securities legislation; and

           
    (v)

    a completed transfer form if Common Shares are to be issued to someone other than the Warrantholder.

    17



    (c)

    A Beneficial Owner, other than a U.S. Person, who desires to exercise Warrants pursuant to the Book-Based System shall do so in accordance with the procedures established by CDS and the Corporation, from time to time. Such procedures shall initially be that a Beneficial Owner shall cause a CDS Participant to deliver to CDS (at its office in the City of Toronto), on behalf of such Beneficial Owner, notice of such Beneficial Owner’s intention to exercise Warrants and the Exercise Price for the Common Shares being purchased. CDS shall initiate the exercise of Warrants and forward in full the Exercise Price of the Common Shares being purchased electronically through the Book-Based System to the Warrant Agent, following receipt of which the Warrant Agent shall execute the exercise of such Warrants by issuing to CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to such exercise of Warrants through the Book-Based System. Any expense associated with the preparation and delivery of the notice of intention to exercise Warrants and payment therefor shall be for the account of the Beneficial Owner exercising Warrants.

         
    (d)

    By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS pursuant to Section 4.1(c), a Beneficial Owner shall be deemed to not be a U.S. Person.

         
    (e)

    By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS, a Beneficial Owner shall be deemed to have appointed such CDS Participant to act as such Beneficial Owner’s exclusive settlement agent with respect to the exercise and the receipt of Common Shares in connection with the obligations arising from such exercise.

         
    (f)

    Any notice of intention to exercise Warrants that CDS determines to be incomplete, not in proper form, not duly executed or which is not accompanied by payment in full of the Exercise Price of the Common Shares being purchased shall, for all purposes, be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Corporation to the CDS Participant or the Beneficial Owner. For greater certainty, any exercise of Warrants pursuant to this Section 4.1 must be accompanied by payment in full of the Exercise Price for the Common Shares being purchased and must be received by the Warrant Agent prior to the Time of Expiry.

         
    4.2

    Effect of Exercise of Warrants

         
    (a)

    Upon surrender and payment by the holder of any Warrant Certificate in accordance with Section 4.1, the Common Shares so subscribed for shall be deemed to have been issued and the Person or Persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of record of such Common Shares on the Exercise Date unless the share registers maintained by the transfer agent of the Corporation shall be closed on such date, in which case the Common Shares so subscribed for shall be deemed to have been issued, and such Person or Persons shall be deemed to have become the holder or holders of record of such Common Shares on the date on which such registers were reopened and such Common Shares shall be issued at the Exercise Price in effect on the Exercise Date. To the extent the opening of the registers remains within the control of the Warrant Agent, the Corporation and the Warrant Agent shall cause such registers to be open on Business Days.

    18



      (b)

    Within three (3) Business Days during which the transfer registers of the Corporation shall have been open after the due exercise of a Warrant Certificate for Common Shares as aforesaid, the Warrant Agent shall notify the Corporation of the exercise of any Warrant. Furthermore, the Corporation or its counsel shall notify the Warrant Agent of any trading restrictions on the Common Shares acquired upon such exercise pursuant to applicable securities legislation or policy of any applicable regulatory body and the requirement to endorse any Common Share certificate to such effect. Unless and until advised in writing by the Corporation or its counsel that a specific legend and trading restrictions apply to the Common Shares, the Warrant Agent shall be entitled to assume that no specific legend is required and that there are no trading restrictions on the Common Shares pursuant to applicable Canadian securities laws.

         
      (c)

    Within five (5) Business Days during which the transfer registers of the Corporation shall have been open after the due exercise of a Warrant Certificate for Common Shares as aforesaid, the Corporation shall cause the Warrant Agent to mail to the Person or Persons in whose name or names the Common Shares so subscribed for have been issued, as specified in the subscription endorsed on the Warrant Certificate, at his or their respective addresses specified in such subscription or, if so specified in such subscription, cause to be delivered to such Person or Persons at the office of the Warrant Agent where such Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for.


    4.3

    Subscription for Less than Entitlement

    The holder of any Warrant Certificate may subscribe for and purchase a number of Common Shares less than the number which the holder is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of a purchase of a number of Common Shares less than the number which may be purchased pursuant to a Warrant Certificate, the holder thereof shall be entitled to receive, without charge except as aforesaid, a new Warrant Certificate in respect of the balance of the Common Shares which such holder was entitled to purchase pursuant to the surrendered Warrant Certificate and which was not then purchased.

    4.4

    No Fractional Common Shares

    The Corporation shall not be required, upon exercise of any Warrants, to issue fractional Common Shares or to distribute certificates which evidence fractional Common Shares in satisfaction of its obligations hereunder. If any fractional interest in a Common Share would, except for the provisions of this Section 4.4, be deliverable upon the exercise of a Warrant, the number of Common Shares issued shall be rounded down to the next smaller whole number of Common Shares.

    19



    4.5

    Expiration of Warrant Certificates

    After the expiry of the Exercise Period all rights under any Warrant Certificate in respect of which the right of subscription and purchase of Common Shares herein and therein provided for shall not theretofore have been exercised shall wholly cease and terminate and such Warrant Certificate shall be void and of no effect.

    4.6

    Cancellation of Surrendered Warrants

    All Warrant Certificates surrendered to the Warrant Agent pursuant to Sections 2.4, 3.1, 3.2, 4.1 or 6.1 shall be cancelled by the Warrant Agent and, if required by the Corporation, the Warrant Agent shall, upon receipt of a written request from the Corporation, cause to be furnished to the Corporation a certificate identifying the Warrant Certificates so cancelled and the number of Common Shares which could have been purchased pursuant to each cancelled Warrant Certificate.

    4.7

    Accounting and Recording

         
    (a)

    Within five (5) Business Days, the Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised and forward to the Corporation all monies received on the purchase of Common Shares through the exercise of Warrants. All such monies, and any securities or other instruments from time to time received by the Warrant Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent in trust for, the Corporation.

         
    (b)

    Within five (5) Business Days, the Warrant Agent shall record the particulars of the Warrant Certificates exercised which shall include the name or names and addresses of the Persons who become holders of Common Shares on exercise, the Exercise Date and the Exercise Price thereof.

         
    4.8

    Prohibition on Exercise by U.S. Persons

         
    (a)

    The Warrants have not been and will not be registered in the United States or sold in the United States or for the account of U.S. Persons, and the Warrants may not be exercised in the United States or by or for the account or benefit of a U.S. Person or a Person in the United States unless an exemption is available from the registration requirements of the 1933 Act and applicable state securities laws, and the Corporation may require the holder of the Warrants to furnish an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect, provided that the holder will not be required to deliver an opinion of counsel in connection with its due exercise of the Warrants at a time when the undersigned is an “accredited investor” (as such term is defined under the 1933 Act) (“ Accredited Investor ”) and provides a declaration to the Corporation and the Warrant Agent to that effect.

    20



      (b)

    Any holder who exercises a Warrant shall provide to the Corporation either:

           
      (i)

    a written certification that such holder: (i) at the time of exercise of the Warrant was not in the United States; (ii) is not a U.S. Person and is not exercising the Warrant for the account or benefit of a U.S. Person or a Person in the United States; (iii) did not execute or deliver the exercise form for the Warrant in the United States and was not a U.S. Person when the Warrants were acquired; and (iv) was not a U.S Person or in the United States at the time the Warrants were offered to such holder; or

           
      (ii)

    a written opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available for the issuance of the Common Shares upon exercise of the Warrants; or

           
      (iii)

    a written certification that (a) the Warrantholder is an original purchaser of the Warrants, (b) the Warrantholder is exercising the Warrants solely for its own account or for the account of another person, each of was an Accredited Investor on the date the Warrants were acquired and is an Accredited Investor on the date of exercise of the Warrants; and (d) the representation, warranties and covenants set forth in the written purchaser’s letter for the purchase of the Warrants continue to be true and correct.

           
      (c)

    No certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of this Section 4.8 (and, in the case of subsection 4.8(b)(ii), the Corporation has confirmed in writing to the Warrant Agent that the written opinion of counsel is satisfactory to the Corporation) and all applicable securities legislation.

           
      (d)

    Any Common Shares delivered upon exercise of the Warrants shall bear the following legend restricting transfer:

           
     

    “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN THE UNITED STATES (1) TO A PERSON THE SELLER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR (3) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, IN THE CASE OF (C)(2) AND (C)(3), THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION”.

    21


    ARTICLE 5
    ADJUSTMENT OF SUBSCRIPTION RIGHTS AND EXERCISE PRICE

    5.1

    Definitions

    In this Article 5, the terms “record date” and “effective date” mean the particular time on the relevant date.

    5.2

    Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise

    The Exercise Price (and the number of Common Shares purchasable upon exercise in the case of subsections 5.2(a), (b) and (c) below) shall be subject to adjustment from time to time in the events and in the manner provided as follows:

      (a)

    Common Share Reorganization . If during the Exercise Period the Corporation shall:

           
      (i)

    issue Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares by way of stock dividend or other distribution (other than as Dividends Paid in the Ordinary Course);

           
      (ii)

    subdivide, redivide or change its outstanding Common Shares into a greater number of Common Shares; or

           
      (iii)

    consolidate, reduce or combine its outstanding Common Shares into a lesser number of Common Shares,

    22



     

    (any of such events in subsections 5.2(a)(i), (ii) and (iii) being called a “ Common Share Reorganization ”), then the Exercise Price shall be adjusted as of the effective date or record date of such stock dividend or other distribution, as the case may be, by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). If during the Exercise Period a Common Share Reorganization shall occur which results in an adjustment in the Exercise Price pursuant to the provisions of this subsection 5.2(a), the number of Common Shares purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

             
      (b)

    Rights Offering . If during the Exercise Period the Corporation shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares under which such holders are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue (“ Rights Period ”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or at an exchange or conversion price) of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “ Rights Offering ”), then the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

             
      (i)

    the numerator of which shall be the aggregate of:

             
      A.

    number of Common Shares outstanding as of the record date for the Rights Offering; and

             
      B.

    a number determined by dividing: (i) either: (a) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering and the price at which such Common Shares are offered; or (b) the product of the exchange or conversion price per share of such securities offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering have been exchanged or converted during the rights period, as the case may be by; (ii) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

    23



      (ii)

    the denominator of which shall be the number of Common Shares outstanding after giving effect to the Rights Offering and including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering.

           
     

    If during the Exercise Period a Rights Offering shall occur which results in an adjustment in the Exercise Price pursuant to the provisions of this subsection 5.2(b), the number of Common Shares purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

           
     

    For the purposes of any computation made in accordance with this subsection 5.2(b), Common Shares owned legally or beneficially by the Corporation or a Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the provisions of Section 13.7, shall be disregarded.

           
      (c)

    Special Distribution . If during the Exercise Period the Corporation shall issue or distribute to all or substantially all of the holders of the Common Shares:

           
      (i)

    securities of the Corporation including rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into any such shares or property or assets;

           
      (ii)

    evidences of the Corporation’s indebtedness; or

           
      (iii)

    any property or other assets,

           
     

    and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “ Special Distribution ”), the Exercise Price shall, subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, be adjusted effective immediately after the record date at which the holders of affected Common Shares are determined for purposes of the Special Distribution to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

           
      (i)

    the numerator of which shall be:

    24



      A.

    the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less

         
      B.

    the excess, if any, of: (A) the fair market value on such record date, as determined by action by the directors, whose determination shall be conclusive, which action shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution over; (B) the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, as determined by action by the directors, which determination shall be conclusive; and


      (ii)

    the denominator of which shall be the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date.


     

    If during the Exercise Period a Special Distribution shall occur which results in an adjustment in the Exercise Price pursuant to the provisions of this subsection 5.2(c), the number of Common Shares purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

         
     

    For the purposes of any computation made in accordance with this subsection 5.2(c), Common Shares owned legally or beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the provisions of Section 13.7, shall be disregarded.

         
      (d)

    Capital Reorganization . If during the Exercise Period there shall be a reclassification or redesignation of Common Shares at any time outstanding or a change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer, sale or conveyance of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being herein called a “ Capital Reorganization ”), any Warrantholder who exercises his right to purchase Common Shares pursuant to Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Common Shares to which such holder was theretofore entitled upon such exercise the aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon exercise of the Warrant subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 5.2 and 5.3 hereof. If determined appropriate by the Corporation, acting reasonably, and subject to the prior written approval of any stock exchange or over-the- counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments to the exercise price and/or the number of Common Shares issuable on exercise shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions set forth in this Article 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by action by the directors and by the Warrant Agent, acting reasonably, and shall for all purposes be conclusively deemed to be appropriate adjustments.

    25



    5.3

    Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise

    For the purposes of Section 5.2:

      (a)

    The adjustments provided for in Section 5.2 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following subsections of this Section 5.3.

         
      (b)

    No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of a Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this subsection 5.3(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

         
      (c)

    No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.2, other than the events referred to in subsections 5.2(a)(i), 5.2(a)(ii) and 5.2(a)(iii), if Warrantholders are entitled to participate in such event on the same terms, mutatis mutandis , as if Warrantholders had exercised their Warrants prior to or on the effective date or record date of such event. The terms of the participation of the Warrantholders in such event shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading.

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      (d)

    No adjustment in the Exercise Price shall be made pursuant to Section 5.2 in respect of the issue from time to time:

           
      (i)

    of Common Shares purchased on exercise of the Warrants;

           
      (ii)

    of Dividends Paid in the Ordinary Course of Common Shares to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the Exchange and applicable securities laws; or

           
      (iii)

    of Common Shares pursuant to any stock options, stock option plan, stock purchase plan, restricted share units or restricted share unit plans other benefit plans in force at the date hereof for directors, officers, employees, advisers or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the Exchange and applicable securities laws, and such other benefit plans as may be adopted by the Corporation in accordance with the requirements of the Exchange and applicable securities laws,

           
     

    and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization.

           
      (e)

    If a dispute shall at any time arise with respect to adjustments provided for in Section 5.2, such dispute shall be conclusively determined by the Corporation’s Auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors and any such determination shall be binding upon the Corporation, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. Such auditors or accountants shall be provided access to all necessary records of the Corporation. In the event that any such determination is made, the Corporation shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 describing such determination.

    27



      (f)

    In case the Corporation after the date hereof shall take any action affecting the Common Shares, other than action described in Section 5.2, which in the opinion of the directors would materially affect the rights of Warrantholders, the Exercise Price and the number of Common Shares purchasable upon exercise shall be adjusted in such manner, if any, and at such time, by action by the directors, in their sole discretion, acting reasonably and in good faith, as they may determine to be equitable in the circumstances, but subject in all cases to the prior consent of the Exchange and any other necessary regulatory approval. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares shall be conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances.

         
      (g)

    If the Corporation shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such Shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

         
      (h)

    In the absence of a resolution of the directors fixing a record date for a Special Distribution or Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.

         
      (i)

    As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to any of the Warrants, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel to the Corporation, be necessary in order that the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which all the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions thereof and hereof.


    5.4

    Postponement of Subscription

    In any case in which this Article 5 shall require that an adjustment shall be effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such an event:

      (a)

    issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and

    28



      (b)

    delivering to such holder any distributions declared with respect to such additional Common Shares after such Exercise Date and before such event,

    provided, however, that the Corporation shall deliver or cause to be delivered to such holder, an appropriate instrument evidencing such holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares purchasable on the exercise of any Warrant and to such distributions declared with respect to any additional Common Shares issuable on the exercise of any Warrant.

    5.5

    Notice of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise

         
    (a)

    At least fourteen (14) Business Days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights pursuant to any of the Warrants, including the Exercise Price and the number of Common Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Corporation shall be required to provide holders of Common Shares in respect of any such event, the Corporation shall give notice, in the form of a certificate of adjustment, to the Warrant Agent and the Warrantholders of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. Notice to the Warrantholders shall be given in the manner specified in Section 3.6.

         

    The Warrant Agent may, for all purposes, act and rely upon the certificate of the Corporation submitted to it pursuant to this subsection 5.5(a) and on the accuracy of such certificate, calculations and formulas contained therein. Except as provided in Section 11.1, the Warrant Agent shall not at any time be under any duty or responsibility to any Warrantholder to determine whether any facts exist which may require adjustment contemplated by this Article 5, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same.

         
    (b)

    The Corporation will not close its transfer books or take any other corporate action which might deprive the Warrantholder of the opportunity of exercising its right of acquisition pursuant thereto during the period of fourteen (14) Business Days after the giving of any notice required by subsection 5.5(a).

         
    (c)

    In case any adjustment for which a notice in subsection 5.5(a) has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable give notice to the Warrant Agent and the Warrantholders of the adjustment and the computation of such adjustment.

         
    (d)

    The Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any other shares or securities or property which may at any time be issued or delivered upon the exercise or deemed exercise of any Warrant.

    29



      (e)

    The Warrant Agent shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Common Shares or Common Share certificates upon the surrender of any Warrant for the purpose of exercise or deemed exercise of such Warrants, or to comply with any of the covenants contained in this Article 5.

    ARTICLE 6
    PURCHASES BY THE CORPORATION

    6.1

    Optional Purchases by the Corporation

    Subject to applicable law, the Corporation may from time to time purchase by invitation for tender, in the open market, by private agreement on any stock exchange or otherwise any or all of the Warrants then outstanding. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the board of directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such Persons, and on such other terms as the Corporation in its sole discretion may determine. The Warrant Certificates representing the Warrants purchased pursuant to this Section 6.1 shall forthwith be delivered to and cancelled by the Warrant Agent.

    ARTICLE 7
    COVENANTS OF THE CORPORATION

    7.1

    Covenants of the Corporation

    The Corporation covenants to and with the Warrant Agent that so long as any Warrants remain outstanding and may be exercised:

      (a)

    it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;

         
      (b)

    it will cause the Common Shares and the certificates representing the Common Shares subscribed and paid for pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof;

         
      (c)

    all Common Shares which shall be issued upon exercise of the right to purchase provided for herein and in the Warrant Certificates, upon payment of the Exercise Price herein provided for and in the Warrant Certificates and compliance with the other applicable terms and conditions hereof and thereof, shall be fully paid and non-assessable;

         
      (d)

    it will give to the Warrantholders, in the manner provided in Section 3.6 hereof, and to the Warrant Agent in the manner provided in Section 13.1 hereof, notice of a record date, or effective date, as the case may be, for any event referred to in Article 5 hereof which may give rise to an adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants and, in each case, such notice shall specify the particulars of such event and the record date, or the effective date, for such event; provided that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given, and such notice shall be given concurrently with notice of such event to holders of Common Shares;

    30



      (e)

    it will maintain its corporate existence, provided that this subsection 7.1(e) shall not restrict the Corporation from completing a Capital Reorganization in accordance with subsection 5.2(d);

         
      (f)

    it will not take any other action which might deprive the Warrantholders of the opportunity of exercising their right of purchase pursuant to the Warrants held by such Persons during the period of notice required by subsection 5.5(a);

         
      (g)

    it will give written notice of the issue of Common Shares pursuant to the exercise of Warrants, if required and in such detail as may be required, to each securities regulatory authority in each relevant jurisdiction pursuant to applicable law;

         
      (h)

    it will promptly notify the Warrant Agent and the Warrantholders in writing of any material default under the terms of this Warrant Indenture which remains unrectified for more than fifteen (15) days following its occurrence;

         
      (i)

    in the event that it shall begin, or cease, to file as a foreign issuer with the U.S. Securities and Exchange Commission, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent) certifying such reporting issuer status and other information as the Warrant Agent may require at such time; and

         
      (j)

    it will perform all of its covenants and carry out all of the acts or things to be done by it as provided in this Indenture.


    7.2

    Warrant Agent’s Remuneration and Expenses

    The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent within thirty (30) days of the Warrant Agent’s request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the negligence, wilful misconduct or fraud of the Warrant Agent or of Persons for whom the Warrant Agent is responsible. The Warrant Agent shall not have any recourse against any monies, securities or other property held by it for the benefit of the Warrantholders pursuant to this Indenture for the payment of its fee.

    31



    7.3

    Performance of Covenants by Warrant Agent

    If the Corporation shall fail to perform any of its covenants contained in this Warrant Indenture, the Warrant Agent may notify the Warrantholders in the manner provided in Section 3.6 of such failure on the part of the Corporation or, subject to Section 11.1, may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to perform such covenants or to notify the Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 7.2. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

    ARTICLE 8
    ENFORCEMENT

    8.1

    Suits by Warrantholders

           
    (a)

    Warrantholders May Not Sue . Except to the extent that the rights of an individual Warrantholder or group of Warrantholders would be prejudiced thereby, no Warrantholder has the right to institute any action or proceeding or to exercise any other remedy authorized hereunder for the purpose of enforcing any right on behalf of the Warrantholders as a whole or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or receiver and manager or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Corporation wound up or to file or prove a claim in any liquidation or bankruptcy proceedings, unless the Warrant Agent has received a Warrantholders’ Request directing it to take the requested action and has been provided with sufficient funds or other security and/or such indemnity satisfactory to the Warrant Agent, acting reasonably, in respect of the costs, expenses and liabilities that may be incurred by it in so proceeding and the Warrant Agent has failed to act within a reasonable time thereafter. If the Warrant Agent has so failed to act, but not otherwise, any Warrantholder acting on behalf of all Warrantholders will be entitled to take any of the proceedings that the Warrant Agent might have taken hereunder. No Warrantholder has any right in any manner whatsoever to effect, disturb or prejudice the rights hereby created by its action or to enforce any right hereunder or under any Warrant, except subject to the conditions and in the manner herein provided. Any money received as a result of a proceeding taken by any Warrantholder on behalf of the Warrantholders hereunder must be forthwith paid to the Warrant Agent.

           
    (b)

    Warrant Agent not Required to Possess Warrants . All rights of action under this Indenture may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof on any trial or other proceedings relative thereto.

           
    (c)

    Warrant Agent May Institute All Proceedings .

    32



      (i)

    The Warrant Agent shall be entitled and empowered, either in its own name or as Warrant Agent of an express trust, or as attorney-in-fact for the Warrantholders, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claim of the Warrant Agent and the Warrantholders allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Corporation or its creditors or relative to or affecting its property. The Warrant Agent is hereby irrevocably appointed (and the successive respective Warrantholders by taking and holding the same shall be conclusively deemed to have so appointed the Warrant Agent) the true and lawful attorney-in-fact of the respective Warrantholders with authority to make and file in the respective names of the Warrantholders or on behalf of the Warrantholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Warrantholders themselves if and to the extent permitted hereunder, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of the Warrantholders, as may be necessary or advisable in the opinion of the Warrant Agent, in order to have the respective claims of the Warrant Agent and of the Warrantholders against the Corporation or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that nothing contained in this Indenture shall be deemed to give the Warrant Agent, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Warrantholder.

         
      (ii)

    The Warrant Agent shall also have the power, but not the obligation, at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Warrantholders.

         
      (iii)

    Any such suit or proceeding instituted by the Warrant Agent may be brought in the name of the Warrant Agent as Warrant Agent of an express trust, and any recovery of judgment shall be for the rateable benefit of the Warrantholders subject to the provisions of this Indenture. In any proceeding brought by the Warrant Agent (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Warrant Agent shall be a party), the Warrant Agent shall, relying on advice of counsel at its discretion, be held to represent all the Warrantholders, and it shall not be necessary to make any Warrantholders parties to any such proceeding.

    33



    8.2

    Immunity of Shareholders, Etc.

    Subject to any rights or remedies available to the Warrantholders under applicable securities legislation, the Warrant Agent and, by their acceptance of the Warrant Certificates and as part of the consideration for the issue of the Warrants, the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future Shareholder, director, officer, employee or agent of the Corporation or of any successor corporation for the issue of the Common Shares pursuant to any Warrant or on any covenant, agreement, representation or warranty by the Corporation herein or in the Warrant Certificates contained.

    8.3

    Limitation of Liability

    The obligations hereunder are not personally binding upon nor shall resort hereunder be had to, the private property of any of the past, present or future directors or Shareholders or of any successor corporation or of any of the past, present or future officers, employees or agents of the Corporation or of any successor corporation, but only the property of the Corporation or of any successor corporation shall be bound in respect hereof.

    ARTICLE 9
    MEETINGS OF WARRANTHOLDERS

    9.1

    Right to Convene Meetings

    The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon receiving sufficient funds, determined reasonably, and being indemnified to its reasonable satisfaction by the Corporation or by the Warrantholders signing such Warrantholders’ Request against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Warrantholders. In the event the Warrant Agent fails to call a meeting within ten (10) days after receipt of such proper written request of the Corporation or Warrantholders’ Request, funds and indemnity given as aforesaid, the Corporation or such Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto or such other place as may be approved or determined by the Warrant Agent and approved by the Corporation, acting reasonably.

    9.2

    Notice

    At least twenty-one (21) days prior notice of any meeting of Warrantholders shall be given to the Warrantholders in the manner provided for in Section 3.6 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed nor any of the provisions of this Article 9. A notice of meeting may be signed by an appropriate officer of the Warrant Agent or by the Corporation or by the Warrantholder or Warrantholders convening the meeting.

    34



    9.3

    Chairman

    An individual (who need not be a Warrantholder) nominated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so nominated, or if the individual so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, or if such Person is unable or unwilling to act as chairman, the Warrantholders present in person or by proxy shall choose some individual present to be chairman.

    9.4

    Quorum

    Subject to the provisions of Section 9.11, at any meeting of the Warrantholders a quorum shall consist of Warrantholders, present in person or by proxy, representing at least 10% of the then outstanding Warrants, provided that at least two Persons entitled to vote thereat are personally present. If a quorum of the Warrantholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day) at the same time and place and, subject to Section 9.11, no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Warrantholders present in Person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not represent at least 10% of the then outstanding Warrants.

    9.5

    Power to Adjourn

    The chairman of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

    9.6

    Show of Hands

    Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

    9.7

    Poll and Voting

         
    (a)

    On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Warrantholders acting in Person or by proxy, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of votes cast on the poll.

    35



      (b)

    On a show of hands, every Person who is present and entitled to vote, whether as a Warrantholder or as proxy for one or more absent Warrantholders, or both, shall have one vote. On a poll, each Warrantholder present in Person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote per one Warrant held or represented by him. A proxy need not be a Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.


    9.8

    Regulations

           
    (a)

    Subject to the provisions of this Indenture, the Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit:

           
    (i)

    for the issue of voting certificates by any bank, trust company or other depositary approved by the Warrant Agent certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting of Warrantholders, which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the holders so named in such voting certificates were the actual holders of the Warrant specified therein;

           
    (ii)

    for Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof and the manner in which same shall be executed, and for the production of the authority of any Persons signing on behalf of the grantor of such proxy;

           
    (iii)

    for the deposit of voting certificates and instruments appointing proxies at such place and time as the Warrant Agent, the Corporation or the Warrantholders convening the meeting, as the case may be, may in the notice calling the meeting direct;

           
    (iv)

    for the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting of Warrantholders is to be held and enabling particulars of such instruments appointing proxies to be mailed, delivered or sent by facsimile transmission before the meeting to the Corporation or to the Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

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      (v)

    for the form of the voting certificates and instrument of proxy; and

           
      (vi)

    generally for the calling of meetings of Warrantholders and the conduct of business thereat.

           
      (b)

    Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, or as may be expressly provided for herein, the only Persons who shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 9.9) shall be Warrantholders or Persons holding voting certificates or instruments of proxy of Warrantholders.


    9.9

    Corporation, Warrant Agent and Warrantholders May Be Represented

    The Corporation and the Warrant Agent, by their respective directors, officers and employees, and counsel for any of the Corporation, the Warrant Agent and any Warrantholder may attend any meeting of the Warrantholders, but shall have no vote as such, except in their capacity as Warrantholders, proxy or holder of voting certificate(s).

    9.10

    Powers Exercisable by Extraordinary Resolution

    In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall, subject to Section 9.11 have the power, exercisable from time to time by Extraordinary Resolution, subject to any required regulatory approval:

      (a)

    to agree, on behalf of and binding on all Warrantholders, to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders or (with the consent of the Warrant Agent, such consent not to be unreasonably withheld) the Warrant Agent in its capacity as Warrant Agent hereunder or on behalf of the Warrantholders against the Corporation, whether such rights arise under this Indenture, the Warrant Certificate or otherwise;

         
      (b)

    to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Warrantholders;

         
      (c)

    to direct or to authorize the Warrant Agent, subject to its prior indemnification pursuant to subsection 11.1(b), to enforce against the Corporation any of the covenants of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

    37



    (d)

    to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture or the Warrant Certificates either unconditionally or upon any conditions specified in such Extraordinary Resolution;

         
    (e)

    to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Warrantholders;

         
    (f)

    to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder in connection therewith;

         
    (g)

    to assent to a compromise or arrangement with a creditor or creditors or a class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation;

         
    (h)

    except as otherwise permitted hereunder (including as permitted under Section 10.1), amend this Indenture or the Warrant Certificates; and

         
    (i)

    to remove the Warrant Agent and to appoint a successor Warrant Agent in the manner specified in Section 11.7 hereof.

         
    9.11

    Meaning of Extraordinary Resolution

         
    (a)

    The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 9.11 and in Section 9.14, a resolution proposed at a meeting of Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 9 at which quorum is present, passed by the affirmative votes of Warrantholders entitled to purchase not less than 66 % of the aggregate number of Warrants represented at the meeting and voted on the poll upon such resolution.

         
    (b)

    If, at any meeting called for the purpose of passing an Extraordinary Resolution, quorum is not established within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than fifteen (15) or more than sixty (60) days later, and to such place and time as may be determined by the chairman. Not less than ten (10) days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 3.6. Such notice shall state that at the adjourned meeting the Warrantholders present in Person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Warrantholders present in Person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 9.11(a) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Warrantholders holding at least 10% of the then outstanding Warrants are not present in Person or by proxy at such adjourned meeting.

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      (c)

    Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.


    9.12

    Powers Cumulative

    Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

    9.13

    Minutes

    Minutes of all resolutions and proceedings at every meeting of Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed or proceedings taken thereat shall be deemed to have been duly passed and taken.

    9.14

    Instruments In Writing

    All actions which may be taken and all powers that may be exercised by the Warrantholders at a meeting held as provided in this Article 9 may also be taken and exercised by Warrantholders representing at least 66 % of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

    9.15

    Binding Effect of Resolutions

    Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders in accordance with Section 9.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to receiving prior indemnification pursuant to subsection 11.1(b)) shall be bound to give effect accordingly to every such resolution and instrument in writing. In the case of an instrument in writing the Warrant Agent shall give notice in the manner contemplated in Section 3.6 and Section 13.1 of the effect of the instrument in writing to all Warrantholders and the Corporation as soon as is reasonably practicable.

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    9.16

    Holdings by Corporation Disregarded

    In determining whether Warrantholders holding the requisite number of Warrants are present at a meeting of Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the provisions of Section 13.7, shall be disregarded.

    ARTICLE 10
    SUPPLEMENTAL INDENTURES

    10.1

    Provision for Supplemental Indentures for Certain Purposes

    From time to time the Corporation (when authorized by action by the directors) and the Warrant Agent may, without the consent of the Warrantholders and subject to the provisions hereof, and they shall, when so directed in accordance with the provisions hereof and regulatory approval, execute and deliver by their proper officers, indentures, or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

      (a)

    providing for the issue of additional Warrants hereunder and any consequential amendments hereto as may be required by the Warrant Agent;

         
      (b)

    setting forth any adjustments resulting from the application of the provisions of Article 5 or any modification affecting the rights of Warrantholders hereunder on exercise of the Warrants, provided that any such adjustments or modifications shall be subject to the prior written approval of the Exchange;

         
      (c)

    adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of counsel, are necessary or advisable, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of counsel, prejudicial to the rights or interests of any of the Warrantholders;

         
      (d)

    evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

         
      (e)

    giving effect to any Extraordinary Resolution passed as provided in Article 9;

         
      (f)

    making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of counsel, prejudicial to the rights or interests of any of the Warrantholders;

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      (g)

    adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrant Certificates, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

         
      (h)

    modifying any of the provisions of this Indenture, including by providing for the creation and the authority to issue additional Warrants, or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of counsel, such modification or relief in no way prejudices any of the rights or interests of any of the Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative; and

         
      (i)

    for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of counsel, the rights or interests of the Warrant Agent and any of the Warrantholders are in no way prejudiced thereby.


    10.2

    Successor Corporations

    Until the Time of Expiry or the exercise of all of the outstanding Warrants in accordance with their terms, the Corporation shall not, directly or indirectly, sell, transfer or otherwise dispose of all or substantially all of its property and assets as an entirety to any other corporation and shall not amalgamate (except with a wholly-owned subsidiary) or merge with or into any other corporation (any such other corporation being herein referred to as a “ Successor Corporation ”) unless the Successor Corporation executes, before or contemporaneously with the consummation of any such transaction, an indenture supplemental hereto together with such other instruments as are satisfactory to the Warrant Agent and in the opinion of its counsel are necessary or advisable to evidence the assumption by the Successor Corporation of the due and punctual observance and performance of all the covenants and obligations of the Corporation under this Indenture.

    ARTICLE 11
    CONCERNING THE WARRANT AGENT

    11.1

    Rights and Duties of Warrant Agent

         
    (a)

    In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall act honestly and in good faith with a view to the best interests of the Warrantholders and shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from, or require any Person to indemnify the Warrant Agent against, liability for its own negligence, wilful misconduct or bad faith. The duties and obligations of the Warrant Agent shall be determined solely by the provisions hereof and, accordingly, the Warrant Agent shall only be responsible for the performance of such duties and obligations as it has undertaken herein. The Warrant Agent shall retain the right not to act and shall not be held liable for refusing to act in circumstances that require the delivery to or receipt by the Warrant Agent of documentation unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgement other than as contemplated by this Indenture. The Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means, provided that it has complied with the terms of this Indenture in respect of the discharging of its obligations in respect of the delivery of such certificates.

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    (b)

    The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Warrantholders hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

         
    (c)

    None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

         
    (d)

    The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceedings, require the Warrantholders, at whose instance it is acting, to deposit with the Warrant Agent the Warrant Certificates held by them, for which the Warrant Agent shall issue receipts.

         
    (e)

    Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 11.1 and of Section 11.2.

         
    11.2

    Evidence, Experts and Advisers

         
    (a)

    In addition to the reports, certificates, opinions and evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form as the Warrant Agent may reasonably require by written notice to the Corporation.

         
    (b)

    The Warrant Agent shall be protected in acting in reasonable reliance upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of and acceptability of any information therein contained which it in good faith believes to be genuine and what it purports to be.

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    (c)

    Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate.

         
    (d)

    The Warrant Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and shall not be responsible for any misconduct or negligence on the part of such experts or advisors who have been appointed and supervised with due care by the Warrant Agent. The fees of such counsel and other experts shall be part of the Warrant Agent’s fees hereunder. The Warrant Agent shall be fully protected in acting or not acting, in good faith, in accordance with any opinion or instruction of such counsel. Any remuneration so paid by the Warrant Agent shall be repaid to the Warrant Agent in accordance with Section 7.2.

         
    11.3

    Monies Held by Warrant Agent

         
    (a)

    The Warrant Agent may retain any cash balance held in connection with this Indenture and may, but need not, hold the same in its deposit department or the deposit department of one of its Affiliates; but the Warrant Agent and its Affiliates shall not be liable to account for any profit to the Corporation or any other person or entity other than at a rate, if any, established from time to time by the Warrant Agent or its Affiliates.

         
    (b)

    For the purpose of this section, “Affiliate” includes the Canadian Imperial Bank of Commerce, CIBC Mellon Global Securities Company and The Bank of New York Mellon and each of their Affiliates.

         
    11.4

    Action by Warrant Agent to Protect Interest

    The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Warrantholders.

    11.5

    Warrant Agent Not Required to Give Security

    The Warrant Agent shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

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    11.6

    Protection of Warrant Agent

    By way of supplement to the provisions of any law for the time being relating to trustees or Warrant Agents it is expressly declared and agreed as follows:

      (a)

    the Warrant Agent shall not be liable for or by reason of any statement of fact or recitals in this Indenture or in the Warrant Certificates (except the representations contained in Section 11.8 or in the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

         
      (b)

    nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

         
      (c)

    the Warrant Agent shall not be bound to give notice to any Person or Persons of the execution hereof;

         
      (d)

    the Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

         
      (e)

    the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 7; and

         
      (f)

    the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation.


    11.7

    Replacement of Warrant Agent; Successor by Merger

         
    (a)

    The Warrant Agent may resign its trust and be discharged from all further duties and liabilities hereunder, subject to this subsection 11.7(a), by giving to the Corporation not less than thirty (30) days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new Warrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Warrant Agent unless a new Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Warrantholder may apply to a judge of the Ontario Court of Justice (the “ Court ”), at the Corporation’s expense, on such notice as such justice may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new Warrant Agent appointed under any provision of this Section 11.7 shall be a company authorized to carry on the business of a trust company in the Province of Ontario. On any such appointment the new Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new Warrant Agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent shall not become effective until the successor Warrant Agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor Warrant Agent shall execute and deliver to the successor Warrant Agent an appropriate instrument transferring to such successor Warrant Agent all rights and powers of the Warrant Agent hereunder.

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    (b)

    Upon the appointment of a successor Warrant Agent, the Corporation shall promptly notify the Warrantholders thereof in the manner provided for in Section 3.6.

         
    (c)

    Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting thereof, or any corporation succeeding to or acquiring the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the Parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under subsection 11.7(a).

         
    11.8

    Conflict of Interest

         
    (a)

    The Warrant Agent represents to the Corporation that at the time of execution and delivery hereof no material conflict of interest exists in its role as a Warrant Agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within ninety (90) days after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trusts hereunder to a successor Warrant Agent approved by the Corporation and meeting the requirements set forth in subsection 11.7(a). Notwithstanding the foregoing provisions of this subsection 11.8(a), if any such material conflict of interest exists or hereinafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificates shall not be affected in any manner whatsoever by reason thereof.

         
    (b)

    Subject to subsection 11.8(a), the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any Subsidiary without being liable to account for any profit made thereby, subject to compliance with applicable securities legislation.

    45



    11.9

    Warrant Agent Not to be Appointed Receiver

    The Warrant Agent and any Person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

    11.10

    Payments by Warrant Agent

    The forwarding of a cheque by the Warrant Agent will satisfy and discharge the liability for any amounts due to the extent of the sum or sums represented thereby (plus the amount of any tax deducted or withheld as required by law) unless such cheque is not honoured on presentation; provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

    11.11

    Unclaimed Interest or Distribution - Retention of Benefits by Warrant Agent

    In the event that the Warrant Agent shall hold any amount of interest or other distributable amount which is unclaimed or which cannot be paid for any reason, the Warrant Agent shall be under no obligation to invest or reinvest the same but shall only be obligated to hold the same on behalf of the Person or Persons entitled thereto in a current or other non-interest bearing account pending payment to the Person or Persons entitled thereto. The Warrant Agent shall, as and when required by law, and may at any time prior to such required time, pay all or part of such interest or other distributable amount so held to the Public Trustee (or other appropriate governmental official or agency) whose receipt shall be good discharge and release of the Warrant Agent.

    11.12

    Deposit of Securities

    The Warrant Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

    11.13

    Act, Error, Omission Etc.

    The Warrant Agent shall not be liable for any error in judgement or for any act done or step taken or omitted by it in good faith, for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence or wilful misconduct.

    11.14

    Indemnification

    The Corporation hereby agrees to indemnify and hold harmless the Warrant Agent and its respective officers, directors, employees, agents, representatives, successors and assigns from and against any and all reasonable costs, expenses and disbursements, damages, liabilities, claims and actions (including reasonable legal fees and disbursements) which it might incur or to which it might have become subject and any action, suit, or other similar legal proceeding which might be instituted against the Warrant Agent arising from or out of any act, omission or error of the Warrant Agent provided that such act, omission or error was made in good faith and the conduct of the Warrant Agent’s duties hereunder was in accordance with the standards set forth in Section 11.1 and did not constitute negligence, wilful misconduct or fraud on the part of the Warrant Agent. This provision shall survive the resignation or removal of the Warrant Agent or the termination of this Indenture.

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    11.15

    Notice

    The Warrant Agent shall not be required to take notice or be deemed to have constructive or actual knowledge of any matter hereunder, including failure by the Corporation to perform any of its covenants in this Indenture or any other breach of the Corporation hereunder, unless the Warrant Agent shall have received from the Corporation or a Warrantholder, a written notice stating the matter in respect of which the Warrant Agent should have actual knowledge and identifying in such notice that it is given in respect of this Indenture.

    11.16

    Reliance by the Warrant Agent

    The Warrant Agent may act on the opinion or advice obtained from counsel to the Warrant Agent and shall, provided it acts in good faith in reliance thereon, not be responsible for any loss occasioned by doing so nor shall it incur any liability or responsibility for determining in good faith not to act upon such opinion or advice. The Warrant Agent may rely, and shall be protected in relying, upon any statement, request, direction or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent may assume for the purposes of this Indenture that any address on the register of the Warrantholders is the holder’s actual address and is also determinative as to residency and that the address of any transferee to whom any Common Shares are to be registered, as shown on the transfer document is the transferee’s actual address and is also determinative as to residency of the transferee.

    11.17

    Anti-Money Laundering and Anti-Terrorist Legislation

    The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Warrant Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the Corporation, provided that: (i) the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

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    11.18

    Privacy Laws

    The Parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “ Privacy Laws ”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither Party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Warrant Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the Parties can rely or are not required under the Privacy Laws. The Warrant Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Warrant Agent agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Corporation or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

    11.19

    Third Party Interests

    Each Party to this Indenture hereby represents to the Warrant Agent that any account to be opened by, or interest to held by, the Warrant Agent in connection with this Indenture, for or to the credit of such Party, either: (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case the Corporation hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

    11.20

    Authority to Carry on Business

    The Warrant Agent represents to the Corporation that it is authorized to carry on the business of a trust company in the Province of Ontario.

    ARTICLE 12
    ACCEPTANCE OF TRUSTS BY WARRANT AGENT

    12.1

    Acceptance

    The Warrant Agent hereby accepts the trusts in this Indenture declared and provided and agrees to perform the same upon the terms and conditions set forth herein.

    48


    ARTICLE 13
    GENERAL

    13.1

    Notice to the Corporation and the Warrant Agent

           
    (a)

    Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation and to the Warrant Agent shall be in writing and may be given by mail, or by facsimile (with original copy to follow by mail) or by personal delivery and shall be addressed as follows:

           

    if to the Warrant Agent:

           

    CIBC Mellon Trust Company

         c/o Canadian Stock Transfer Company Inc.
        Client Services
    320 Bay Street
        P.O. Box

    Toronto, Ontario M5H 4A6

        Facsimile: 1 (877) 715-0494

     

    if to the Corporation:

           

    Energy Fuels Inc.

        2 Toronto Street, Suite 500
    Toronto, Ontario M5C 2B6
        Attention: Chief Financial Officer

    Facsimile: (416) 214-2810

           

    and shall be deemed to have been received, if delivered or sent by courier, on the date of delivery or, if mailed, on the fifth (5 th ) Business Day following the date of the postmark on such notice or, if telecopied, on the Business Day following telecopier transmission. Any delivery made or sent by facsimile on a day other than a Business Day, or after 5:00 p.m. (Toronto time) on a Business Day, shall be deemed to be received on the next following Business Day.

           
    (b)

    The Corporation or the Warrant Agent, as the case may be, may from time to time give notice in the manner provided in subsection 13.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture. A copy of any notice of change of address of the Corporation given pursuant to this subsection 13.1(b) shall be sent to the principal transfer office of the Warrant Agent in the City of Toronto, Ontario and shall be available for inspection by Warrantholders during normal business hours.

           
    (c)

    If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to an officer of the Party to which it is addressed or if it is delivered to such Party at the appropriate address provided in subsection 13.1(a) by telecopy or other means of prepaid, transmitted, recorded communication and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery to such officer or if delivered by telecopy or other means of prepaid, transmitted, recorded communication, on the first (1 st ) Business Day following the date of the sending of such notice by the Person giving such notice.

    49



    13.2

    Time of the Essence

    Time is of the essence in this Indenture.

    13.3

    Counterparts and Formal Date

    This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated as of the date hereof.

    13.4

    Satisfaction and Discharge of Indenture

    Upon the earlier of: (a) the date by which there shall have been delivered to the Warrant Agent for exercise or destruction all Warrant Certificates theretofore certified hereunder; or (b) the expiration of the Exercise Period, this Indenture, except to the extent that Common Shares and certificates therefore have not been issued and delivered hereunder or the Warrant Agent or the Corporation have not performed any of their obligations hereunder, shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with and upon payment to the Warrant Agent of the fees and other remuneration payable to the Warrant Agent, shall execute proper instruments acknowledging satisfaction of and discharging of this Indenture.

    13.5

    Provisions of Indenture and Warrant Certificates for the Sole Benefit of Parties and Warrantholders

    Nothing in this Indenture or the Warrant Certificates, expressed or implied, shall give or be construed to give to any Person other than the Parties hereto and the holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the Parties hereto and the Warrantholders.

    13.6

    Force Majeure

    Neither of the Parties hereto shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 13.6.

    50



    13.7

    Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificates to be Provided

    For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

      (a)

    the names (other than the name of the Corporation) of the registered holders of Common Shares which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or any Subsidiary or any other Affiliate of the Corporation; and

         
      (b)

    the number of Warrants owned legally and beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation,

    and the Warrant Agent in making any determinations in such regard shall be entitled to rely on such certificate.

    [Intentionally Left Blank]

    51


    IN WITNESS WHEREOF the Parties hereto have executed this Indenture as of the date first written above.

      ENERGY FUELS INC.
        
      Per: (signed) “Stephen P. Antony”
        Chief Executive Officer
          
      CIBC MELLON TRUST COMPANY
        
      Per: (signed) “Pat Lee”
      Authorized Signatory  
          
      Per: (signed) “Toni Taccogna”
        Authorized Signatory 

    S-1


    SCHEDULE “A”
    FORM OF WARRANT CERTIFICATE

    UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2012.

    [The following Legend will be included on a Global Certificate deposited with CDS] [Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to Energy Fuels Inc. (the “Issuer”) or its agent for registration, transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & Co., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & Co. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holders hereof, CDS & Co., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for any other person to hold, transfer or deal with this certificate.]

    [The following Legend will be placed on all Warrant Certificates issued to U.S. Persons] THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.

    THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN THE UNITED STATES (1) TO A PERSON THE SELLER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR (3) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, IN THE CASE OF (C)(2) AND (C)(3), THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION]

    A-1


    ENERGY FUELS INC.

      [ CUSIP: ]
      [ ISIN: ]
       
    NO. _______________________ _______________________ WARRANTS

    COMMON SHARE PURCHASE WARRANTS

    THIS IS TO CERTIFY THAT for value received _______________________, the registered holder hereof is entitled for each whole Warrant represented hereby to purchase one fully paid and non-assessable common share (“ Common Shar e”) in the capital of Energy Fuels Inc. (the “ Corporation ”) at a price per share of Cdn. $0.265, subject to adjustment as hereinafter referred to.

    Such right to purchase may be exercised by the registered holder hereof at any time on the date of issue hereof up to and including 5:00 p.m. (Toronto time) on June 21, 2015 (the “ Time of Expiry ”) by surrender of this Warrant Certificate to CIBC Mellon Trust Company (the “ Warrant Agent ”) at the transfer office of the Warrant Agent in Toronto, Ontario, together with the subscription form attached hereto duly executed and completed for the number of Common Shares which the holder hereof is exercising its right to purchase and the purchase price of such Common Shares as herein provided.

    This Warrant Certificate and such payment shall be deemed not to have been surrendered and made except upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above.

    The purchase price of Common Shares subscribed for hereunder shall be paid by certified cheque, money order or bank draft in lawful money of Canada payable to the order of the Corporation at par in the city where this Warrant Certificate is delivered.

    Certificates for the Common Shares subscribed for will be mailed to the persons specified in the subscription form at their respective addresses specified therein or, if so specified in such subscription form, delivered to such persons at the office where the applicable Warrant Certificate was surrendered, when the transfer registers of the Corporation have been open for five (5) Business Days after the due surrender of such Warrant Certificate and payment as aforesaid. In the event of a purchase of a number of Common Shares fewer than the number which can be purchased pursuant to this Warrant Certificate, the holder shall be entitled to receive without charge a new Warrant Certificate in respect of the balance of such Warrants.

    A-2


    This Warrant Certificate and other Warrant Certificates are issued under and pursuant to a certain warrant indenture (herein referred to as the “ Indenture ”) dated June 21, 2012 between the Corporation and the Warrant Agent, to which Indenture and any instruments supplemental thereto reference is hereby made for a description of the terms and conditions upon which such Warrant Certificates are issued and are to be held all to the same effect as if the provisions of the Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of this Warrant Certificate by acceptance hereof assents. In the event of any inconsistency between the terms set forth in this Warrant Certificate and the terms of the Warrant Indenture, the terms of the Warrant Indenture shall govern. The Corporation will furnish to the holder of this Warrant Certificate, upon request and without charge, a copy of the Indenture.

    Subject to the Corporation’s right to purchase the Warrants under the Indenture and to any restriction under applicable law or policy of any applicable regulatory body, the Warrants and Warrants Certificates and the rights thereunder shall only be transferable by the registered holder hereof in compliance with the conditions prescribed in the Indenture and the due completion, execution and delivery of a Transfer Form (as attached hereto) in accordance with the terms of the Indenture.

    Neither the Warrants evidenced by this Warrant Certificate nor the Common Shares issuable upon the exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”), and may not be offered or sold to, or for the account or benefit of, a person in the United States, or a “ U.S. Person ” (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from registration under the 1933 Act and applicable state securities laws. The Warrants may not be exercised in the United States or by or for the account or benefit of a U.S. Person or a person in the United States, except pursuant to an exemption from the registration requirements of the 1933 Act and applicable state securities laws. Compliance with the securities laws of any jurisdiction is the responsibility of the holder of this Warrant Certificate or its transferee.

    The holding of this Warrant Certificate shall not constitute the holder hereof a holder of Common Shares nor entitle the holder to any right or interest in respect thereof.

    The Indenture provides for adjustment in the number of Common Shares to be delivered upon the exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth.

    The Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by Warrantholders holding a specified percentage of Warrants outstanding.

    The holder of this Warrant Certificate may at any time up to and including the Time of Expiry upon the surrender hereof to the Warrant Agent at its transfer office in Toronto, Ontario and payment of any charges provided for in the Indenture, exchange this Warrant Certificate for other Warrant Certificates entitling the holder to subscribe in the aggregate for the same number of Common Shares as is expressed in this Warrant Certificate.

    A-3


    This Warrant Certificate shall not be valid for any purpose whatever unless and until it has been countersigned by the Warrant Agent for the time being under the Indenture.

    Nothing contained herein or in the Indenture shall confer any right upon the holder hereof or any other person to subscribe for or purchase any Common Shares of the Corporation at any time subsequent to the Time of Expiry. After the Time of Expiry this Warrant Certificate and all rights thereunder shall be void and of no value.

    Time is of the essence hereof.

    IN WITNESS WHEREOF this Warrant Certificate has been executed on behalf of Energy Fuels Inc. as of the _______day of _______________________, 2012.

      ENERGY FUELS INC.
       
      By: ______________________________________________
       
      Countersigned:
       
      CIBC MELLON TRUST COMPANY
       
    Dated: ______________________________________________ By: ______________________________________________

    A-4


    SCHEDULE “B”
    SUBSCRIPTION FORM

    TO: CIBC Mellon Trust Company
      199 Bay Street
    Toronto, Ontario M5L 1G9  
      Attention: Corporate Restructures

    The undersigned registered holder of the within Warrant Certificate, subject to that certain warrant indenture (the “ Indenture ”) dated as of June 21, 2012 between Energy Fuels Inc. and CIBC Mellon Trust Company, as Warrant Agent, hereby:

      (a)

    subscribes for _______________________ common shares (“ Common Shares ”) (or such number of Common Shares or other securities or property to which such subscription entitles the undersigned in lieu thereof or in addition thereto under the Indenture) of Energy Fuels Inc. at the price per share of Cdn. $0.265 (or such adjusted price which may be in effect under the provisions of the Indenture) and in payment of the exercise price encloses a certified cheque, money order or bank draft, in any case in lawful money of Canada payable at par to CIBC Mellon Trust Company; and

         
      (b)

    delivers herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Common Shares.

    The undersigned hereby directs that the said Common Shares be registered as follows:

    Name(s) in full Address(es)
    (including Postal Code)
    Number(s) of Common
    Shares
            
          
          

    The undersigned represents that it has had access to such current public information concerning Energy Fuels Inc. as it considered necessary in connection with its investment decision, and understands that the securities issuable upon exercise hereof have not and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws.

    B-1


    The undersigned represents, warrants and certifies as follows (one of the following must be checked):

    A [   ]

    The undersigned holder: (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “ U.S. person ” as defined in Regulation S under the U.S. Securities Act and is not exercising this Warrant for the account or benefit of any “ U.S. person ” or a person in the United States; (iii) did not execute or deliver this subscription form for the Warrant in the United States and was not a “ U.S. person ” when the Warrant was acquired; and (iv) was not in the United States or a “ U.S. person ” at the time the Warrants were offered to the undersigned.

         

    B [   ]

    An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of Warrants must be in form and substance satisfactory to the Corporation.

         

    C [   ]

    The undersigned (i) is an original purchaser of the attached common share purchase warrant, (ii) is exercising the common share purchase warrants solely for its own account or for the account another “Accredited Investor” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (a “U.S. Accredited Investor”); (iii) each of the holder and such other person, if any, was a U.S. Accredited Investor on the date the common share purchase warrants were acquired in the such private placement and is a U.S. Accredited Investor on the date of exercise of the common share purchase warrants. The representation, warranties and covenants set forth in the written purchaser’s letter for the purchase of units from the Corporation continue to be true and correct.

    The undersigned holder understands that unless Box A is checked, the certificate representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available.

    The undersigned holder understands that unless Box A is checked, the certificate representing the Common Shares and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend:

    B-2


    “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN THE UNITED STATES (1) TO A PERSON THE SELLER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR (3) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, IN THE CASE OF (C)(2) AND (C)(3), THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION”.

    DATED this ___________day of _______________________, 20___________.

    Signature of Subscriber guaranteed by:

          
        (Signature of Subscriber)
            
          
        (Print Name of Subscriber*)
         
         
         
         
        (Address of Subscriber in full)

    (*The name of the Subscriber must correspond with the name upon the face of the certificate in every particular and the Corporation reserves the right to require reasonable assurance that such signature is genuine and effective.)

    Instructions

    1.

    The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised along with a certified cheque, money order or bank draft in lawful money of Canada payable to the order of the Corporation at par in an amount equal to the Exercise Price applicable at the time of such surrender in respect of each Common Share which the Warrantholder desires to acquire (being not more than those which the Warrantholder is entitled to acquire pursuant to the Warrants represented by the Warrant Certificate so surrendered) to CIBC Mellon Trust Company, at its office at Toronto, Ontario.

       
    2.

    The certificates will be mailed by registered mail to the address appearing in this Subscription Form.

       
    3.

    If Common Shares are issued to a person other than the registered Warrantholder, the signature of the holder must be guaranteed by a Canadian Schedule 1 Chartered Bank or by a medallion signature guarantee from a member of a recognized signature medallion guarantee program and the Transfer Form must be completed.

    B-3



    4.

    If the subscription form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation.

    B-4


    SCHEDULE “C”
    TRANSFER FORM

    NOTE: TRANSFERS MAY ONLY BE MADE IN ACCORDANCE WITH APPLICABLE LAW.

    FOR value received I/we hereby sell, assign, and transfer unto:

       
    (Name of Transferee)
         
       
    (Address of Transferee)
        
       
    (Social Insurance Number)
                                                                                                                                           
      Warrants of
    (Quantity & Class)

    Energy Fuels Inc. (the “ Corporation ”)

    represented by:
    (List Certificate Number(s))

    and the undersigned hereby irrevocably constitutes and appoints:

      
    (Leave Blank)

    the attorney to transfer the said Warrants on the books of the Corporation with full power of substitution in the premises.

    THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933 as amended (the “ 1933 Act ”)) or a person within the United States unless registered under the 1933 Act and any applicable state securities laws or unless an exemption from such registration is available.

    DATED this ___________day of _______________________, 20___________.

    Signature Guaranteed By:
      (Signature of Warrantholder)
       
       

    C-1



       
      (Name of Warrantholder, Please Print)
       
       
      (Capacity of Authorized Representative)

    Instructions:

    1.

    The signature on this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or change whatever.

       
    2.

    The signature must be guaranteed by a Canadian Schedule 1 Chartered Bank or by a member firm of an acceptable Medallion Signature Guarantee Program (STAMP, SMP, MSP). The stamp must bear the words “ Signature Medallion Guaranteed ”.

       
    3.

    In the USA, signature guarantees must be done by members of a Medallion Signature Guarantee Program only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program.

    C-2



    Exhibit 99.51

    ENERGY FUELS INC.

    - and -

    DUNDEE SECURITIES LTD.

    - and –

    CIBC MELLON TRUST COMPANY

    SUBSCRIPTION RECEIPT AGREEMENT

    Providing for the Issue of up to 35,500,500 Subscription Receipts

    June 21, 2012


    TABLE OF CONTENTS

    ARTICLE ONE
    INTERPRETATION
         
    Section 1.01 Definitions 2
    Section 1.02 Words Importing the Singular 7
    Section 1.03 Applicable Law 8
         
    ARTICLE TWO
    THE SUBSCRIPTION RECEIPTS
         
    Section 2.01 Creation and Issue of Subscription Receipts 8
    Section 2.02 Terms of Subscription Receipts 9
    Section 2.03 Form of Subscription Receipt Certificates 9
    Section 2.04 Signing of Subscription Receipt Certificates 10
    Section 2.05 Certification by Subscription Receipt Agent 10
    Section 2.06 Subscription Receipts to Rank Pari Passu 11
    Section 2.07 Issue in Substitution for Lost Certificates, Etc. 11
    Section 2.08 Subscription Receiptholder not a Shareholder 11
    Section 2.09 Global Subscription Receipts 12
         
    ARTICLE THREE
    REGISTRATION AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND
    EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES
         
    Section 3.01 Registration of Subscription Receipts 14
    Section 3.02  Exchange of Subscription Receipt Certificates 15
    Section 3.03 No Charges for Exchange 15
    Section 3.04 Ownership of Subscription Receipts 15
    Section 3.05 Transfer of Subscription Receipts 16
         
    ARTICLE FOUR
    CONVERSION OF SUBSCRIPTION RECEIPTS
         
    Section 4.01 Conversion by Subscription Receipt Agent 16
    Section 4.02 Effect of Conversion 17
    Section 4.03 No Fractional Common Shares 18
    Section 4.04 Recording 18
    Section 4.05 Securities Restrictions 18
         
    ARTICLE FIVE
    COVENANTS
         
    Section 5.01 General Covenants 20
    Section 5.02 Remuneration and Expenses of Subscription Receipt Agent 22
    Section 5.03 Notice of Issue 23


    - ii -

    Section 5.04 Performance of Covenants by Subscription Receipt Agent 23
         
    ARTICLE SIX
    DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS
         
    Section 6.01 Deposit of Proceeds in Trust 23
    Section 6.02 Investment of Initial Escrowed Proceeds 23
    Section 6.03 Release of Escrow Funds 24
    Section 6.04 Proceeds Held in Trust 25
    Section 6.05 Role as Subscription Receipt Agent 25
    Section 6.06 Representation Regarding Third Party Interests 25
    Section 6.07 Method of Disbursement and Delivery 26
         
    ARTICLE SEVEN
    ENFORCEMENT
         
    Section 7.01 Suits by Subscription Receiptholders 26
    Section 7.02 Limitation of Liability 27
         
    ARTICLE EIGHT
    MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS
         
    Section 8.01 Right to Convene Meetings 27
    Section 8.02 Notice 27
    Section 8.03 Chairman 27
    Section 8.04 Quorum 28
    Section 8.05 Power to Adjourn 28
    Section 8.06 Show of Hands 28
    Section 8.07 Poll 28
    Section 8.08 Voting 29
    Section 8.09 Regulations 29
    Section 8.10 The Corporation and Subscription Receipt Agent may be Represented 30
    Section 8.11 Powers Exercisable by Ordinary Resolution 30
    Section 8.12 Powers Exercisable by Extraordinary Resolution 30
    Section 8.13 Meaning of “Extraordinary Resolution” 31
    Section 8.14 Powers Cumulative 32
    Section 8.15 Minutes 32
    Section 8.16 Instruments in Writing 32
    Section 8.17 Binding Effect of Resolutions 33
    Section 8.18 Holdings by the Corporation and Subsidiaries Disregarded 33
         
    ARTICLE NINE
    SUPPLEMENTAL AGREEMENTS AND SUCCESSOR CORPORATIONS
         
    Section 9.01 Provision for Supplemental Agreements for Certain Purposes 33
    Section 9.02 Successor Corporations 34


    - iii -

    ARTICLE TEN
    CONCERNING SUBSCRIPTION RECEIPT AGENT
         
    Section 10.01 Rights and Duties of Subscription Receipt Agent 34
    Section 10.02 Evidence, Experts and Advisers 36
    Section 10.03 Documents, Money, Etc. held by Subscription Receipt Agent 37
    Section 10.04 Action by Subscription Receipt Agent to Protect Interests 37
    Section 10.05 Subscription Receipt Agent not Required to Give Security 38
    Section 10.06 Protection of Subscription Receipt Agent 38
    Section 10.07 Replacement of Subscription Receipt Agent 39
    Section 10.08 Conflict of Interest 41
    Section 10.09 Acceptance of Duties and Obligations 41
         
    ARTICLE ELEVEN
    GENERAL
         
    Section 11.01 Notice to the Corporation and Subscription Receipt Agent 41
    Section 11.02 Notice to Subscription Receiptholders 43
    Section 11.03 Satisfaction and Discharge of Agreement 43
    Section 11.04 Sole Benefit of Parties and Subscription Receiptholders 44
    Section 11.05 Discretion of Directors 44
    Section 11.06 Agreement to Prevail 44
    Section 11.07 Force Majeure 44
    Section 11.08 Privacy Consent 44
    Section 11.09 Counterparts and Formal Date 45
         
    Schedule A – Form of Subscription Receipt Certificate.  
    Schedule B – Release Notice.  


    SUBSCRIPTION RECEIPT AGREEMENT

    THIS SUBSCRIPTION RECEIPT AGREEMENT dated as of the 21st day of June, 2012.

    BETWEEN:

    ENERGY FUELS INC. , a corporation existing
    under the laws of Ontario

    (hereinafter the “ Corporation ”);

    OF THE FIRST PART

    AND:

    DUNDEE SECURITIES LTD. , a corporation
    having an address at 1 Adelaide Street East, Suite
    2700, Toronto, Ontario, M5C 2V9

    (hereinafter the “ Lead Agent ”);

    OF THE SECOND PART

    AND:

    CIBC MELLON TRUST COMPANY , a trust
    company existing under the laws of Canada

    (hereinafter the “ Subscription Receipt Agent ”).

    OF THE THIRD PART

    WHEREAS the Corporation proposes to issue and sell up to 35,500,500 Subscription Receipts (as hereinafter defined) to be constituted and issued as herein provided;

    AND WHEREAS the Corporation is authorized to create and issue the Subscription Receipts as herein provided and to complete the transactions contemplated herein;

    AND WHEREAS all things necessary have been done and performed to make the Subscription Receipts, when certified by the Subscription Receipt Agent and issued and delivered as herein provided, legal, valid and binding obligations of the Corporation with the benefits of and subject to the terms of this Agreement;

    AND WHEREAS the foregoing recitals are made as representations by the Corporation and not by the Subscription Receipt Agent;


    - 2 -

    AND WHEREAS the Subscription Receipt Agent has agreed to enter into this Agreement and to hold all rights, interests and benefits contained herein for and on behalf of those persons who from time to time become holders of Subscription Receipts issued pursuant to this Agreement;

    NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged by each of the Corporation, the Lead Agent and the Subscription Receipt Agent, the Corporation hereby appoints the Subscription Receipt Agent as agent for the Subscription Receiptholders (as hereinafter defined), to hold all rights, interests and benefits contained herein for and on behalf of those persons who from time to time become holders of Subscription Receipts issued pursuant to this Agreement, and the Corporation, the Lead Agent and the Subscription Receipt Agent hereby covenant, agree and declare as follows:

    ARTICLE ONE
    INTERPRETATION

    Section 1.01 Definitions

    In this Agreement and in the Subscription Receipt Certificates, unless there is something in the subject matter or context inconsistent therewith:

      (a)

    Agency Agreement ” means the agency agreement dated June 21, 2012 entered into among the Corporation and the Agents with respect to the Offering of the Subscription Receipts;

         
      (b)

    Agents ” means collectively, Dundee Securities Ltd., Haywood Securities Inc., Scotia Capital Inc. and Versant Partners Inc.;

         
      (c)

    Agents’ Commission ” means the cash commission equal to 6% of the aggregate gross proceeds of the Offering payable to the Agents pursuant to the Agency Agreement;

         
      (d)

    Applicable Legislation ” means such provisions of any statute of Canada or of a Province thereof, and of regulations under any such statute, relating to subscription receipt agreements or to the rights, duties and obligations of corporations and of subscription receipt agents under subscription receipt agreements, as are from time to time in force and applicable to this Agreement;

         
      (e)

    Arrangement Agreement ” means the arrangement agreement dated May 23, 2012 between the Corporation and Denison setting forth the terms and conditions for the Transaction;

         
      (f)

    Authorized Investments ” has the meaning attributed thereto in Section 6.02 hereof;



    - 3 -

      (g)

    BEO System ” means the book-based securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time;

         
      (h)

    Business Day ” means any day that is not a Saturday, Sunday or statutory holiday in Toronto, Ontario or a day when the principal corporate trust office of the Subscription Receipt Agent in the City of Toronto, Ontario, is not generally open to the public for the transaction of business;

         
      (i)

    CDS ” means CDS Clearing and Depository Services Inc.;

         
      (j)

    Closing” means the closing of the purchase and sale of the Subscription Receipts;

         
      (k)

    “Closing Date ” means June 21, 2012 or such other earlier or later date as the Corporation and the Lead Agent may agree;

         
      (l)

    Common Shares ” means the common shares in the authorized capital of the Corporation;

         
      (m)

    Conversion Date ” means with respect to any Subscription Receipt converted by the Subscription Receipt Agent in accordance with subsection 4.01(a) hereof, the day on which the Subscription Receipt Agent is required to convert such Subscription Receipt pursuant to subsection 4.01(a) hereof;

         
      (n)

    Corporation ” means Energy Fuels Inc. and includes any successor corporation to or of Energy Fuels Inc. which shall have complied with the provisions of Section 9.02 hereof;

         
      (o)

    Corporation’s auditors ” means KPMG LLP or such other firm of chartered accountants appointed as the auditor of the Corporation;

         
      (p)

    Counsel ” means a barrister or solicitor or a firm of barristers and solicitors, who may be counsel for the Corporation, acceptable to the Subscription Receipt Agent;

         
      (q)

    Denison ” means Denison Mines Corp., a corporation existing under the laws of Ontario;

         
      (r)

    Denison US Group ” means collectively, DMHC, White Canyon and each of the direct and indirect subsidiaries of DMHC;

         
      (s)

    Director ” means a director of the Corporation for the time being, and reference without more to action by the Directors means action by the Directors of the Corporation as a board or, to the extent empowered, by a committee of the board, in each case by resolution duly passed;



    - 4 -

      (t)

    DMHC ” means Denison Mines Holdings Corp., a corporation existing under the laws of the State of Delaware, U.S.;

           
      (u)

    Effective Date ” means the date of this Agreement;

           
      (v)

    Escrow Funds ” means the aggregate of the Initial Escrowed Proceeds together with any interest accrued and actually earned thereon;

           
      (w)

    Escrow Release Conditions ” means the following conditions precedent to the conversion of the Subscription Receipts and the release of the Escrow Funds hereunder:

           
      (i)

    all conditions, undertakings and other matters to be satisfied, completed and otherwise met prior to the completion of the Transaction have been satisfied, completed, waived or otherwise met, or are capable of being satisfied, completed or met, other than the satisfaction of closing conditions for which the release of the Escrow Funds is required, substantially in accordance with the Arrangement Agreement, on terms satisfactory to the Lead Agent, acting reasonably; and

           
      (ii)

    the Corporation has received all necessary third party, shareholder, court, regulatory and other approvals to complete the Transaction, on terms satisfactory to the Lead Agent, acting reasonably;

           
      (x)

    Escrow Release Deadline ” means 5:00 p.m. (Toronto time) on July 31, 2012;

           
      (y)

    Exchange ” means the Toronto Stock Exchange, including its successors and assigns;

           
      (z)

    Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended;

           
      (aa)

    Extraordinary Resolution ” has the meaning attributed thereto in Section 8.13 and Section 8.16 hereof;

           
      (bb)

    Global Subscription Receipts ” has the meaning attributed thereto in Section 2.09(a) hereof;

           
      (cc)

    Indemnified Person ” has the meaning attributed thereto in Section 10.06(b) hereof;

           
      (dd)

    Initial Escrowed Proceeds ” means the Proceeds less an amount representing 50% of the Agents’ Commission;

           
      (ee)

    Lead Agent ” means Dundee Securities Ltd.;



    - 5 -

      (ff)

    Offering ” means the issue and sale of the Subscription Receipts pursuant to the Agency Agreement;

         
      (gg)

    Person ” includes an individual, corporation, partnership, trustee, unincorporated organization or any other entity whatsoever, and words importing persons have a similar extended meaning;

         
      (hh)

    Proceeds ” means the gross proceeds of the Offering of $8,165,115;

         
      (ii)

    Regulation S ” means Regulation S under the U.S. Securities Act;

         
      (jj)

    Regulatory Authorities ” means the Canadian provincial securities commissions or securities regulatory authorities in the United States and/or a jurisdiction outside of Canada and the United States where a holder of Subscription Receipts is resident;

         
      (kk)

    Release Date ” means the date, which must be a date prior to the Termination Date, on which the Subscription Receipt Agent receives the Release Notice executed by the Corporation and the Lead Agent;

         
      (ll)

    Release Notice ” means a written notice in the form set out in Schedule B attached hereto executed by each of the Corporation and the Lead Agent;

         
      (mm)

    Release Time ” means the time, prior to the Termination Time, that the Subscription Receipt Agent receives the Release Notice from the Corporation and the Lead Agent;

         
      (nn)

    Representing Party ” has the meaning attributed thereto in Section 6.06 hereof;

         
      (oo)

    SEC ” means the United States Securities and Exchange Commission;

         
      (pp)

    Securities ” means the Subscription Receipts, the Units, the Common Shares and Warrants issuable upon the conversion of the Subscription Receipts, and the Common Shares issuable upon the due exercise if the Warrants;

         
      (qq)

    Share Consolidation ” means the proposed share consolidation of the common shares of the Corporation on the basis of one (1) post-consolidation common share for each ten (10) common shares of the Corporation outstanding, which if approved by shareholders of the Corporation, shall not be effected by the Corporation prior to the earlier of the Release Time and the Termination Time;

         
      (rr)

    Subscription Receipt Agent ” means CIBC Mellon Trust Company and includes its successors and assigns;



    - 6 -

      (ss)

    Subscription Receipt Certificate ” means a certificate representing one or more Subscription Receipts substantially in the form of the certificate attached hereto as Schedule A;

         
      (tt)

    Subscription Receiptholders ” or “ holders ” means the persons for the time being entered in a register of holders described in Section 3.01 hereof as holders of Subscription Receipts;

         
      (uu)

    Subscription Receiptholders’ Request ” means an instrument, signed in one or more counterparts by Subscription Receiptholders who hold in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

         
      (vv)

    Subscription Receipts ” means the subscription receipts created and issued pursuant to Section 2.01(a) and Section 2.01(b) hereof and authorized for issue hereunder and represented by Subscription Receipt Certificates issued and certified in accordance with the provisions hereof and that have not at the particular time expired, been purchased by the Corporation or converted;

         
      (ww)

    Termination Date ” means the earlier of:


      (i)

    the date on which the Subscription Receipt Agent receives a Termination Notice, provided that if such Termination Notice is not received on a Business Day or is received after 5:00 p.m. (Toronto time) on a Business Day, then the Termination Date shall be the next Business Day; and

         
      (ii)

    the Escrow Release Deadline;


      (xx)

    Termination Notice ” has the meaning attributed thereto in Section 5.01(g) hereof;

         
      (yy)

    Termination Time ” means 5:00 p.m. (Toronto time) on the Termination Date;

         
      (zz)

    this Subscription Receipt Agreement ”, “ this Agreement ”, “ hereto ”, “ hereunder ”, “ hereof ”, “ herein ”, “ hereby ” and similar expressions mean or refer to this Subscription Receipt Agreement and any Agreement, deed or instrument supplemental or ancillary hereto, and the expressions “ article ”, “ section ”, “ subsection ”, “ paragraph ”, “ subparagraph ”, “ clause ” and “ subclause ” followed by a number mean the specified article, section, subsection, paragraph, subparagraph, clause or subclause of this Agreement;

         
      (aaa)

    Transaction ” means the Corporation’s acquisition, directly or indirectly, of all of the shares and inter-company indebtedness of the Denison US Group, pursuant to the terms and conditions of the Arrangement Agreement;



    - 7 -

      (bbb)

    Unit ” means a unit of the Corporation issuable on the conversion of a Subscription Receipt; each Unit consisting of one Common Share and one- half of one Warrant;

         
      (ccc)

    United States ” means the United States as that term is defined in Regulation S;

         
      (ddd)

    U.S. Legend ” has the meaning attributed thereto in Section 4.05(b) hereof;

         
      (eee)

    U.S. Person ” means a “U.S. Person” as that term is defined in Regulation S;

         
      (fff)

    U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;

         
      (ggg)

    Warrant ” means a Common Share purchase warrant entitling the holder thereof to acquire one Common Share at a price of $0.265 per Common Share until June 21, 2015 issued pursuant to the warrant indenture between the Corporation and CIBC Mellon Trust Company governing the terms and conditions of the Warrants;

         
      (hhh)

    White Canyon ” means White Canyon Uranium Limited, a corporation existing under the laws of Australia; and

         
      (iii)

    Written Order of the Corporation ”, “ Written Request of the Corporation ”, “ Written Consent of the Corporation ”, “ Written Direction of the Corporation ” and “ Certificate of the Corporation ” mean a written order, request, consent, direction and certificate, respectively, signed in the name of the Corporation by any director or officer of the Corporation or by any other individual to whom such signing authority is delegated by the directors from time to time, and may consist of one or more instruments so executed respectively.

    Section 1.02 Words Importing the Singular

      (a)

    Words Importing the Singular : Words importing the singular include the plural and vice versa and words importing a particular gender or neuter include both genders and neuter.

         
      (b)

    Interpretation Not Affected by Headings, Etc. : The division of this Agreement into articles, sections, subsections, paragraphs, subparagraphs, clauses and subclauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

         
      (c)

    Day Not a Business Day : If the day on or before which any action which would otherwise be required to be taken hereunder is not a Business Day in the place where the action is required to be taken, that action will be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.



    - 8 -

      (d)

    Time of the Essence : Time will be of the essence in all respects in this Agreement and with respect to the Subscription Receipt Certificates.

         
      (e)

    Currency : Except as otherwise stated, all dollar amounts herein and in the Subscription Receipt Certificates are expressed in Canadian dollars.

    Section 1.03 Applicable Law

    This Agreement, any amendment, addendum or supplement hereto, and all other documents relating hereto shall be governed by and construed in accordance with the internal laws of the Province of Ontario, and the federal laws of Canada applicable therein, governing contracts made and to be performed wholly therein, and without reference to its principles governing the choice or conflict of laws. The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute related to or arising from this Agreement.

    ARTICLE TWO
    THE SUBSCRIPTION RECEIPTS

    Section 2.01 Creation and Issue of Subscription Receipts

      (a)

    Creation of Subscription Receipts : 35,500,500 Subscription Receipts entitling the holders thereof to be issued an aggregate of 35,500,500 Units, consisting of 35,500,500 Common Shares and 17,750,250 Warrants, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price of $0.23 for each Subscription Receipt.

         
      (b)

    Certification of Subscription Receipts : Upon the issue of the Subscription Receipts and upon receipt of the issue price therefor, Subscription Receipt Certificates issued to purchasers resident in the United States shall be executed by the Corporation and delivered to the Subscription Receipt Agent, manually certified by the Subscription Receipt Agent upon the Written Order of the Corporation and delivered by the Subscription Receipt Agent to the Corporation or to the order of the Corporation pursuant to a Written Direction of the Corporation, without any further act of or formality on the part of the Corporation and without the Subscription Receipt Agent receiving any consideration therefor. The Corporation shall direct the Subscription Receipt Agent to proceed by way of a non-certificated issue with respect to the Subscription Receipts to be issued to non-U.S. purchasers. Such Subscription Receipts will be registered in the name of and deposited with CDS or its nominee in the BEO System.



    - 9 -

    Section 2.02 Terms of Subscription Receipts

      (a)

    Conversion Terms : Each Subscription Receipt issued hereunder will entitle the holder thereof, upon the automatic conversion thereof in accordance with the provisions of Article Four hereof, and without payment of any additional consideration, to be issued one Common Share and one-half of one Warrant.

         
      (b)

    Cancellation : In the event that (i) the Release Notice is not delivered to the Subscription Receipt Agent prior to the Termination Time or (ii) a Termination Notice is delivered to the Subscription Receipt Agent by the Corporation, then all of the Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of Subscription Receipt Certificates), be cancelled by the Subscription Receipt Agent and holders of Subscription Receipts shall thereafter have no rights thereunder except to receive, and the Subscription Receipt Agent shall pay to such holders from the Escrow Funds, an amount equal to $0.23 per Subscription Receipt together with any pro-rata interest accrued and actually earned thereon (less any withholding tax required to be withheld in respect thereof) in accordance with subsection 6.03(b) hereof. In the event the Escrow Funds are not sufficient to reimburse the Subscription Receiptholders as per this subsection, the Corporation will contribute to the Escrow Funds such amount as may be necessary to satisfy any shortfall.

    Section 2.03 Form of Subscription Receipt Certificates

      (a)

    Form : The Subscription Receipt Certificates (including the certificate of the Subscription Receipt Agent endorsed thereon) will be substantially in the form of the certificate attached hereto as Schedule A, will be dated as of the date hereof, will bear such distinguishing letters and numbers, with the approval of the Subscription Receipt Agent, and such legends as the Corporation may prescribe, and will be issuable in any whole number denomination.

         
      (b)

    Production : The Subscription Receipt Certificates may be engraved, lithographed or printed (the expression “printed” including for purposes hereof both original typewritten material as well as mimeographed, mechanically, photographically, photostatically or electronically reproduced, typewritten or other written material), or partly in one form and partly in another, as the Corporation may determine.

         
      (c)

    U.S. Legends : Certificates representing Subscription Receipts originally issued to a U.S. Person, a Person in the United States or to a Person purchasing for the account or benefit of a U.S. Person or a Person in the United States, as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts, shall bear the U.S. Legend.



    - 10 -

      (d)

    Canadian Legends : Certificates representing Subscription Receipts issued to a Person, other than a U.S. Person, a Person in the United States or to a Person for the account or benefit of a U.S. Person or a Person in the United States, as well as certificates issued in exchange for or in substitution of thereof, shall bear the following legends:


    “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2012.”

    and such other legend or legends required by Regulatory Authorities or the Exchange.

    Section 2.04 Signing of Subscription Receipt Certificates

      (a)

    Signing Officers : The Subscription Receipt Certificates shall be signed by any one officer or any one director of the Corporation or by any other individual to whom such signing authority is delegated by the directors of the Corporation from time to time.

         
      (b)

    Signatures : The signature of any officer or director of the Corporation or any individual referred to in subsection 2.04(a) hereof may be a manual signature, engraved, lithographed or printed in facsimile and Subscription Receipt Certificates bearing such facsimile signature will, subject to Section 2.05 hereof, be binding on the Corporation as if they had been manually signed by such officer or director of the Corporation or individual.

         
      (c)

    No Longer Officer : Notwithstanding that any individual whose manual or facsimile signature appears on a Subscription Receipt Certificate as one of the officers or directors of the Corporation referred to in subsection 2.04(a) hereof no longer holds the same or any other office with, or is no longer a director of, the Corporation at the date of issue of any Subscription Receipt Certificate or at the date of certification or delivery thereof, such Subscription Receipt Certificate will, subject to Section 2.05 hereof, be valid and binding on the Corporation.

    Section 2.05 Certification by Subscription Receipt Agent

      (a)

    Certification : No Subscription Receipt Certificate will be issued or, if issued, will be valid or entitle the holder to the benefits hereof until it has been certified by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the certificate attached hereto as Schedule A or in such other form as may be approved by the Subscription Receipt Agent. The certification by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Corporation that such Subscription Receipt Certificate has been issued hereunder and that the holder thereof is entitled to the benefits hereof.



    - 11 -

      (b)

    Certification No Representation : The certification by the Subscription Receipt Agent on any Subscription Receipt Certificate issued hereunder will not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or such Subscription Receipt Certificate (except the due certification thereof) or as to the performance by the Corporation of the obligations thereof under this Agreement, and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of any Subscription Receipt Certificate or of the consideration therefor, except as otherwise specified herein.

    Section 2.06 Subscription Receipts to Rank Pari Passu

    All Subscription Receipts will rank pari passu whatever may be the actual dates of issue of the Subscription Receipt Certificates by which they are represented.

    Section 2.07 Issue in Substitution for Lost Certificates, Etc.

      (a)

    Substitution : If any Subscription Receipt Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law and to subsection 2.07(b) hereof, will issue, and thereupon the Subscription Receipt Agent will certify and deliver, a new Subscription Receipt Certificate of like tenor and bearing the same legends as the one mutilated, lost, destroyed or stolen in exchange for and in place of and on surrender and cancellation of such mutilated certificate or in lieu of and in substitution for such lost, destroyed or stolen certificate.

         
      (b)

    Cost of Substitution : The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.07 shall bear the reasonable cost of the issue thereof and in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof:


      (i)

    furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate to be replaced as is satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably;

         
      (ii)

    if so requested, furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably; and

         
      (iii)

    pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

    Section 2.08 Subscription Receiptholder not a Shareholder

    Nothing in this Agreement or in the holding of a Subscription Receipt represented by a Subscription Receipt Certificate, or otherwise, shall be construed as conferring on any Subscription Receiptholder any right or interest whatsoever as a shareholder of the Corporation, including but not limited to, any right to vote at, to receive notice of, or to attend any meeting of shareholders or any other proceeding of the Corporation or any right to receive any dividend or other distribution.


    - 12 -

    Section 2.09 Global Subscription Receipts

      (a)

    Global Subscription Receipts : Until the termination of the BEO System, Subscription Receipt Certificates, other than those issued to a U.S. Person, a Person in the United States or a Person purchasing for the account or benefit of a U.S. Person or a Person in the United States (who will receive individual Subscription Receipt Certificates bearing the U.S. Legend), will only be issued in the form of one or more global Subscription Receipt Certificates (the “ Global Subscription Receipts ”) which will be registered in the name of and deposited with CDS or its nominee.

         
      (b)

    BEO System : Until the termination of the BEO System, owners of the beneficial interests in the Subscription Receipts, other than those issued to a U.S. Person, a person in the United States or a person purchasing for the account or benefit of a U.S. Person or a person in the United States (who will receive individual certificates), shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in Subscription Receipts represented by the Global Subscription Receipts will be represented only through the BEO System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and procedures and applicable securities laws. Neither the Corporation nor the Subscription Receipt Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies in accordance with CDS’ rules and procedures.

         
      (c)

    Rights of Subscription Receiptholders : All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are represented by the Global Subscription Receipts, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with CDS’ rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a number and/or a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite number and/or percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are represented by the Global Subscription Receipts shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and/or the CDS participants or upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.



    - 13 -

      (d)

    Notices and Terminations : For so long as Subscription Receipts are represented by the Global Subscription Receipts, if any notice or other communication is required to be given to such Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications (i) to CDS and (ii) if required by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , to such proximate intermediaries who are required to be given such notices and communications and who will notify beneficial owners as required by such instrument.

         
      (e)

    Termination : If CDS notifies the Corporation or the Subscription Receipt Agent that it is unwilling or unable to continue as depository in connection with the Global Subscription Receipts, or if at any time CDS ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor, the Corporation shall direct CDS to surrender the Global Subscription Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the names and in the amounts specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

         
      (f)

    Legend . For so long as Subscription Receipts are represented by the Global Subscription Receipts, the certificates representing such receipts shall bear the following legend, or such other legend as may be prescribed by CDS from time to time:


    “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENERGY FUELS INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”



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    ARTICLE THREE
    REGISTRATION AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES

    Section 3.01 Registration of Subscription Receipts

      (a)

    Register : The Corporation shall cause to be kept by the Subscription Receipt Agent, at its principal office in Toronto, Ontario a register of holders in which shall be entered the names and addresses of the holders of Subscription Receipts and particulars of the Subscription Receipts held by them.

         
      (b)

    Inspection : The registers referred to in subsection 3.01(a) hereof, and any branch register maintained pursuant to subsection 3.01(c) hereof, will at all reasonable times during the regular business hours of the Subscription Receipt Agent be open for inspection by the Corporation and any Subscription Receiptholder. The Subscription Receipt Agent will from time to time when requested to do so in writing by the Corporation or any Subscription Receiptholder (upon payment of the reasonable charges of the Subscription Receipt Agent) furnish the Corporation or such Subscription Receiptholder with a list of the names and addresses of holders of Subscription Receipts entered on such registers and showing the number of Subscription Receipts held by each such holder.

         
      (c)

    Location of Registers : The Corporation may at any time and from time to time change the place at which the registers referred to in subsection 3.01(a) hereof are kept, cause branch registers of holders to be kept, in each case subject to the approval of the Subscription Receipt Agent, at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all such changes or closures shall be given by the Corporation to the Subscription Receipt Agent and to the holders of Subscription Receipts in accordance with Section 11.01(c) hereof.



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    Section 3.02 Exchange of Subscription Receipt Certificates

      (a)

    Exchange : One or more Subscription Receipt Certificates may at any time prior to the Termination Time, on compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for one or more Subscription Receipt Certificates of different denominations representing in the aggregate the same number of Subscription Receipts as the Subscription Receipt Certificate or Subscription Receipt Certificates being exchanged.

         
      (b)

    Place of Exchange : Subscription Receipt Certificates may be exchanged only at the principal office of the Subscription Receipt Agent in Toronto, Ontario or at any other place designated by the Corporation with the approval of the Subscription Receipt Agent.

         
      (c)

    Cancellation : Any Subscription Receipt Certificate tendered for exchange pursuant to this Section 3.02 shall be surrendered to the Subscription Receipt Agent and cancelled.

         
      (d)

    Execution : The Corporation will sign all Subscription Receipt Certificates in accordance with Section 2.04 hereof necessary to carry out exchanges pursuant to this Section 3.02 and such Subscription Receipt Certificates will be certified by the Subscription Receipt Agent.

         
      (e)

    Subscription Receipt Certificates : Subscription Receipt Certificates exchanged for Subscription Receipt Certificates that bear any of the legends set forth in Section 2.03 hereof shall bear the same legends.

    Section 3.03 No Charges for Exchange

    No charge will be levied on a presenter of a Subscription Receipt Certificate pursuant to this Agreement for the exchange of any Subscription Receipt Certificate.

    Section 3.04 Ownership of Subscription Receipts

      (a)

    Owner : The Corporation and the Subscription Receipt Agent may deem and treat the person in whose name any Subscription Receipt is registered as the name appears on the Register, as the absolute owner of such Subscription Receipt for all purposes, and such person will for all purposes of this Agreement and the Subscription Receipts be and be deemed to be the absolute owner thereof, and the Corporation and the Subscription Receipt Agent will not be affected by any notice or knowledge to the contrary except as required by statute or by order of a court of competent jurisdiction.



    - 16 -

      (b)

    Rights of Registered Holder : The registered holder of any Subscription Receipt will be entitled to the rights represented thereby free from all equities and rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly, and the issue and delivery to any such registered holder of the Common Shares issuable pursuant thereto (or the payment of amounts payable in respect thereof pursuant to Section 2.02(b)) will be a good discharge to the Corporation and the Subscription Receipt Agent therefor and neither the Corporation nor the Subscription Receipt Agent will be bound to inquire into the title of any such registered holder.

    Section 3.05 Transfer of Subscription Receipts

    The Subscription Receipts are not transferable without the prior written consent of the Corporation.

    ARTICLE FOUR
    CONVERSION OF SUBSCRIPTION RECEIPTS

    Section 4.01 Conversion by Subscription Receipt Agent

      (a)

    Conversion by Subscription Receipt Agent : Upon receipt by the Subscription Receipt Agent of the Release Notice pursuant to Section 4.01(c) hereof, all Subscription Receipts will be automatically converted by the Subscription Receipt Agent for and on behalf of the holder thereof and the holder thereof shall, without any action on the part of the holder thereof (including the surrender of any Subscription Receipt Certificate), be deemed to have subscribed for the Common Shares and Warrants comprising the Units issuable upon the conversion of such holder’s Subscription Receipts.

         
      (b)

    Rights on Conversion by Subscription Receipt Agent : The holder of any Subscription Receipt converted pursuant to subsection 4.01(a) hereof shall have no rights thereunder except the right to receive the certificates representing the Common Shares and Warrants comprising the Units issuable upon conversion of the Subscription Receipts. Notwithstanding the above, BEO System certificates representing the Common Shares and Warrants may be issued in registered form to CDS or its nominee, as registered global securities to be deposited with CDS on the Release Date, in which case the holders of Common Shares and Warrants will not receive physical certificates representing the holder’s Common Shares and Warrants, or the Corporation may proceed by way of a non-certificated issue, with Common Shares and Warrants to be registered in the name of and deposited with CDS or its nominee in the BEO System.

         
      (c)

    Delivery of Release Notice : Immediately prior to the closing of the Transaction, the Corporation will deliver to the Lead Agent a Release Notice duly executed by the Corporation. Upon receipt of the Release Notice from the Corporation, the Lead Agent will review the Release Notice and, unless the Lead Agent in good faith contests any of the statements contained therein, the Lead Agent will, immediately prior to the closing of the Transaction:



    - 17 -

      (i)

    execute the Release Notice in acknowledgement thereof; and

         
      (ii)

    deliver the Release Notice, jointly executed by the Corporation and the Lead Agent, to the Subscription Receipt Agent.


      (d)

    Direction of Subscription Receipt Agent : The holders of Subscription Receipts hereby irrevocably authorize and direct the Subscription Receipt Agent to convert the Subscription Receipts pursuant to subsection 4.01(a) hereof.

         
      (e)

    Release of Escrow Funds : Upon receipt of the Release Notice jointly executed by the Corporation and the Lead Agent and conversion of the Subscription Receipts in accordance with Section 4.01(c) hereof, the Subscription Receipt Agent will release the Proceeds in accordance with Section 6.03(a) hereof.

    Section 4.02 Effect of Conversion

      (a)

    Effect of Conversion : Upon the conversion of any Subscription Receipts in accordance with Section 4.01(a) and Section 4.01(c) hereof, the Subscription Receipt Certificates shall be cancelled and of no further force or effect, and the Common Shares and Warrants comprising the Units thereby issuable will be deemed to have been validly issued and allotted, and the person or persons to whom such Common Shares and Warrants are to be issued will be deemed to have become the holder or holders of record thereof, on the Conversion Date, unless the transfer registers for the Common Shares and Warrants are closed on that date, in which case such Common Shares and Warrants will be deemed to have been issued and such person or persons will be deemed to have become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Common Shares and Warrants will be issued on the basis of the number of Common Shares and Warrants to which such person or persons were entitled on the Conversion Date. The certificates representing the Common Shares and Warrants which are issued to a holder of Subscription Receipts upon the conversion of Subscription Receipts by the Subscription Receipt Agent pursuant to subsection 4.01(a) hereof shall be issued in the name of such holder.

         
      (b)

    Mailing of Certificates : Within three Business Days after the Conversion Date, the Subscription Receipt Agent shall mail to the person or persons the certificates in whose name or names the Common Shares and Warrants thereby issued have been issued at their respective addresses thereof.



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    Section 4.03 No Fractional Common Shares

    After the aggregation of the number of Common Shares and Warrants to be issued to each holder of Subscription Receipts and on the conversion of the Subscription Receipts, the Corporation will not be obligated to issue any fraction of a Common Share. A Subscription Receiptholder shall not be entitled to receive a cash payment or any other compensation in respect of any fraction of a Common Share and any such fraction shall be rounded down to the next whole number of Common Shares.

    Section 4.04 Recording

    The Subscription Receipt Agent will record the particulars of each Subscription Receipt converted, which particulars will include the name and address of each person to whom the Common Shares and Warrants are thereby issued, the number of Common Shares and Warrants so issued and the Conversion Date in respect thereof. Within five Business Days after the Conversion Date the Subscription Receipt Agent will provide such particulars in writing to the Corporation.

    Section 4.05 Securities Restrictions

      (a)

    General : No Common Shares or Warrants will be issued pursuant to the conversion of any Subscription Receipt if the issue of such Common Shares or Warrants would constitute a violation of the securities laws of any jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Common Shares and Warrants thereby issued will bear such legend or legends as may, in the opinion of counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are then listed, provided that if, at any time, in the opinion of counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares and Warrants in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends.

         
      (b)

    U.S. Legend : Until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable securities laws and regulations of the states or other U.S. jurisdictions, certificates representing Subscription Receipts and certificates representing Common Shares and Warrants issued upon the exercise of such Subscription Receipts in accordance with this Agreement (and each Subscription Receipt Certificate and Common Share and Warrant Certificate issued in exchange therefore or in substitution or transfer thereof) originally issued to a U.S. Person, a Person in the United States or to a Person purchasing for the account or benefit of a U.S. Person or a Person in the United States shall bear the following legend (the “ U.S. Legend ”):



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    UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2012.

     

    THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES, IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO THE COMPANY’S TRANSFER AGENT AND, IN THE CASE OF TRANSFERS PURSUANT TO (B) ABOVE, THE COMPANY’S TRANSFER AGENT MAY REQUIRE SUCH A LEGAL OPINION.

     

    DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.



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    ARTICLE FIVE
    COVENANTS

    Section 5.01 General Covenants

    The Corporation covenants with the Subscription Receipt Agent and the Lead Agent that so long as any Subscription Receipts remain outstanding:

      (a)

    Maintenance : The Corporation will use its commercially reasonable efforts to at all times maintain its corporate existence, carry on and conduct its business, and that of its material subsidiaries, in a proper, efficient and business-like manner and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles.

         
      (b)

    Reservation of Common Shares : The Corporation will reserve and conditionally allot for the purpose and keep available sufficient unissued Common Shares to enable it to satisfy its obligations on the conversion of the Subscription Receipts and the exercise of the Warrants issuable upon conversion of the Subscription Receipts.

         
      (c)

    Issue of Common Shares and Warrants : The Corporation will cause the Common Shares and Warrants comprising the Units to be issued pursuant to the conversion of the Subscription Receipts in accordance with the provisions of this Agreement and the terms hereof and all Common Shares that are issued on the conversion of the Subscription Receipts will be fully paid and non- assessable shares of the Corporation.

         
      (d)

    Open Registers : The Corporation will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 3.01 hereof as required by such section and will not take any action or omit to take any action which would have the effect of preventing the Subscription Receiptholders from receiving any of the Common Shares and Warrants issued upon conversion.

         
      (e)

    Filings : The Corporation will make all requisite filings, including filings with appropriate Regulatory Authorities if required, in connection with the conversion of the Subscription Receipts and the issue of the Common Shares and Warrants in connection therewith.

         
      (f)

    Reporting Issuer : The Corporation will make all requisite filings, including filings under applicable laws to remain a reporting issuer in each of the provinces and territories of Canada in which it is currently a reporting issuer, or the equivalent thereof.

         
      (g)

    Termination Notice : The Corporation will forthwith provide written notice (the “ Termination Notice ”) to the Subscription Receipt Agent and the Lead Agent and cause a copy thereof to be sent to each holder of Subscription Receipts if the Arrangement Agreement is terminated for any reason prior to the Escrow Release Deadline and in connection with the Termination Notice the Corporation shall direct the Subscription Receipt Agent by a Written Direction of the Corporation to return all Proceeds and any interest accrued and actually earned thereon since the Effective Date to the Subscription Receiptholders.



    - 21 -

      (h)

    Notice of Termination Date : If the Release Notice shall not have been provided in accordance with the provisions hereof on or prior to the Termination Date, the Corporation shall send or cause to be sent to each holder of Subscription Receipts written notice advising of that fact and that the Subscription Receipts have been cancelled in accordance with Section 2.02(b), and such notice shall be sent within three Business Days after the Termination Date.

         
      (i)

    Record Dates : The Corporation shall provide at least 14 days’ written notice to each holder of Subscription Receipts of any record date to be set or declared by the Corporation with respect to any meeting or written resolution of holders of Common Shares.

         
      (j)

    General Performance : Generally, the Corporation will well and truly perform and carry out all acts and things to be done by it as provided in this Agreement or in order to consummate the transactions contemplated hereby.

         
      (k)

    SEC Matters : The Corporation confirms that as at the date of execution of this Agreement it (i) does not have a class of securities registered pursuant to Section 12 of the Exchange Act or have a reporting obligation pursuant to Section 15(d) of the Exchange Act; and (ii) is exempt from the reporting requirements of the Exchange Act pursuant to Rule 12g3-2(b) under the Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act; (ii) it ceases to be a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act; or (iii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers’ certificate (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

         
      (l)

    Reorganizations and Share Issuances : Except as contemplated by the Transaction and the Share Consolidation, the Corporation will not do any of the following:



    - 22 -

      (i)

    issue common shares of the Corporation or securities convertible or exchangeable into common shares of the Corporation other than pursuant to (A) the conversion of the Subscription Receipts; (B) the exercise of any other securities exercisable to acquire Common Shares outstanding at the date hereof; or (C) pursuant to the terms of the Arrangement Agreement;

         
      (ii)

    (A) subdivide or redivide the outstanding common shares of the Corporation into a greater number of Common Shares (B) consolidate, reduce or combine the outstanding Common Shares into a lesser number of common shares or (C) reclassify the outstanding common shares of the Corporation, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation;

         
      (iii)

    issue, distribute or dividend to all or substantially all of the holders of Common Shares (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares (B) evidence of the Corporation’s indebtedness or (C) any property or other assets; or

         
      (iv)

    undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation or (B) any sale, lease, exchange or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to any other Person or entity other than a direct or indirect wholly-owned subsidiary of the Corporation or a liquidation, dissolution or winding-up of the Corporation.

    Any notices or deliveries required to be provided to holders of Subscription Receipts hereunder shall be sent by prepaid mail or delivery to each holder of Subscription Receipts at the address of such holder appearing on the register of Subscription Receipts maintained hereunder.

    Section 5.02 Remuneration and Expenses of Subscription Receipt Agent

    The Corporation will pay to the Subscription Receipt Agent from time to time reasonable remuneration for the services thereof hereunder and will, on the request of the Subscription Receipt Agent, pay to or reimburse the Subscription Receipt Agent for all reasonable expenses, disbursements and advances made or incurred by the Subscription Receipt Agent in the administration or execution of the duties and obligations hereof (including reasonable compensation and disbursements of its counsel and other advisers and assistants not regularly in the employment thereof), both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder have been finally and fully performed, except any such expense, disbursement or advance that arises out of or results from gross negligence, wilful misconduct or bad faith of the Subscription Receipt Agent. In no event shall any amount payable to the Subscription Receipt Agent hereunder be paid out of the Proceeds or accrued interest thereon unless the Proceeds and accrued interest are, at the time of payment, payable to the Corporation.


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    Section 5.03 Notice of Issue

    The Corporation will give written notice of and make all requisite filings respecting the issue of securities pursuant to the conversion of the Subscription Receipts, in such detail as may be required, to each Regulatory Authority in each jurisdiction in Canada in which there is legislation or regulations requiring the giving of any such notice in order that such issue of securities and the subsequent disposition of the securities so issued will not be subject to the prospectus requirements, if any, of such legislation or regulations.

    Section 5.04 Performance of Covenants by Subscription Receipt Agent

    If the Corporation fails to perform any of the obligations thereof under this Agreement, the Subscription Receipt Agent may notify the Subscription Receiptholders of such failure or may itself perform any of such obligations capable of being performed by the Subscription Receipt Agent, but under no obligation to do so, and the Subscription Receipt Agent will notify the Subscription Receiptholders that it is so doing. All amounts expended or advanced by the Subscription Receipt Agent in so doing will be repayable as provided in Section 5.02 hereof. No such performance, expenditure or advance by the Subscription Receipt Agent will relieve the Corporation of any default or of its continuing obligations hereunder.

    ARTICLE SIX
    DEPOSIT OF PROCEEDS AND
    CANCELLATION OF SUBSCRIPTION RECEIPTS

    Section 6.01 Deposit of Proceeds in Trust

    The Initial Escrowed Proceeds shall be deposited by the Agents with the Subscription Receipt Agent by way of one or more electronic wire transfers or certified cheques and retained by the Subscription Receipt Agent in a segregated account in accordance with the provisions of this Article Six. The Corporation acknowledges and agrees that it is a condition of the payment by the holders of Subscription Receipts of the issue price therefor that the Initial Escrowed Proceeds are held by the Subscription Receipt Agent in accordance with the provisions of this Article Six. The Corporation and the Lead Agent each further acknowledges and confirms that it has no interest in the Initial Escrowed Proceeds or in the interest accrued thereon unless and until the Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Initial Escrowed Proceeds and the interest accrued thereon for the benefit of the holders of Subscription Receipts and, upon the delivery of the Release Notice to the Subscription Receipt Agent, retroactively for the benefit of the Corporation and the Lead Agent in accordance with the provisions of this Article Six.

    Section 6.02 Investment of Initial Escrowed Proceeds

    Upon receipt of a direction from the Corporation, the Subscription Receipt Agent shall invest the Escrow Funds in Authorized Investments in its name in accordance with such direction. Any direction from the Corporation to the Subscription Receipt Agent shall be in writing and shall be provided to the Subscription Receipt Agent no later than 9:00 a.m. on the day on which the investment is to be made. Any such direction received by the Subscription Receipt Agent after 9:00 a.m ET. or received on a non-Business Day, shall be deemed to have been given prior to 9:00 a.m ET. the next Business Day. Any direction from the Corporation for the release of the Escrow Funds must be received prior to 11:00 a.m. ET on the day on which the release of funds is to be made. Any such direction for the release of funds received after 11:00 a.m. ET or on a non-Business Day, will be handled on a commercially reasonable efforts basis and may result in Escrow Funds being released on the next Business Day. For the purpose hereof, “ Authorized Investments ” means short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province or a Canadian chartered bank (which may include an Affiliate or related party of the Subscription Receipt Agent) provided that such obligation is rated at least R1 (middle) by DBRS Inc. or an equivalent rating service.


    - 24 -

    In the event that the Subscription Receipt Agent does not receive a direction or receives only a partial direction, the Subscription Receipt Agent may hold cash balances constituting part or all of the Escrow Fund and may, but need not, invest same in its deposit department, the deposit department of one of its Affiliates, or the deposit department of a Canadian chartered bank; but the Subscription Receipt Agent, its Affiliates or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Subscription Receipt Agreement or to any other person or entity other than at a rate, if any, established from time to time by the Subscription Receipt Agent, its Affiliates or a Canadian chartered bank. For the purpose of this Section, “ Affiliate ” means affiliated companies within the meaning of the Business Corporations Act (Ontario) and includes Canadian Imperial Bank of Commerce, CIBC Mellon Global Securities Services Company and The Bank of New York Mellon and each of their Affiliates.

    Section 6.03 Release of Escrow Funds

    The Subscription Receipt Agent shall release the Escrow Funds by certified cheque, bank draft or wire transfer, as follows in the following circumstances:

      (a)

    in the event that the Release Notice is delivered to the Subscription Receipt Agent prior to the Termination Time, then the Escrow Funds will be released as follows immediately after the Release Time:


      (i)

    an amount representing the balance owing of the Agents’ Commission plus any interest accrued and actually earned thereon shall be released by the Subscription Receipt Agent to the Lead Agent; and

         
      (ii)

    all of the remaining Escrow Funds shall be released by the Subscription Receipt Agent to or at the direction of the Corporation;

    all as provided for in the Release Notice; and

      (b)

    in the event that a Termination Notice is delivered to the Subscription Receipt Agent or in the event that the Release Notice has not been received by the Subscription Receipt Agent prior to the Termination Time, then the Subscription Receipt Agent shall pay the amount of $0.23 per SubscriptionReceipt, together with any pro-rata interest earned thereon, less any withholding tax required to be withheld in respect thereof (based on an opinion from the Corporation’s counsel confirming the same), to all holders of the Subscription Receipts, and shall forthwith mail or deliver, or cause to be mailed or delivered, to each Subscription Receiptholder a cheque in the amount payable at the address on the register of holders of Subscription Receipts provided herein.



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    Section 6.04 Proceeds Held in Trust

    In addition to the other rights granted to holders of Subscription Receipts in this Agreement, until the earlier of the Termination Date and the first Business Day following the Release Date each holder of Subscription Receipts has a claim against the Proceeds held by the Subscription Receipt Agent in the amount equal to $0.23 for each Subscription Receipt held by such holder, which claim shall subsist until such time as the Common Shares and Warrants comprising the Units issuable upon the conversion of such Subscription Receipt are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination and the first Business Day following the Release Date, the Corporation (i) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Corporation seeking relief on behalf thereof as a debtor, or to adjudicate the Corporation a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of the Corporation or the debts of the Corporation under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for the Corporation or any substantial part of the property and assets the Corporation or the Corporation takes any corporate action to authorize any of the actions set forth above, or (ii) the Corporation shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Corporation or any substantial part of its property and assets the Corporation or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Corporation or a distress or execution or any similar process is levied or enforced against such property and assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, the right of each holder of Subscription Receipts to be issued Common Shares and Warrants upon the conversion of the Subscription Receipts of such holder will terminate and such holder will be entitled to assert a claim against the Proceeds by the Subscription Receipt Agent in an amount equal to $0.23 for each Subscription Receipt held by such holder plus pro-rata interest earned thereon less any withholding tax required to be withheld in respect thereof.

    Section 6.05 Role as Subscription Receipt Agent

    The Subscription Receipt Agent accepts its duties and responsibilities under this Agreement solely as a custodian, bailee and agent, and no trust is intended to be, or is or will be, created hereby and the Subscription Receipt Agent shall owe no duty hereunder as a trustee.

    Section 6.06 Representation Regarding Third Party Interests

    Each Party to this Agreement (in this Section 6.06 referred to as a “ Representing Party ”) hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Subscription Receipt Agent a declaration of third party interest in the Subscription Receipt Agent’s prescribed form in accordance with Section 9 of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and Regulations thereto, or in such other form as may be satisfactory to it, as to the particulars of such third party.


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    Section 6.07 Method of Disbursement and Delivery

      (a)

    Disbursements : All disbursements of money made in accordance with the provisions of this Article may be made by wire transfer as may be directed by the holders, the Corporation or the Agents, and if not so directed, by certified cheque drawn upon a Canadian Schedule I chartered bank or by official cheque drawn upon the account of the Subscription Receipt Agent made payable to or to the order of the persons entitled to disbursement and in the correct amount (less all withholding tax required to be withheld in respect thereof and based on an opinion of the Corporation’s counsel). All fees associated with the disbursement of money made in accordance with the provisions of this Article shall be borne by the Corporation.

         
      (b)

    Delivery : If the Subscription Receipt Agent delivers any such wire transfer or certified cheque as required under Section 6.07(a), the Subscription Receipt Agent shall have no further obligation or liability for the amount represented thereby, unless any such certified cheque is not paid on due presentation; provided that in the event of the non-receipt of such wire transfer or certified cheque by the payee, or the loss or destruction of such certified cheque, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and funding and indemnity reasonably satisfactory to it, shall initiate a new wire transfer or issue to such payee a replacement certified cheque for the amount of such wire transfer or certified cheque.

    ARTICLE SEVEN
    ENFORCEMENT

    Section 7.01 Suits by Subscription Receiptholders

    All or any of the rights conferred on the holder of any Subscription Receipt by the terms of the Subscription Receipt Certificate representing such Subscription Receipt or of this Agreement may be enforced by such holder by appropriate legal proceedings but without prejudice to the right which is hereby conferred on the Subscription Receipt Agent to proceed in the name thereof or on behalf of the holders of Subscription Receipts to enforce each and every provision herein contained for the benefit of the Subscription Receiptholders.


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    Section 7.02 Limitation of Liability

    The obligations hereunder are not personally binding on, nor will resort hereunder be had to the private property of, any past, present or future director, shareholder, officer, employee or agent of the Corporation, but only the property of the Corporation shall be bound in respect hereof.

    ARTICLE EIGHT
    |
    MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

    Section 8.01 Right to Convene Meetings

      (a)

    Convening of Meeting : The Subscription Receipt Agent may at any time and from time to time convene a meeting of the Subscription Receiptholders, and will do so on receipt of a Written Request of the Corporation or a Subscription Receiptholders’ Request and on being funded and indemnified to its reasonable satisfaction by the Corporation or by one or more of the Subscription Receiptholders signing such Subscription Receiptholders’ Request against the costs which it may incur in connection with calling and holding such meeting.

         
      (b)

    Failure to Convene : If the Subscription Receipt Agent fails, within five Business Days after receipt of such written request of the Corporation or Subscription Receiptholders’ Request, funding and indemnification, to give notice convening a meeting, the Corporation or any of such Subscription Receiptholders, as the case may be, may convene such meeting.

         
      (c)

    Place of Meeting : Every such meeting will be held in Toronto, Ontario or such other place as is approved or determined by the Subscription Receipt Agent and the Corporation.

    Section 8.02 Notice

      (a)

    Notice : At least 21 days notice of any meeting must be given to the Subscription Receiptholders, to the Subscription Receipt Agent (unless the meeting has been called by it) and to the Corporation (unless the meeting has been called by it).

         
      (b)

    Contents : The notice of the meeting must state the time when and the place where the meeting is to be held and must state briefly the general nature of the business to be transacted thereat, but it will not be necessary for the notice to set out the terms of any resolution to be proposed or any of the provisions of this Article.

    Section 8.03 Chairman

    Some person (who need not be a Subscription Receiptholder) designated in writing by the Subscription Receipt Agent will be chairman of the meeting or, if no person is so designated or the person so designated is not present within 15 minutes after the time fixed for the holding of the meeting, the Subscription Receiptholders present in person or by proxy may choose some person present to be chairman.


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    Section 8.04 Quorum

      (a)

    Quorum : Subject to the provisions of Section 8.13 hereof, at any meeting of Subscription Receiptholders a quorum will consist of Subscription Receiptholders present in person or by proxy at the commencement of the meeting holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding.

         
      (b)

    No Quorum : If a quorum of Subscription Receiptholders is not present within 30 minutes after the time fixed for holding a meeting, the meeting, if summoned by Subscription Receiptholders or on a Subscription Receiptholders’ Request, will be dissolved, but, subject to Section 8.13 hereof, in any other case will be adjourned to the third following Business Day at the same time and place and no notice of the adjournment need be given.

         
      (c)

    Adjourned Meeting : At the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened notwithstanding the number of Subscription Receipts that they hold.

    Section 8.05 Power to Adjourn

    The chairman of a meeting at which a quorum of the Subscription Receiptholders is present may, with the consent of the meeting, adjourn the meeting, and no notice of such adjournment need be given except as the meeting prescribes.

    Section 8.06 Show of Hands

    Every question submitted to a meeting, other than an Extraordinary Resolution, will be decided in the first place by a majority of the votes given on a show of hands and, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority will be conclusive evidence of the fact.

    Section 8.07 Poll

      (a)

    Extraordinary Resolution : On every Extraordinary Resolution, and on every other question submitted to a meeting on which a poll is directed by the chairman or requested by one or more Subscription Receiptholders acting in person or by proxy and holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, a poll will be taken in such manner as the chairman directs.



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      (b)

    Other : Questions other than those required to be determined by Extraordinary Resolution will be decided by a majority of the votes cast on the poll.

    Section 8.08 Voting

    On a show of hands each person present and entitled to vote, whether as a Subscription Receiptholder or as proxy for one or more absent Subscription Receiptholders, or both, will have one vote, and on a poll each Subscription Receiptholder present in person or represented by a proxy duly appointed by instrument in writing will be entitled to one vote in respect of each Subscription Receipt held by such holder. A proxy need not be a Subscription Receiptholder.

    Section 8.09 Regulations

      (a)

    Ability to Make : The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make or vary such regulations as it thinks fit:

           
      (i)

    for the form of instrument appointing a proxy, the manner in which it must be executed and verification of the authority of a person who executes it on behalf of a Subscription Receiptholder;

           
      (ii)

    governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited;

           
      (iii)

    generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereof; and

           
      (iv)

    for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the meeting is to be held and for voting pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting.

    Any regulations so made will be binding and effective and the votes given in accordance therewith will be valid and will be counted.

      (b)

    Recognition : Except as such regulations provide, the only persons who will be recognized at a meeting as the holders of any Subscription Receipts, or as entitled to vote or, subject to Section 8.10 hereof, to be present at the meeting in respect thereof, will be the registered holders of such Subscription Receipts or persons holding proxies on their behalf.



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    Section 8.10 The Corporation and Subscription Receipt Agent may be Represented

    The Corporation and the Subscription Receipt Agent by their respective employees, officers or directors, and the counsel of the Corporation and the Subscription Receipt Agent, may attend any meeting of Subscription Receiptholders, but will have no vote as such.

    Section 8.11 Powers Exercisable by Ordinary Resolution

    In addition to all other powers conferred on them by the other provisions of this Agreement or by law, the Subscription Receiptholders who hold in the aggregate more than 50% of the total number of Subscription Receipts at the time outstanding will have the power at a meeting, exercisable from time to time by Ordinary Resolution, to approve a maximum 30-day extension of the Escrow Release Deadline.

    Section 8.12 Powers Exercisable by Extraordinary Resolution

    In addition to all other powers conferred on them by the other provisions of this Agreement or by law, the Subscription Receiptholders at a meeting will have the power, exercisable from time to time by Extraordinary Resolution:

      (a)

    to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right of the Subscription Receiptholders or, with the reasonable consent of the Subscription Receipt Agent, of the Subscription Receipt Agent in its capacity as agent hereunder or on behalf of the Subscription Receiptholders against the Corporation, whether such right arises under this Agreement or otherwise, which shall be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any agreement supplemental hereto in connection therewith;

         
      (b)

    to amend, alter or repeal any Extraordinary Resolution previously passed;

         
      (c)

    subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or authorize the Subscription Receipt Agent to enforce any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders in any manner specified in the Extraordinary Resolution;

         
      (d)

    to direct or authorize the Subscription Receipt Agent to refrain from enforcing any obligation or right referred to in clause (c) of this Section 8.11;

         
      (e)

    to waive and direct the Subscription Receipt Agent to waive any default by the Corporation in complying with any provision of this Agreement, either unconditionally or on any condition specified in the Extraordinary Resolution;

         
      (f)

    to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Extraordinary Resolution;



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      (g)

    to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders;

         
      (h)

    to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by him in connection therewith;

         
      (i)

    to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receiptholders to concur in and execute any ancillary or supplemental Agreement embodying the change or omission;

         
      (j)

    to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; and

         
      (k)

    from time to time and at any time to remove the Subscription Receipt Agent and appoint a successor Subscription Receipt Agent.

    Section 8.13 Meaning of “Extraordinary Resolution”

      (a)

    Meaning : The expression “ Extraordinary Resolution ” when used in this Agreement means, subject to the provisions of this Section and of Section 8.16 and Section 8.17 hereof, a motion proposed at a meeting of Subscription Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article Eight at which there are present in person or by proxy Subscription Receiptholders holding in the aggregate more than 25% of the total number of Subscription Receipts then outstanding and passed by the affirmative votes of Subscription Receiptholders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts represented at the meeting and voted on the motion.

         
      (b)

    Quorum : If, at a meeting called for the purpose of passing an Extraordinary Resolution, the quorum required by Section 8.13(a) hereof is not present within 30 minutes after the time appointed for the meeting, the meeting, if convened by Subscription Receiptholders or on a Subscription Receiptholders’ Request, will be dissolved, but in any other case will stand adjourned to such day, being not less than five Business Days or more than ten Business Days later, and to such place and time, as is appointed by the chairman.

         
      (c)

    Notice : Not less than three Business Days’ notice must be given to the Subscription Receiptholders of the time and place of such adjourned meeting.



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      (d)

    Form of Notice : The notice must state that at the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars.

         
      (e)

    Quorum at Adjourned Meeting : At the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened, and a motion proposed at such adjourned meeting and passed by the requisite vote as provided in Section 8.13(a) hereof will be an Extraordinary Resolution within the meaning of this Agreement notwithstanding that Subscription Receiptholders holding in the aggregate 25% of the total number of Subscription Receipts outstanding may not be present.

         
      (f)

    Poll : Votes on an Extraordinary Resolution must always be given on a poll and no demand for a poll on an Extraordinary Resolution will be necessary.

    Section 8.14 Powers Cumulative

    Any one or more of the powers, and any combination of the powers, in this Agreement stated to be exercisable by the Subscription Receiptholders by Extraordinary Resolution or otherwise, may be exercised from time to time, and the exercise of any one or more of such powers or any combination of such powers from time to time will not prevent the Subscription Receiptholders from exercising such power or powers or combination of powers thereafter from time to time.

    Section 8.15 Minutes

    Minutes of all resolutions passed and proceedings taken at every meeting of the Subscription Receiptholders will be made and duly entered in books from time to time provided for such purpose by the Subscription Receipt Agent at the expense of the Corporation, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or such proceedings were taken, will be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been so made, entered and signed will be deemed to have been duly convened and held, and all resolutions passed and proceedings taken thereat to have been duly passed and taken.

    Section 8.16 Instruments in Writing

    Any action that may be taken and any power that may be exercised by Subscription Receiptholders at a meeting held as provided in this Article Eight may also be taken and exercised by Subscription Receiptholders who hold in the aggregate more than 50% of the total number of Subscription Receipts at the time outstanding or in the case of an Extraordinary Resolution, Subscription Receiptholders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts at the time outstanding, by their signing, each in person or by attorney duly appointed in writing, an instrument in writing in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement includes a resolution embodied in an instrument so signed.


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    Section 8.17 Binding Effect of Resolutions

    Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article Eight at a meeting of Subscription Receiptholders will be binding on all Subscription Receiptholders, whether present at or absent from the meeting and whether voting for or against the resolution or abstaining, and every instrument in writing signed by Subscription Receiptholders in accordance with Section 8.16 hereof will be binding on all Subscription Receiptholders, whether signatories thereto or not, and every Subscription Receiptholder and the Subscription Receipt Agent (subject to the provisions for its indemnity herein contained) will be bound to give effect accordingly to every such resolution and instrument in writing.

    Section 8.18 Holdings by the Corporation and Subsidiaries Disregarded

    In determining whether Subscription Receiptholders holding the required total number of Subscription Receipts are present in person or by proxy for the purpose of constituting a quorum, or have voted or consented to a resolution, Extraordinary Resolution, consent, waiver, Subscription Receiptholders’ Request or other action under this Agreement, a Subscription Receipt held by the Corporation or by a subsidiary of the Corporation will be deemed to be not outstanding. The Corporation shall provide the Subscription Receipt Agent with a certificate of the Corporation providing details of any Subscription Receipts held by the Corporation or by a subsidiary of the Corporation upon the written request of the Subscription Receipt Agent.

    ARTICLE NINE
    SUPPLEMENTAL AGREEMENTS AND SUCCESSOR CORPORATIONS

    Section 9.01 Provision for Supplemental Agreements for Certain Purposes

    From time to time the Corporation (when authorized by the directors) and the Subscription Receipt Agent may, with the prior consent of the Lead Agent, such consent not to be unreasonably withheld, subject to the provisions hereof, and will when so directed hereby, execute and deliver by their proper officers Agreements or instruments supplemental hereto, which thereafter will form part hereof, for any or all of the following purposes:

      (a)

    adding hereto such additional covenants and enforcement provisions as in the opinion of counsel are necessary or advisable, and are not in the opinion of the Subscription Receipt Agent, relying on opinion of counsel, prejudicial to the interest of the Subscription Receiptholders;

         
      (b)

    giving effect to any Extraordinary Resolution passed as provided in Article Eight hereof;

         
      (c)

    adding to, deleting or altering the provisions hereof in respect of the conversion of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates that does not affect the substance thereof;



    - 34 -

      (d)

    modifying any provision of this Agreement (including, without limitation, making any modification which increases the number or amount of Common Shares issuable pursuant to the Subscription Receipts) or relieving the Corporation from any obligation, condition or restriction herein contained, except that no such modification or relief will be or become operative or effective if in the opinion of counsel it would impair any right of the Subscription Receiptholders or of the Subscription Receipt Agent, and the Subscription Receipt Agent may in its uncontrolled discretion decline to enter into any such supplemental Agreement which in its opinion will not afford adequate protection to the Subscription Receipt Agent when it becomes operative; and

         
      (e)

    for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguity, defective or inconsistent provision, error or omission herein, if in the opinion of counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders are not prejudiced thereby.

    Section 9.02 Successor Corporations

    In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety, or substantially as an entirety, to another corporation or other entity, the successor corporation or other entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) will be bound by the provisions hereof and for the due and punctual performance and observance of each and every covenant and obligation contained in this Agreement to be performed by the Corporation and will execute and deliver to the Subscription Receipt Agent a supplemental Agreement and such other instruments as are satisfactory in form to the Subscription Receipt Agent and in the opinion of counsel are necessary or advisable to evidence the express assumption by the successor corporation of such obligations.

    ARTICLE TEN
    CONCERNING SUBSCRIPTION RECEIPT AGENT

    Section 10.01 Rights and Duties of Subscription Receipt Agent

      (a)

    Duty of Subscription Receipt Agent : In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. The Subscription Receipt Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and in the absence of any such notice the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice shall in no way limit any discretion herein given to the Subscription Receipt Agent to determine whether or not the Subscription Receipt Agent shall take action with respect to any default.



    - 35 -

      (b)

    No Relief From Liability : No provision of this Agreement will be construed to relieve the Subscription Receipt Agent from liability for its own grossly negligent act, wilful misconduct or bad faith.

         
      (c)

    Actions : The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding in connection herewith including, without limitation, for the purpose of enforcing any right of the Subscription Receipt Agent or the Subscription Receiptholders hereunder is on the condition that the Subscription Receipt Agent shall have received a Subscription Receiptholders’ Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take and, when required by notice to the Subscription Receiptholders by the Subscription Receipt Agent, the Subscription Receipt Agent is furnished by one or more Subscription Receiptholders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and hold it harmless against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

         
      (d)

    Funding : No provision of this Agreement will require the Subscription Receipt Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless it is so indemnified and funded.

         
      (e)

    Deposit of Subscription Receipts : The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Subscription Receiptholders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipt Certificates held by them, for which certificates the Subscription Receipt Agent will issue receipts.

         
      (f)

    Restriction : Every provision of this Agreement that relieves the Subscription Receipt Agent of liability or entitles it to rely on any evidence submitted to it is subject to the provisions of Applicable Legislation.

         
      (g)

    Right not to Act / Right to Resign : The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Subscription Receipt Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Corporation and the Lead Agent, provided (i) that the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance and (ii) that, if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such 10-day period, then such resignation shall not be effective.



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    Section 10.02 Evidence, Experts and Advisers

      (a)

    Evidence : In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation will furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as is prescribed by Applicable Legislation or as the Subscription Receipt Agent reasonably requires by written notice to the Corporation.

         
      (b)

    Reliance by Subscription Receipt Agent : In the exercise of any right or duty hereunder the Subscription Receipt Agent, if it is acting in good faith, may act and rely, as to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Subscription Receipt Agent pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Subscription Receipt Agent, if such evidence complies with Applicable Legislation and the Subscription Receipt Agent examines such evidence and determines that it complies with the applicable requirements of this Agreement.

         
      (c)

    Statutory Declaration : Whenever Applicable Legislation requires that evidence referred to in Section 10.02(a) hereof be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a Certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chairman, President and Chief Executive Officer, Chief Financial Officer or Secretary of the Corporation or by any other officer(s) or director(s) of the Corporation to whom such authority is delegated by the directors from time to time. In addition, the Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, direction, instruction, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.



    - 37 -

      (d)

    Proof of Execution : Proof of the execution of any document or instrument in writing, including a Subscription Receiptholders’ Request, by a Subscription Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Subscription Receipt Agent considers adequate and in respect of a corporate Subscription Receiptholder, shall include a certificate of incumbency of such Subscription Receiptholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

         
      (e)

    Experts : The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers, or other experts or advisers as it reasonably requires for the purpose of determining and discharging its rights and duties hereunder and may pay the reasonable remuneration and disbursements for all services so performed by any of them, without taxation of costs of any counsel, and will not be responsible for any misconduct or negligence on the part of any of them who has been selected with due care by the Subscription Receipt Agent. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees of such counsel, accountants, appraisers, or other experts or advisors. The Subscription Receipt Agent may act and rely and shall be protected in acting or not acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraisers or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

    Section 10.03 Documents, Money, Etc. held by Subscription Receipt Agent

      (a)

    Safekeeping : Any security, document of title or other instrument that may at any time be held by the Subscription Receipt Agent subject to the provisions of this Agreement hereof may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank or deposited for safekeeping with any such bank.

         
      (b)

    Interest : Except in the circumstances described in Section 6.02 and Section 6.03 hereof, all interest received by the Subscription Receipt Agent in respect of such deposits and investments will belong to the Corporation.

    Section 10.04 Action by Subscription Receipt Agent to Protect Interests

    The Subscription Receipt Agent will have power to institute and to maintain such actions and proceedings as it considers necessary or expedient to protect or enforce its interests and the interests of the Subscription Receiptholders.


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    Section 10.05 Subscription Receipt Agent not Required to Give Security

    The Subscription Receipt Agent will not be required to give any bond or security in respect of the execution of the duties and obligations and powers of this Agreement.

    Section 10.06 Protection of Subscription Receipt Agent

      (a)

    Protection : By way of supplement to the provisions of any law for the time being relating to subscription receipt agents, it is expressly declared and agreed that:


      (i)

    the Subscription Receipt Agent will not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 10.08 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates or other representation of the Subscription Receipt Agent made herein or therein), but all such statements or recitals are and will be deemed to be made by the Corporation;

         
      (ii)

    nothing herein contained will impose on the Subscription Receipt Agent any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;

         
      (iii)

    the Subscription Receipt Agent will not be bound to give notice to any person of the execution hereof;

         
      (iv)

    the Subscription Receipt Agent will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach by the Corporation of any obligation or covenant herein contained or of any act of any director, officer, employee or agent of the Corporation;

         
      (v)

    the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and in the Subscription Receipts and generally may contract and enter into financial transactions with the Corporation or any related corporation without being liable to account for any profit made thereby;

         
      (vi)

    the Subscription Receipt Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof;

         
      (vii)

    if the Subscription Receipt Agent delivers any cheque as required hereunder, the Subscription Receipt Agent shall have no further obligation or liability for the amount represented thereby, unless any such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and, if required by the Subscription Receipt Agent, an indemnity reasonably satisfactory to it, shall issue to such payee a replacement cheque for the amount of such cheque; and



    - 39 -

      (viii)

    the Subscription Receipt Agent will disburse funds in accordance with the provisions hereof only to the extent that funds have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit with the Subscription Receipt Agent at the time of disbursement.


      (b)

    Indemnity : In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation agrees to indemnify the Subscription Receipt Agent, its agents, employees, directors and officers (each an “ Indemnified Person ”), and save each Indemnified Person harmless from all liabilities, suits, damages, costs, expenses and actions which may be brought against or suffered by it arising out of or connected with the performance by the Subscription Receipt Agent of its duties hereunder except to the extent that such liabilities, suits, damages, costs and actions are attributable to the gross negligence, wilful misconduct or bad faith of the Subscription Receipt Agent or an Indemnified Person. Notwithstanding any other provision hereof, this indemnity shall survive any removal or resignation of the Subscription Receipt Agent, discharge of this Agreement and termination of any duties and obligations hereunder.

    Section 10.07 Replacement of Subscription Receipt Agent

      (a)

    Resignation : The Subscription Receipt Agent may resign and be discharged from all further duties and liabilities hereunder, except as provided in this Section, by giving to the Corporation, the Lead Agent and the Subscription Receiptholders not less than 60 days notice in writing or, if a new Subscription Receipt Agent has been appointed, such shorter notice as the Corporation accepts as sufficient provided that such resignation and discharge shall be subject to the appointment of a successor thereto in accordance with the provisions hereof.

         
      (b)

    Removal : The Subscription Receiptholders by Extraordinary Resolution may at any time remove the Subscription Receipt Agent and appoint a new Subscription Receipt Agent.

         
      (c)

    Appointment of New Subscription Receipt Agent : If the Subscription Receipt Agent so resigns or is so removed or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation will forthwith appoint a new Subscription Receipt Agent unless a new Subscription Receipt Agent has already been appointed by the Subscription Receiptholders.



    - 40 -

      (d)

    Failure to Appoint : Failing such appointment by the Corporation, the retiring Subscription Receipt Agent or any Subscription Receiptholder may apply at the expense of the Corporation to the Superior Court of Ontario, on such notice as the Court directs, for the appointment of a new Subscription Receipt Agent.

         
      (e)

    New Subscription Receipt Agent : Any new Subscription Receipt Agent appointed under this Section must be a corporation authorized to carry on the business of a transfer agent or trust company in Ontario and, if required by the Applicable Legislation of any other province, in such other province. On any such appointment the new Subscription Receipt Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of counsel, are necessary or advisable for the purpose of assuring the transfer of such powers, rights, duties and responsibilities to the new Subscription Receipt Agent including, without limitation, an appropriate instrument executed by the new Subscription Receipt Agent accepting such appointment and, at the request of the Corporation, the predecessor Subscription Receipt Agent shall, upon payment of its outstanding remuneration and expenses, execute and deliver to the new Subscription Receipt Agent an appropriate instrument transferring to such new Subscription Receipt Agent all rights and powers of the Subscription Receipt Agent hereunder, and shall duly assign, transfer and deliver to the new Subscription Receipt Agent all securities, property and all records kept by the predecessor Subscription Receipt Agent hereunder or in connection therewith. Any new Subscription Receipt Agent so appointed by the Corporation or by the Court will be subject to removal as aforesaid by the Subscription Receiptholders and by the Corporation.

         
      (f)

    Notice of New Subscription Receipt Agent : On the appointment of a new Subscription Receipt Agent, the Corporation will promptly give notice thereof to the Subscription Receiptholders in accordance with Section 11.02(a) hereof.

         
      (g)

    Successor Subscription Receipt Agent : A corporation into or with which the Subscription Receipt Agent is merged or consolidated or amalgamated, or a corporation succeeding to the business of the Subscription Receipt Agent, will be the successor to the Subscription Receipt Agent hereunder without any further act on its part or on the part of any party hereto if such corporation would be eligible for appointment as a new Subscription Receipt Agent under Section 10.07(e) hereof.



    - 41 -

      (h)

    Certificates : A Subscription Receipt Certificate certified but not delivered by a predecessor Subscription Receipt Agent may be delivered by the new or successor Subscription Receipt Agent in the name of the predecessor Subscription Receipt Agent or successor Subscription Receipt Agent.

    Section 10.08 Conflict of Interest

    The Subscription Receipt Agent represents to the Corporation that at the time of the execution and delivery hereof no material conflict of interest exists between its role as an agent hereunder and its role in any other capacity and if a material conflict of interest arises hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the conflict of interest or resign its duties and obligations hereunder.

    Section 10.09 Acceptance of Duties and Obligations

    The Subscription Receipt Agent hereby accepts the duties and obligations in this Agreement declared and provided for and agrees to perform them on the terms and conditions herein set forth. The Subscription Receipt Agent accepts the duties and responsibilities under this Agreement solely as custodian, bailee and agent. No trust is intended to be or will be created hereby and the Subscription Receipt Agent shall owe no duties hereunder as a trustee.

    ARTICLE ELEVEN
    GENERAL

    Section 11.01 Notice to the Corporation and Subscription Receipt Agent

      (a)

    Corporation : Unless herein otherwise expressly provided, a notice to be given hereunder to the Corporation or the Subscription Receipt Agent will be validly given if delivered or if sent by registered letter, postage prepaid, or if sent by facsimile transmission (if receipt of such transmission is confirmed):


      (i)

    if to the Corporation:

         
     

    Energy Fuels Inc.

     

    Attn: Stephen P. Antony

     

    President and Chief Executive Officer

      2 Toronto Street
     

    Suite 500

     

    Toronto, Ontario M5C 2B6
    Facsimile: (416) 214 2810;

         
     

    with a copy to:

         
     

    Borden Ladner Gervais LLP

     

    Attn: Mark F. Wheeler

      40 King Street West, Scotia Plaza, Suite 4400
     

    Toronto, Ontario M5H 3Y4
    Facsimile: (416) 361-7376;



    - 42 -

      (ii)

    if to the Lead Agent, to:

         
     

    c/o Dundee Securities Ltd.

     

    Attn: David G. Anderson

     

    Vice Chairman, Investment Banking

      1 Adelaide Street East
     

    Suite 2700

     

    Toronto, Ontario M5C 2V9
    Facsimile: (416) 849-1380;

         
     

    with a copy to:

         
     

    Fraser Milner Casgrain LLP

     

    Attn: Abbas Ali Khan

      77 King Street West
     

    Suite 400

     

    Toronto, Ontario M5X 1B2
    Facsimile: (416) 863-4592; and

         
      (iii)

    if to the Subscription Receipt Agent:

         
     

    CIBC Mellon Trust Company
    c/o Canadian Stock Transfer Company
    Attn: Christopher de Lima

      320 Bay Street, 3rd Floor
     

    Toronto, ON M5H 4A6

     

    Facsimile: 1-877-715-0494;

    and any such notice delivered or sent in accordance with the foregoing will be deemed to have been received on the date of delivery or facsimile transmission or, if mailed, on the second Business Day following the day of the mailing of the notice. The original of any document sent by facsimile transmission to the Subscription Receipt Agent shall be subsequently mailed to the Subscription Receipt Agent.

      (b)

    Change of Address : The Corporation or the Subscription Receipt Agent, as the case may be, may from time to time notify the other in the manner provided in Section 11.01(a) hereof of a change of address which, from the effective date of such notice and until changed by like notice, will be the address of the Corporation or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

         
      (c)

    Postal Interruption : If, by reason of a strike, lockout other work stoppage, actual or threatened, involving Canadian postal employees, a notice to be given to the Subscription Receipt Agent, the Lead Agent or to the Corporation hereunder could reasonably be considered unlikely to reach or likely to be



    - 43 -

    delayed in reaching its destination, the notice will be valid and effective only if it is delivered to an officer of the party to which it is addressed. Any notice delivered in accordance with the foregoing will be deemed to have been received on the date of delivery to such officer.

    Section 11.02 Notice to Subscription Receiptholders

      (a)

    Notice : Unless herein otherwise expressly provided, a notice to be given hereunder to Subscription Receiptholders will be deemed to be validly given if the notice is sent by ordinary surface or air mail, postage prepaid, addressed to the Subscription Receiptholders or delivered (or so mailed to certain Subscription Receiptholders and so delivered to the other Subscription Receiptholders) at their respective addresses appearing on any of the registers of holders described in Section 3.01 hereof, provided, however, that if, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, the notice could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is so delivered or is given by publication twice in the Report on Business Section in the national edition of

         
     

    The Globe and Mail .

         
      (b)

    Date of Notice : A notice so given by mail or so delivered will be deemed to have been given on the first Business Day after it has been mailed or on the day on which it has been delivered, as the case may be, and a notice so given by publication will be deemed to have been given on the day on which it has been published as required. In determining under any provision hereof the date when notice of a meeting or other event must be given, the date of giving notice will be included and the date of the meeting or other event will be excluded. Accidental error or omission in giving notice or accidental failure to mail notice to any Subscription Receiptholder will not invalidate any action or proceeding founded thereon.

    Section 11.03 Satisfaction and Discharge of Agreement

    If all the Common Shares and Warrants comprising the Units required to be issued in compliance with the provisions hereof have been issued hereunder in accordance with such provisions and if all payments required to be made in compliance with the provisions of this Agreement have been made in accordance with such provisions, this Agreement will cease to be of further effect and, on demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of the fees and other remuneration payable to the Subscription Receipt Agent, the Subscription Receipt Agent will execute proper instruments acknowledging the satisfaction of and discharging this Agreement.


    - 44 -

    Section 11.04 Sole Benefit of Parties and Subscription Receiptholders

    Nothing in this Agreement or the Subscription Receipt Certificates, expressed or implied, will give or be construed to give to any person other than the parties hereto and the Subscription Receiptholders, as the case may be, any legal or equitable right, remedy or claim under this Agreement or the Subscription Receipt Certificates, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Subscription Receiptholders.

    Section 11.05 Discretion of Directors

    Any matter provided herein to be determined by the directors will be determined by the directors in their sole discretion, acting reasonably, and a determination so made will be conclusive.

    Section 11.06 Agreement to Prevail

    To the extent of any discrepancy or inconsistency between the terms and conditions of this Agreement and the Subscription Receipt Certificate, the terms of this Agreement shall prevail.

    Section 11.07 Force Majeure

    No Party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 11.07.

    Section 11.08 Privacy Consent

    The Parties acknowledge that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

      (a)

    to provide the services required under this Agreement and other services that may be requested from time to time;

         
      (b)

    to help the Subscription Receipt Agent manage its servicing relationships with such individuals;

         
      (c)

    to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

         
      (d)

    if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.



    - 45 -

    Each party acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a Party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

    Section 11.09 Counterparts and Formal Date

    This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of their execution will be deemed to be dated as of this Agreement.


    - 46 -

    IN WITNESS WHEREOF the parties hereto have executed this Subscription Receipt Agreement as of the day and year first above written.

      ENERGY FUELS INC.
           
           
      By: (signed) “Stephen P. Antony”
        Name: Stephen P. Antony
        Title: President and Chief Executive Officer
           
           
      DUNDEE SECURITIES LTD.
           
           
      By: (signed) “David G. Anderson”
        Name: David G. Anderson
        Title: Vice Chairman, Investment Banking
           
           
      CIBC MELLON TRUST COMPANY
           
           
      By: (signed) “Pat Lee”
        Name: Pat Lee
        Authorized Signatory
           
           
      By: (signed) “T. Taccogna”
        Name: T. Taccogna
        Authorized Signatory



    SCHEDULE A TO THE SUBSCRIPTION RECEIPT AGREEMENT
    DATED JUNE 21, 2012 BETWEEN ENERGY FUELS INC.,
    DUNDEE SECURITIES LTD. AND
    CIBC MELLON TRUST COMPANY
     
    SUBSCRIPTION RECEIPT CERTIFICATE

    UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2012.

    [Certificates representing Subscription Receipts issued to U.S. Person, a Person in the United States or to Persons for the account or benefit of a U.S. Person or a Person in the United States, as well as all certificates issued in exchange for or in substitution thereof, must bear the following legend.]

    THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES, IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO THE COMPANY’S TRANSFER AGENT AND, IN THE CASE OF TRANSFERS PURSUANT TO (B) ABOVE, THE COMPANY’S TRANSFER AGENT MAY REQUIRE SUCH A LEGAL OPINION.

    DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

    [Certificates issued to CDS must bear the following legend.]

    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENERGY FUELS INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.


    - 2 -

    Certificate Number: ______________________ Number of Subscription Receipts: _________________________

    SUBSCRIPTION RECEIPTS

    Convertible for Units of Energy Fuels Inc.

    THIS IS TO CERTIFY THAT, for value received, ___________________ (the “ holder ”) is the registered holder of the number of Subscription Receipts (the “ Subscription Receipts ”) specified above of Energy Fuels Inc. (the “ Corporation ”) and is thereby entitled, without payment of any additional consideration, to receive Units (as defined in the Subscription Receipt Agreement hereinafter referred to) of the Corporation after the Release Date (as defined in the Subscription Receipt Agreement hereinafter referred to) on the basis of one Common Share and one-half of one Warrant for each Subscription Receipt.

    This Subscription Receipt Certificate represents Subscription Receipts of the Corporation issued under the provisions of a subscription receipt agreement (which agreement, together with all instruments supplemental or ancillary thereto, is herein referred to as the “ Subscription Receipt Agreement ”) dated as of June 21, 2012 between the Corporation, Dundee Securities Ltd. (the “ Lead Agent ”) and CIBC Mellon Trust Company (the “ Subscription Receipt Agent ”). Reference is hereby made for particulars of the rights of the holders of the Subscription Receipts, the Corporation and the Subscription Receipt Agent in respect thereof and of the terms and conditions upon which the Subscription Receipts are issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement were herein set forth in full, to all of which the holder, by acceptance hereof, assents. In the event of a conflict between the provisions of this Subscription Receipt Certificate and the Subscription Receipt Agreement, the terms of the Subscription Receipt Agreement shall govern. The Corporation will furnish to the holder, on request, a copy of the Subscription Receipt Agreement. Unless otherwise defined herein, words and terms with the initial letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement.

    The Subscription Receipts represented by this Subscription Receipt Certificate will be automatically converted by the Subscription Receipt Agent for and on behalf of the holder immediately upon receipt by the Subscription Receipt Agent of a Release Notice executed by the Corporation and the Lead Agent and the holder will be deemed to have subscribed for the Common Shares and Warrants issuable on the conversion of such Subscription Receipts without the taking of any action by the holder, including the surrender of this Subscription Receipt Certificate and the payment of additional consideration, which will thereupon be cancelled by the Subscription Receipt Agent. Upon the satisfaction of the Escrow Release Conditions immediately prior to the closing of the Transaction, the Corporation will deliver to the Lead Agent a Release Notice duly executed by the Corporation. Upon receipt of the Release Notice from the Corporation, the Agents will review the Release Notice and, unless the Lead Agent in good faith contest any of the statements contained therein, the Lead Agent will, immediately prior to the closing of the Transaction (i) execute the Release Notice in acknowledgement thereof; and (ii) deliver the Release Notice, jointly executed by the Corporation and the Lead Agent, to the Subscription Receipt Agent. For greater certainty, the Subscription Receipts represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing automatic conversion.


    - 3 -

    Pursuant to the Subscription Receipt Agreement, the Release Date is the date on which the Subscription Receipt Agent receives the Release Notice from the Corporation and the Lead Agent in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the completion of the Transaction.

    In the event that (i) the Release Notice is not delivered to the Subscription Receipt Agent prior to the Termination Time, or (ii) a Termination Notice is delivered to the Subscription Receipt Agent by either the Corporation or the Lead Agent, all of the Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of Subscription Receipt Certificates), be cancelled by the Subscription Receipt Agent and holders of Subscription Receipts shall thereafter have no rights thereunder except to receive, and the Subscription Receipt Agent shall pay to such holders from the Proceeds, an amount equal to $0.23 per Subscription Receipt, together with any interest accrued and actually earned thereon (less any withholding tax required to be withheld in respect thereof), all as more particularly set out in the Subscription Receipt Agreement.

    The holder of this Subscription Receipt is cautioned that in the event that the Subscription Receipts are deemed to be converted or are cancelled, certificates representing the Common Shares and Warrants or cheque, as the case may be, will be mailed or delivered to the latest address of record of the registered holder or to the direction of the registered holder.

    On and after the date of conversion of the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to receive certificates representing the Common Shares and Warrants comprising the Units issued upon the conversion thereof to such holder.

    The Corporation will not be obligated after the aggregation of the number of Common Shares to be issued to a holder of Subscription Receipts to issue any fraction of a Common Share on the conversion of Subscription Receipts. A holder of Subscription Receipts shall not be entitled to receive a cash payment or any other compensation in respect of any such fraction of a Common Share.

    No Common Shares or Warrants will be issued pursuant to the conversion of any Subscription Receipt if the issue of such security would constitute a violation of the securities laws of any applicable jurisdiction.

    The Subscription Receipt Agreement contains provisions making binding on all holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by holders of a specified majority of all outstanding Subscription Receipts.


    - 4 -

    On presentation at the principal office of the Subscription Receipt Agent in Toronto, Ontario subject to the provisions of the Subscription Receipt Agreement and on compliance with the reasonable requirements of the Subscription Receipt Agent, one or more Subscription Receipt Certificates may be exchanged at no cost to the holder for one or more Subscription Receipt Certificates of different denominations representing in the aggregate the same number of Subscription Receipts as the Subscription Receipt Certificate or Subscription Receipt Certificates being exchanged.

    The Subscription Receipts evidenced by this Subscription Receipt Certificate may not be transferred without the prior written consent of the Corporation.

    The holding of this Subscription Receipt Certificate will not constitute the holder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as otherwise provided in the Subscription Receipt Agreement.

    This Subscription Receipt Certificate will not be valid for any purpose until it has been certified by or on behalf of the Subscription Receipt Agent for the time being under the Subscription Receipt Agreement.

    Time is of the essence hereof.

    [remainder of page intentionally left blank]


    - 5 -

    IN WITNESS WHEREOF the Corporation has caused this Subscription Receipt Certificate to be signed by its officers or other individuals duly authorized in that behalf as of June 21, 2012.

      ENERGY FUELS INC.
         
      By:  

    This Subscription Receipt Certificate is one of the Subscription Receipt Certificates referred to in the Subscription Receipt Agreement.

    Countersigned ____________, 2012.

      CIBC MELLON TRUST COMPANY
         
      By:  



    SCHEDULE B TO THE SUBSCRIPTION RECEIPT AGREEMENT
    DATED JUNE 21, 2012 BETWEEN ENERGY FUELS INC.,
    DUNDEE SECURITIES LTD., AND
    CIBC MELLON TRUST COMPANY

    RELEASE NOTICE

    TO: CIBC MELLON TRUST COMPANY
       
    AND TO: DUNDEE SECURITIES LTD.

    Reference is made to the subscription receipt agreement dated June 21, 2012 (the “ Subscription Receipt Agreement ”) between Energy Fuels Inc. (the “ Corporation ”), Dundee Securities Ltd. (the “ Lead Agent ”) and CIBC Mellon Trust Company. Unless otherwise defined herein, words and terms with the initial letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement.

    The Corporation represents, warrants and confirms that:

      (a)

    all conditions, undertakings and other matters to be satisfied, completed and otherwise met prior to the completion of the Transaction have been satisfied, completed, waived or otherwise met, or are capable of being satisfied, completed or met, other than the satisfaction of closing conditions for which the release of the Escrow Funds is required, substantially in accordance with the Arrangement Agreement; and

         
      (b)

    the Corporation has received all necessary third party, shareholder, court, regulatory and other approvals to complete the Transaction.

    Accordingly:

      (a)

    in accordance with Section 2.02 of the Subscription Receipt Agreement, Subscription Receipts shall entitle the holders thereof, upon automatic conversion thereof in accordance with the provisions of the Subscription Receipt Agreement, to Common Shares and Warrants, which the Subscription Receipt Agent is hereby authorized and directed to issue in accordance with the terms of the Subscription Receipt Agreement; and

           
      (b)

    in accordance with Article Six of the Subscription Receipt Agreement, the Subscription Receipt Agent is hereby authorized and directed to:

           
      (i)

    release $ <> of the Escrow Funds to the Lead Agent by means of a bank draft, certified cheque or wire transfer payable to “Dundee Securities Ltd.” and in such denominations as the Lead Agent may advise in writing to the Subscription Receipt Agent; and

           
      (ii)

    release the balance of the Escrow Funds to the Corporation by means of a bank draft, certified cheque or wire transfer to the following accounts <> .



    - 2 -

    This Release Notice, which may be signed in counterparts and delivered by facsimile, is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

    Dated this _____ day of ____________, 2012.

      ENERGY FUELS INC.
         
      By:  

    Acknowledged as of the _____day of ____________, 2012.

      DUNDEE SECURITIES LTD.
         
      By:  



    Exhibit 99.52

    AGENCY AGREEMENT

    June 21, 2012
     
    Energy Fuels Inc.
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

    Attention: Stephen P. Antony
      President and Chief Executive Officer

    Dear Sirs/Mesdames:

    Re: Private Placement of Subscription Receipts

    Dundee Securities Ltd. (“ Dundee ”), Haywood Securities Inc., Scotia Capital Inc. and Versant Partners Inc. (collectively, the “ Agents ” and individually, each an “ Agent ”) understand that:

      (a)

    Energy Fuels Inc. (the “ Corporation ”) is authorized to issue an unlimited number of Common Shares (as hereinafter defined), an unlimited number of preferred shares issuable in series and an unlimited number of Series A preferred shares;

         
      (b)

    as at June 20, 2012, 214,336,818 Common Shares were outstanding as fully paid and non-assessable shares and an aggregate of 40,894,681 Common Shares were reserved for issue pursuant to outstanding options, warrants, share incentive plans, convertible and exchangeable securities, property agreements and other rights to acquire Common Shares, an aggregate of 425,441,494 Common Shares were reserved for issue in connection with the Acquisition (as hereinafter defined) and an aggregate of approximately 4,000,000 Common Shares were reserved for issuance in connection with the partial satisfaction of compensation payable to a financial advisor in connection with the Acquisition;

         
      (c)

    the Corporation is prepared to issue and sell up to 30,870,000 non-transferable subscription receipts of the Corporation, with an option to the Agents (the “ Over - Allotment Option ”), exercisable in whole or in part, at any time and from time to time, in the sole discretion of the Agents, at any time until 48 hours prior to the Closing Date by providing written notice, to sell up to an additional 4,630,500 Subscription Receipts, for a total maximum aggregate of 35,500,500 subscription receipts (collectively the “ Offered Securities ” or “ Subscription Receipts ” and individually an “ Offered Security ” or “ Subscription Receipt ”) at a price of $0.23 per Subscription Receipt for aggregate gross proceeds of up to $8,165,115 (assuming the exercise in full of the Over-Allotment Option) on the terms and subject to the conditions contained hereinafter; and

         
      (d)

    the Subscription Receipts will be created and issued under an agreement (the “ Subscription Receipt Agreement ”) to be entered into as of the Closing Date (as defined herein) among the Corporation, Dundee and the Subscription Receipt Agent (as defined herein). The gross proceeds from the sale of the Subscription Receipts less an amount representing fifty percent of the Agents’ Commission (as defined herein) will, upon Closing (as defined herein), be deposited into an interest-bearing escrow account of the Subscription Receipt Agent and held in escrow in accordance with the terms of the Subscription Receipt Agreement. The Escrowed Funds less an amount representing the balance of the Agents’ Commission will be released from escrow to the Corporation upon the Escrow Release Conditions (as defined herein) having been satisfied or waived to the satisfaction of Dundee, acting reasonably. Upon the terms and subject to the conditions contained in the Subscription Receipt Agreement, including satisfaction of the Escrow Release Conditions, each Subscription Receipt will convert into one unit of the Corporation (a “ Unit ”) with no further action required on the part of the holder, including the payment of additional consideration. Each Unit will consist of one Common Share (a “ Unit Share ”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant will be issued under the Warrant Indenture (as defined herein) and shall entitle the holder thereof to acquire one additional Common Share (a “ Warrant Share ”) at a price of $0.265 for a period of 36 months following the Closing Date. The Warrants will not be listed for trading.



    2

    Based upon the understanding of the Agents set out above and upon the terms and subject to the conditions contained hereinafter, upon the acceptance hereof by the Corporation, the Corporation hereby appoints the Agents to act as the sole and exclusive agents of the Corporation to solicit, on a “reasonable commercial efforts” agency basis, offers to purchase the Offered Securities, and the Agents hereby agree to act as such agents. It is understood and agreed that the Agents are under no obligation to purchase any of the Offered Securities, although any Agent may subscribe for and purchase from the Corporation any Offered Securities if it so desires.

    The terms and conditions of this Agreement are as follows:

    1.

    Definitions, Interpretation and Schedules

       

    (a)

    Definitions : Whenever used in this Agreement:

     

    (i)

    “Acquiring Person” has the meaning ascribed to such term in the Rights Plan;

     

     

     

     

    (ii)

    “Acquisition” has the meaning ascribed to such term in section 7 hereof;

     

     

     

     

    (iii)

    “Agents” means Dundee Securities Ltd., Haywood Securities Inc., Scotia Capital Inc. and Versant Partners Inc., collectively;

     

     

     

     

    (iv)

    “Agreement” means the agreement resulting from the acceptance by the Corporation of the offer made by the Agents herein, including the schedules attached hereto, as amended or supplemented from time to time;

     

     

     

     

    (v)

    “Ancillary Documents” means all agreements, indentures, certificates and documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by this Agreement or the Subscription Agreements and includes, without limitation, the Subscription Agreements, the Subscription Receipt Agreement and the Warrant Indenture;



    3

     

    (vi)

    “Arrangement Agreement” has the meaning ascribed to such term in section 7 hereof;

     

     

     
     

    (vii)

    “Auditor” means KPMG LLP, Chartered Accountants, the auditor of the Corporation;

     

     

     
     

    (viii)

    “BLM” means the U.S. Bureau of Land Management;

     

     

     
     

    (ix)

    “Business Day” means a day (other than a Saturday, Sunday or statutory holiday) on which Canadian chartered banks are open for the transaction of regular business in the City of Toronto, Ontario;

     

     

     
     

    (x)

    “Canadian Offering Jurisdictions” means the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec;

     

     

     
     

    (xi)

    “Closing” means the closing of the purchase and sale of the Offered Securities subscribed for by the Purchasers pursuant to the Subscription Agreements on the Closing Date;

     

     

     
     

    (xii)

    “Closing Date” means June 21, 2012 or such other date as the Corporation and the Agents may mutually agree upon in writing ;

     

     

     
     

    (xiii)

    “Closing Time” means on or about 10:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agents may mutually agree upon in writing;

     

     

     
     

    (xiv)

    “Common Shares” means the common shares in the capital of the Corporation;

     

     

     
     

    (xv)

    “Corporation’s Financial Statements” means (i) the audited consolidated financial statements of the Corporation for the financial years ended September 30, 2011 and September 30, 2010; and (ii) the unaudited condensed consolidated interim financial statements for the six month period ended March 31, 2012;

     

     

     
     

    (xvi)

    “Corporation” means Energy Fuels Inc., a corporation existing under the Business Corporations Act (Ontario) and includes any successor corporation thereto;

     

     

     
     

    (xvii)

    “CRA” means the Canada Revenue Agency;

     

     

     
     

    (xviii)

    “Denison” means Denison Mines Corp., a corporation existing under the Business Corporations Act (Ontario) and includes any successor corporation thereto;

     

     

     
     

    (xix)

    “Denison Acquired Debt” means all indebtedness of the Denison US Group owing to Denison and the subsidiaries of Denison other than the Denison US Group;



    4

     

    (xx)

    “Denison Disclosure Memorandum” means the disclosure memorandum delivered by Denison to the Corporation, as amended or supplemented from time to time, in connection with the Acquisition;

     

     

     

     

    (xxi)

    “Denison Due Diligence” has the meaning ascribed thereto in subsection 9(vv) hereof;

     

     

     

     

    (xxii)

    “Denison Material Entities” means each of DMHC, White Canyon, Denison Mines (USA) Corp., Denison White Mesa LLC, Denison Henry Mountains LLC, Denison Colorado Plateau LLC, Denison Arizona Strip LLC and Utah Energy Corporation;

     

     

     

     

    (xxiii)

    “Denison Material Properties” means those properties material to the Denison US Group, taken as a whole, as more particularly described in Schedule “D” to the Denison Disclosure Memorandum;

     

     

     

     

    (xxiv)

    “Denison Purchased Shares” means, collectively, all of the issued and outstanding shares of White Canyon and all of the issued and outstanding shares of DMHC (other than the shares of DMHC held by White Canyon);

     

     

     

     

    (xxv)

    “Denison US Assets” means, collectively, the Denison Purchased Shares and the Denison Acquired Debt;

     

     

     

     

    (xxvi)

    “Denison US Group” means, collectively, DHMC, White Canyon and each of the direct and indirect subsidiaries of DMHC;

     

     

     

     

    (xxvii)

    “Denison US Mining Division” means all of Denison’s mineral exploration, development and mining assets and operations located in the United States of America owned directly or indirectly by the Denison US Group;

     

     

     

     

    (xxviii)

    “DMHC” means Denison Mines Holding Corp., a corporation existing under the laws of Delaware;

     

     

     

     

    (xxix)

    “Dundee” means Dundee Securities Ltd.;

     

     

     

     

    (xxx)

    “Energy Queen Mine” means the mine project of the Corporation located approximately three miles west of the town of LaSal, Utah, consisting of a core property of 702 acres of land in sections 6 and 7, T29S, R24E, SLPM, in San Juan County, Utah;

     

     

     

     

    (xxxi)

    “Escrow Deadline” has the meaning ascribed thereto in section 7 hereof;

     

     

     

     

    (xxxii)

    “Escrowed Funds” has the meaning ascribed thereto in section 7 hereof;

     

     

     

     

    (xxxiii)

    “Escrow Release Conditions” has the meaning ascribed thereto in section 7 hereof;

     

     

     

     

    (xxxiv)

    “Escrow Release Time” has the meaning ascribed thereto in section 7 hereof;

     

     

     

     

    (xxxv)

    “Expenses” has the meaning ascribed thereto in section 13 hereof;



    5

     

    (xxxvi)

    “Farmer Girl Property” means the mineral property of the Corporation located in Montrose County, Colorado and is comprised of 22 patented and unpatented mining claims on land managed by the BLM, covering approximately 235 acres;

     

     

     

     

    (xxxvii)

    “Flip-In Event” has the meaning ascribed thereto in the Rights Plan;

     

     

     

     

    (xxxviii)

    “IFRS” means International Financial Reporting Standards;

     

     

     

     

    (xxxix)

    “Information” means all information regarding the Corporation that the Corporation has made, or makes, publicly available together with all information prepared by the Corporation and provided to the Agents or to potential purchasers of the Offered Securities, if any, and includes, but is not limited to, all material change reports, press releases and financial statements of the Corporation;

     

     

     

     

    (xl)

    “Material Properties” means, collectively, (i) the Whirlwind Mine; (ii) the Energy Queen Mine; (iii) the San Rafael Project; (iv) the Sage Plain Project; (v) the Piñon Ridge Mill Site; (vi) the Sheep Mountain Project; (vii) the Farmer Girl Property; (viii) the Torbyn Property; and (ix) the Willhunt Property.

     

     

     

     

    (xli)

    “Material Subsidiaries” means, collectively, (i) Energy Fuels Resources Corporation, a corporation existing under the laws of the State of Colorado, U.S.; (ii) Magnum Uranium Corp., a corporation existing under the laws of the province of British Columbia; (iii) Magnum Minerals USA Corp., a corporation existing under the laws of the State of Nevada, U.S.; (iv) Titan Uranium Inc., a corporation existing under the federal laws of Canada; (v) Uranium Power Corp., a corporation existing under the laws of the province of British Columbia; and (vi) Energy Fuels Wyoming Inc., a corporation existing under the laws of the State of Nevada, U.S.;

     

     

     

     

    (xlii)

    “Offered Securities” means the up to 35,500,500 Subscription Receipts to be issued and sold at the Purchase Price under the Offering;

     

     

     

     

    (xliii)

    “Offering” means the offering for sale by the Corporation on a private placement commercially reasonable efforts agency basis of the Offered Securities;

     

     

     

     

    (xliv)

    “Offering Jurisdictions” means, collectively, (i) the Canadian Offering Jurisdictions; (ii) the United States; and (iii) other jurisdictions outside of Canada and the United States as may be mutually agreed upon by the Agents and the Corporation where the Offered Securities are offered to prospective purchasers on a basis which does not require the qualification or registration of the Offered Securities;

     

     

     

     

    (xlv)

    “Ontario Act” means the Securities Act (Ontario) and the regulations thereunder, together with the instruments, policies, rules, orders, codes, notices and interpretation notes of the Ontario Securities Commission, as amended, supplemented or replaced from time to time;



    6

     

    (xlvi)

    “Over-Allotment Option” has the meaning ascribed to that term on the face page hereof;

     

     

     

     

    (xlvii)

    “Person” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of any nature or kind whatsoever;

     

     

     

     

    (xlviii)

    “Piñon Ridge Mill Site” means the 880 acre site located approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which the Corporation intends to build the Piñon Ridge uranium mill;

     

     

     

     

    (xlix)

    “Purchase Price” means the price to be paid by the Purchasers for each Offered Security under the Offering, being $0.23 per Offered Security;

     

     

     

     

    (l)

    “Purchasers” means, collectively, the purchasers of the Offered Securities, and “Purchaser” means any one of them;

     

     

     

     

    (li)

    “Reporting Jurisdictions” means, collectively, the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario;

     

     

     

     

    (lii)

    Rights Plan means the shareholder rights agreement dated February 2, 2009 made between the Corporation and CIBC Mellon Trust Company as rights agent, which agreement was renewed by the shareholders of the Corporation at the annual and special meeting of shareholders of the Corporation held on January 20, 2012;

     

     

     

     

    (liii)

    “Sage Plain Project” means the mineral property of the Corporation located in San Juan County, Utah and San Miguel County, Colorado and is comprised of three private mineral leases, four Utah State leases and 94 unpatented mining claims covering approximately 5,635 acres;

     

     

     

     

    (liv)

    San Rafael Project” means the mineral property of the Corporation located in Emery County, Utah and is comprised of 181 unpatented claims and one Utah State lease (ML-49311) covering approximately 4,260 acres;

     

     

     

     

    (lv)

    “Securities Commissions” means the securities regulatory authorities of the Offering Jurisdictions or the Reporting Jurisdictions collectively, as the case may be;

     

     

     

     

    (lvi)

    “Securities Laws” means the securities legislation and regulations of, and the instruments, policies, rules, blanket orders, and notices and interpretation notes of the applicable securities regulatory authorities (including the Stock Exchange) of, the applicable jurisdiction or jurisdictions collectively;

     

     

     

     

    (lvii)

    “Sheep Mountain Project” means the mineral property of the Corporation located in Fremont County, Colorado and is comprised of (a) 179 unpatented mining claims in land managed by the BLM covering approximately 3,205 acres, (b) a state of Wyoming lease covering approximately 640 acres, and (c) approximately 630 acres of private land held in fee or under leases or surface agreements;



    7

      (lviii)

    “Subscription Receipt Agent” means CIBC Mellon Trust Company, in its capacity as subscription receipt agent pursuant to the terms of the Subscription Receipt Agreement;

         
      (lix)

    “Subscription Receipt Agreement” means the agreement to be entered into as of the Closing Date between the Corporation, Dundee and the Subscription Receipt Agent in respect of the Subscription Receipts;

         
      (lx)

    “Stock Exchange” means the Toronto Stock Exchange;

         
      (lxi)

    “Subscription Agreements” means the subscription agreement to be entered into between the Corporation and each of the Purchasers;

         
      (lxii)

    “Subscription Receipts” has the meaning ascribed to it in the preamble;

         
      (lxiii)

    “Subsidiaries” means Arizona Strip Partners, LLC, Arizona Strip Resources Joint Ventures, LLC, West Lisbon, LLC, Colorado Plateau Partners, LLC, Energy Fuels Exploration, Inc. and the Material Subsidiaries, collectively;

         
      (lxiv)

    “Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any governmental entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes and charges, sales taxes, use taxes, ad valorem taxes, value added taxes, subsoil use or extraction taxes and ownership fees, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, health taxes, payroll taxes, employment taxes, Canada or Quebec Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes, mandatory pension and other social fund taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, and any instalments in respect thereof, together with any interest, fines and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, fines penalties, additional taxes and additions to tax imposed with respect to the foregoing and including any amount in respect of the foregoing as a transferee or successor, guarantor or surety or in a similar capacity under any contract, arrangement, agreement, understanding, or commitment (whether written or oral) or by operation of law and any liability for the payment of any Taxes described herein as a result of being a member of an affiliated, consolidated, combined or unitary group for any period as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding;



    8

      (lxv)

    “Tax Act” means the Income Tax Act (Canada), as amended and the regulations thereunder, as amended;

         
      (lxvi)

    “Tax Return” means any return, election, declaration, report, notices, filings, forms, claim for refund, information return, statement or other document, whether tangible, electronic or other form, relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

         
      (lxvii)

    “Termination Date” means the earlier of (i) the date on which the Subscription Receipt Agent receives a Termination Notice, provided that if such Termination Notice is not received on a Business Day or is received after 5:00 p.m. (Toronto time) on a Business Day, then the Termination Date shall be the next Business Day, and (ii) the Escrow Deadline.

         
      (lxviii)

    “Termination Notice” means the written notice required to be delivered by the Corporation pursuant to the Subscription Receipt Agreement in the event that the Arrangement Agreement is terminated for any reason prior to the Escrow Deadline;

         
      (lxix)

    “Termination Time” means 5:00 p.m. (Toronto time) on the Termination Date;

         
      (lxx)

    “Torbyn Property” means the mineral property of the Corporation located in Mesa County, Colorado and is comprised of 70 unpatented mining claims on land managed by the BLM covering approximately 1,400 acres;

         
      (lxxi)

    “Transfer Agent” means CIBC Mellon Trust Company, the registrar and transfer agent for the Common Shares;

         
      (lxxii)

    “Underlying Securities” means the Unit Shares, the Warrants and the Warrant Shares, as applicable;

         
      (lxxiii)

    “Unit Shares” has the meaning ascribed to it in the preamble;

         
      (lxxiv)

    “Units” has the meaning ascribed to it in the preamble;

         
      (lxxv)

    “U.S. Securities Act” means the United States Securities Act of 1933, as amended;

         
      (lxxvi)

    “Warrants” has the meaning ascribed to it in the preamble;

         
      (lxxvii)

    “Warrant Agent” means CIBC Mellon Trust Company, in its role as registrar and transfer agent of the Corporation with respect to the Warrants;

         
      (lxxviii)

    “Warrant Certificates” means the certificates representing the Warrants to be issued pursuant to the Warrant Indenture;



    9

      (lxxix)

    “Warrant Indenture” means the warrant indenture to be dated as of the Closing Date between the Corporation and the Warrant Agent governing the Warrants;

         
      (lxxx)

    “Warrant Shares” has the meaning ascribed to it in the preamble;

         
      (lxxxi)

    “Willhunt Property” means the mineral property of the Corporation located in San Miguel County, Colorado and is comprised of 40 unpatented mining claims on land managed by the BLM covering approximately 800 acres;

         
      (lxxxii)

    “Whirlwind Mine” means the mine project of the Corporation located in the Beaver Mesa District of the Uravan Mineral Belt, approximately four miles southwest of Gateway, Colorado. The mine consists of 216 unpatented claims, covering approximately 4,380 acres, and Utah State Mineral lease #ML-49312 for a total of about 4,700 acres; and

         
      (lxxxiii)

    “White Canyon” means White Canyon Uranium Limited, a corporation existing under the laws of Australia.


      (b)

    Other Defined Terms : Whenever used in this Agreement, the words and terms “affiliate”, “associate”, “material fact”, “material change”, “misrepresentation” and “subsidiary” shall have the meaning given to such word or term in the Ontario Act unless specifically provided otherwise herein.

         
      (c)

    Plural and Gender : Whenever used in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and neuter.

         
      (d)

    Currency : All references to monetary amounts in this Agreement are to lawful money of Canada.

         
      (e)

    Schedules : The following schedules are attached to this Agreement and are deemed to be a part of and incorporated in this Agreement:


    Schedule                                               Title
       
    A Compliance with United States Securities Laws
    B Officers' Certificate

    2.

    The Offered Securities

         

    The Offered Securities are up to 35,500,500 Subscription Receipts to be issued and sold at the Purchase Price under the Offering.

         
    3.

    The Offering

         
    (a)

    Sale on Exempt Basis : The Agents will use their commercially reasonable efforts to arrange for Purchasers in the Offering Jurisdictions. The Agents shall offer for sale on behalf of the Corporation the Offered Securities in the Offering Jurisdictions in compliance with the Securities Laws of the Offering Jurisdictions and Schedule “A” attached hereto and only to such Persons and in such manner so that, pursuant to the provisions of the Securities Laws of the Offering Jurisdictions, no prospectus, registration statement or offering memorandum or other similar document need be filed with, or delivered to, any Securities Commission in any Offering Jurisdiction in connection therewith. The Agent shall offer for sale the Offered Securities for sale in the U. S. only in accordance with Schedule “A” hereto.



    10

      (b)

    Agency Group : The Corporation agrees that, subject to the consent of the Corporation, such consent not to be unreasonably withheld, the Agents have the right to invite one or more investment dealers to form an agency group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the agency group. The Corporation grants all of the rights and benefits of this Agreement, subject to the obligations and liabilities of this Agreement, to any investment dealer disclosed to the Corporation who is a member of any agency group formed by the Agents and appoints the Agents as trustees of such rights and benefits, subject to the obligations and liabilities for all such investment dealers, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of all such investment dealers. The Agents shall ensure that any investment dealer who is a member of any agency group formed by the Agents pursuant to the provisions of this subsection 3(b) or with whom the Agent s have a contractual relationship with respect to the Offering, if any, agrees with the Agents and the Corporation to comply with the covenants and obligations given by the Agents herein.

         
    (c)

    Representations, Warranties and Covenants of the Agents : Each of the Agents covenants with the Corporation that (i) it will comply with the Securities Laws of the Offering Jurisdictions in which it solicits or procures subscriptions for Offered Securities in connection with the Offering, including, without limitation, Schedule “A” attached hereto, (ii) it will not solicit or procure subscriptions for Offered Securities so as to require the registration thereof or the filing of a prospectus, offering memorandum or similar document with respect thereto under the laws of any jurisdiction, (iii) that it sufficiently understands the Securities Laws of the Offering Jurisdictions in order to make offers only in compliance with the requirements of the exemptions applicable to the Offering, in particular the requirements of Regulation S and Regulation D under the U. S. Securities Act; and (iv) it will obtain from each Purchaser a fully completed and executed Subscription Agreement, together with all other documentation or information as may be necessary to ensure compliance with applicable Securities Laws, in a form acceptable to the Corporation and the Agents, acting reasonably. Each of the Agents represents and warrants that it is, and, to the best of its knowledge, each member of any agency group formed by each such Agent is, qualified to so act in the Offering Jurisdictions in which such member solicits or procures subscriptions for the Offered Securities and is registered in a category permitted to participate in the distribution of the Offered Securities as contemplated in this Agreement and has complied with all applicable laws applicable to its registration in connection with its involvement in the Offering.



    11

    (d)

    Filings : The Corporation undertakes to file or cause to be filed all forms and undertakings required to be filed by the Corporation in connection with the Offering so that the distribution of the Offered Securities may lawfully occur in the Offering Jurisdictions without the necessity of filing a prospectus or an offering memorandum in Canada and the Agents undertake to use the commercially reasonable efforts thereof to cause the Purchasers of the Offered Securities to complete (and it shall be a condition of Closing in favour of the Corporation that the Purchasers complete and deliver to the Corporation) any forms and undertakings required by the Securities Laws of the Offering Jurisdictions. All fees payable in connection with such filings shall be at the expense of the Corporation.

             
    (e)

    No Offering Memorandum : Neither the Corporation nor the Agents shall (i) provide to prospective purchasers of Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the Securities Laws of the Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Offered Securities whose attendees have been invited by a general solicitation or general advertising.

             
    4.

    Due Diligence

             

    The Corporation shall allow the Agents to conduct all due diligence investigations, including but not limited to meetings with senior management of the Corporation and the Auditor, as the Agents shall consider appropriate in connection with the Offering.

             
    5.

    Deliveries By Closing Time

             
    (a)

    Deliveries : By the Closing Time:

             
    (i)

    all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders of the Corporation, as applicable, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to issue the Offered Securities, and a certified copy of all such resolutions shall have been delivered by the Corporation to the Agents;

             
    (ii)

    the Corporation shall have delivered or caused to be delivered to the Agents, all in form and substance satisfactory to the Agents and counsel to the Agents, acting reasonably;

             
    A.

    a favourable legal opinion dated the Closing Date of counsel to the Corporation, Borden Ladner Gervais LLP, together with local counsel acceptable to the Agents, dated the Closing Date, addressed to the Agents and the Purchasers,



    12

      B.

    if any of the Offered Securities are sold in accordance with this Agreement to Persons within the United States or to or for the account or benefit of a U.S. Person, the Corporation will cause its United States counsel to deliver to the Agents a legal opinion dated as of and delivered on the Closing Date, in form and substance satisfactory to the Agents and its counsel, acting reasonably, to the effect that no registration of the Offered Securities under the U.S. Securities Act is required for the offer, sale and delivery of the Offered Securities in the United States or to U.S. Persons provided that such offers and sales are made in accordance with this Agreement, including Schedule “A” attached hereto;

         
      C.

    the Agents shall have received certificates of status or similar certificates with respect to the jurisdictions in which the Corporation and the Material Subsidiaries are incorporated;

         
      D.

    a certificate dated the Closing Date signed by an appropriate officer of the Corporation and addressed to the Agents with respect to the articles and by-laws of the Corporation, and with respect to such other matters as the Agents may reasonably request and including specimen signatures of the signing officers of the Corporation,

         
      E.

    a certificate dated the Closing Date addressed to, among others, the Agents signed by the chief executive officer and the chief financial officer of the Corporation or any two other senior officers of the Corporation acceptable to the Agents substantially in the form of the certificate attached hereto as Schedule “B”,

         
      F.

    a Subscription Agreement from each Purchaser accepted by the Corporation,

         
      G.

    issue the Offered Securities by way of non-certificated issue as directed by the Agents (other than any Offered Securities sold in the United States pursuant to Regulation D), or alternatively, definitive certificates representing the Offered Securities registered in the names of the Purchasers, or in such other name or names as the Purchasers or the Agents may direct;

         
      H.

    payment of the commission payable by the Corporation to the Agents as provided in section 8 of this Agreement and the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement by certified cheque, bank draft or wire transfer, payable as the Agents shall have directed the Corporation against delivery from Dundee, on behalf of the Agents of a receipt for the aggregate amount of such commission and expenses; and

         
      I.

    such further documents as may be contemplated by this Agreement or as the Agents may reasonably require;



    13

      (iii)

    the Agents shall have delivered or cause to be delivered to the Corporation, all in form and substance satisfactory to the Corporation and the Corporation’s counsel, acting reasonably:

           
      A.

    duly completed Subscription Agreements from each of the Purchasers in the form agreed to between the Corporation and the Agents; and

           
      B.

    such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require; and

           
      (iv)

    the Agents shall have deposited into an interest bearing escrow account of the Subscription Receipt Agent the Escrowed Funds (as defined hereinafter) to be held in escrow in accordance with the terms of the Subscription Receipt Agreement.


    6.

    Closing

           
    (a)

    Closing : The Closing shall be completed at the offices of counsel to the Corporation at the Closing Time on the Closing Date.

           
    (b)

    Conditions of Closing : The following are conditions precedent to the obligation of the Agents to complete the Closing and of the Purchasers to purchase the Offered Securities, which conditions the Corporation hereby covenants and agrees to use the best efforts thereof to fulfill within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agents:

           
    (i)

    the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including those of the Stock Exchange) required for the completion of the transaction contemplated by this Agreement, all in a form satisfactory to the Agents and the Stock Exchange shall have conditionally approved the listing thereon of the Unit Shares and the Warrant Shares, subject to the fulfillment of normal conditions;

           
    (ii)

    receipt by the Agents of the documents set forth in section 5 of this Agreement to be delivered to the Agents;

           
    (iii)

    the representations and warranties of the Corporation contained herein and in the Subscription Agreements being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;

           
    (iv)

    the Corporation having complied with all covenants, and satisfied all terms and conditions, contained herein and in the Subscription Agreements to be complied with and satisfied by the Corporation at or prior to the Closing Time;

           
    (v)

    the Subscription Receipt Agreement shall have been duly executed by each of the Corporation, Dundee and the Subscription Receipt Agent;

           
    (vi)

    the Warrant Indenture shall have been duly executed by each of the Corporation and the Warrant Agent; and



    14

      (vii)

    the Agents not having previously terminated the obligations thereof pursuant to this Agreement.


    7.

    Escrow

           

    The aggregate purchase price from the sale of the Offered Securities less an amount representing fifty percent of the Agents’ Commission (the “ Escrowed Funds ”) will, at the Closing Time, be deposited into an interest bearing escrow account of the Subscription Receipt Agent and held in escrow in accordance with the terms of the Subscription Receipt Agreement. The Escrowed Funds will be released from escrow to the Corporation less an amount representing the balance of the Agents’ Commission (together with any accrued interest earned thereon) payable to the Agents in connection with the sale of the Offered Securities upon the Escrow Release Conditions having been satisfied or waived to the satisfaction of Dundee, acting reasonably (the “ Escrow Release Time ”). The “ Escrow Release Conditions ” will be set out in the Subscription Receipt Agreement and will comprise the following conditions precedent: the conditions precedent to the Corporation’s acquisition, directly or indirectly, of the Denison Purchased Shares and the Denison Acquired Debt (the “ Acquisition ”) pursuant to the arrangement agreement dated as of May 23, 2012 between the Corporation and Denison (the “ Arrangement Agreement ”), shall have been satisfied or waived or shall be capable of being satisfied (other than the satisfaction of conditions for which the release of the Escrowed Funds is required), including receipt of all required third party, shareholders, court, stock exchange and regulatory approvals in respect of the Acquisition, each on terms satisfactory to Dundee, acting reasonably.

           

    In the event that (i) the Corporation provides written notice to the Agents confirming that the Acquisition will not be completed or (ii) the Escrow Release Conditions have not been satisfied prior to 5:00 p.m. (Toronto time) on July 31, 2012 (the “ Escrow Deadline ”), the Escrowed Funds together with any accrued interest earned thereon will be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be automatically cancelled and of no further force and effect. The Corporation will contribute to the Escrowed Funds such amount as may be necessary to satisfy any shortfall. In the event of any inconsistency between the provisions hereof and the provisions of the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall prevail and take precedence.

           
    8.

    Fee

           
    (a)

    Commission : In consideration of the agreement of the Agents to act as agents of the Corporation in respect of the Offering, and in consideration of the services performed and to be performed by the Agents in connection therewith, including, without limitation:

           
    (i)

    acting as agents of the Corporation to solicit offers to purchase the Offered Securities;

           
    (ii)

    participating in the preparation of the form of the Subscription Agreements and certain of the Ancillary Documents; and



    15

      (iii)

    advising the Corporation with respect to the private placement of the Offered Securities;


     

    the Corporation shall pay to the Agents or as the Agents may otherwise direct a cash fee of 6.0% of the aggregate Purchase Price for the Offered Securities sold under the Offering by the Agents (the “ Agents’ Commission ”), fifty (50) percent of which commission will be payable to the Agents at the Closing Time from the gross proceeds of the sale of the Offered Securities and the balance of which commission will be payable to the Agents upon the satisfaction or waiver of the Escrow Release Conditions. For greater certainty, (I) in the event that the Closing does not occur, no cash fee will be payable to the Agents; and (II) in the event that the Corporation provides written notice to the Agents confirming that the Acquisition will not be completed or the Escrow Release Conditions are not satisfied prior to the Escrow Deadline, the balance of the Agents’ Commission will not be payable to the Agents.

         
      (b)

    Taxes: The Corporation and the Agents acknowledge and agree that if a separate fee would have been charged to the Corporation for the services described in clause 8(a)(i) above, such separate fee would represent more than 50% of the fee payable to the Agents, and the Corporation hereby further acknowledges and agrees that the Agents will rely on the foregoing statement in not charging any taxes imposed under the Excise Tax Act (Canada) on such fee and that the Corporation will forthwith pay to the Agents any such tax and any applicable interest and penalties to the extent determined to be exigible.


    9.

    Representations and Warranties

         

    The Corporation hereby represents and warrants to the Agents and the Purchasers, and acknowledges that the Agents and the Purchasers are relying upon each of such representations and warranties in completing the Closing, as follows:

         
    (a)

    Incorporation and Organization : Each of the Corporation and the Material Subsidiaries have been incorporated and organized and are a valid and subsisting corporation under the laws of its jurisdiction of incorporation and have all requisite corporate power and authority to carry on their respective business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Corporation has all requisite corporate power and authority to enter into, execute and deliver this Agreement and the Ancillary Documents and to carry out the obligations thereof hereunder and thereunder.

         
    (b)

    Extra - provincial Registration : Each of the Corporation and the Material Subsidiaries are licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary except where the failure to be so registered, licensed or otherwise qualified would not have a material adverse effect on the Corporation, and is carrying on the business thereof in compliance with all applicable laws, rules and regulations of each such jurisdiction.



    16

      (c)

    Authorized Capital : The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares issuable in series, and an unlimited number of Series A preferred shares, of which, as of June 20, 2012, 214,336,818 Common Shares were issued and outstanding as fully paid and non- assessable shares and no preferred shares were issued and outstanding.

         
      (d)

    Listing : The Common Shares are, and at the time of issue of the Offered Securities will be, listed on the Stock Exchange and the Unit Shares and the Warrant Shares will, at the time of issue of the Offered Securities, have been conditionally approved for listing on the Stock Exchange.

         
      (e)

    Certain Securities Law Matters : The Common Shares are listed only on the Stock Exchange, the Corporation is a reporting issuer or the equivalent only in the Reporting Jurisdictions and is not in default of any requirement of the Securities Laws of any of such provinces and the Common Shares are not registered under and the Corporation is not subject to the reporting requirements of the United States Securities Exchange Act of 1934 , as amended.

         
      (f)

    Resale of Securities : The Offered Securities will not be subject to a restricted period or statutory hold period under the Securities Laws of the Offering Jurisdictions or to any resale restriction under the policies of the Stock Exchange which extends beyond four months and one day after the Closing Date except that any Offered Securities sold under Regulation D of the U.S. Securities Act shall be considered “restricted securities” under such act.

         
      (g)

    Rights to Acquire Securities : Other than in connection with the Acquisition, no Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Corporation, except for, as at June 20, 2012 an aggregate of 40,894,681 Common Shares reserved for issue pursuant to outstanding options, warrants, share incentive plans, convertible, exercisable and exchangeable securities, property agreements and other rights to acquire Common Shares.

         
      (h)

    Rights Plan: To the knowledge of the Corporation, prior to the date of this Agreement, no Person has become an Acquiring Person under the Rights Plan and no transaction has occurred that has resulted in, or could result in, the occurrence of a Flip-In Event under the Rights Plan.

         
      (i)

    No Pre - emptive Rights : The issue of the Offered Securities will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject.

         
      (j)

    Offered Securities : The execution of this Agreement and the Subscription Agreements and the issue by the Corporation to the Purchasers of the Offered Securities in accordance with the terms of this Agreement and the Subscription Agreements will be exempt from the registration and prospectus requirements of the Securities Laws of the Offering Jurisdictions provided that the representations and warranties of the Purchasers in the Subscription Agreements and the representations and warranties of the Agents contained herein are true and correct.



    17

      (k)

    Transfer Agent: The Transfer Agent has been appointed by the Corporation as the registrar and transfer agent for the Common Shares.

         
      (l)

    Material Subsidiaries : The Material Subsidiaries are the only material subsidiaries of the Corporation.

         
      (m)

    Capital of Subsidiaries : All of the outstanding shares of the Material Subsidiaries are issued and outstanding as fully paid and non-assessable shares. The Corporation directly owns all of the issued and outstanding shares of each of Energy Fuels Resources Corporation, Magnum Uranium Corp., and Titan Uranium Inc. Magnum Uranium Corp. owns all of the issued and outstanding shares of Magnum Minerals USA Corp. Titan Uranium Inc. owns all of the issued and outstanding shares of Uranium Power Corp., which owns all of the issued and outstanding shares of Energy Fuels Wyoming Inc. No Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of any of the Material Subsidiaries or for the purchase or acquisition of any of the outstanding shares or other securities of any of the Material Subsidiaries.

         
      (n)

    Issue of Offered Securities : All necessary corporate action has been taken to authorize the issue and sale of, and the delivery of certificates (if applicable) representing, the Offered Securities and, upon payment of the requisite consideration therefor, the Offered Securities will be validly issued as fully paid and non-assessable securities.

         
      (o)

    Consents, Approvals and Conflicts : None of the Offering and sale of the Offered Securities, the execution and delivery of this Agreement or the Ancillary Documents, the compliance by the Corporation with the provisions of this Agreement and the Ancillary Documents or the consummation of the transactions contemplated herein and therein including, without limitation, the issue of the Offered Securities to the Purchasers for the consideration and upon the terms and conditions as set forth herein, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange and will be obtained by the Closing Date, provided that, in the case of the Stock Exchange, the conditional acceptance of the Offering will be obtained by the Closing Date with the final acceptance of the Stock Exchange of the Offering to be obtained as soon as practicable after the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation or any Material Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the articles or by-laws or any other document of the Corporation or any Material Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation or any Material Subsidiary, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of the properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation or any Material Subsidiary.



    18

      (p)

    Authority and Authorization : The Corporation has full corporate power and authority to enter into this Agreement and the Ancillary Documents and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents and to observe and perform the provisions of this Agreement and the Ancillary Documents in accordance with the provisions hereof and thereof including, without limitation, the issue of the Offered Securities to the Purchasers for the consideration and upon the terms and conditions set forth herein.

           
      (q)

    Validity and Enforceability : Each of this Agreement, the Subscription Receipt Agreement, the Warrant Indenture and the Subscription Agreements has been or will be by Closing authorized, executed and delivered by the Corporation and constitute or will constitute by Closing a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms.

           
      (r)

    Acquisition :

           
      (i)

    The Corporation has all requisite corporate power and authority to execute and deliver the Arrangement Agreement and to carry out the obligations thereof. All necessary corporate action has been taken by the Corporation to authorize and enter into the Arrangement Agreement.

           
      (ii)

    None of the Acquisition, the execution and delivery by the Corporation of the Arrangement Agreement, the compliance by the Corporation with the provisions of the Arrangement Agreement or the consummation by the Corporation of the transactions contemplated therein do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained or are contemplated by the Arrangement Agreement, or (B) such as may be required under the Securities Laws of the Reporting Jurisdictions and the policies of the Stock Exchange and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation is a party or by which it or any of the material properties or assets thereof is bound, or the articles of the Corporation or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of the material properties or assets thereof which could have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation.



    19

      (s)

    Continuous Disclosure : : Since January 1, 2011, the Corporation has been in compliance in all material respects with the continuous disclosure obligations required pursuant to the Securities Laws of the Reporting Jurisdictions. Each of the documents which contains any of the Information was, as of the date thereof, in compliance in all material respects with the Securities Laws of the Reporting Jurisdictions and as of the date of filing did not contain any misrepresentation or untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There is no fact known to the Corporation which the Corporation has not publicly disclosed which materially adversely affects, or so far as the Corporation can reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise), of the Corporation or the ability of the Corporation to perform its obligations under this Agreement or the Ancillary Documents.

         
      (t)

    Timely Disclosure : Since October 1, 2010, the Corporation has been in compliance with all timely disclosure obligations under the Securities Laws of the Reporting Jurisdictions and, without limiting the generality of the foregoing, there has not occurred any material adverse change in the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise), of the Corporation which has not been publicly disclosed and the Information filed by or on behalf of the Corporation pursuant to the Securities Laws of the Reporting Jurisdictions does not contain a misrepresentation at the date of the filing thereof. The Corporation has not filed any confidential material change or other report with any Securities Commissions of the Reporting Jurisdictions.

         
      (u)

    No Cease Trade Order : No order preventing, ceasing or suspending trading in any securities of the Corporation or prohibiting the issue and sale of securities by the Corporation has been issued and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of the Corporation, are pending, contemplated or threatened.

         
      (v)

    Accounting Controls : The Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are completed in accordance with the general or a specific authorization of management of the Corporation; (ii) transactions are recorded as necessary to permit the preparation of consolidated financial statements for the Corporation in conformity with IFRS and to maintain asset accountability; (iii) access to assets of the Corporation is permitted only in accordance with the general or a specific authorization of management of the Corporation; and (iv) the recorded accountability for assets of the Corporation is compared with the existing assets of the Corporation at reasonable intervals and appropriate action is taken with respect to any differences therein.

         
      (w)

    Financial Statements : The audited consolidated financial statements of the Corporation for the financial year ended September 30, 2011 were prepared in accordance with Canadian GAAP applied on a basis consistent with prior periods (except as disclosed in such consolidated financial statements) and the unaudited condensed consolidated interim statements of the Corporation for the six months ended March 31, 2012 were prepared in accordance with IFRS applied on a basis consistent with prior periods (except as disclosed in such financial statements). The Corporation’s Financial Statements present fairly in all material respects the financial condition and position of the Corporation and the Subsidiaries on a consolidated basis as at the dates thereof.



    20

      (x)

    Auditors: The Auditors are independent public accountants as required by applicable Securities Laws in the Reporting Jurisdictions with respect to the Corporation and there has never been a “reportable event” (within the meaning of National Instrument 51- 102) between the Corporation and the present or any former auditor of the Corporation.

         
      (y)

    Changes in Financial Position : Since September 30, 2011:


      (i)

    the Corporation has not paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor;

         
      (ii)

    neither the Corporation nor any Material Subsidiary have incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business or which is not, or which in the aggregate are not, material; and

         
      (iii)

    neither the Corporation nor any of the Material Subsidiaries have entered into any material transaction;


     

    except in each case as disclosed in the Information.

           
      (z)

    Insolvency : Neither the Corporation nor any Material Subsidiary has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any Person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the Material Properties thereof, had an execution or distress become enforceable or levied upon any portion of the Material Properties thereof or had any petition for a receiving order in bankruptcy filed against it.

           
      (aa)

    No Contemplated Changes : Except as disclosed in the Information and pursuant to the Acquisition, neither the Corporation nor any Material Subsidiary has approved, has any current plans with respect to, has entered into any agreement in respect of, or has any knowledge of:

           
      (i)

    the purchase of any material properties or assets or any interest therein or the sale, transfer or other disposition of any material properties or assets or any interest therein currently owned, directly or indirectly, by the Corporation or any Material Subsidiary whether by asset sale, transfer of shares or otherwise;



    21

      (ii)

    the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or any Material Subsidiary or otherwise) of the Corporation or any Material Subsidiary; or

           
      (iii)

    a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation or any Material Subsidiary.

           
      (bb)

    Insurance : The Corporation maintains insurance in such amounts as it considers to be reasonable to protect against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in a comparable business in comparable circumstances, such coverage is in full force and effect and the Corporation and the Material Subsidiaries have not failed to promptly give any notice or present any material claim thereunder.

           
      (cc)

    Taxes and Tax Returns : Each of the Corporation and the Material Subsidiaries has duly filed in the prescribed manner and within the prescribed time, except where failure to file within the prescribed time would not have a material adverse effect on the Corporation, all Tax Returns required to be filed by it and such Tax Returns are correct and complete in all material respects and each of the Corporation and the Material Subsidiaries has made complete and accurate disclosure in those Tax Returns and in all materials accompanying those Tax Returns (except to the extent modified in a subsequent Tax Return). Each of the Corporation and the Material Subsidiaries has paid all Taxes due and payable, including all Taxes shown on those Tax Returns as being due and payable and all Taxes payable under any assessment or reassessment. The Corporation's Financial Statements fully reflect accrued liabilities for all Taxes which are not yet due and payable and for which Tax Returns are not yet required to be filed as of the date of such financial statements. To the knowledge of the Corporation, no examination of any Tax Return of the Corporation or the Material Subsidiaries by a governmental authority is currently in progress. There is no legal proceeding, assessment, re-assessment or request for information outstanding or, to the knowledge of the Corporation, threatened against the Corporation or the Material Subsidiaries with respect to Taxes or any matters under discussion with any governmental authority relating to Taxes. There are no agreements, waivers or other arrangements providing for an extension of time with respect to any assessment or reassessment of Tax, the filing of any Tax Return or the payment of any Tax by the Corporation or the Material Subsidiaries. Each of the Corporation and the Material Subsidiaries has withheld from each payment made by it the amount of all Taxes and other deductions required under any applicable laws to be withheld therefrom and has remitted all those amounts withheld and paid all instalments of Taxes due and payable before the date hereof to the relevant governmental authority within the time prescribed under any applicable laws. Each of the Corporation and the Material Subsidiaries has complied with all registration, reporting, collection and remittance requirements in respect of all applicable laws concerning Taxes.

           
      (dd)

    Residency : The Corporation is not a non-resident of Canada for purposes of the Tax Act.

           
      (ee)

    Compliance with Laws, Licenses and Permits : Each of the Corporation and the Material Subsidiaries have conducted and is conducting the business thereof in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on by it, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and, other than as disclosed in the Information, neither the Corporation nor any Material Subsidiary has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially adversely affect the conduct of the business or operations of, or the assets, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of, the Corporation and the Material Subsidiaries, taken as a whole.



    22

      (ff)

    Agreements and Actions : Neither the Corporation nor any Material Subsidiary is in violation of any term of the articles or by-laws or any constating document thereof. Neither the Corporation nor any Material Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could, result in any material adverse effect on the business, condition (financial or otherwise), capital, affairs or operations of the Corporation and the Material Subsidiaries, taken as a whole. Neither the Corporation nor any Material Subsidiary is in default in the payment of any material obligation owed which is now due and there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of the Corporation after due inquiry, threatened which, either in any case or in the aggregate, might result in any material adverse effect on the business, condition (financial or otherwise), capital, affairs, prospects or operations of the Corporation and the Subsidiaries, taken as a whole, or in any of the Material Properties or material assets thereof or in any material liability on the part of the Corporation or the Subsidiaries or which places, or could place, in question the validity or enforceability of this Agreement, the Ancillary Documents or any document or instrument delivered, or to be delivered, by the Corporation pursuant hereto or thereto.

         
      (gg)

    Owner of Property : The Material Properties are the only material properties of interest of the Corporation, and except as disclosed in the Information: (i) the Corporation or a Material Subsidiary has sufficient title to or valid leasehold interests in the Material Properties free of any mortgages, liens, charges pledges, security interest, encumbrances, claims or demands, except such that do not have a material adverse effect on the Corporation; (ii) no other property rights are necessary for the conduct of the business of the Corporation or any of the Material Subsidiaries as currently conducted; (iii) neither the Corporation nor any Material Subsidiary knows of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights in a material way; and (iv) neither the Corporation nor any Material Subsidiary has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights thereof.



    23

      (hh)

    Mineral Rights : The Corporation and/or a Material Subsidiary hold either freehold title, mining leases, mining claims or licences or participating interests or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular Material Property is located, in respect of the ore bodies and minerals located in properties in which the Corporation and/or the Material Subsidiaries have an interest as described in the Information under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments (excluding for greater certainty permits, approvals or other governmental authorizations), sufficient to permit the Corporation or the Material Subsidiaries to explore the minerals relating thereto to the extent described in the Information, all such property, leases, claims or licences and all property, leases, claims or licences in which either the Corporation or the Material Subsidiaries has any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the Corporation and the Material Subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the properties in which the Corporation and/or the Material Subsidiaries have an interest as described in the Information granting the Corporation or the Material Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Corporation or the Material Subsidiaries in the manner currently contemplated, with only such exceptions as do not materially interfere with the use made by the Corporation or the Material Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing.

         
      (ii)

    Property Agreements : Except as described in the Information, any and all of the agreements and other documents and instruments related to the Material Properties pursuant to which the Corporation or the Material Subsidiaries hold the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof, neither the Corporation nor any Material Subsidiary is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or any Material Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid. None of the Material Properties (or any interest in, or right to earn an interest in, any Material Property) of the Corporation or of any Material Subsidiary is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Information.

         
      (jj)

    No Defaults : Neither the Corporation nor any Material Subsidiary is in default of any material term, covenant or condition under or in respect of any material judgment, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which the Corporation or any Material Subsidiary is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which could have a material adverse effect upon the condition (financial or otherwise), capital, property, assets, operations or business of the Corporation and the Material Subsidiaries, taken as a whole.



    24

      (kk)

    Compliance with Employment Laws : Except as disclosed in the Information, the Corporation and the Material Subsidiaries are in material compliance with all laws and regulations respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact concerning the Corporation or any of the Material Subsidiaries or result in an adverse material change to the Corporation or any of the Material Subsidiaries, and has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the best of the knowledge of the Corporation, threatened against the Corporation or any of the Material Subsidiaries, no union representation question exists respecting the employees of the Corporation or any of the Material Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Corporation or any of the Material Subsidiaries, neither the Corporation nor any of the Material Subsidiaries have received any notice of any unresolved matter and there are no outstanding orders under employment and labour standards, occupational health and safety, employment equity, workers’ compensation or human rights legislation in any jurisdiction in which the Corporation or the Material Subsidiaries carry on business or have employees, no employee (other than each of the President and Chief Executive Officer, the Chief Financial Officer and the Manager of Corporate and Administration of the Corporation) has any agreement as to the length of notice required to terminate his or her employment with the Corporation or any Material Subsidiary in excess of twelve months or equivalent compensation, and all benefit and pension plans of the Corporation or any of the Material Subsidiaries are funded in accordance with applicable laws and no past service funding liabilities exist thereunder.

         
      (ll)

    Employee Plans : Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension, incentive or otherwise contributed to, or required to be contributed to, by the Corporation or the Material Subsidiaries for the benefit of any current or former officer, director, employee or consultant of the Corporation has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan.

         
      (mm)

    Accruals : All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of the Corporation or the Material Subsidiaries have been accurately reflected in the books and records of the Corporation.



    25

      (nn)

    Work Stoppage : There has not been, and there is not currently, any labour trouble which is adversely effecting or could adversely effect, in a material manner, the conduct of the business of the Corporation or the Material Subsidiaries.

           
      (oo)

    Environmental Compliance : The Corporation and the Material Subsidiaries:

           
      (i)

    and the property, assets and operations thereof comply in all material respects with all applicable Environmental Laws (which term means and includes, without limitation, any and all applicable international, federal, provincial, state, municipal or local laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances, official directives and all authorizations relating to the environment, occupational health and safety, or any Environmental Activity (which term means and includes, without limitation, any past, present or currently planned future activity, event or circumstance in respect of a Contaminant (which term means and includes, without limitation, any pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Law), including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater));

           
      (ii)

    do not have any knowledge of, and have not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which may affect, either the Corporation or any Material Subsidiary or any of the material property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, the Corporation is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither the Corporation nor any Material Subsidiary nor any of the material property, assets or operations thereof is the subject of any investigation, evaluation, audit or review by any Governmental Authority (which term means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing) to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority;

           
      (iii)

    have not given or filed any notice of breach under any federal, state, provincial or local law with respect to any Environmental Activity, neither the Corporation nor any Material Subsidiary has, to the best of their knowledge, any liability (whether contingent or otherwise) in connection with any Environmental Activity and the Corporation is not aware of any notice being given under any federal, state, provincial or local law or of any liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting the Corporation or any of the Material Subsidiaries or the material property, assets, business or operations thereof;



    26

      (iv)

    do not store any hazardous or toxic waste or substance on the property thereof and have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any Environmental Laws, and there are not, to the best of their knowledge, any Contaminants on any of the premises at which the Corporation or any of the Material Subsidiaries carries on business, in each case other than in compliance with Environmental Laws; and

           
      (v)

    except as disclosed in the Corporation’s Financial Statements, are not subject to, to the best of their knowledge, any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment or non-compliance with Environmental Law.

           
      (pp)

    No Litigation : Except as disclosed in the Information, there are no material actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of the Corporation, threatened against or which materially adversely affect the Corporation or any of the Material Subsidiaries or to which any of the property or assets thereof is subject, at law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the condition (financial or otherwise), capital, property, assets, operations or business of the Corporation and the Material Subsidiaries, taken as a whole, or the ability of any of them to perform the obligations thereof and neither the Corporation nor any Material Subsidiary is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, may result in a material adverse effect on the condition (financial or otherwise), capital, property, assets, operations or business of the Corporation and the Material Subsidiaries, taken as a whole, or the ability of the Corporation to perform its obligations under this Agreement or the Ancillary Documents.

           
      (qq)

    Intellectual Property : The Corporation or the Material Subsidiaries own or possess adequate enforceable rights to use all trademarks, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the knowledge of the Corporation, neither the Corporation nor any Material Subsidiary is infringing upon the rights of any other Person with respect to any such trademarks, copyrights or trade secrets and no other Person has infringed any such trademarks, copyrights or trade secrets.

           
      (rr)

    Non - Arm's Length Transactions : Except as disclosed in the Information, neither the Corporation nor any Material Subsidiary owes any amount to, nor has the Corporation nor any Material Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of either of them or any Person not dealing at “arm's length” (as such term is defined in the Tax Act) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of either the Corporation or the Material Subsidiaries. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor any Material Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee and securityholder of either of them or any other Person not dealing at arm's length with the Corporation and the Material Subsidiaries. No officer, director, employee or securityholder of either the Corporation or any Material Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, either the Corporation or any Material Subsidiary except for claims in the ordinary and normal course of the business of the Corporation or any Material Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation.



    27

      (ss)

    Mineral Information: The information set forth in the Information relating to the estimates by the Corporation of the mineral resources in respect to each of the Material Properties has been prepared and disclosed in all material respects in accordance with applicable laws. There have been no material changes (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of the Corporation, taken as a whole, from the amounts disclosed in the Information.

           
      (tt)

    Technical Reports: To the best knowledge of the Corporation, the technical reports of the Corporation filed on SEDAR with respect to each of the Material Properties were prepared in accordance with, and are in material compliance with, the requirements set out in National Instrument 43-101 at the time of preparation.

           
      (uu)

    Material Contracts : The only contracts to which the Corporation or any Material Subsidiary is a party or by which either of them is bound and which are considered material to the Corporation are filed on SEDAR, and all such contracts are valid and subsisting agreements in full force and effect unamended and, to the best knowledge of the Corporation, after due inquiry, there exists no material default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any event or condition, would become a material default thereunder by any party thereto.

           
      (vv)

    Due Diligence : The Corporation has performed one or more commercially reasonable due diligence investigations in respect of the Denison US Assets (the “ Denison Due Diligence ”).

           
      (ww)

    Denison US Assets : To the knowledge of the Corporation and based on the Denison Due Diligence and except as disclosed in the Information,

           
      (i)

    Denison is the registered and beneficial owner of all of the issued and outstanding shares of White Canyon and has the exclusive right to dispose of such shares as provided in the Arrangement Agreement. Denison and White Canyon are the registered and beneficial owners of all of the issued and outstanding shares of DMHC and have the exclusive right to dispose of such shares as provided in the Arrangement Agreement. Other than as disclosed in the Arrangement Agreement, none of the Denison Purchased Shares is subject to (i) any contract or agreement or restriction which in any way limits or restricts the transfer to the Corporation of the Denison Purchased Shares or (ii) any voting trust, pooling agreement, shareholder agreement, voting agreement or other contract, arrangement or understanding with respect to the voting of the Denison Purchased Shares. On completion of the Acquisition, Denison will have no ownership interest in DMHC and White Canyon, whether direct or indirect, actual or contingent, and the Corporation shall have good title to the Denison Purchased Shares, free and clear of all Encumbrances created by Denison or its affiliates. DMHC and White Canyon own all of the Denison US Assets;



    28

      (ii)

    DMHC directly owns all of the issued and outstanding shares of each member of the Denison US Group, in each case which shares constitute all issued and outstanding shares of such respective member of the Denison US Group. There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating any member of the Denison US Group to issue or sell any shares or any securities or obligations of any kind convertible into or exchangeable for any shares. All outstanding shares of each member of the Denison US Group have been authorized and are validly issued and outstanding as fully paid and non- assessable shares; and

           
      (iii)

    except as disclosed in the Denison Disclosure Memorandum or in Denison’s publicly available information, applying customary standards in the mining industry, the Denison Material Entities have sufficient title to or valid leasehold interests in the Denison Material Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or encumbrance, except for such defects in title or encumbrances that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material adverse effect on the Denison US Group. Each lease and agreement granting rights to the Denison Material Properties is in full force and effect and constitutes a legal, valid and binding agreement of a Denison Material Entity and such Denison Material Entity is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a material adverse effect on the Denison US Group. Furthermore, all real and tangible personal property of the Denison US Group is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a material adverse effect on the Denison US Group.

           
      (xx)

    Website: The website of the Corporation does not contain material information with respect to the Corporation which is incomplete, incorrect or omits to state a fact so as to render such information misleading, or any news release which has not been disseminated on a news wire service and all information contained on any of such websites in respect of the Offering complies with the Securities Laws of the Offering Jurisdictions including, but not limited to, restrictions on promotional material disseminated before and during the Offering.



    29

    (yy)

    Minute Books: The minute books of the Corporation, all of which have been or will be made available to the Agents or counsel to the Agents, are substantially complete and accurate in all material respects.

           
    10.

    Covenants of the Corporation

           
    (a)

    Consents and Approvals : The Corporation covenants and agrees with the Agents and the Purchasers that the Corporation will use its reasonable best efforts to:

           
    (i)

    obtain, to the extent not already obtained, the necessary regulatory consents or approvals from the Stock Exchange, being the approval for the listing of the Unit Shares and the Warrant Shares on the Stock Exchange, on such terms as are customary; and

           
    (ii)

    make all necessary filings to obtain all other necessary regulatory and other consents and approvals required in connection with the transactions contemplated by this Agreement.

           
    (b)

    General : The Corporation hereby covenants and agrees with the Agents and the Purchasers that the Corporation will:

           
    (i)

    fulfill all legal requirements to permit the creation, issue, offering and sale of the Offered Securities as contemplated in this Agreement including, without limitation, compliance with the Securities Laws of the Offering Jurisdictions to enable the Offered Securities to be offered for sale and sold to the Purchasers without the necessity of filing a prospectus in the Offering Jurisdictions;

           
    (ii)

    use its commercially reasonable best efforts to maintain the listing of the Common Shares on the Stock Exchange and the status thereof as a “reporting issuer” (or the equivalent thereof) not in default under the securities legislation of each of the Reporting Jurisdictions for a period of 24 months after the Closing Date. For greater certainty, it will not be considered reasonable to maintain such status or listing if to do so would hinder or impede, in any way, any effort on the part of the Corporation to effect, or to take any steps in furtherance of, any amalgamation or business combination (whether by way of a merger, plan of arrangement, consolidation, share or other security exchange transaction, recapitalization, asset acquisition or other transaction) involving any one or more of itself and any of its subsidiaries or affiliates and completed in accordance with applicable Securities Laws;

           
    (iii)

    deliver to the Agents a copy of all press releases made and material change reports and other documents filed with any regulatory authority in connection with the Offering forthwith upon such press release being made or material change report and other documents being filed until 30 days after the Closing Date; and



    30

    (iv)

    forthwith after the Closing Date file such documents as may be required under the Securities Laws of the Offering Jurisdictions relating to the offering of the Offered Securities which, without limiting the generality of the foregoing, shall include a Form 45-106F1 as prescribed under National Instrument 45-106, Prospectus and Registration Exemptions of the Canadian Securities Administrators.

           
    (c)

    Standstill : Unless it has received the prior written consent of Dundee on behalf of the Agents, such consent not to be unreasonably withheld, the Corporation, and its key officers and directors, will not directly or indirectly sell or issue, or negotiate or enter into any agreement to sell or issue, or otherwise dispose of any Common Shares or securities convertible or exchangeable into Common Shares for a period of 120 days following the Closing Date, other than, in the case of the Corporation, the grant or exercise of stock options under the Corporation's stock option plan, the issuance of securities pursuant to existing obligations (including for greater certainty pursuant to the Arrangement Agreement) or in connection with an acquisition negotiated at arm's length.

           
    (d)

    Use of Proceeds : The Corporation shall use the net proceeds from the sale of the Offered Securities for working capital and general corporate purposes related to the operations of the Denison US Mining Division that are being acquired from Denison pursuant to the Arrangement Agreement.

           
    11.

    Termination

           
    (a)

    Right of Termination : The Agents shall be entitled, at the sole option thereof, to terminate and cancel, without any liability on the part of the Agents, all of the obligations thereof under this Agreement and the obligations of any Person who has executed a Subscription Agreement, by notice in writing to that effect delivered to the Corporation prior to or at the Closing Time if:

           
    (i)

    the Agents are not satisfied in the sole discretion, acting reasonably, thereof with the results of the due diligence review and investigation of the Corporation conducted by the Agents;

           
    (ii)

    there is in the sole opinion of the Agents a material change or change in a material fact or new material fact or an undisclosed material fact or material change which would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), capital, property, assets, operations, business, affairs, profitability or prospects of the Corporation or on the market price or value of the Common Shares or on the marketability of the Offered Securities;

           
    (iii)

    there should develop, occur or come into effect any occurrence of national or international consequence, or any action, law or regulation, inquiry or other event, action or occurrence of any nature whatsoever which, in the sole opinion of the Agents, seriously adversely affects, or could seriously adversely affect, the financial markets in Canada, the condition (financial or otherwise), capital, property, assets, operations, business, affairs, profitability or prospects of the Corporation or the market price or value of the Common Shares or the marketability of the Offered Securities;



    31

    (iv)

    the state of the financial markets is such that in the sole opinion of the Agents it would be unprofitable to offer or continue to offer for sale the Offered Securities;

           
    (v)

    any order to cease or suspend trading in any securities of the Corporation is made, threatened or announced by the Stock Exchange or any other securities regulatory authority; or

           
    (vi)

    the Corporation is in breach of any material term, condition, covenant or agreement contained in this Agreement or in any Subscription Agreement or any material representation or warranty given by the Corporation in this Agreement or in any Subscription Agreement is or becomes untrue, false or misleading.

           
    (b)

    Rights on Termination : Any termination by the Agents pursuant to subsection 11(a) hereof shall be effected by notice in writing delivered by the Agents to the Corporation at the address thereof as set out in section 15 hereof. The right of the Agents to so terminate the obligations thereof under this Agreement is in addition to such other remedies as the Agents may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. In the event of a termination by the Agents pursuant to subsection 11(a) hereof there shall be no further liability on the part of the Agents to the Corporation or of the Corporation to the Agents except any liability which may have arisen or may thereafter arise under either section 12 or 13 hereof.

           
    (c)

    Return of Purchase Price: If this Agreement is terminated by the Agents pursuant to subsection 11(a), the Purchase Price for the Offered Securities received from any Purchaser will be returned to such Purchaser, without interest or deduction.

           
    12.

    Indemnity and Contribution

           
    (a)

    Indemnity : The Corporation hereby covenants and agrees to, indemnify and save harmless each of the Agents and each investment dealer which is a member of any agency group formed by the Agents in connection with the Offering, each of their respective affiliates of each of them and the respective directors, officers, employees, shareholders, partners, advisors and agents of each of the Agents and each investment dealer which is a member of any agency group formed by the Agents in connection with the Offering and of each of the and affiliates of each of them (in this section 12 each an “Indemnified Person” and collectively the “Indemnified Persons”) from and against all losses (other than a loss of profits), claims, damages, liabilities and expenses (including the amount paid in reasonable settlement of any claim, action, suit or proceeding and the reasonable fees and expenses of counsel incurred obtaining advice in respect of, or in defending or settling, any such claim, action, suit or proceeding), joint or several, of whatsoever nature or kind to which an Indemnified Person may become subject or otherwise involved in any capacity under statute or common law or otherwise caused or incurred by reason of or in any way arising, directly or indirectly, from, by virtue of, or related to (other than by reason of breach of this Agreement, a fraudulent act, negligence, willful misconduct or bad faith of the Agents in which case this indemnity shall cease to apply to such Indemnified Person and such Indemnified Person shall reimburse any funds advanced by the Corporation to the Indemnified Person pursuant to this indemnity):



    32

      (i)

    enforcing the provisions of this Agreement or any Subscription Agreement;

         
      (ii)

    the Agents having acted as the agents of the Corporation in respect of the Offering;

         
      (iii)

    any statement or information contained in the Information which at the time and in light of the circumstances under which it was made containing or being alleged to contain a misrepresentation or being or being alleged to be untrue, false or misleading;

         
      (iv)

    the omission or alleged omission to state in the Information any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances under which it was made;

         
      (v)

    any order made or inquiry, investigation or proceeding commenced or threatened by any officer or official of the Stock Exchange, any securities commission or authority or any other competent authority, not based upon the activities or the alleged activities of any of the Agents or any member of any agency group formed by the Agents in connection with the Offering;

         
      (vi)

    the non-compliance or alleged non-compliance by the Corporation with any of the Securities Laws of the Offering Jurisdictions or any other applicable law in connection with the transactions contemplated herein;

         
      (vii)

    any negligence or willful misconduct by the Corporation relating to or connected with the sale by the Corporation of the Offered Securities;

         
      (viii)

    any misrepresentation or alleged misrepresentation (except any made by the Agents and for which the Agents did not rely on any information provided by the Corporation or anyone acting on its behalf) relating to the Offering or the Offered Securities, whether oral or written and whether made during and in connection with the Offering;

         
      (ix)

    any failure or alleged failure to make timely disclosure of material change by the Corporation, whether such failure or alleged failure occurs during the Offering or after the completion of the Offering, where such failure relates to the Offering or the Offered Securities and may give or gives rise to any liability under any statute in any jurisdiction which is in force on the date of this Agreement or which comes into force after that date; or

         
      (x)

    the breach of, or default under, any term, condition, covenant or agreement of the Corporation made or contained herein or in any other document of the Corporation delivered pursuant hereto or made by the Corporation in connection with the sale of the Offered Securities or any representation or warranty of the Corporation made or contained herein or in any other document of the Corporation delivered pursuant hereto or in connection with the sale of the Offered Securities being or being alleged to be untrue, false or misleading.



    33

    If any matter or thing contemplated by this section 12 shall be asserted against any Indemnified Person in respect of which indemnification is or might reasonably be considered to be provided hereunder, such Indemnified Person shall promptly notify the Corporation in writing as soon as possible of the nature of such claim and the Corporation shall be entitled, but not required, to assume the defence of any action, suit or proceeding brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to the Indemnified Person and that no settlement may be made by the Corporation or the Indemnified Person without the prior written consent of the other of them and the Corporation shall not be liable for any settlement of any such claim unless it has consented in writing to such settlement, such consent not to be unreasonably withheld.

      (b)

    Counsel : In any claim referred to in section 12 hereof, the Indemnified Person shall have the right to retain separate legal counsel to act on behalf of such Indemnified Person provided that the fees and disbursements of such separate legal counsel shall be paid by the Indemnified Person unless:

           
      (i)

    the Corporation fails to assume the defence of such claim on behalf of the Indemnified Person within a reasonable period of time of receiving notice of such claim;

           
      (ii)

    the Corporation and the Indemnified Person shall have mutually agreed in writing to the retention of such separate legal counsel; or

           
      (iii)

    the named parties to such claim (including any added, third or impleaded parties) include both the Corporation and the Indemnified Person and the Indemnified Person has been advised in writing by legal counsel to the Indemnified Person that representation of both the Corporation and the Indemnified Person by the same legal counsel would be inappropriate due to actual or potential differing interests between them;

           
     

    in which event or events the fees and disbursements of such separate legal counsel shall be paid by the Corporation, subject as hereinafter provided. Where more than one Indemnified Person is entitled to retain separate counsel in the circumstances described in this subsection 12(b), all Indemnified Persons shall be represented by one separate legal counsel and the fees and disbursements of only one separate legal counsel for all Indemnified Persons shall be paid by the Corporation, unless:

           
      (i)

    the Corporation and the Indemnified Persons have mutually agreed to the retention of more than one legal counsel for the Indemnified Persons; or

           
      (ii)

    the Indemnified Persons have or any of them has been advised in writing by legal counsel that representation of all of the Indemnified Persons by the same legal counsel would be inappropriate due to actual or potential differing interests between them.



    34

      (c)

    Waiver of Right : The Corporation hereby waives its right to recover contribution from the Agents and the other Indemnified Persons with respect to any liability of the Corporation by reason of or arising out of the indemnity provided by the Corporation in this section 12; provided, however, that such waiver shall not apply in respect of an Agent for any liability directly caused or incurred by reason or arising out of any information or statements relating solely to, and provided by, such Agent or any failure by such Agent in connection with the Offering to provide to Purchasers any document which the Corporation is required to provide to the Purchasers and which the Corporation has provided or made available to the Agents to forward to the Purchasers or any breach by the Agents of their covenants hereunder.

           
      (d)

    Contribution :

           
      (i)

    In order to provide for just and equitable contribution in circumstances in which the indemnity contained in this section 12 is, for any reason of policy or otherwise, held to be unavailable to or unenforceable by, in whole or in part, an Indemnified Person other than in accordance with the provisions of this section 12, the Corporation shall contribute to the aggregate losses (other than a loss of profit), claims, damages, liabilities and expenses (including the amount paid in settlement of any claim, action, suit or proceeding and the fees and expenses of counsel on a solicitor and his own client basis incurred obtaining advice in respect of, or in defending or settling, any such claim, action, suit or proceeding) of the nature contemplated by such indemnity incurred or paid by the Indemnified Person in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Indemnified Person on the other hand in connection with the Offering but also the relative fault of the Corporation on the one hand and the Indemnified Person on the other hand in connection with the matters, things and actions which resulted in such losses, claims, damages, payments, liabilities, costs, fines, penalties or expenses as well as any other relevant equitable considerations or, if such allocation is not permitted by applicable law, in such proportion so that the Indemnified Person shall be responsible for the proportion represented by the percentage that the Agents' fee per Offered Security bears to the Purchase Price and the Corporation shall be responsible for the balance, whether or not they are a party to the same or separate claims; provided, however, that no Person who has engaged in any dishonesty, fraud, fraudulent misrepresentation, fraudulent act, negligence, willful misconduct or willful default shall be entitled to contribution from any Person who has not engaged in any dishonesty, fraud, fraudulent misrepresentation, fraudulent act, negligence, willful misconduct or willful default and further provided that in no event shall any Agent be responsible for any amount in excess of the cash fee actually received from the Corporation under this Agreement and retained by the such Agent. For purposes of this subsection 12(d), relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact relates to information supplied by the Corporation on the one hand or the Agents on the other hand and the relevant intent, knowledge, access to information and opportunity to correct or prevent any such untrue statement or omission of the Corporation and the Indemnified Person.



    35

      (ii)

    In the event that the Corporation is held to be entitled to contribution from the Agents under the provisions of any statute or law, the Corporation shall be limited to such contribution in an amount not exceeding the lesser of:


      A.

    the portion of the amount of the loss or liability giving rise to such contribution for which the particular Agent is responsible as determined in accordance with subsection 12(d) above; and

         
      B.

    the amount of the cash fee actually received from the Corporation under this Agreement and retained by such Agent.


      (iii)

    For purposes of this subsection 12(d), each party hereto shall give prompt notice to the other party hereto of any claim, action, suit or proceeding threatened or commenced in respect of which a claim for contribution may be made under this subsection 12(d).


      (e)

    Held in Trust : The Corporation hereby constitutes Dundee as trustee for the Agents and to the extent that the indemnity contained in subsection 12(a) hereof is given in favor of a Person who is not a party to this Agreement such Persons for such indemnity and the covenants given by Corporation to such Person in this Agreement. Dundee hereby accepts such trust and holds such indemnity and covenants for the benefit of such Persons. The benefit of such indemnity and covenants shall be held by Dundee in trust for the Persons in favour of whom such indemnities and covenants are given and may be enforced directly by such Persons.


    13.

    Expenses

       

    Whether or not the purchase and sale of the Offered Securities shall be completed as contemplated by this Agreement, all reasonable expenses of or incidental to the issue, sale and delivery of the Offered Securities and of or incidental to all matters in connection with the transaction herein set out shall be borne by the Corporation including, without limitation, the reasonable fees and expenses (plus applicable taxes) of legal counsel for the Agents and all out- of-pocket costs and expenses (including applicable taxes) incurred by the Agents (collectively, the “ Expenses ”). The Expenses shall be payable by wire transfer or by certified cheque by the Corporation to the Agents, or as the Agents may direct, at the earlier of (i) the Escrow Release Time, and (ii) the Termination Time.

       
    14.

    Conditions

       

    All of the terms and conditions contained in this Agreement to be satisfied by the Corporation prior to the Closing Time shall be construed as conditions and any breach or failure by the Corporation to comply with any of such terms and conditions shall entitle the Agents to terminate the obligations thereof to complete the Closing by written notice to that effect given by the Agents to the Corporation prior to the Closing Time. It is understood and agreed that the Agents may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights thereof in respect of any other such term and condition or any other or subsequent breach or non-compliance; provided that to be binding on the Agents any such waiver or extension must be in writing and signed by the Agents. If the Agents shall elect to terminate the obligations thereof to complete the Closing as aforesaid, whether the reason for such termination is within or beyond the control of the Corporation, the liability of the Corporation hereunder shall be limited to the indemnity referred to in section 12 hereof, the right to contribution referred to in section 12 hereof and the payment of expenses referred to in section 13 hereof.



    36

    15.

    Notices

       

    Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be personally delivered or sent by telecopier or other electronic means no later than 5:00 p.m., Toronto time, on a Business Day to the following addresses:


      (a) in the case of the Corporation:
           
        Energy Fuels Inc.
        2 Toronto Street
        Suite 500  
        Toronto, Ontario
        M5C 2B6  
           
        Attention: Stephen P. Antony, President and Chief Executive Officer
        Fax: (303) 974-2141
           
           
        with a copy to (which shall not constitute notice):
           
        Borden Ladner Gervais LLP
        Scotia Plaza  
        40 King Street West, 44 th Floor
        Toronto, Ontario
        M5H 3Y4  
           
        Attention: Mark Wheeler
        Telecopier: (416) 361-7376
           
      (b) in the case of the Agents:
           
        Dundee Securities Ltd.
        1 Adelaide Street East
        Suite 2700  
        Toronto, Ontario
        M5C 2V9  
           
        Attention: David G. Anderson, Vice Chairman, Investment Banking
        Telecopier: (416) 849-1380


    37

      with a copy to (which shall not constitute notice):
         
      Fraser Milner Casgrain LLP
      77 King Street West, Suite 400
      Toronto-Dominion Centre
      Toronto, Ontario
      M5K 0A1  
         
      Attention: Abbas Ali Khan
      Telecopier: 416-863-4592

    Either the Corporation or the Agents may change its address for notice by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered to a responsible officer of the addressee, shall be given by telecopier, and shall be deemed to have been given on the day on which it was delivered or sent by telecopier unless it was faxed outside of usual business hours in the jurisdiction of receipt in which case it shall be deemed given on the next Business Day.

         
    16.

    Miscellaneous

         
    (a)

    Governing Law : This Agreement shall be governed by and be interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts of such province.

         
    (b)

    Time of Essence : Time shall be of the essence of this Agreement.

         
    (c)

    Survival : All representations, warranties, covenants and agreements of the Corporation and the Agents herein contained or contained in any documents contemplated by, or delivered pursuant to, this Agreement or in connection with the purchase and sale of the Offered Securities shall survive the purchase and sale of the Offered Securities and the termination of this Agreement and shall continue in full force and effect for the benefit of the Corporation, Agents and the Purchasers, for a period of 36 months following the Closing Date.

         
    (d)

    Counterparts : This Agreement may be executed by any one or more of the parties to this Agreement by facsimile or portable electronic format (“PDF”) or in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

         
    (e)

    Entire Agreement : This Agreement constitutes the entire agreement between the Corporation and the Agents in connection with the issue and sale of the Offered Securities by the Corporation and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, including, but not limited to, any engagement agreement or term sheet relating to the Offering between the Corporation and the Agents.

         
    (f)

    Severability : If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severed from this Agreement.



    38

      (g)

    Language : The parties hereto acknowledge and confirm that they have requested that this Agreement as well as all notices and other documents contemplated hereby be drawn up in the English language. Les parties aux présentes reconnaissent et confirment qu'elles ont convenu que la présente convention ainsi que tous les avis et documents qui s'y rattachent soient rédigés dans la langue anglaise.

    [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


    Would you kindly confirm the agreement of the Corporation to the foregoing by executing three duplicate copies of this Agreement and thereafter returning two such executed copies to Dundee.

    Yours truly,

    DUNDEE SECURITIES LTD.

    By:    
      (signed) “David G. Anderson”  
      Name: David G. Anderson  
      Title: Vice Chairman, Investment Banking  
           
    HAYWOOD SECURITIES INC.  
    By:  
      (signed) “Kevin Campbell”  
      Name: Kevin Campbell  
      Title: Managing Director, Investment Banking  
           
    SCOTIA CAPITAL INC.  
    By:  
      (signed) “Don Njegovan”  
      Name: Don Njegovan  
      Title: Managing Director, Investment Banking  
           
    VERSANT PARTNERS INC.  
    By:  
           
      (signed) “Paul Rajchgod”  
      Name: Paul Rajchgod  
      Title: Managing Director, Investment Banking  

    The undersigned hereby accepts and agrees to the foregoing as of the 21 st day of June, 2012.

    ENERGY FUELS INC.

    By: (signed) “Stephen P. Antony”  
    Name: Stephen P. Antony  
    Title: Chief Executive Officer  


    Schedule A

    COMPLIANCE WITH UNITED STATES SECURITIES LAWS

    1.

    For the purposes of this Schedule "A", the following terms will have the meanings indicated:

         
    1.1

    " Accredited Investor " means those "accredited investors" specified in Rule 501(a) of Regulation D;

         
    1.2

    " affiliate " has the meaning given to such term in Rule 405 of Regulation C under the U.S. Securities Act;

         
    1.3

    " Directed Selling Efforts " means "directed selling efforts" as defined in Rule 902 of Regulation S and, without limiting the foregoing, but for greater clarity, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Offered Securities or the Underlying Securities, and includes, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of such securities;

         
    1.4

    " Foreign Issuer " means a "foreign issuer" defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means any issuer that is (a) the government of any country, or of any political subdivision of a country, other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States.

         
    1.5

    " General Solicitation " or " General Advertising " means "general solicitation" or "general advertising", as used in Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

         
    1.6

    " Regulation D " means Regulation D promulgated under the U.S. Securities Act;

         
    1.7

    " Regulation S " means Regulation S promulgated under the U.S. Securities Act;

         
    1.8

    " Substantial U.S. Market Interest " means "substantial U.S. market interest" as defined in Rule 902(j) of Regulation S;




    1.9

    " U.S. Exchange Act " means the United States Securities Exchange Act of 1934, as amended;

         
    1.10

    " U.S. Person " means those "U.S. persons" specified in Rule 902(k) of Regulation S;

         
    1.11

    " U.S. Placement Agent " means Dundee Securities Inc.; and

         
    1.12

    " U.S. Purchaser " means a purchaser of Offered Securities that (i) acquired the Offered Securities in the United States, (ii) was offered Offered Securities in the United States, or (iii) is, or is acquiring the Offered Securities for the account or benefit of, a U.S. Person;

         
    1.13

    " U.S. Securities Act " means the United States Securities Act of 1933, as amended;

         

    Capitalized terms used herein but not defined shall have the meanings given to them in the Agency Agreement to which this Schedule "A" is attached.

         
    2.

    The Agents may offer the Offered Securities, including, without limitation, in the United States or to U.S. Persons, for sale directly by the Corporation on the terms and subject to the conditions of this Schedule "A". In connection with the offer and sale of the Offered Securities, the Corporation represents, warrants, covenants and agrees that:

         
    2.1

    the Corporation is, and at the Closing Time will be, a Foreign Issuer and reasonably believes, and at the Closing Time will reasonably believe, that there is no Substantial U.S. Market Interest in the Offered Securities or the Underlying Securities;

         
    2.2

    none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates, the U.S. Placement Agent, and any persons acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement), has made or will make any Directed Selling Efforts;

         
    2.3

    the Corporation is not, and following the application from the proceeds of the sale of the Offered Securities, will not be, registered or required to be registered as an "investment company" under the United States Investment Company Act of 1940, as amended;

         
    2.4

    none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates, the U.S. Placement Agent, and any persons acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has engaged or will engage in any form of General Solicitation or General Advertising, or in any conduct involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act, in connection with the offer and sale of the Offered Securities in the United States;

         
    2.5

    except through the Agents and the U.S. Placement Agent, the Corporation has not made and will not make any offers to sell, or solicitations of offers to buy, Offered Securities in the United States or to U.S. Persons;




      2.6

    the Corporation, its affiliates and any person acting on its or their behalf (other than the Agents, their affiliates, the U.S. Placement Agent, and any persons acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) have complied and will comply with the requirements for an "offshore transaction", as such term is defined in Regulation S, in connection with the offer and sale of the Offered Securities outside the United States;

         
      2.7

    the Corporation, its affiliates and any person acting on its or their behalf have complied and will comply with the requirements for an "offshore transaction", as such term is defined in Regulation S;

         
      2.8

    none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates, the U.S. Placement Agent, and any persons acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506 of Regulation D, or the exclusion from registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S, to be unavailable for the offer and sale of the Offered Securities;

         
      2.9

    the Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws;

         
    2.10

    neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D;

         
      2.11

    none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates, the U.S. Placement Agent, and any persons acting on their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has taken or will take, directly or indirectly, any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities;

         
    2.12

    during the period beginning six months prior to the commencement of the offering of Offered Securities and ending six months after the Closing Date, the Corporation has not sold, offered for sale or solicited any offer to buy, and will not sell, offer for sale or solicit any offer to buy, any of its securities in a manner that would be integrated with, and would cause the exemption from registration provided by Rule 506 of Regulation D to be unavailable with respect to, offers and sale of the Offered Securities pursuant to this Schedule "A" and the Agency Agreement to which it is attached; and

         
      2.13

    the Corporation will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the issuance of the Unit Shares or Warrants pursuant to the Offered Securities.




    3.

    Each of the Agents acknowledges that the Offered Securities and the Underlying Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and the Offered Securities and the Underlying Securities may only be offered and sold in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Agent, separately and not jointly, represents, warrants, covenants and agrees, and will cause the U.S. Placement Agent to comply with such representations, warranties, covenants and agreements, that:

         
    3.1

    it has not offered or sold, and will not offer or sell, any Offered Securities constituting part of its allotment described in the Agency Agreement within the United States except as provided in this Schedule "A" or outside of the United States to non-U.S. Persons in an "offshore transaction" (as defined in Regulation S) and otherwise in accordance with Rule 903 of Regulation S. Accordingly, except as permitted in this Schedule "A", neither it nor any of its affiliates nor any person acting on its or their behalf has made or will make: (i) any offer to sell or any solicitation of an offer to buy, any Offered Securities to any person in the United States or a U.S. Purchaser, (ii) any sale of Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts;

         
    3.2

    it has offered and will offer Offered Securities in the United States only through the U.S. Placement Agent, only to Accredited Investors for sale directly by the Corporation in compliance with Rule 506 of Regulation D, and such offers and sales have been and will be made in compliance with an exemption from the registration or qualification requirements of all applicable state securities laws;

         
    3.3

    it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its affiliates, any selling dealer group members (if any) or with the prior written consent of the Corporation. It shall require each selling dealer group member to agree, for the benefit of the Corporation, to comply with, and shall use its commercially reasonable efforts to ensure that each selling dealer group member complies with, the same provisions of this Schedule "A" as apply to such Agent as if such provisions applied to such selling dealer group member;

         
    3.4

    neither it nor any of its affiliates nor any person acting on its or their behalf has or will engage in any form of General Solicitation or General Advertising or in any conduct involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act in connection with the offer and sale of the Offered Securities in the United States;

         
    3.5

    all offers and sales of the Offered Securities in the United States have been and will be effected through the U.S. Placement Agent, in compliance with all applicable United States federal and state securities laws, including laws and regulations governing the registration and conduct of brokers and dealers;




      3.6

    Dundee represents and warrants that the U.S. Placement Agent is, on the date hereof, and was and will be on the date of each offer and sale of Offered Securities made by it, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements), and a member of, and in good standing with, the Financial Industry Regulation Authority, Inc.;

         
      3.7

    each offeree and purchaser of Offered Securities in the United States has been and will be provided with the same information with respect to the Corporation and the offering of the Offered Securities as has been and will be provided to offerees and purchasers in Canada;

         
      3.8

    any offer, sale or solicitation of an offer to buy Offered Securities that has been made or will be made by it in the United States, through the U.S. Placement Agent, was or will be made only to a person it or the U.S. Placement Agent reasonably believed and believes to be an Accredited Investor who is acquiring the Offered Securities (i) for its own account or (ii) for the account of an Accredited Investor with respect to which it exercises sole investment discretion, in a transaction that is exempt from registration under the U.S. Securities Act and applicable state securities laws;

         
      3.9

    immediately prior to soliciting offerees in the United States through the U.S. Placement Agent, it had reasonable grounds to believe and did believe that each such offeree was an Accredited Investor and at the time of completion of each sale to a U.S. Purchaser, the Agent will have reasonable grounds to believe and will believe, that each U.S. Purchaser designated by such Agent to purchase Offered Securities from the Corporation is an Accredited Investor;

         
      3.10

    prior to any sale of Offered Securities to a U.S. Purchaser designated by such Agent to purchase Offered Securities from the Corporation, it caused each such U.S. Purchaser to sign a Subscription Agreement prepared for use in connection with the offer and sale of the Offered Securities in the United States;

         
      3.11

    none of it, any of its affiliates or any person acting on any of their behalf has taken or will take, directly or indirectly, any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities;

         
      3.12

    none of it, any of its affiliates or any person acting on any of their behalf will solicit the issuance of the Subscription Shares or Subscription Warrants pursuant to the Offered Securities or will pay, give or receive any commission or other remuneration, directly or indirectly, for soliciting the issuance of the Subscription Shares or Subscription Warrants pursuant to the Offered Securities;

         
      3.13

    prior to the Closing Date, Dundee will provide or cause the U.S. Placement Agent to provide the transfer agent for the Offered Securities with a list of all U.S. Purchasers of the Offered Securities; and




      3.14

    at the Closing Time, Dundee, together with the U.S. Placement Agent, on behalf of the Agents, will provide a certificate, substantially in the form of Exhibit A to this Schedule "A", relating to the manner of the offer and sale of the Offered Securities in the United States.



    Exhibit A

    AGENT’S CERTIFICATE

    In connection with the private placement in the United States of the Offered Securities of Energy Fuels Inc. (the " Corporation ") pursuant to the agency agreement, dated June 21, 2012, among the Corporation and the Agents named therein (the " Agency Agreement "), each of the undersigned does hereby certify, on behalf of the Agents, in favour of the Corporation, as follows:

    I.

    Dundee Securities Inc. (the " U.S. Affiliate ") is on the date hereof, and was on the date of each offer and sale of Offered Securities in the United States made by it, duly registered as a broker- dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state in which each such offer and sale was made (unless exempted from the respective state's broker- dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and all offers of Offered Securities in the United States were effected by the U.S. Affiliate in accordance with all U.S. federal and state securities laws, including laws and regulations governing the registration and conduct of brokers and dealers;

       
    II.

    we provided each offeree and purchaser of Offered Securities in the United States with the same information with respect to the Corporation and the offering of the Offered Securities as we provided to offerees and purchasers in Canada;

       
    III.

    immediately prior to our making offers of Offered Securities to offerees in the United States, we had reasonable grounds to believe and did believe that each offeree was, and continue to believe that each U.S. Purchaser purchasing Offered Securities from the Corporation is, an Accredited Investor;

       
    IV.

    no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Offered Securities in the United States;

       
    V.

    prior to any sale of Offered Securities to a U.S. Purchaser, we caused such U.S. Purchaser to sign a Subscription Agreement prepared for use in connection with the offer and sale of the Offered Securities in the United States;

       
    VI.

    neither we, nor our affiliates, nor any person acting on our behalf, have taken or will take, directly or indirectly, any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities; and

       
    VII.

    the offering of the Offered Securities in the United States has been conducted by us in accordance with the terms of the Agency Agreement.



    - 2 -

    Unless otherwise defined, capitalized terms used in this certificate have the meanings given to them in the Agency Agreement.

    Dated , 2012.

    DUNDEE SECURITIES LTD.   DUNDEE SECURITIES INC.
             
             
             
    By:   By:  
      Name:     Name:
      Title:     Title:


    - 3 -

    Schedule B

    Officers' Certificate

    TO: DUNDEE SECURITIES LTD.
      HAYWOOD SECURITIES INC.
      SCOTIA CAPITAL INC.
      VERSANT PARTNERS INC.
       
      (collectively, the “Agents”)
       
    AND TO: FRASER MILNER CASGRAIN LLP

    CERTIFICATE

    The undersigned, <>, <> of Energy Fuels Inc. (the “Corporation”), and <>, <> of the Corporation, hereby certify, for and on behalf of the Corporation in their capacity as officers of the Corporation and not in their personal capacity, after having made due inquiry, to the best of their knowledge, information and belief:

    1.

    This certificate is being made and delivered pursuant to subparagraph 5(a)(ii)E of the agency agreement dated June 21, 2012 between the Corporation and the Agents (the “Agency Agreement”) and we acknowledge that the addressees hereof will be relying on this certificate

       
    2.

    The Corporation has complied with all covenants and agreements contained in, and has satisfied all of the terms and conditions of, the Agency Agreement (as hereinafter defined) to be complied with and satisfied by the Corporation at or prior to the Closing Time.

       
    3.

    The representations and warranties of the Corporation contained in the Agency Agreement are true and correct in all material respects as of the Closing Time (other than those that speak to a specific time in which case they shall have been true and correct in all material respects at such time) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated thereby.

       
    4.

    No order, ruling or determination having the effect of ceasing or suspending the sale or ceasing, suspending or restricting trading in the Common Shares or any other securities of the Corporation in the Reporting Jurisdictions has been issued or made by any stock exchange, securities commission or other regulatory authority and is continuing in effect and no proceedings, investigations or enquiries for such purpose have been instituted or are pending.

    Unless otherwise defined herein, all words and terms with the initial letter or letters thereof capitalized in this certificate and not defined herein but defined in the Agency Agreement shall have the meanings given to such capitalized words and terms in the Agency Agreement. The undersigned acknowledge that they are familiar with the definitions given to the capitalized words and terms in the Agency Agreement and such definitions are hereby incorporated by reference.


    - 4 -

    IN WITNESS WHEREOF the undersigned have executed this certificate as of the _____ day of June, 2012.

       
      <>, the <> of
      Energy Fuels Inc.
       
       
       
      <>, the <> of
      Energy Fuels Inc.



    Exhibit 99.53


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces Shareholder Approval of Acquisition of Denison US Mining Division

    Toronto, Ontario – June 25, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels ”) is pleased to announce that at a special meeting held today shareholders of Energy Fuels overwhelmingly approved the previously announced acquisition of the US Mining Division of Denison Mines Corp. (“ Denison ”). Pursuant to the proposed transaction, which is to be effected by a Plan of Arrangement of Denison (the “Arrangement”), Energy Fuels will issue 425,441,494 common shares in exchange for all of the shares and inter-company indebtedness of the subsidiaries of Denison holding all of Denison’s mining assets and operations located in the United States. Details of the transaction are set out in Energy Fuels’ management information circular dated May 28, 2012, which is available under Energy Fuels’ profile on www.sedar.com.

    Of the votes cast at the Energy Fuels shareholder meeting, 99.21% were in favour of the Arrangement. Earlier today, shareholders of Denison also approved the Arrangement, with 99.07% of the votes cast at the Denison meeting voted in favour.

    Shareholders of Energy Fuels also approved the issuance of compensation shares to Dundee Securities Ltd. in connection with the Arrangement and the proposed share consolidation of the issued and outstanding shares of Energy Fuels on a 10 to 1 basis. The board of directors of Energy Fuels will decide when and if the share consolidation will be implemented. The share consolidation will not be implemented prior to the completion of the Arrangement.

    Completion of the Arrangement is subject to satisfaction of various conditions, including the issuance of a final order approving the Arrangement by the Superior Court of Justice. The hearing in respect of such final order is scheduled for June 27, 2012. Subject to satisfaction of such conditions, Energy Fuels and Denison anticipate that the Arrangement will effective at 11:59 pm on June 29, 2012.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Arrangement between Energy Fuels and Denison, the benefits and synergies of the Arrangement, future opportunities for Energy Fuels and any other statements regarding Energy Fuels’ future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Arrangement; the conditions to the completion of the Arrangement, including the receipt of court approval or the regulatory approvals required for the Arrangement may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Arrangement; the volatility of the international marketplace; and any other factors described in Energy Fuels’ most recent annual and quarterly financial reports.


    Energy Fuels assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.

    For further information please contact

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com



    Exhibit 99.54

    ENERGY FUELS INC.
    (the “Corporation”)

    Report of Voting Results

    In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations , the Corporation hereby advises of the results of the voting on the matters submitted to the Special Meeting (the “ Meeting ”) of shareholders of the Corporation (the “ Shareholders ”) held on Monday, June 25, 2012. At the Meeting, the Shareholders were asked to consider certain matters outlined in the Notice of Special Meeting and Management Information Circular dated May 28, 2012 (the “ Management Information Circular ”).

    The matters voted upon at the Meeting and the results of the voting were as follows:


    SPECIAL BUSINESS
      OUTCOME
    OF VOTE
    VOTES BY BALLOT
    Votes
    For
    Votes
    Against
    Votes
    Withheld
    1.

    The approval of the Acquisition Resolution attached as Schedule A to the Management Information Circular.

    Carried 56,317,800
    (99.21%)
    448,693
    (0.79%)
    -
    2.

    The approval of the issuance of common shares to Dundee Securities Ltd., as described in the Management Information Circular.

    Passed by
    show of
    hands
    - - -
    3.

    The approval of the Share Consolidation Resolution attached as Schedule “G” to the Management Information Circular.

    Carried 55,818,390
    (98.33%)
    948,103
    (1.67%)
    -

    DATED this 25 th day of June, 2012

      ENERGY FUELS INC.
         
         
      Per     (signed) “Gary R. Steele”               
        Gary R. Steele, Corporate Secretary



    Exhibit 99.55

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces $22 Million Bought Deal

    June 26, 2012

    Toronto, Ontario

    Energy Fuels Inc. (the "Company") (TSX:EFR) is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. and Scotiabank as co-lead underwriters (the “Lead Underwriters”) on behalf of a syndicate of underwriters including National Bank Financial Inc., Haywood Securities Inc. and Versant Partners Inc. (the “Underwriters”) under which the Underwriters have agreed to purchase, on a bought deal basis, 22,000 floating-rate convertible unsecured subordinated debentures (the “Debentures”) at a price per Debenture of $1,000 for total gross proceeds of $22,000,000 (the “Offering”). The Underwriters have been granted the option (the “Option”) to sell up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 30 days following the closing of the Offering which is scheduled for on or about July 24, 2012 (the “Closing Date”).

    The Debentures will mature on June 30, 2017 (the “Maturity Date”) and will bear interest, accruing, calculated and payable semi-annually in arrears on June 30 and December 31 of each year, at a fluctuating rate, of not less than 8.5% and not more than 13.5%, dependent on the simple average of the Ux Weekly Indicator (Spot Price) published by the Ux Consulting Company, LLC (the “UxC U308 Weekly Indicator Price”) during the applicable semi-annual period (or such shorter period of time, if applicable) according to the table below:

    UxC U3O8 Weekly Annual
      Indicator Price (in US$) Interest Rate
    Up to $54.99 8.50%
    $55.00 - $ 59.99 9.00%
    $60.00 - $ 64.99 9.50%
    $65.00 - $ 69.99 10.00%
    $70.00 - $ 74.99 10.50%
    $75.00 - $ 79.99 11.00%
    $80.00 - $ 84.99 11.50%
    $85.00 - $ 89.99 12.00%
    $90.00 - $ 94.99 12.50%
    $95.00 - $ 99.99 13.00%
    $100 and above 13.50%

    The first interest payment date is December 31, 2012, and will consist of interest accrued from and including the Closing Date calculated in accordance with the above table based on the simple average of the UxC U308 Weekly Indicator Price during the stub interest payment period.

    The Debentures will be convertible at the holder’s option into common shares (“Common Shares”) of the Company at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption of the Debentures at a conversion price of $0.30 per Common Share (the “Conversion Price”), being a ratio of 3,333.33 Common Shares per $1,000 principal amount of Debentures.

    The Debentures will rank subordinate in right of payment of principal and interest to all present and future senior obligations of the Company and will rank pari-passu to all present and future unsecured indebtedness.

    The Debentures will be offered by way of a short form prospectus in all provinces in Canada. The Company agrees that the Underwriters may distribute the Debentures in the United States by private placement to “qualified institutional buyers” as defined in Rule 144A, and such other jurisdictions as may be agreed upon by the Company and the Underwriters.


    The Company intends to use the net proceeds of the Offering for mine development of the Company’s existing properties, permitting of the Sheep Mountain Project, and working capital.

    About Energy Fuels

    Energy Fuels Inc. is a uranium and vanadium mineral development company. The Company recently acquired Titan Uranium Inc., including the Sheep Mountain Project in the Crooks Gap District of Wyoming. The Company is in the process of acquiring the U.S. mining division of Denison Mines Corp. which is anticipated to close on June 29, 2012.

    With about 61,000 acres of highly prospective uranium and vanadium properties located in the states of Colorado, Utah, Arizona, Wyoming, and New Mexico, and exploration properties in Saskatchewan's Athabasca Basin totalling approximately 32,000 additional acres, the Company has a full pipeline of additional development prospects. Energy Fuels, through its wholly-owned subsidiaries, Energy Fuels Resources Corporation, Titan Uranium Inc., and Magnum Uranium Corp., has assembled this property portfolio along with a first class management team, including highly skilled technical mining and milling professionals based in Lakewood and Naturita, Colorado and Kanab, Utah.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the Arrangement Agreement and completion of the Transaction between Energy Fuels and Denison and any other statements regarding Energy Fuels' and Denison's future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels' and Denison's ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels' and Denison's most recent annual information forms and annual and quarterly financial reports.

    Energy Fuels and Denison assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels' and Denison's respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Denison relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Stephen P. Antony
    President & CEO
    (303) 974-2140
    s.antony@energyfuels.com
    www.energyfuels.com



    Exhibit 99.56

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. and Denison Mines Corp. Announce
    Receipt of Final Order

    June 27, 2012

    Toronto, Ontario – Energy Fuels Inc. (“Energy Fuels”) (EFR:TSX) and Denison Mines Corp. (“Denison”) (DML:TSX; DNN: NYSE MKT) are pleased to announce that the Ontario Superior Court of Justice has issued a final order approving the plan of arrangement (the “Arrangement”) whereby Energy Fuels will acquire all of the shares of the subsidiaries holding Denison’s U.S. mining assets and operations (the "US Mining Division"), as well as all of the inter-company debt between Denison and the US Mining Division.

    Pursuant to the Arrangement, Denison will complete a reorganization transaction which will result in Denison shareholders receiving approximately 1.106 common shares of Energy Fuels per Denison common share held, while retaining their interest in Denison. After the Arrangement, Denison shareholders will hold the same number of common shares of Denison as were held prior to the Arrangement. Further information about the Arrangement is set out in the management information circulars of Energy Fuels and Denison, each dated May 28, 2012, which are available on www.sedar.com .

    Assuming that all other conditions set out in the Arrangement Agreement dated May 23, 2012 between Energy Fuels and Denison are satisfied or waived, the Arrangement is expected to become effective at 11:59 p.m. on June 29, 2012.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the completion of the Arrangement between Energy Fuels and Denison and any other statements regarding Energy Fuels’ or Denison’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Denison’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: that receipt of third party and regulatory approvals required for the Arrangement may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Arrangement; the volatility of the international marketplace; and other risk factors as described in Energy Fuels’ and Denison’s most recent annual information forms and annual and quarterly financial reports.


    Energy Fuels and Denison assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Denison’s respective filings with the various provincial securities commissions which are available online at www.sedar.com . Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Denison relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities to be issued pursuant to the Arrangement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    For further information please contact:

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com

    For Denison Mines Corp.
    Ron Hochstein, President & CEO
    Phone No.: (416) 979-1991 x232
    Email: rhochstein@denisonmines.com



    Exhibit 99.57


    ENERGY FUELS INC.

    TECHNICAL REPORT ON THE
    EZ1 AND EZ2 BRECCIA PIPES,
    ARIZONA STRIP DISTRICT, U.S.A.

    NI 43-101 Report

    Qualified Persons:
    David A. Ross, M.Sc., P.Geo.
    Christopher Moreton, Ph.D., P.Geo.

    June 27, 2012
    ROSCOE POSTLE ASSOCIATES INC.

    Report Control Form

    Document Title

    Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona

     

    Strip District, U.S.A.


    Client Name & Address

    Energy Fuels Inc.

     

    44 Union Blvd. Suite 600

     

    Lakewood, Colorado

     

    80228


    Document Reference

     

    Status &

     

     

    Project #1920

    Issue No.

    Version

    0


    Issue Date

    June 27, 2012

     

    Lead Author

    David Ross

     

    (Signed)

     

    Christopher Moreton

     

    (Signed)

     

     

     

     

    Peer Reviewer

    Deborah A. McCombe

     

    (Signed)

     

     

     

     

    Project Manager Approval

    Deborah A. McCombe

     

    (Signed)

     

     

     

     

    Project Director Approval

    William E. Roscoe

     

    (Signed)


    Report Distribution

    Name

    No. of Copies

    Client

     

     

     

     

    RPA Filing

    1 (project box)

    Roscoe Postle Associates Inc.
    55 University Avenue, Suite 501
    Toronto, Ontario M5J 2H7
    Canada
    Tel: +1 416 947 0907
    Fax: +1 416 947 0395
    mining@rpacan.com


    www.rpacan.com

    TABLE OF CONTENTS

      PAGE
    1 SUMMARY 1-1
             Executive Summary 1-1
             Technical Summary 1-4
    2 INTRODUCTION 2-1
    3 RELIANCE ON OTHER EXPERTS 3-1
    4 PROPERTY DESCRIPTION AND LOCATION 4-1
             Environmental Permitting Requirements 4-2
    5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 5-1
             Accessibility 5-1
             Climate 5-1
             Local Resources 5-1
             Physiography 5-2
    6 HISTORY 6-1
             Historical Mineral Resources 6-2
             Historical Resource Estimate Comparison with Actual Production 6-5
    7 GEOLOGICAL SETTING AND MINERALIZATION 7-1
             Regional Geology 7-1
             Property Geology 7-3
             Mineralization 7-5
    8 DEPOSIT TYPES 8-1
    9 EXPLORATION 9-1
    10 DRILLING 10-1
    11 SAMPLE PREPARATION, ANALYSES AND SECURITY 11-1
             Sampling Method and Approach 11-1
    12 DATA VERIFICATION 12-1
    13 MINERAL PROCESSING AND METALLURGICAL TESTING 13-1
    14 MINERAL RESOURCE ESTIMATE 14-1
             General Statement 14-1
             EZ1 Deposit Resource Estimate 14-2
             EZ2 Deposit Resource Estimate 14-16
    15 MINERAL RESERVE ESTIMATE 15-1
    16 MINING METHODS 16-1
    17 RECOVERY METHODS 17-1
    18 PROJECT INFRASTRUCTURE 18-1

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page i

    www.rpacan.com

    19 MARKET STUDIES AND CONTRACTS 19- 1
             Markets 19- 1
    20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT 20- 1
    21 CAPITAL AND OPERATING COSTS 21- 1
    22 ECONOMIC ANALYSIS 22- 1
    23 ADJACENT PROPERTIES 23- 1
    24 OTHER RELEVANT DATA AND INFORMATION 24- 1
    25 INTERPRETATION AND CONCLUSIONS 25- 1
    26 RECOMMENDATIONS 26- 1
    27 REFERENCES 27- 1
    28 DATE AND SIGNATURE PAGE 28- 1
    29 CERTIFICATE OF QUALIFIED PERSON 29- 1

    LIST OF TABLES

      PAGE
    Table 1-1 Inferred Mineral Resources - December 31, 2011 1-2
    Table 1-2 Recommended Program and Budget 1-4
    Table 4-1 Tenure Data (1) 4-1
    Table 6-1 Historical Resource/Reserve Estimation Parameters Used by Energy Fuels 6-3
    Table 6-2 Proven, Probable and “Possible” Mineral Reserves 6-4
    Table 6-3 Indicated Mineral Reserves 6-4
    Table 6-4 Energy Fuels Resource Estimates vs. Actual Production 6-5
    Table 7 -1 Descriptive Summary of Mineralization 7-6
    Table 13-1 Metallurgical Evaluation of High CaCO 3 Uranium Ores 13- 1
    Table 14-1 Inferred Mineral Resources – December 31, 2011 14- 1
    Table 14-2 EZ1 Energy Fuels Database Records 14- 2
    Table 14-3 Raw eU 3 O 8 Statistics for EZ1 (Energy Fuels) 14- 3
    Table 14-4 Raw eU 3 O 8 Statistics for EZ1 (RPA) 14- 3
    Table 14-5 Descriptive Statistics (Uncapped Values) for Each EZ1 Solid 14- 6
    Table 14-6 Descriptive Statistics of Capped eU 3 O 8 Values for EZ1 14- 9
    Table 14-7 Descriptive Statistics of Composite eU 3 O 8 Values for EZ1 14-10
    Table 14-8 EZ1 and EZ2 Interpolation and Search Strategy 14-10
    Table 14-9 EZ2 Energy Fuels Database Records 14-16
    Table 14-10 Raw eU 3 O 8 Statistics for EZ2 (Energy Fuels) 14-17
    Table 14-11 Raw eU 3 O 8 Statistics for EZ2 (RPA) 14-17
    Table 14-12 Descriptive Statistics (Uncapped Values) for Each EZ2 Solid 14-18
    Table 14-13 Descriptive Statistics of Capped eU 3 O 8 Values for EZ2 14-20
    Table 14-14 Descriptive Statistics of Composite eU 3 O 8 Values for EZ2 14-22
    Table 14-15 Inferred Mineral Resources: ID 2 14-24
    Table 14-16 Nearest Neighbour Check Estimate 14-24
    Table 17-1 Historical Operating Cost Estimates by EFNI 17- 1

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page ii

    www.rpacan.com

    Table 23-1 Energy Fuels Production Summary – Other Breccia Pipes 23- 1
    Table 25-1 Inferred Mineral Resources – December 31, 2011 25- 2
    Table 26-1 Recommended Program and Budget 26- 1

    LIST OF FIGURES

      PAGE
       
    Figure 4- 1 Location of Arizona Strip Breccia Pipes 4-3
    Figure 4- 2 EZ1 and EZ2 Breccia Pipes and Proposed Infrastructure 4-4
    Figure 7- 1 Stratigraphic Column for the Grand Canyon and Vicinity 7-2
    Figure 7- 2 EZ1 Breccia Pipe Photos 7-4
    Figure 7- 3 EZ2 Looking NNW from EZ1 7-5
    Figure 8- 1 Typical Cross-Section of a Breccia Pipe 8-2
    Figure 14-1 Interpreted EZ1 Gradeshell Wireframes 14-5
    Figure 14-2 EZ1 Cumulative Distribution Plot of All Raw eU 3 O 8 Grades 14- 7
    Figure 14-3 EZ1 Cumulative Distribution Plot of Raw Grades Above 0.1% eU 3 O 8 14- 8
    Figure 14-4 Level Plan of the EZ1 Block Model at 4015 Elevation 14-13
    Figure 14-5 Level Plan of the EZ1 Block Model at 3810 Elevation 14-14
    Figure 14-6 Level Plan of the EZ1 Block Model at 3731 Elevation 14-15
    Figure 14-7 Interpreted EZ2 Grade-shell Wireframes 14-19
    Figure 14-8 EZ2 Cumulative Distribution Plot of Raw Grades Above 0.1% eU 3 O 8 14-21
    Figure 14-9 Level Plan of the EZ2 Block Model at 4150 Elevation 14-25
    Figure 14-10 Level Plan of the EZ2 Block Model at 4130 Elevation 14-26
    Figure 14-11 Level Plan of the EZ2 Block Model at 4065 Elevation 14-27
    Figure 14-12 Comparison of Composites Against Block Model Values 14-28

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page iii

    www.rpacan.com

    1 SUMMARY

    EXECUTIVE SUMMARY

    Roscoe Postle Associates Inc. (RPA) was retained by Energy Fuels Inc. (Energy Fuels) to prepare an independent Technical Report on the EZ1 and EZ2 breccia pipe uranium deposits in the Arizona Strip District of the United States of America (USA). The purpose of this Technical Report is to support the first time disclosure of Mineral Resource estimate as of December 31, 2011 for the EZ1 and EZ2 Breccia Pipes Complex by Energy Fuels. This Technical Report conforms to the National Instrument 43-101 (NI 43-101) Standards of Disclosure for Mineral Projects. RPA visited the properties on July 1, 2008.

    Energy Fuels is a Toronto, Ontario based uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico. Energy Fuels’ shares are listed on the TSX under the trading symbol 'EFR'.

    This report focuses on two deposits (EZ1 and EZ2). The EZ1 and EZ2 deposits have been located and drilled from the surface, but no development work has begun other than preparatory environmental and cultural surveys to support on-going permitting activities. Neither one of the deposits is permitted at this time.

    RPA has audited Energy Fuels’ Mineral Resource estimates for the EZ1 and EZ2 deposits. These estimates were prepared using historical data. As part of the audit, the raw data and wireframe creation methods were reviewed. In addition, the suitability of the interpolation techniques and search strategies were assessed. Finally, independent resource estimates were created by RPA to compare with the Energy Fuel estimates.

    The Mineral Resources are summarized in Table 1-1.

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 1-1

    www.rpacan.com

    TABLE 1-1 INFERRED MINERAL RESOURCES – DECEMBER 31, 2011
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Deposit Tons Grade eU 3 O 8 Contained U 3 O 8
        (%) (lb)
    EZ1 110,500 0.51 1,127,000
    EZ2 113,700 0.43 978,000
       

    Notes:

    1.

    Mineral resources were classified in accordance with CIM Definition Standards.

    2.

    Cut-off grade is 0.2% eU 3 O 8 .

    3.

    Grades were converted from gamma-log data and are therefore equivalent U 3 O 8 (eU 3 O 8 ).

    4.

    Grade shell wireframes at 0.2% eU 3 O 8 were used to constrain the grade interpolation.

    5.

    All material within the wireframes was included in the estimate.

    6.

    Wireframes were constructed with a minimum drill hole sample length of 6 ft.

    7.

    High grades for EZ1 were cut to 10%.

    8.

    High grades for EZ2 were cut to 5%.

    CONCLUSIONS

    Energy Fuels’ EZ1 and EZ2 breccia pipes have been drill-tested by 34 and 47 holes, respectively. Uranium values within the holes are recorded using a gamma-logging tool and the interpreted geological solid boundaries are defined using a 0.2% eU 3 O 8 cut-off grade. Mineralization is encountered about 1,150 ft (350 m) to 1,500 ft (450 m) below surface. At these depths, the position of the drill holes is uncertain without using better downhole deviation surveys. This affects the position of the samples (values) and the consequent interpretation of the solids. These issues, amongst others, reduce the confidence level for grade continuity so that all of the resources at EZ1 and EZ2 are classified as Inferred. Additional drilling would upgrade parts of the resource to the Indicated category.

    ADEQUACY OF PROCEDURES

    RPA has reviewed the methods and procedures to collect and compile geological, geotechnical, and assaying information for the EZ1 and EZ2 pipes and found them reasonable and meeting generally accepted industry standards for an exploration property.

    ADEQUACY OF DATA

    RPA believes that the various companies involved with data collection at the EZ1 and EZ2 pipes have conducted exploration sampling and analysis programs using standard practices, providing generally reasonable results. RPA believes that the resource database can effectively be used in the estimation of Mineral Resources.

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 1-2

    www.rpacan.com

    COMPLIANCE WITH CANADIAN NI 43-101 STANDARDS

    In RPA’s opinion the current drill hole database is sufficient for generating a resource model for use in resource estimation.

    At a 0.2% eU 3 O 8 cut-off grade, the Inferred Resource is 110,500 tons at an eU 3 O 8 grade of 0.51% for EZ1 and 113,700 tons at an eU 3 O 8 grade of 0.43% for EZ2.

    RPA is of the opinion that the resource estimates have been created using acceptable methodologies. RPA is also of the opinion that the classification of Inferred Resources, as stated in Table 1-1, meets the definitions as required by NI 43-101.

    RECOMMENDATIONS

    RPA recommends that Energy Fuels:

    BUDGET

    RPA recommends the following budget to address the points listed above:

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 1-3

    www.rpacan.com

    TABLE 1-2 RECOMMENDED PROGRAM AND BUDGET
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Item US$
    Scoping Studies (PEA, site investigations, etc.) 350,000
    Permitting Costs (air, water, road, right-of-way etc.) 435,000
    Personnel Costs (Mining Engineer, Geologist, CAD Technician) 300,000
    Subtotal 1,085,000
    Contingency 100,000
    Total 1,185,000

    Depending on the conclusions and recommendations of the PEA and subsequent studies, Energy Fuels plans underground drilling after shaft sinking and initial access to the mineralization. In addition to the definition drilling for detailed mine planning, RPA recommends that Energy Fuels:

    TECHNICAL SUMMARY

    PROPERTY DESCRIPTION AND LOCATION

    The EZ1 and EZ2 breccia pipes outcrop within one claim block composed of twelve contiguous claims totalling 248.04 acres (100.32 ha). The claim block, which is located in Mohave County, northern Arizona, is centred at approximately latitude 36°35’16”N and longitude 112°53’12”W.

    LAND TENURE

    The EZ1 and EZ2 breccia pipe claims are renewed annually and do not expire unless allowed to lapse.

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    SITE INFRASTRUCTURE

    There is no permanent infrastructure on the subject claims.

    HISTORY

    Exploration in the area started with the identification of uranium mineralization by a US Geological Survey geologist in 1951. This exploration resulted in the discovery of the Orphan mine which produced 4.26 million pounds of U 3 O 8 during its life. Extensive exploration in the 1950s did not yield any other economic discoveries.

    In the late 1970s, Energy Fuels Nuclear Inc. (EFNI) formed a uranium exploration venture with various Swiss utility companies and acquired significant uranium resources in southeast Utah. At the same time, uranium exploration resumed in the Arizona Strip and Western Nuclear Inc. (Western Nuclear) discovered high-grade mineralization at the Hack Canyon prospect located 25 mi. (40 km) north of the Grand Canyon. In 1980, Energy Fuels acquired this property from Western Nuclear (T. Wetz, personal communication). During this time, EFNI also identified and investigated over 4,000 circular features in northern Arizona and explored 140 of them with deep drilling. In all, 682 deep holes were drilled between 1980 and 1995 for a total of 870,707 ft (265,392 m). EFNI developed seven of the pipes (Hack 1, 2 and 3, Hermit, Pigeon, Kanab North, and Pinenut) and produced approximately 19.1 million pounds of U 3 O 8 at an average grade of about 0.60% U 3 O 8 .

    After acquiring the Hack Canyon property in 1980, EFNI produced 9.5 million pounds of U 3 O 8 at an average grade of 0.642% U 3 O 8 from three pipes known as Hack 1, Hack 2 and Hack 3. The Kanab North deposit was discovered in 1981 and went into production in 1988. It closed in 1991 after producing approximately 2.8million pounds of U 3 O 8 at an average grade of just over 0.5% U 3 O 8 . Between 1985 and 1990, Energy Fuels also produced 5.7 million pounds of U 3 O 8 from the Pigeon Mine. Similarly, just over 0.5 million pounds of U 3 O 8 were produced from the Hermit Mine between 1989 and 1990. Finally, in 1988, prior to placing the Pinenut Mine on standby, EFNI produced 0.5 million pounds of U 3 O 8 at an average grade of 1.02% U 3 O 8 .

    In the 1980s, Pathfinder Mines Corporation (Pathfinder) explored the EZ1 and EZ2 deposits. Pathfinder drill-tested the EZ1 pipe with 34 rotary holes for a total of 63,100 ft (19,235 m) and the EZ2 pipe with 47 rotary holes for a total of 76,018 ft (23,169 m).

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    EFNI entered into a joint-venture with Pathfinder and prepared resource estimates for the two pipes in January and February of 1988.

    In 1997, International Uranium Corporation (IUC) acquired most of the assets of the bankrupt EFNI. At the time of the IUC acquisition, the EFNI – Pathfinder joint venture was terminated and control of the EZ1 and EZ2 projects reverted back to Pathfinder. At that time, Pathfinder was owned by Cogema Mining (now known as AREVA).

    In 2006, IUC merged with Denison Mines Inc. to form Denison Mines Corp. Denison entered into a separate purchase agreement with Pathfinder in February 2007 to acquire 100% interest in all of the known pipes and related property holdings of Pathfinder (AREVA). Denison acquired all data for the Pathfinder projects through this acquisition, including EZ1 and EZ2. A 1% royalty interest was retained by Pathfinder.

    In June 2012, Energy Fuels Inc. acquired all of Denison’s mining assets and operations in the Unites States.

    GEOLOGY

    Arizona contains portions of two distinct physiographic provinces, one known as the Basin and Range province (in the southern and western parts of the state) and the other known as the Colorado Plateau province (in most of northern and central Arizona). The Arizona Strip lies within the Colorado Plateau physiographic province.

    Outcrops within the Arizona Strip region are predominantly sedimentary and volcanic rocks of upper Paleozoic to Quaternary age, although the breccia pipes area is largely underlain by Mississippian to Triassic age sedimentary rocks. Precambrian rocks outcrop in the lower levels of the Grand Canyon to the south of the study area.

    Pliocene volcanic activity is marked by distinct flow-caps to the numerous buttes that rise above the flatter landscape of the region. In addition, historic lava flows cover large areas of the southern part of the district.

    Faulting has exerted significant control on the geologic development and geomorphic history of the region. Major structural features, such as the Grand Wash, Hurricane, and Toroweap fault systems, all trend generally north-south with up-thrown sides to the east.

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    These faults are topographically prominent and display impressive scarps although there are other less prominent fault systems too.

    All surface drill holes at the EZ1 pipe were collared in the Triassic Moenkopi Formation and they penetrated an average of 165 ft (50 m) of this formation. Beneath the Moenkopi Formation is the Permian Kaibab Formation which has an average thickness of 485 ft (148 m). The underlying Permian Toroweap Formation averages 260 ft (79 m) in thickness. This is followed by the thin Coconino Sandstone which has an average thickness of 40 ft (12 m). Mineralization in the breccia pipes typically starts in the Coconino Sandstone and continues into the Permian Hermit Formation. Seven drill holes pierced the underlying Permian Supai Formation, but no holes reached the Mississippian Redwall limestone located below the Supai Formation.

    The EZ2 breccia pipe is located approximately 4,500 ft (1,372 m) west-northwest of the EZ1 pipe. The stratigraphic units are the same as at the EZ1 pipe and the thicknesses are also similar. Eleven drill holes penetrated the Hermit Formation unit and stopped before the Mississippian Redwall limestone.

    MINERAL RESOURCES

    Mineral Resources as of December 31, 2011 are summarized above in Table 1-1. RPA reviewed the methods, procedures and results of Energy Fuels’ resource estimate for the two breccia pipes. As part of its due diligence, RPA also created its own resource model to confirm Energy Fuels’ estimate. In terms of total pounds of U 3 O 8 , the RPA estimates for each breccia pipe are within 5% (EZ1) and 3% (EZ2) of the Energy Fuels values. RPA believes that the resource estimate has been prepared using industry best practices and is therefore acceptable.

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    2 INTRODUCTION

    Roscoe Postle Associates Inc. (RPA) was retained by Energy Fuels Inc. (Energy Fuels) to prepare an independent Technical Report on the EZ1 and EZ2 breccia pipe uranium deposits in the Arizona Strip District of the United States of America (USA). The purpose of this Technical Report is to support the first time disclosure of Mineral Resource estimates as of December 31, 2011 for the EZ1 and EZ2 Breccia Pipes Complex for Energy Fuels. This Technical Report conforms to the National Instrument 43-101 (NI 43-101) Standards of Disclosure for Mineral Projects. RPA visited the deposits on July 1, 2008.

    Energy Fuels is a Toronto, Ontario based uranium and vanadium exploration and mine development company with projects located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico. Energy Fuels’ shares are listed on the TSX under the trading symbol 'EFR'.

    In June 2012 Energy Fuels acquired all of Denison Mine Corp.’s (Denison) mining assets and operations in the United States. For this report, the major assets under consideration are two breccia pipe uranium deposits (EZ1 and EZ2) that are at the permitting stage in anticipation of future production.

    SOURCES OF INFORMATION

    Significant assistance in the preparation of the report was provided by the staff of the previous owner of the property, Denison. David A. Ryckman, Senior Mine Geologist, provided interpretations of the wireframes for both pipes and created the Denison block models that were used as the basis for the Mineral Resource estimates. In addition, Mr. Ryckman provided drafts of the History, Geology and Mineralization sections of this report and assisted in the preparation of most of the figures.

    A site visit was carried out by Mr. David Ross, P.Geo, Principal Geologist with RPA, on July 1, 2008. RPA understands that there has been no additional work on the property since this time. Mr. Ross reviewed the local geology, examined maps and sections and independently confirmed several drill hole collar locations.

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    During the site visit, discussions were held with:

    This report was prepared by Christopher Moreton, P. Geo., Senior Consulting Geologist, and David Ross, P. Geo., Principal Geologist. Both are employees of RPA and both are Independent Qualified Persons (QPs). The documentation reviewed, and other sources of information, are listed at the end of this report in Section 27 (References).

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    LIST OF ABBREVIATIONS

    Units of measurement used in this report conform to the Imperial system. All currency in this report is US dollars (US$) unless otherwise noted.

    µ

    micron

    km 2

    square kilometre

    °C

    degree Celsius

    kPa

    kilopascal

    °F

    degree Fahrenheit

    kVA

    kilovolt-amperes

    µg

    microgram

    kW

    kilowatt

    A

    ampere

    kWh

    kilowatt-hour

    a

    annum

    L

    litre

    bbl

    barrels

    L/s

    litres per second

    Btu

    British thermal units

    lb

    pound

    C$

    Canadian dollars

    m

    metre

    cal

    calorie

    M

    mega (million)

    cfm

    cubic feet per minute

    m 2

    square metre

    cm

    centimetre

    m 3

    cubic metre

    cm 2

    square centimetre

    m 3 /h

    cubic metres per hour

    d

    day

    min

    minute

    dia.

    diameter

    MASL

    metres above sea level

    dmt

    dry metric tonne

    mm

    millimetre

    dwt

    dead-weight ton

    mph

    miles per hour

    ft

    foot

    MVA

    megavolt-amperes

    ft/s

    foot per second

    MW

    megawatt

    ft 2

    square foot

    MWh

    megawatt-hour

    ft 3

    cubic foot

    opt, oz/st

    ounce per short ton

    g

    gram

    oz

    Troy ounce (31.1035g)

    G

    giga (billion)

    ppm

    part per million

    Gal

    Imperial gallon

    psia

    pound per square inch absolute

    g/L

    gram per litre

    psig

    pound per square inch gauge

    g/t

    gram per tonne

    RL

    relative elevation

    gpm

    Imperial gallons per minute

    s

    second

    gr/ft 3

    grain per cubic foot

    st

    short ton

    gr/m 3

    grain per cubic metre

    stpa

    short ton per year

    hr

    hour

    stpd

    short ton per day

    ha

    hectare

    t

    metric tonne

    hp

    horsepower

    tpa

    metric tonne per year

    in

    inch

    tpd

    metric tonne per day

    in 2

    square inch

    US$

    United States dollar

    J

    joule

    USg

    United States gallon

    k

    kilo (thousand)

    USgpm

    US gallon per minute

    kcal

    kilocalorie

    V

    volt

    kg

    kilogram

    W

    watt

    km

    kilometre

    wmt

    wet metric tonne

    km/h

    kilometre per hour

    yd 3

    cubic yard

     

     

    yr

    year


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    3 RELIANCE ON OTHER EXPERTS

    This report has been prepared by Roscoe Postle Associates Inc. (RPA) for Energy Fuels Inc. (Energy Fuels). The information, conclusions, opinions, and estimates contained herein are based on:

    For the purpose of this report, RPA has relied on ownership information provided by Energy Fuels. RPA has not researched property title or mineral rights for the EZ1 and EZ2 breccia pipes and expresses no opinion as to the legal ownership status of the property. RPA, has reviewed the status of several claims on the web site of the National Integrated Land System of the Bureau of Land Management ( https://www.geocommunicator.gov/GeoComm ). For these claims RPA has verified the information noted in Section 4 below.

    Except for the purposes legislated under provincial securities laws, any use of this report by any third party is at that party’s sole risk.

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    4 PROPERTY DESCRIPTION AND LOCATION

    The EZ1 and EZ2 Breccia Pipes Complex is located in the Arizona Strip District (Figures 4-1 and 4-2), a region bounded by the Grand Canyon to the south and the Utah state border to the north.

    The project claims are located within portions of the 7.5 minute USGS quadrangle map Wild Band Pockets, 1988, Mohave County, Arizona, 30 mi. (49 km) southwest of Fredonia, Arizona (Table 4-1). The property is irregularly shaped and extends for 1.3 miles (2.1 km) in an east-west direction and 0.41 miles (0.66 km) in a north-south direction. Its approximate centre is latitude 36°35’16”N and longitude 112°53’12”W.

    TABLE 4-1 TENURE DATA (1)
    Energy Fuels Inc. - EZ1 and EZ2 Breccia Pipes

    Claim   Location   BLM (2) Date Area
    Name Quarter Section Township Range Serial No. Location Recording (ha)
    EZ 1 2 37N 6W AMC 363457 2004-09-01 2004-11-30 8.36
    EZ 2 NW¼ 11 37N 6W AMC 155774 1981-11-19 1982-02-11 8.36
    EZ 3 SW¼ 2 37N 6W AMC 155775 1981-11-19 1982-02-11 8.36
    EZ 4 NW¼ 11 37N 6W AMC 155776 1981-11-19 1982-02-11 8.36
    EZ 103 SW¼ 3 37N 6W AMC 155811 1981-11-20 1982-02-11 8.36
    EZ 105 SW¼ 3 37N 6W AMC 155813 1981-11-20 1982-02-11 8.36
    EZ 106 NW¼ 10 37N 6W AMC 363462 2004-09-01 2004-11-30 8.36
    EZ 107 SW¼ 3 37N 6W AMC 155815 1981-11-20 1982-02-11 8.36
    EZ 109 SW¼ SE¼ 3 37N 6W AMC 155817 1981-11-20 1982-02-11 8.36
    EZ 111 SE¼ 3 37N 6W AMC 155819 1981-11-21 1982-02-11 8.36
    EZ 116 NE¼ 10 37N 6W AMC 155824 1981-11-21 1982-02-11 8.36
    EZ 118 NE¼ 10 37N 6W AMC 155826 1981-11-21 1982-02-11 8.36

    1.

    Renewed yearly

    2.

    BLM: Bureau of Land Management

    Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required. Holders of unpatented mining claims are generally granted surface access to conduct mineral exploration and mining activities.

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    ENVIRONMENTAL PERMITTING REQUIREMENTS

    ENVIRONMENT

    A uranium-bearing breccia pipe in this area typically requires a surface disturbance of less than 20 acres (8 ha). Generally, there is only a minimal impact on the local groundwater because most of the mines are dry. Nonetheless, permitting, development and mine operations in the Grand Canyon area are liable to be contentious.

    The extraction of uranium from the Bureau of Land Management (BLM) unpatented mining claims needs to comply with all applicable BLM regulations (Federal Mining Law at 43 CFR sub-part 3809, Surface Management Program) and Arizona Department of Environmental Quality (ADEQ) rules and regulations. Denison began the application process to develop this project in accordance with the BLM multiple-use mandate and the goals and objectives of the President’s National Energy Plan.

    The proposed disturbance for the EZ pipes will be between 20 acres and 40 acres. A series of permits and approvals will be required from the BLM, ADEQ, Mohave County and other agencies. All permit applications are in process.

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    4-3


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    4 -4


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    PERMITTING

    Baseline data collection has been completed for flora and fauna of the area. Denison initiated permitting activities for the EZ projects and a number of formal permit applications are in process. Energy Fuels plans to continue this process. These include:

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    Energy Fuels will continue to seek all necessary permits and regulatory approvals for the EZ deposits.

    There are no known environmental liabilities.

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    5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

    ACCESSIBILITY

    The EZ1 and EZ2 uranium breccia pipes are located approximately 30 mi. (49 km) southwest of Fredonia, Arizona. From Fredonia the project can be reached by taking Highway 389 (west) for six miles (ten kilometres) to the Mt. Trumbull road. From this point the property is located 26 mi. (42 km) south-southwest along a gravel/dirt road. The EZ2 pipe is located 4,500 ft (1,372 m) west of the EZ1 pipe.

    CLIMATE

    The climate in northern Arizona is semi-arid, with cold winters and hot summers. January temperatures range from about 7°F (-14°C) to 57°F (14°C) and July temperatures range from 52°F (11°C) to 97°F (36°C). Annual precipitation, mostly in the form of rain with local snow, is approximately 12 inches (30 cm).

    LOCAL RESOURCES

    The region north of the Grand Canyon is sparsely populated and the infrastructure for the area is not well developed. The largest community within 65 mi. (100 km) of the northern breccia pipes is Fredonia, Arizona, which has a population of about 1,000. Fredonia is accessible over state and federal highways from Las Vegas, Nevada, 220 mi. (360 km) to the west, and Flagstaff, Arizona, 200 mi. (325 km) to the southeast. A municipal airfield is maintained at Kanab, Utah, which is located 7 mi. (12 km) to the north of Fredonia.

    The nearest operational railway line is in Utah approximately 96 mi. (155 km) northwest of Fredonia. The closest commercial centres in the area are the towns of St. George and Cedar City, Utah, both approximately 88 mi. (140 km) to the northwest by road.

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    PHYSIOGRAPHY

    Northern Arizona is part of the Colorado Plateau, a region of the western United States characterized by semi-arid, high-altitude, gently sloping plateaus dissected by steep-walled canyons, volcanic mountain peaks, and extensive erosional escarpments. The breccia pipes north of the Grand Canyon are within the Kaibab and Kanab Plateaus which are smaller plateaus within the Colorado Plateau. Elevations on the northern plateaus range from 4,000 ft (1,200 m) to 9,000 ft (2,750 m). Vegetation on the plateaus is primarily open pinion-juniper woodland and shrubs.

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    6 HISTORY

    Uranium exploration and mining of breccia pipe uranium deposits began in 1951 when a US Geological Survey geologist noted uranium mineralization on the dump of an old copper prospect on the South Rim of the Grand Canyon. Although the prospect was inside the Grand Canyon National Park it was located on fee-land predating the park’s creation. A mining firm acquired the prospect and developed a significant high-grade uranium mine known as the Orphan Mine. By the time mining ended in the early 1960s, 4.26 million pounds of U 3 O 8 and minor amounts of copper and silver had been produced.

    In the late 1970s, Energy Fuels Nuclear Inc. (EFNI) formed a uranium exploration venture with various Swiss utility companies and acquired significant uranium resources in southeast Utah. In addition, it permitted and built a 2,000 tpd mill at Blanding, Utah to process Colorado Plateau ore. At the same time, exploration for uranium resumed in the Arizona Strip and Western Nuclear Inc. (Western Nuclear) discovered high-grade mineralization at the Hack Canyon prospect located 25 mi. (40 km) north of the Grand Canyon. In 1980, EFNI acquired this property from Western Nuclear (T. Wetz, personal communication). During this time, EFNI also identified and investigated over 4,000 circular features in northern Arizona and explored 140 targets with deep drilling. In all, 682 deep holes were drilled between 1980 and 1995 for a total of 870,707 ft (265,392 m). EFNI developed seven of the pipes (Hack 1, 2 and 3, Pigeon, Hermit, Kanab North and Pinenut) and produced approximately 19.1 million pounds of U 3 O 8 at an average grade of about 0.60% U 3 O 8 .

    After acquiring the Hack Canyon property in 1980, EFNI also produced 9.5 million pounds of U 3 O 8 at an average grade of 0.642% U 3 O 8 from three pipes known as Hack 1, Hack 2 and Hack 3. The Kanab North deposit was discovered in 1981 and went into production in 1988. It closed in 1991 after producing approximately 2.8 million pounds of U 3 O 8 at an average grade of just over 0.5% U 3 O 8 . Between 1985 and 1990 EFNI also produced 5.7 million pounds of U 3 O 8 from the Pigeon Mine. Similarly, just over 0.5 million pounds of U 3 O 8 were produced from the Hermit Mine between 1989 and 1990. Finally, in 1988, prior to placing the Pinenut Mine on standby, EFNI produced 0.5 million pounds of U 3 O 8 at an average grade of 1.02% U 3 O 8 .

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    In the 1980s, Pathfinder Mines Corporation (Pathfinder) explored the EZ1 and EZ2 deposits. Pathfinder drill-tested the EZ1 pipe with 34 rotary holes for a total of 63,100 ft (19,235 m) and the EZ2 pipe with 47 rotary holes for a total of 76,018 ft (23,169 m). EFNI entered into a joint-venture agreement with Pathfinder and prepared resource estimates for the two pipes in January and February of 1988.

    In 1997, International Uranium Corporation (IUC) acquired most of the assets of bankrupt EFNI. At the time of the IUC acquisition, the EFNI – Pathfinder joint venture was terminated and control of the EZ1 and EZ2 projects reverted back to Pathfinder. In 1997, Pathfinder was owned by Cogema Mining (now known as AREVA).

    In 2006, IUC merged with Denison Mines Inc. to form Denison Mines Corp. Denison entered into a separate purchase agreement with Pathfinder in February 2007 to acquire a 100% interest in five Pathfinder (AREVA) deposits. These deposits are known as EZ1, EZ2, What, DB1, and Moonshine Springs. A 1% royalty interest on these properties was retained by Pathfinder.

    In June 2012, Energy Fuels Inc. acquired all of Denison’s mining assets and operations in the United States.

    Mine development has not begun at either EZ1 or EZ2 other than initial site surveys and mine preparation planning procedures necessary for the acquisition of the required permits.

    HISTORICAL MINERAL RESOURCES

    In 1988 uranium Mineral Resource estimates on the Arizona Strip breccia pipes were compiled by EFNI’s exploration department in accordance with parameters developed specifically for breccia pipe resource estimates. These parameters were based on EFNI’s previous experience with breccia pipes in the region and are shown in Table 6-1.

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    TABLE 6-1 HISTORICAL RESOURCE/RESERVE ESTIMATION PARAMETERS
    USED BY ENERGY FUELS
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Cut-off Thickness   Minimum of 8.0 ft.
    Cut-off Grade   Minimum of 0.15% U 3 O 8 as determined from radiometric logs or in core
    Cut-off GT   1.20% per ft.
    Dilution The top and bottom of each mineralized zone will include 3.0 ft of waste or mineral. The mineralized intercept may consist of two or more smaller zones separated by a six-foot maximum section of waste or mineral between each of the included mineralized zones.
    Tonnage Factor   13 ft 3 per ton of dry ore (substantiated by Hack Canyon Mine runs)
    Extraction   100% recoverable reserve
    Disequilibrium Factor   1.00 chemical to radiometric ratio
    Levels Vertical section of mineralized breccia pipe divided into 10-ft horizontal slices
    Drill hole location   Location established at mid-point of each level by deviation surveys
    Map Scale   1 inch = 20 feet for the final reserve calculation

    EFNI established the following method of estimation for reserves:

    Ore zones for the reserve calculations are prepared by entering the probe data into the GAMLOG program, where mineable ore zones for each drill hole are established using the cut-off and dilution parameters as defined above . The mineralized portion(s) of each drill hole is divided into 10-ft thick levels; thickness, grade, and top elevation are computed for each drill hole intercept for each level. If a zone is greater than 10 ft thick, or occurs across level divisions, the half-foot intervals included in the applicable level are averaged to establish the grade for the appropriate segment of the intercept. These divided intercepts are not required to satisfy the minimum grade and thickness parameters for each portion, but they must satisfy the criteria as a whole ” (Mathisen, 1985).

    Mineralization was classified by EFNI into proven, probable and possible categories based on the distance from the mineralized drill hole. Proven was based on a 25 ft diameter around the drill hole, probable was based on distances up to 50 ft and possible included mineralization interpolated from more widely-spaced holes.

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    EFNI estimated the historical resources (Table 6-2) in the late 1980s prior to the implementation of NI 43-101. These resources are historical in nature and they should not be relied upon.

    TABLE 6-2 PROVEN, PROBABLE AND “POSSIBLE” MINERAL
    RESERVES

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Deposit Tons eU 3 O 8 eU 3 O 8
        (%) (Pounds)
    EZ1 40,363 0.541 436,404
    EZ2 50,485 0.424 428,252
       

    Notes:

    1.

    As estimated by EFNI. - February 1988

    2.

    These estimates are historical and should not be relied upon

    Pathfinder Mines Corporation (PMC) also prepared resource estimates for its claims in the Arizona Strip and classified mineralization into Proven, Indicated and Inferred categories based on the distances from the mineralized drill hole. Proven was based on an area around the drill hole four times greater than that used by EFNI. Indicated was based on an area between drill holes which approximated ten times that used by EFNIs while Inferred included mineralization interpolated from even wider drill hole spacing.

    PMC estimated the historical resources for the EZ1 and EZ2 breccia pipe deposits in February 2004 (COGEMA Internal Memorandum) as shown in Table 6-3. Denison Mines Corp. agreed to purchase these deposits from PMC in 2007. Details of the method for calculating the resources reported in Table 6-3 were not provided to Energy Fuels. These resources are historical in nature and they should not be relied upon.

    TABLE 6-3 INDICATED MINERAL RESERVES
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Deposit Tons e U 3 O 8 e U 3 O 8
        (%) (Pounds)
    EZ1 106,000 0.664 1,411,000
    EZ2 216,000 0.440 1,905,000
       

    Notes:

    1.

    As estimated by Pathfinder Mines Corporation - 2004

    2.

    These estimates have not been audited and should not be relied upon

     

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    HISTORICAL RESOURCE ESTIMATE COMPARISON WITH ACTUAL PRODUCTION

    In its Preliminary Feasibility Report for the Canyon project (dated December 11, 1984), EFNI provided historical reserves/resources estimates for various pipes based on surface drilling only. In a previous study (Pool and Ross, 2007) RPA has compared the reserve/resource estimates with the actual production results (Table 6-4).

    These estimates are not compliant with NI 43-101 but are included to illustrate that surface drilling typically does not provide sufficient information to reliably estimate the total resource that might be available.

    TABLE 6-4 ENERGY FUELS RESOURCE ESTIMATES VS. ACTUAL
    PRODUCTION
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

      Surface Drilling Estimate Production
    Pipe Tons Grade M Tons Grade M
        (% U 3 O 8 ) Pounds   (% U 3 O 8 ) Pounds
          (U 3 O 8 )     (U 3 O 8 )
    Hack #1* 132,400 0.37 0.98 133,800 0.53 1.42
    Hack #2* 125,400 0.57 1.43 497,100 0.70 7.00
    Hack #3* 21,250 0.40 0.17 111,300 0.50 1.12
    Pigeon* 164,700 0.75 2.47 439,400 0.65 5.70
    Kanab N 83,300 0.45 0.75 260,800 0.53 2.77
    Pinenut** 150,000 0.50 1.50 25,800 1.02 0.53
    Hermit* n/a n/a 0.60 36,339 0.76 0.55

    * Not included in the Energy Fuels portfolio. These properties were reclaimed by EFNI.
    ** Pinenut has remaining resources estimated at 86,000 tons at an average grade of 0.54% U 3 O 8 .

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    7 GEOLOGICAL SETTING AND MINERALIZATION

    REGIONAL GEOLOGY

    Parts of two distinct physiographic provinces are found within Arizona: the Basin and Range province in the southern and western margins of the state, and the Colorado Plateau province in most of northern and central Arizona. The Arizona Strip lies within the Colorado Plateau province.

    Outcrops within the Arizona Strip region are predominantly sedimentary and volcanic rocks of upper Paleozoic to Quaternary age, although the breccia pipes area is largely underlain by Mississippian to Triassic age sedimentary rocks (Figure 7-1). Precambrian basement outcrops in the lower levels of the Grand Canyon located to the south of the study area.

    The region has experienced volcanic activity since the Pliocene. A number of lava-capped buttes rise above the landscape, and lava flows cover large areas of the southern part of the district. Faulting has exerted significant control on the geologic development and geomorphic history of the region. Major structural features are the Grand Wash, Hurricane, and Toroweap fault systems, all trending generally north-south with the up thrown side to the east. These faults are topographically prominent, showing impressive scarps.

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    PROPERTY GEOLOGY

    EZ1

    The EZ1 deposit has an easily recognizable surface exposure (Figure 7-2). All surface drill holes were collared in the Triassic Moenkopi Formation (TRM) and penetrated an average of 165 ft (50 m) of this formation. Underlying the TRM is the Permian Kaibab Formation (PK) with an average thickness of 485 ft (148 m). The Permian Toroweap Formation (PT) beneath the PK averages 260 ft (79 m) in thickness. This is followed by the thin Coconino Sandstone (PC) which has an average thickness of 40 ft (12 m). Mineralization in the breccia pipes typically starts in the PC and continues into the Permian Hermit Formation (PH) where solution stoping created brecciation of this thinly-bedded unit. Where the drilling intersects the PH at EZ1, the average thickness is 828 ft (252.4 m). Seven drill holes pierced the Permian Supai Formation (PS) but no holes reached the Mississippian Redwall limestone (below the PS unit).

    EZ2

    The surface exposure of the EZ2 breccia pipe is considerably more subdued and it could easily be overlooked (Figure 7-3). The drill rig was able to set-up on a flat to gently sloping glade on the west side of the upper reaches of the Wild Band Valley. EZ2 is located 4,379 ft (1,335 m) west-northwest of the EZ1 pipe.

    All of the drill holes were collared in the TRM (the same as EZ1) which, at EZ2, has an average thickness of 250 ft (76 m). The TRM overlies about 365 ft (111 m) of PK. Underlying the PK is the PT which averages 425 ft (129 m) in thickness. The PT is succeeded by the PC unit which has an average thickness of 50 ft (14 m). Only 11 drill holes penetrated the PH unit and these holes passed through an average of 830 ft (253 m) of this formation. Of the eleven holes which pierced the PS, none reached the Mississippian Redwall limestone below the PS.

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    FIGURE 7-2 EZ1 BRECCIA PIPE PHOTOS

    Vehicle is parked just outside of west rim of collapse structure.

    At south rim of collapse structure as exposed at the surface

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    FIGURE 7-3 EZ2 LOOKING NNW FROM EZ1

     

    EZ2 is located by the small green shrub at left-centre of the image, to the right of which is a small, dark red indentation. This is the southern end of the depression marking the surface exposure of the EZ2 breccia pipe (note that the drill rig is not on the EZ2 property).

    MINERALIZATION

    Uranium mineralization in the breccia pipe deposits occurs largely as blebs, streaks, small veins and fine disseminations of uraninite-pitchblende (UO 2 ). Mineralization is generally confined to the matrix material, but it may also extend into the breccia fragments, particularly where these fragments are of Coconino sandstone. An extensive suite of anomalous elements has also been reported, including: silver, arsenic, barium, cadmium, cobalt, chromium, cesium, copper, mercury, molybdenum, nickel, lead, antimony, selenium, strontium, vanadium and zinc (Wenrich, 1985). In addition, many of the rare earth elements are consistently enriched in uranium-mineralized samples. Within some pipes copper occurs in sufficient concentrations to be economic whereas significant gold is only known in the Copper Mountain mine. Silver is almost always anomalously high and some of the pipes carry potentially economic grades.

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    Within many pipes, there is a mineralogical zonation in and around the uranium mineralization. For example, detailed work at the Hack-2 deposit highlighted a pyrite-rich cap overlying the main mineralization that was followed (in descending order) by a cobalt-nickel zone, a molybdenum-barium-zinc zone, and a lead-rich zone.

    Pipes are surrounded by bleached zones, a feature that is particularly notable in the Hermit Formation where unaltered red sediments contrast sharply with the grey-green bleached material. Age-dating and disequilibrium determinations indicate that remobilization of uranium has occurred. Uranium concentrations in the upper levels of a pipe tend to be in equilibrium with gamma-log and chemical analyses giving similar results. With depth however, disequilibrium in the deposits increases with chemical assays returning higher values than those suggested by gamma-log determinations.

    U-Pb age-dating of mineralization indicates a range of ages from 101 to 260 million years. The older age suggests that the earliest uranium mineralization event occurred during the Permian Period which contradicts the geological model.

    Table 7-1 provides a summary of the mineralization at EZ1 and EZ2.

    TABLE 7-1 DESCRIPTIVE SUMMARY OF MINERALIZATION Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

      Distance Apart Vertical Mining Interval Horizontal Mining Interval
    EZ1
    4469 ft from
    EZ2
    Upper Zone (all Hermit):
    4,026 to 3,626 ft (1,170 to 1,560 ft deep).
    Widest ore at 3768 level at 182 ft


    Lower Zone (all Supai):
    3,373 to 3,042 ft (1,812 to 2,143 ft deep)
    Widest ore at 3100 level at 45 ft
    EZ2
    4469 ft from
    EZ1
    Upper Zone (Coconino deposit):
    4,169 to 3,185 ft (952 to 1,153 ft deep)
    Widest ore at 4140 level at 300 ft


    Middle Zone (all Hermit):
    3,954 to 3,781 ft (1,194 to 1,356 ft deep)
    Mostly ring ore diameter = 282 ft
    wide (access drift only?)


    Lower Zone (all Hermit):
    3,722 to 3,624 ft (1,417 to 1,512 ft deep)
    Widest ore at 3690 level at 130 ft
    (consistent large plug)

    EZ1

    Uranium mineralization within EZ1 occurs at two distinct vertical intervals, referred to here as the Upper zone and the Lower zone. The Upper zone is contained within a vertical interval of approximately 400 ft (120 m) between the elevations of 4,026 ft and 3,636 ft (1,227 m to 1,105 m). The elevations correspond to depths below surface of 1,170 ft and 1,560 ft (357 m and 475 m), respectively. At its widest point, the Upper zone has a diameter of 183 ft (55.5 m). The Lower zone occurs between the elevations of 3,373 ft and 3,042 ft (1,028 m to 927 m) and covers an interval of 331 ft (101 m). The elevations correspond to depths below surface of 1,812 ft (552 m) and 2,143 ft (653 m), respectively. At its widest point, the Lower zone has a diameter of 45 ft (13.7 m).

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    The geometry of the Upper zone is controlled by the regional structure. Initially, it plunges to the southeast at about -57 o along an azimuth of 135 o until it reaches a depth of 1,400 ft (427 m). At this point it changes to a vertical attitude down to a depth of 1,560 ft (475 m). Because there are no barren drill holes to the southeast of the Upper zone, there is the potential for additional drill intersections to the southeast (in plan view) along an azimuth of ~135 o .

    The geometry of the Lower zone appears to reflect the increased porosity of the Esplanade Sandstone and consists of a narrow vertical plug occupying the lower throat of the breccia pipe. This plug has an average width of 37 ft (11.3 m).

    EZ2

    Uranium mineralization at EZ2 occurs at three distinct zones: an Upper zone, a Lower zone and a diffuse, Middle zone, half way between the Upper and Lower. The Upper zone consists of a large, mostly stratiform deposit, located primarily within the Coconino Sandstone. A single satellite deposit is also included in the Upper zone. The larger Upper zone is mushroom-like in shape and occurs between the elevations 4,169 ft (1,271 m) and 3,185 ft (971 m). It has a maximum width (in plan view) of 303 ft (92 m) when measured parallel to the longer axis of the zone; the shorter dimension is 269 ft (82 m). The pipe-like part of the Upper zone averages 57 ft (17.4 m) in diameter.

    The Middle zone is made up of two central deposits surrounded by multiple “ring” deposits. One of the deposits within the ring has a much greater volume when compared to the other nine satellite bodies and it may represent potentially significant mineralization in the ring fracture system. This entire array of deposits occurs between the elevations 3,954 ft and 3,781 ft (1,205 m and 1,152 m) and appears to be encompassed by a ring fracture system that is 350 ft (107 m) in diameter. This size is not atypical for breccia pipes of this region.

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    The Lower zone consists of a central deposit occupying the throat of the pipe and one small, fracture-associated satellite ore body. The central ore body (in this Lower zone) occurs between the elevations 3,722 ft and 3,624 ft (1,134 m and 1,104 m) and also takes the form of a mushroom-like structure. The long dimension of the zone is 161 ft (49 m) and 140 ft (42.7 m) along its minor axis. The average diameter of the pipe-like structure at the base of the Lower zone is 68 ft (20.7 m).

    The satellite deposit in the Lower zone is represented by an arcuate solid approximately 20 ft (6 m) long and 10 ft (3 m) tall with a thickness in plan view of 7 ft (2.1 m).

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    8 DEPOSIT TYPES

    Paleozoic sedimentary rocks of northern Arizona are host to thousands of breccia pipes. Rocks cut by these pipes range in age from the Mississippian Redwall Limestone through to the younger Triassic Chinle Formation. These rocks encompass about 4,000 ft (1,200 m) of stratigraphic section of erosion yet no single pipe has been observed that cuts through the entire section as erosion and other factors come into play. No pipe is known to occur above the Chinle Formation or below the Redwall Limestone.

    Breccia pipes within the Arizona Strip are near vertical, circular to elliptical bodies of broken rock (Figure 8-1). This broken rock is composed of slabs, fragments and rotated angular blocks of the surrounding and/or stratigraphically higher formations. Many geologists consider the pipes to have been formed by solution collapse of the underlying carbonate rocks (such as the Redwall Limestone). The blocks and slabs are set in a matrix of finer-grained material from the surrounding and overlying rock formations. In most instances, the matrix has been cemented by silicification and calcification.

    Breccia pipes consist of three interrelated features: a basinal or structurally shallow depression at surface; a breccia pipe underlying the structural depression; and annular fracture rings around the margins of the pipes. Annular fracture rings are commonly, but not always, mineralized. The structural depression may have diameters greater than 0.5 mi. (800 m), whereas the breccia pipe diameters typically range from 200 ft (60 m) to 300 ft (90 m), up to 600 ft (180 m).

    Mineralized breccia pipes discovered to date often occur in clusters or trends. Spacing between pipes ranges from some hundreds of feet within a cluster to several miles within a trend. Pipe location may have been controlled by deep-seated faults but karstification of the Redwall Limestone in Mississippian and Permian times is considered to have been a key control of breccia pipe formation in the region.

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    9 EXPLORATION

    Energy Fuels has not carried out any exploration on the properties since their acquisition.

    Exploration for breccia pipes in northern Arizona typically begins with a search for circular depressions at surface. This search is supported by geologic mapping, interpretation of satellite imagery and/or aerial photographs, thermal infrared imagery, geochemical testing and certain geophysical methods (such as resistivity, Very Low Frequency (VLF) and time domain electromagnetic tools). Other techniques sometimes used include geobotany, microbiology, and biogeochemistry. All of these methods are utilized to identify surface expressions of the underlying breccia pipes. The key element of the process is to define the central core of the pipe for drilling from the surface since this area is typically associated with the centre of the collapse.

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    10 DRILLING

    Energy Fuels has not drilled any holes on the two deposits since it acquired the property.

    Previous operators, as described in Section 6 History, used shallow drilling programs to locate the centre of a collapse feature which could assist in defining the throat of the underlying breccia pipe. The basic tool for exploring breccia pipes in northern Arizona is deep rotary drilling, supplemented by core drilling. Typically, prospective pipes were first tested with three drill holes. If no mineralization was present, then the drilling effort was abandoned.

    Drilling holes within the breccia pipes is a difficult process. Substantial depths, small targets, which are approximately 200 ft (61 m) in diameter, and non-homogeneous rock formations, combine to limit the accuracy of the holes. Cavernous and brecciated sediments at depth can result in the loss of drilling fluid circulation so that much of the drilling is conducted “blind”. Periodic “spot cores” are taken to determine whether or not the holes are within the target structure or have drifted away from the pipe. Most pipes cannot be completely drill-defined from surface due to deviation from the desired targets. All drill holes are normally surveyed for deviation and logged with gamma logging equipment.

    If surface drilling is encouraging, a vertical shaft is sunk or drilled to its ultimate depth and underground drill stations are established at various levels to provide platforms for further exploration and definition drilling. Drilling from underground stations typically uses large-bore percussion drills. The resulting holes, drilled out to as much as 200 ft (61 m), are then gamma logged and surveyed as a supplement to surface drilling.

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    11 SAMPLE PREPARATION, ANALYSES AND SECURITY

    Industry best practices for uranium exploration in the western United States are commonly based on the gamma-logging process with a number of additional checks, including: 1) frequent calibration of logging tools, 2) core drilling and chemical analysis of core as a check on gamma-log values and the potential for disequilibrium; 3) possible closed-can analysis as an adjunct to chemical assays; and 4) possible gamma logging by different tools and/or companies.

    Energy Fuels used the GAMLOG computer program to interpret gamma-ray logs for EZ1 and EZ2. The GAMLOG program was developed by the U.S. Atomic Energy Commission. The essence of the method is an iterative process by which U 3 O 8 grades are determined for a series of 0.5 -foot or one-foot layers which can be considered to comprise the zone under analysis. The objective of the iterative process is to find a grade for each separate layer such that an imaginary set of separate gamma-ray anomalies (one from each separate layer) could be composited to form an overall anomaly which would closely match the real anomaly under analysis (Scott, 1962). RPA accepts the validity of the GAMLOG program.

    There are no specific provisions for security of data or samples other than those employed for confidentiality. The previous companies involved in the project, EFNI and Pathfinder, are deemed to have met or exceeded industry standards for their exploration programs.

    SAMPLING METHOD AND APPROACH

    All the historical drill holes on Energy Fuels’ Arizona Strip breccia pipe properties were gamma-logged and surveyed for down-hole deviation. These data provide the basic building blocks to estimate Mineral Resources. Core holes were drilled to supplement this data and to provide samples for disequilibrium studies and metallurgical testing. This process was consistent with industry standards at the time and the work carried out by EFNI and Pathfinder is judged by RPA to have been of suitable quality.

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    All of the basic data for the estimation of Mineral Resources at the EZ1 and EZ2 deposits, originally by EFNI and more recently by Denison, were derived directly by gamma-log interpretation. Historically, EFNI completed numerous checks on this data by means of chemical assays, closed-can assays, and various beta gamma analyses, but the records for these auxiliary analyses and checks are scattered and incomplete. Nevertheless, all available data and reports indicated that the gamma-logging process provides acceptable results.

    RPA notes that all gamma-log values are listed as eU 3 O 8 numbers. The “e” preceding U 3 O 8 indicates that the respective grades are “equivalent” U 3 O 8 grades based on the correlation between gamma-ray intensity, as measured by the gamma logging tools, and uranium content. Such is not always the case and the correlation must always be checked by chemical and radiometric assays of core samples or by direct neutron activation. EFNI performed extensive checks on core and the available results seem to confirm the general correlation, but detailed test results are not available for review. In layman’s terms, the “e” prefix indicates that somewhat less reliance can be placed on the reported grades than if sufficient data were available to provide greater assurance on the correlation. It is at least partially for this reason that Mineral Resources listed herein are classified as Inferred.

    No chemical assays for the EZ1 and EZ2 deposits were available for examination by RPA.

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    12 DATA VERIFICATION

    Data verification in uranium exploration in the western United States takes the form of a combination of logging tool calibration, chemical assays on core, and various checks by other logging units and outside laboratories. Most of this verification process is internal and company specific. Independent verification has not been part of the industry standard process. EFNI and Pathfinder operations in the Arizona Strip are judged by RPA to have met or exceeded industry standards at the time.

    Complete sets of drill hole data, such as gamma logs and chemical assay data, were not available for the EZ1 and EZ2 deposits. However, all of the gamma logs were available for inspection by Denison geologists and confirm the validity of a vast majority of these data. The checks by Denison geologists included visual confirmation of selected gamma logs and comparison of those logs with tabulated data. Certain items of data could not be confirmed due to a lack of chemical assay data for EZ1 and EZ2.

    It should be stressed that chemical assay data for the EZ1 and EZ2 deposits are missing. This contributes to the classification of the resources as Inferred.

    RPA and Energy Fuels conclude that, although not all data were available for checking, EFNI and Pathfinder followed standard industry practices of the time and that the results of those practices are likely to be a reasonable guide to mineralization available for resource estimation work.

    RPA is of the opinion that the available data are insufficient to make a definitive judgement on the differences between gamma values and chemical assays. We recommend additional work to confirm the correlation between chemical assays and gamma values.

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    13 MINERAL PROCESSING AND METALLURGICAL TESTING

    Energy Fuels has not carried out any metallurgical studies on the EZ1 or EZ2 deposits. However, Energy Fuels has located an historical study by Stephenson (1988) of the Lucky Mc Mine in which an analysis of the core from drill hole EZ1-25 was completed. The results of this study are presented in Table 13-1.

    TABLE 13-1 METALLURGICAL EVALUATION OF HIGH CaCO 3 URANIUM
    ORES
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Grind 28 Mesh
    Retention 24 hours
    Free Acid 80g/L H 2 SO 4
    EMF 420 MV
    Temp 80 0 C

    Stephenson’s recommendations are summarized below:

    “The considerable amount of testing done at the Lucky Mc on the EZ-1 Hole 25 core leads me to believe the leach parameters as set forth in the referenced Energy Fuels memorandum are close to the minimal optimum conditions to achieve an extraction rate in the mid to lower 90% range. It would not be economically acceptable to blend breccia pipe material with ore from the Gas Hills [Plateau Type Deposits]. Should both be milled in the same plant, they would have to be campaigned.”

    Energy Fuels plans to campaign the breccia mineralization in order to maximize recoveries and reduce costs.

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    14 MINERAL RESOURCE ESTIMATE

    GENERAL STATEMENT

    RPA has audited the Mineral Resource estimates completed by Energy Fuels for the EZ1 and EZ2 deposits. These Mineral Resource estimates were prepared using historical data. As part of the audit, the raw data and wireframe creation methods were reviewed. In addition, the suitability of the interpolation techniques and search strategies were assessed. Finally, independent resource estimates were created by RPA to compare with the Energy Fuels estimates.

    For the wireframe, Energy Fuels composited the raw eU 3 O 8 values within the database at 2 ft intervals and interpolated the values to generate a preliminary block model. A grade shell (0.2% eU 3 O 8 ) was superimposed upon the block model values to generate the wireframe. This wireframe was cross-checked with both historic and contemporaneous geological section data. RPA has reviewed this methodology and comments are made in the appropriate sections below.

    TABLE 14-1 INFERRED MINERAL RESOURCES – DECEMBER 31, 2011
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Deposit Tons Grade eU 3 O 8 Contained U 3 O 8
        (%) (lb)
    EZ1 110,500 0.51 1,127,000
    EZ2 113,700 0.43 978,000
       

    Notes:

    1.

    Mineral resources were classified in accordance with CIM Definition Standards.

    2.

    Cut-off grade is 0.2% eU 3 O 8 .

    3.

    Mineral resources have not been demonstrated to be economically viable.

    4.

    Grades were converted from gamma-log data and are therefore equivalent U3O8 (eU 3 O 8 ).

    5.

    Grade shell wireframes at 0.2% eU 3 O 8 were used to constrain the grade interpolation.

    6.

    All material within the wireframes was included in the estimate.

    7.

    Wireframes were constructed with a minimum drill hole sample length of 6 ft.

    8.

    High grades for EZ1 were cut to 10%.

    9.

    High grades for EZ2 were cut to 5%.

    RPA has independently estimated the resources for each breccia pipe using similar parameters to those used by Energy Fuels. The resource estimates are within 5% (EZ1) and 3% (EZ2) of the Energy Fuels values shown in Table 14-1 above. RPA believes that resource estimate was prepared using industry best-practices and is acceptable.

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    EZ1 DEPOSIT RESOURCE ESTIMATE

    RESOURCE DATABASE AND VALIDATION

    The Energy Fuels EZ1 database contained 34 drill hole records, each with downhole survey data, eU 3 O 8 values, coded lithology, and collar information. Energy Fuels converted the collar coordinates into the Arizona State Plane Coordinate System, NAD83 AZ State Plane West Zone.

    RPA imported the same data (collars, eU 3 O 8 values, survey and lithologies) into its modelling software package. RPA did not have access to the hard copy drill logs, or the gamma-log readings, to confirm the accuracy of the values in the database. Database integrity checks were performed and minor modifications were made. One drill hole (EZ1-30) was modified – the downhole length was increased by 1 ft to match the downhole survey data – and two eU 3 O 8 values were removed (negative values in EZ1-006). Table 14-2 is a summary of the records in the EZ1 database. The 34 EZ1 drill holes have a cumulative length of 63,111 ft (19,236 m).

    TABLE 14-2 EZ1 ENERGY FUELS DATABASE RECORDS
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Table Name Number of Records
    Collar 34
    Survey 21,458
    Values 72,555
    Lithology 134

    The 72,555 eU 3 O 8 values reflect gamma-log readings from the mineralized zones within the breccia pipe. The readings were taken at a consistent 0.5 ft sample interval. Readings were also taken in other parts of the holes but the values were not recorded if they fell below a threshold of 0.15% eU 3 O 8 (set by the software for the tool).

    Descriptive statistics for the EZ1 assay dataset are shown in Tables 14-3 (Energy Fuels) and 14-4 (RPA). RPA does not include zero grade values in the statistical treatment. This explains the variance between the two statistical summaries.

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    TABLE 14-3 RAW eU 3 O 8 STATISTICS FOR EZ1 (ENERGY FUELS)
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Energy Fuels
    Mean 0.025
    Median 0.002
    Standard Deviation 0.234
    Variance 0.055
    Minimum 0.000
    Maximum 29.423
    Count 72,555

    TABLE 14-4 RAW eU 3 O 8 STATISTICS FOR EZ1 (RPA)
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    RPA
    Mean 0.031
    Median 0.002
    Standard Deviation 0.262
    Variance 0.068
    Minimum 0.001
    Maximum 29.423
    Count 57,756

    It is RPA’s opinion that the database is suitable for a resource estimate of the EZ1 pipe.

    CUT-OFF GRADE

    As of April 2009, the estimated operating costs for uranium production (mining, haulage and milling) from breccia pipe operations was about $200 per ton of material processed. This cost breaks down as follows:

    Using these production costs, as well as a reasonable price for uranium at the time ($53 per pound), the minimum break-even cut-off grade was 0.189% U 3 O 8 . This number was rounded-up to 0.2% eU 3 O 8 . Both Energy Fuels and RPA used this cut-off value to report their resource estimates.

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    GEOLOGICAL INTERPRETATION AND 3D MODELLING

    Energy Fuels composited the eU 3 O 8 values to 2 ft intervals and interpolated the values to generate a preliminary block model. A grade shell (0.2% eU 3 O 8 ) was generated from the block model and both vertical and plan-view sections were cut through the interpolated values (at 10 ft intervals). Digital geological interpretations (3D rings) were created and cross-checked with the available historic geological section data. A new solid was created where the gap between suitable intercepts in a drill hole exceeded 6 ft in core length. The tops and bottoms of the preliminary wireframe solids were manually contoured and snapped to the end of the composite intervals on the drill holes.

    In many instances, horizontal strings were constructed at intermediate levels (between the 10 ft levels) to aid in contouring the grade to the end of the composite interval. This process created five wireframes (Figure 14-1). Two areas of mineralization are defined, one referred to as the upper zone, which is hosted by the Hermit Formation, and one referred to as the lower zone, which is hosted by the Supai Formation. A 350 ft vertical gap with values below the cut-off grade separates the upper and lower areas of the deposit.

    The Energy Fuels wireframes were used without modification by RPA to constrain their resource estimates. It is noted that RPA did not have access to the historic geological sections used to support Energy Fuels’ wireframe interpretation. RPA estimated the individual tonnages of the EZ1 solids which range in size from 163 tons to 103,380 tons (for a total of 114,125 tons).

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    EZ1 STATISTICS FOR GEOLOGICAL SOLIDS

    Each of the five solids in the EZ1 breccia pipe has been assigned a unique rock code. Table 14-5 displays the descriptive statistics for eU 3 O 8 values within each solid.

    TABLE 14-5 DESCRIPTIVE STATISTICS (UNCAPPED VALUES) FOR EACH
    EZ1 SOLID
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Rock Standard Number
    Code Lens Name Average Minimum Maximum Deviation Variance of values
    110 Lower 01 0.167 0.01 0.613 0.136 0.019 123
    120 Lower 02 0.124 0 0.84 0.149 0.022 162
    130 Lower 03 0.335 0.021 1.829 0.421 0.177 28
    140 Lower Main 0.379 0 29.423 1.501 2.253 565
    150 Upper Main 0.436 0 9.534 0.879 0.772 2722

    The two largest solids have the highest number of values and the highest averages.

    EZ1 CAPPING

    Figure 14-2 is a cumulative frequency plot of the raw eU 3 O 8 values in the EZ1 dataset. A few high value outliers create a positively skewed distribution, although the effects of these outliers can be mitigated by capping them at a specific grade level. Capping levels of 8% eU 3 O 8 were used by RPA (see the population break in Figure 14-3), although Energy Fuels used a 10% eU 3 O 8 capping level. Energy Fuels’ capping level set back two values to 10% eU 3 O 8 , while the RPA capping set back five values. Table 14-6 shows the descriptive statistics for the capped datasets used by Energy Fuels and RPA.

    RPA recommends further investigation of the capping levels when additional data are available.

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    TABLE 14-6 DESCRIPTIVE STATISTICS OF CAPPED EU 3 O 8 VALUES FOR
    EZ1
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Energy Fuels  
    Mean 0.024
    Median 0.002
    Standard Deviation 0.198
    Variance 0.039
    Minimum 0.000
    Maximum 9.534
    Count 72,553

    RPA  
    Mean 0.031
    Median 0.002
    Standard Deviation 0.224
    Variance 0.050
    Minimum 0.001
    Maximum 8.00
    Count 57,756

    Note that RPA does not include zero values in the statistical treatments of the data, so the comparable values in Table 14-6 are different.

    EZ1 COMPOSITING

    All of the eU 3 O 8 gamma-log data were recorded in 0.5 ft sample lengths. The data were composited to 2 ft run length intervals prior to the grade interpolation. Table 14-7 shows the descriptive statistics for the composites created for the EZ1 wireframes. The statistics are the same for both Energy Fuels and RPA.

    Since full-solid compositing was not used, there are 34 remnants (4% of the total) that are less than 2 ft in length. Only one of these remnants is greater than the 0.2% eU 3 O 8 cut-off grade. In this particular case, RPA believes that the inclusion of the remnants in the block model interpolation does not significantly affect the estimate.

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    TABLE 14-7 DESCRIPTIVE STATISTICS OF COMPOSITE eU 3 O 8 VALUES
    FOR EZ1
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Energy Fuels/RPA Data  
    Mean 0.390
    Median 0.129
    Standard Deviation 0.770
    Variance 0.594
    Minimum 0.000
    Maximum 8.069
    Count 916

    EZ1 DENSITY

    Energy Fuels used a historical tonnage factor of 13 ft 3 /ton (which converts to a density of 2.46 g/cc). A value of 153.85 pounds per cubic foot was used as a density value for all rock codes in the EZ1 wireframes.

    EZ1 INTERPOLATION

    RPA used Inverse Distance Squared (ID 2 ) for the EZ1 breccia pipe, which is the same as Energy Fuels’ interpolation routine. In addition, a Nearest Neighbour (NN) model was created as a cross-check on the ID 2 interpolation. In both cases, the search strategy restricted the interpolation to those blocks within the wireframes. The various parameters are listed in Table 14-8.

    TABLE 14-8 EZ1 AND EZ2 INTERPOLATION AND SEARCH STRATEGY
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Search Ellipse X (ft) 40 ft radius
      Y (ft) 40 ft radius
      Z (ft) 40 ft radius
    Orientation   Spherical
    Maximum samples per hole   10
    Minimum samples per estimate   2
    Maximum samples per estimate   10

    Variography was not tried with the EZ1 dataset. Since a category model would not be created, there was no need for an analysis of grade continuity (see below).

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    Nevertheless, RPA recommends investigating the applicability of variography to the dataset, particularly after more holes have been drilled.

    There is no apparent preferred spatial orientation to the uranium mineralization within the pipes. In addition, variography was not attempted, so there is no information on grade continuity criteria in the pipes. As a consequence, an omni-directional search ellipse strategy seems appropriate at this time (see comments on Grade Comparisons though).

    EZ1 BLOCK MODELLING

    RPA used Gemcom Software (version 6.1.4) to create its resource estimate. Energy Fuels created its resource estimate with Vulcan software.

    RPA created a block model with the same dimensions as the one created by Energy Fuels. Each block is 5 ft by 5 ft by 5 ft with 2.5 ft by 2.5 ft by 2.5 ft sub-blocks. The model origin is at coordinates 944800 ft E., 2048200 ft N. and 4,500 ft elevation in the NAD 83 Arizona State Plane Coordinate System, West Zone. In the X and Y directions the model extends equally for 160 blocks (800 ft, or 244 m). In the Z direction (elevation), the model extends 340 blocks (1,700 ft, or 518 m).

    Plan views through the EZ1 pipe block model are shown in Figures 14-4 to 14-6 (inclusive).

    EZ1 VOLUME COMPARISONS

    The solids supplied by Energy Fuels were cross-checked against the volumes of the block models (at zero grade) estimated by RPA. For EZ1, the total wireframe volume for all solids (five in total) is 1.3% higher than the accumulated block volumes. This difference in volumes is considered acceptable and it suggests that the volume accumulation routine in Gemcom is acceptable.

    EZ1 GRADE COMPARISONS

    The raw eU 3 O 8 averages (uncapped) were checked against the averages for both the composites used during interpolation and the eU 3 O 8 values populating the block models. For EZ1, the respective values are 0.40%, 0.39% and 0.41% . The slight increase in

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    block model averages suggests that the search strategy and interpolation method may need to be modified. For example, restrictive kriging may be useful.

    EZ1 CLASSIFICATION OF MINERAL RESOURCE

    The resource estimate at EZ1 is classified as Inferred. The following reasons are given:

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    EZ2 DEPOSIT RESOURCE ESTIMATE

    RESOURCE DATABASE AND VALIDATION

    The EZ2 breccia pipe has been assessed and modelled in an identical manner to the EZ1 deposit. To avoid repetition, the following comments will focus on aspects that are unique to EZ2.

    The EZ2 database was compiled and assessed in the same manner as the EZ1 dataset (Table 14-9). There are 47 drill holes in the database with a cumulative length of 76,018 ft (23,169 m). Two holes have no useful data (EZ2-010 and EZ2-034) and were not included in the resource estimate: these holes were abandoned during drilling at depths of 980 ft (299 m) and 288.5 ft (87.9 m), respectively. The average drill hole length of all holes used in the construction of the resource estimate is 1,617.7 ft (493.1 m).

    TABLE 14-9 EZ2 ENERGY FUELS DATABASE
    RECORDS

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Table Name Number of Records
    Collar 47
    Survey 39,481
    Assays 91,650
    Lithologies 193

    As with the EZ1 database, there were unsampled intervals (25,268 in total for a cumulative footage of 12,634 ft) because the grade was below the gamma-logging tool’s cut-off level (no readings in the database). In addition, 67 values were flagged as -0.1 in the raw dataset indicating that they were unsampled; these were deleted from the database. Other database integrity checks were performed by RPA prior to running the resource estimate and one minor modification was made (the hole length for EZ2-034 was extended by 0.5 ft to match the downhole survey length).

    Descriptive statistics for the EZ2 assay dataset are shown in Tables 14-10 (Energy Fuels) and 14-11 (RPA). RPA does not include zero grade values in the statistical treatment (this explains the variance between the two statistical summaries).

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    TABLE 14-10 RAW eU 3 O 8 STATISTICS FOR EZ2 (ENERGY FUELS)
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Energy Fuels
    Mean 0.013
    Median 0.001
    Standard Deviation 0.124
    Variance 0.015
    Minimum 0.000
    Maximum 7.933
    Count 91,650

    TABLE 14-11 RAW eU 3 O 8 STATISTICS FOR EZ2 (RPA)
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    RPA
    Mean 0.015
    Median 0.002
    Standard Deviation 0.133
    Variance 0.018
    Minimum 0.001
    Maximum 7.933
    Count 91,583

    It is RPA’s opinion that the database is suitable for a resource estimate of the EZ2 pipe.

    CUT-OFF GRADE

    EZ2 uses the same cut-off grade as EZ1 (0.2% eU 3 O 8 ).

    GEOLOGICAL INTERPRETATION AND 3D MODELLING

    The procedures and practices used to create the EZ1 wireframes were also used to create the EZ2 geological solids. In total, 18 discrete wireframes were created by Energy Fuels (Figure 14-7). RPA estimated the individual tonnages of the EZ2 solids which range in size from four tons to 75,021 tons (for a total of 119,346 tons).

    The Energy Fuels EZ2 wireframes were used without modification by RPA to constrain their check resource estimates. It is noted that RPA did not have access to the historic geological sections used to support Energy Fuels’ wireframe interpretation.

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    EZ2 STATISTICS FOR SOLIDS

    Each of the 18 solids in the EZ2 breccia pipe has been assigned a unique rock code.

    Table 14-12 displays the descriptive statistics for eU 3 O 8 (uncapped) values within each solid. Rock code 210 is used for nine satellite solids.

    TABLE 14-12 DESCRIPTIVE STATISTICS (UNCAPPED VALUES) FOR
    EACH EZ2 SOLID
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

              Number
    Rock Standard of
    Code Lens Name Average Minimum Maximum Deviation Variance values
    210 2_SAT 0.393 0.000 2.946 0.499 0.250 128
    215 2_COCO 0.202 0.096 0.564 0.114 0.013 24
    220 2_RING_2 0.201 0.106 0.519 0.095 0.009 22
    230 2_RING_1 0.253 0.021 1.754 0.334 0.112 57
    240 2_L_MAIN 0.667 0.000 7.933 1.218 1.483 401
    250 2_L_SUB 0.187 0.018 0.399 0.113 0.013 19
    260 2_M_MAIN 0.392 0.000 3.821 0.624 0.389 268
    270 2_M_SUB 0.161 0.000 1.542 0.215 0.046 176
    280 2_U_MAIN 0.326 0.000 4.551 0.487 0.237 1003
    290 2_U_SAT 0.243 0.127 0.534 0.083 0.007 31

    The two largest solids have the highest number of values and the highest maximum values. RPA notes that the average for rock code 280 (with 1,003 values) is lower than the average for some of the other lenses which may suggest that a few high values are contributing to the average grade of the smaller lenses.

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    EZ2 CAPPING

    Figure 14-8 is a cumulative frequency plot of the raw eU 3 O 8 values in the EZ2 dataset (values greater than 0.1%) . A few high value outliers create a positively skewed distribution, although the effects of these outliers can be mitigated by capping them at a  specific grade level. Capping levels of 7% eU 3 O 8 were used by RPA (see the population break in Figure 14-8), although Energy Fuels used a 5% eU 3 O 8 capping level. Energy Fuels’ capping level set back nine values to 5% eU 3 O 8 , while the RPA’s capping set back five values. Table 14-13 shows the descriptive statistics for the capped datasets used by Energy Fuels and RPA.

    RPA recommends further investigation of the capping levels when additional data are available.

    TABLE 14-13 DESCRIPTIVE STATISTICS OF CAPPED eU 3 O 8 VALUES FOR
    EZ2
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Energy Fuels
    Mean 0.013
    Median 0.001
    Standard Deviation 0.101
    Variance 0.010
    Minimum 0.000
    Maximum 4.939
    Count 91,573

    RPA
    Mean 0.018
    Median 0.002
    Standard Deviation 0.144
    Variance 0.021
    Minimum 0.001
    Maximum 7.00
    Count 66,315

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    COMPOSITING

    All of the eU 3 O 8 gamma-log data were recorded in 0.5 ft sample lengths. The data were composited to 2 ft run-length intervals prior to running in the estimate. Table 14-14 shows the descriptive statistics for the composites created for the EZ2 wireframes. The statistics are the same for both Energy Fuels and RPA.

    TABLE 14-14 DESCRIPTIVE STATISTICS OF COMPOSITE eU 3 O 8 VALUES
    FOR EZ2
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Energy Fuels/RPA
    Mean 0.373
    Median 0.193
    Standard Deviation 0.635
    Coefficient of Variation 1.703
    Variance 0.403
    Minimum 0.002
    Maximum 7.067
    Count 551

    DENSITY

    EZ2 uses the same density as EZ1.

    INVERSE DISTANCE PARAMETERS

    EZ2 used the same parameters as EZ1.

    BLOCK MODELLING

    RPA created a block model for EZ2 with the same dimensions as the one created by Energy Fuels. Each block is 5 ft by 5 ft by 5 ft with 2.5 ft by 2.5 ft by 2.5 ft sub-blocks. The model origin is at coordinates 940500 ft E., 2049500 ft N. and 4,300 ft elevation in the NAD 83 Arizona State Plane Coordinate System, West Zone. In the X and Y directions, the model extends equally for 160 blocks (800 ft, or 244 m). In the Z direction (elevation), the model extends 220 blocks (1,700 ft, or 518 m).

    Plan views through the EZ2 pipe block model are shown in Figures 14-9 to 14-11 (inclusive).

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    EZ2 VOLUME COMPARISONS

    The solids supplied by Energy Fuels were cross-checked against the volumes of the block models (at zero grade) estimated by RPA. For EZ2, the total wireframe volume for all solids (18 in total) is 0.02% higher than the accumulated block volumes. This difference in volumes is considered acceptable and it suggests that the volume accumulation routine in Gemcom is acceptable.

    EZ2 GRADE COMPARISONS

    The raw eU 3 O 8 averages (uncapped) were checked against the averages for both the composites used during interpolation and the eU 3 O 8 values populating the block models. For EZ2, the respective values are 0.384%, 0.387% and 0.418% . The slight increase in block model averages suggests grade smearing during the interpolation and RPA suggests that the search strategy and interpolation method may need to be modified. For example, restrictive kriging may be useful (but this will require variography).

    EZ2 CLASSIFICATION OF MINERAL RESOURCE

    EZ2 is also classified as an Inferred Resource. The reasons given for EZ1 also apply to EZ2.

    EZ1 AND EZ2 MINERAL RESOURCE VALIDATION

    RPA validated both block models using the following techniques: visual inspection, volume comparisons (already discussed), and cross-checks with the Nearest Neighbour method.

    A visual comparison was made between the 2 ft composite values and the interpolated block values (Figure 14-12). No issues were found.

    For the ID 2 /NN check, the total number of pounds of eU 3 O 8 is compared (Tables 14-15 and 14-16). In both deposits, the number of contained pounds of eU 3 O 8 is higher using the ID 2 interpolation. In particular, EZ1 is 6.5% higher while EZ2 is 14% higher.

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    TABLE 14-15 INFERRED MINERAL RESOURCES: ID 2
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Deposit Tons Grade eU 3 O 8 Contained U 3 O 8
        (%) (lb)
    EZ1 110,500 0.51 1,127,000
    EZ2 113,700 0.43 978,000
       

    Notes:

    1.

    Mineral resources were classified in accordance with CIM Definition Standards.

    2.

    Cut-off grade is 0.2% eU 3O8.

    3.

    Mineral resources have not been demonstrated to be economically viable.

    4.

    Grades were converted from gamma-log data and are therefore equivalent U 3 O 8 (eU 3 O 8 ).

    5.

    Grade shell wireframes at 0.2% eU 3 O 8 were used to constrain the grade interpolation.

    6.

    All material within the wireframes was included in the estimate.

    7.

    Wireframes were constructed with a minimum drill hole sample length of 6 ft.

    8.

    High grades for EZ1 were cut to 10% (Energy Fuels).

    9.

    High grades for EZ2 were cut to 5% (Energy Fuels).

    TABLE 14-16 NEAREST NEIGHBOUR CHECK ESTIMATE
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Deposit Tons Grade eU 3 O 8 Contained U 3 O 8
        (%) (lb)
    EZ1 55,800 0.95 1,060,200
    EZ2 59,300 0.71 842,000

    The differences between the ID 2 and NN results are a minor issue for an Inferred Resource estimate. However, RPA suggests that the interpolation method be reexamined when more data are available.

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    15 MINERAL RESERVE ESTIMATE

    There are currently no Mineral Reserve estimates for the EZ1 or EZ2 Breccia Pipes.

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    16 MINING METHODS

    The conceptual mine plan for the EZ1 and EZ2 Complex is based on accessing the two pipes from a single shaft located between them. The pipes will be reached by horizontal tunnels at or below the lower reaches of the mineralized sections. The common surface facility will be the main shaft, working space for waste piles, stockpiles, water impoundments, and all buildings and related infrastructure.

    The use of a single shaft will provide more rapid access to a large volume of potentially economic mineralization and will also reduce the overall capital development expenditures when compared with the development of two shafts. Utilizing a single shaft and three ventilation shafts will minimize the surface impacts. This will be more favourable for permitting considerations.

    By developing both breccia pipes simultaneously, multiple working areas will be available which will allow increased operational flexibility and sustainable production. All potentially economic mineralization will be hoisted up the main shaft where it will be loaded into haulage trucks and transported to the White Mesa mill in secured, over-the-road trucks. The haulage distance from the EZ1 and EZ2 pipes to the White Mesa mill is approximately 310 miles.

    Mining will employ the same methods currently in use at Energy Fuels’ active and planned breccia pipes. It is anticipated that the bulk of the mineralization will be extracted using blasthole slot mining.

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    17 RECOVERY METHODS

    Processing of any mineralized material from either breccia pipe is expected to take place at Energy Fuels’ White Mesa mill near Blanding, Utah. The basic mill process is a sulphuric acid leach with solvent extraction recovery of uranium and vanadium. In general, the mill operates on a campaign basis in order to stockpile sufficient material for processing.

    Historical operating costs for the White Mesa mill are listed in Pool and Ross (2007) and they are shown here only to indicate the general ranges of costs for mining, haulage and milling (Table 17-1). Note that these numbers are well below the values used for the current resource estimate cut-off grade (see section 14).

    TABLE 17-1 HISTORICAL OPERATING COST ESTIMATES BY EFNI
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Operation Mining Haulage Milling Total
    name ($/ton) ($/ton) ($/ton) ($/ton)
    Canyon (1984) 38.85 22.00 43.00 103.85
    Arizona 1 (1993) 34.28 25.17 53.24 112.69
    Pinenut (1996) 39.72 34.87 41.36 115.95

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    18 PROJECT INFRASTRUCTURE

    This section is not applicable.

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    19 MARKET STUDIES AND CONTRACTS

    MARKETS

    Uranium market prices have rebounded from lows of $10.00 per pound in the mid-1990s to recent values around $50 per pound (July 2012). Some of the factors influencing the uranium price are:

    Fundamentally, the outlook for uranium has improved since 2000 due to factors such as:

    Although negatively impacted by the Japanese earthquake and tsunami in March 2011, the uranium market has held the $50/lb level since the disaster. The restart of two Japanese reactors with more expected to start over the summer, along with the end of the Russian HEU agreement in 2012 all contribute to strong market fundamentals.

    It is now apparent that the market for uranium has moved from one driven by excess secondary supplies to one driven by primary production. The latest global uranium requirements estimate by the World Nuclear Association (September 2011) show Reference Case projections of 177 million pounds U 3 O 8 in 2012 to approximately 226 million pounds U 3 O 8 in 2020.

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    20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT

    Mine development of uranium-bearing breccia pipes of the Arizona Strip requires a minimum of surface disturbance, typically less than 20 acres (8.1 ha), and has little if any impact on groundwater since most of the mines are relatively dry. The overall environmental impact is small. Nevertheless, the Grand Canyon area is environmentally sensitive in many ways and the permitting, development, and operation of uranium mines will be a contentious issue.

    The proposed EZ surface disturbance is slightly larger than 20 acres (8.1 ha) (but less than 40 acres (16.2 ha) as proposed). This is based on the fact that two breccia pipes may be accessed from the same surface facility. A series of permits and approvals will need to be obtained from the Department of the Interior Bureau of Land Management (BLM), the Arizona Department of Environmental Quality (ADEQ), Mohave County, and other agencies.

    The extraction of uranium from BLM unpatented mining claims is in accordance and compliance with applicable BLM regulations (Federal Mining Law at 43 CFR subpart 3809, Surface Management Program) and ADEQ rules and regulations. Energy Fuels is proposing this project to allow for the development and production of uranium in accordance with the BLM multiple-use mandate and the goals and objectives of the President’s Natural Energy Plan. An Aquifer Protection Permit and Air Quality Permit are required from ADEQ. All permit applications were being prepared by Denison, and Energy Fuels will continue this process.

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    21 CAPITAL AND OPERATING COSTS

    This section is not applicable.

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    22 ECONOMIC ANALYSIS

    This section is not applicable.

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    23 ADJACENT PROPERTIES

    EFNI developed and mined several breccia pipe deposits in the Arizona Strip between 1980 and 1991. These pipes (Hack 1, Hack 2, Hack 3, Pigeon and Hermit) were subsequently reclaimed. Production from these pipes is summarized in Table 23-1.

    TABLE 23-1 ENERGY FUELS PRODUCTION SUMMARY – OTHER
    BRECCIA PIPES
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Pipe Tons of Ore Average Grade (% U 3 O 8 ) Pounds U 3 O 8
    Hack 1 133,822 0.53 1,419,623
    Hack 2 497,099 0.70 7,000,273
    Hack 3 111,263 0.50 1,121,748
    Pigeon 439,359 0.65 5,702,570
    Hermit 36,339 0.76 552,449

    The information on historical production provided above is not necessarily indicative of mineralization EZ1 and EZ2 pipes discussed in this report.

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    24 OTHER RELEVANT DATA AND INFORMATION

    No additional information or explanation is necessary to make this Technical Report understandable and not misleading.

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    25 INTERPRETATION AND CONCLUSIONS

    GENERAL COMMENTS

    Energy Fuels’ EZ1 and EZ2 breccia pipes have been drill-tested by 34 and 47 holes, respectively. Uranium values within the holes were recorded using a gamma-logging tool and the interpreted geological solid boundaries are defined using a 0.2% eU 3 O 8 cut-off grade. Mineralization is encountered about 1,150 ft (350 m) to 1,500 ft (450 m) below surface. At these depths, the position of the drill holes is uncertain without using improved downhole survey techniques. This affects the position of the samples (values) and the consequent interpretation of the solids. These issues, amongst others, reduce the confidence level of the grade continuity so that all of the resources at EZ1 and EZ2 Complex are classified as Inferred. Additional drilling would upgrade parts of the resource to the Indicated category.

    ADEQUACY OF PROCEDURES

    RPA has reviewed the methods and procedures to collect and compile geological, geotechnical, and assaying information for the EZ1 and EZ2 pipes and found them reasonable and meeting generally accepted industry standards for an exploration property.

    ADEQUACY OF DATA

    In RPA’s opinion the various companies involved with data gathering at the EZ1 and EZ2 pipes have conducted exploration sampling and analysis programs using standard practices, providing generally reasonable results. RPA believes that the resulting data can effectively be used in the subsequent estimation of resources.

    COMPLIANCE WITH CANADIAN NI 43-101 STANDARDS

    In RPA’s opinion the current drill hole database is sufficient for generating a resource model for use in resource estimation.

    At a 0.2% eU 3 O 8 cut-off grade, the Inferred Resources are 110,500 tons at an eU 3 O 8 grade of 0.51% for EZ1 and 113,700 tons at an eU 3 O 8 grade of 0.43% for EZ2.

    RPA is of the opinion that the resource estimates have been created utilizing acceptable methodologies. RPA is also of the opinion that the classification of Inferred Resources, stated in Table 25-1, meets the definitions as stated by Canadian NI 43-101 Standards of Disclosure for Mineral Projects.

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 25-1

    www.rpacan.com

    TABLE 25-1 INFERRED MINERAL RESOURCES – DECEMBER 31, 2011
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Deposit Tons Grade eU 3 O 8 Contained U 3 O 8
        (%) (lb)
    EZ1 110,500 0.51 1,127,000
    EZ2 113,700 0.43 978,000
       

    Notes:

    1.

    Mineral resources were classified in accordance with CIM Definition Standards.

    2.

    Cut-off grade is 0.2% eU 3 O 8 .

    3.

    Mineral resources have not been demonstrated to be economically viable.

    4.

    Grades were converted from gamma-log data and are therefore equivalent U 3 O 8 (eU 3 O 8 ).

    5.

    Grade shell wireframes at 0.2% eU 3 O 8 were used to constrain the grade interpolation.

    6.

    All material within the wireframes was included in the estimate.

    7.

    Wireframes were constructed with a minimum drill hole sample length of 6 ft.

    8.

    High grades for EZ1 were cut to 10%.

    9.

    High grades for EZ2 were cut to 5%.


    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 25-2

    www.rpacan.com

    26 RECOMMENDATIONS

    RPA recommends that Energy Fuels:

    BUDGET

    RPA recommends the following budget to address the points listed above:

    TABLE 26-1 RECOMMENDED PROGRAM AND BUDGET
    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes

    Item US$
    Scoping Studies (PEA, site investigations, etc.) 350,000
    Permitting Costs (air, water, road, right-of-way etc.) 435,000
    Personnel Costs (Mining Engineer, Geologist, CAD Technician) 300,000
    Subtotal 1,085,000
    Contingency 100,000
    Total 1,185,000

    Depending on the conclusions and recommendations of the PEA and subsequent studies, Energy Fuels plans underground drilling after shaft sinking and initial access to the mineralization. In addition to the definition drilling for detailed mine planning, RPA recommends that Energy Fuels:

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 26-1

    www.rpacan.com

    Assess the significance of the smaller satellite zones and upgrade through drilling or eliminate them from the resource estimates.

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 26-2

    www.rpacan.com

    27 REFERENCES

    Mathisen, I. W., 1985: Memorandum from I.W. Mathisen, Jr, dated January 15.

    Pool, T. C. and Ross, D.A., 2007: Technical Report on the Arizona Strip Uranium Project, Arizona, USA; NI 43-101 report prepared for Denison Mines Corp by Scott Wilson RPA, Feb 2007.

    Scott, J. H., 1962: GAMLOG A computer program for Interpreting Gamma-Ray Logs; United States Atomic Energy Commission, Grand Junction Office, Production Evaluation Division, Ore Reserves Branch, TM-179, September, 1962.

    Stephenson, J.B., 1988: Inter-office correspondence, Denison Mines.

    Wenrich, K. J., 1985: Mineralization of breccia pipes in northern Arizona: Economic Geology, v. 80, pp. 1722-1735.

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 27-1

    www.rpacan.com

    28 DATE AND SIGNATURE PAGE

    This report titled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” and dated June 27, 2012, was prepared and signed by the following authors:

      (Signed & Sealed) “Christopher Moreton”
       
       
    Dated at Toronto, Ontario  
    June 27, 2012 Christopher Moreton, Ph.D., P.Geo.
      Senior Consulting Geologist
       
       
       
      (Signed & Sealed) “David A. Ross”
       
       
    Dated at Toronto, Ontario  
    June 27, 2012 David Ross, M.Sc., P.Geo.
      Principal Geologist

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 28-1

    www.rpacan.com

    29 CERTIFICATE OF QUALIFIED PERSON

    CHRISTOPHER MORETON

    I, Christopher Moreton, Ph.D., P. Geo., as an author of this report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” prepared for Energy Fuels Inc. and dated June 27, 2012, do hereby certify that:

    1.

    I am Senior Consulting Geologist with Scott Wilson Roscoe Postle Associates Inc. of Suite 501, 55 University Ave Toronto, ON, M5J 2H7.

         
    2.

    I am a graduate of the University of Southampton in 1981 with a B.Sc. degree in Geology, Memorial University of Newfoundland in 1984 with a M.Sc. degree in Earth Sciences and the University of New Brunswick in 1994 with a Ph.D. degree in Geology.

         
    3.

    I am registered as a Professional Geologist in the province of Ontario (Reg. #1229) and New Brunswick (Reg. #M5484). I have worked as a geologist for more than 20 years since my graduation. My relevant experience for the purpose of the Technical Report is:

  •  
  • Review and report as a consultant on numerous exploration and mining projects for due diligence and regulatory requirements

  •  
  • Extensive experience with exploration-stage base and precious metal mineral projects in Canada and worldwide

  •  
  • Gemcom resource modelling expertise

         
    4.

    I have read the definition of "qualified person" set out in National Instrument 43- 101 (NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

         
    5.

    I have not visited the project.

         
    6.

    I am responsible for preparation of Sections 1 to 13 and 19, 20, and 23 to 26 and collaborated with my co-author on Section 14 of the Technical Report.

         
    7.

    I am independent of the Issuer applying the test set out in Section 1.5 of National Instrument 43-101.

         
    8.

    I have previously prepared a Technical Report on the EZ1 and EZ2 Breccia Pipes Complex for Denison Mines Corp., dated June 24, 2009, and filed on SEDAR.

         
    9.

    I have read National Instrument 43-101, and the Technical Report has been prepared in compliance with National Instrument 43-101 and Form 43-101F1.


    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-1

    www.rpacan.com

    10.

    At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

    Dated this 27 th day of June, 2012

    (Signed & Sealed) “Christopher Moreton”

    Christopher Moreton, Ph.D., P.Geo

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-2

    www.rpacan.com

    DAVID A. ROSS

    I, David A. Ross, P.Geo, as an author of this report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” prepared for Energy Fuels Inc. and dated June 27, 2012, do hereby certify that:

    1.

    I am a Principal Geologist with Scott Wilson Roscoe Postle Associates Inc. of Suite 501, 55 University Ave., Toronto, ON, M5J 2H7.

         
    2.

    I am a graduate of Carleton University, Ottawa, Canada, in 1993 with a Bachelor of Science degree in Geology and Queen’s University, Kingston, Ontario, Canada, in 1999 with a Master of Science degree in Mineral Exploration.

         
    3.

    I am registered as a Professional Geologist in the Province of Ontario (Reg.#1192). I have worked as a geologist for a total of 15 years since my graduation. My relevant experience for the purpose of the Technical Report is:

  •  
  • Review and report as a consultant on numerous mining and exploration projects around the world for due diligence and regulatory requirements

  •  
  • Exploration geologist on a variety of gold and base metal projects in Canada, Indonesia, Chile, and Mongolia.

         
    4.

    I have read the definition of "qualified person" set out in National Instrument 43- 101 ("NI43-101") and certify that by reason of my education, affiliation with a professional association (as defined in NI43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI43-101.

         
    5.

    I visited the EZ1 and EZ2 Breccia Pipes property on July 1, 2008.

         
    6.

    I am responsible for overall supervision of the Technical Report and collaborated with my co-author on Section 14 of the Technical Report .

         
    7.

    I am independent of the Issuer applying the test set out in Section 1. 5 of National Instrument 43-101.

         
    8.

    I have previously prepared a Technical Report on the EZ1 and EZ2 Breccia Pipes Complex for Denison Mines Corp., dated June 24, 2009, and filed on SEDAR.

         
    9.

    I have read National Instrument 43-101, and the Technical Report has been prepared in compliance with National Instrument 43-101 and Form 43-101F1.

         
    10.

    At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the technical report not misleading.

    Dated this 27 th day of June, 2012

    (Signed & Sealed) “David A. Ross”

    David A. Ross, M.Sc., P.Geo

    Energy Fuels Inc. – EZ1 and EZ2 Breccia Pipes Complex  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-3


    Exhibit 99.58

    ENERGY FUELS INC.

    TECHNICAL REPORT ON THE
    HENRY MOUNTAINS COMPLEX
    URANIUM PROPERTY, UTAH, U.S.A.

    NI 43-101 Report

    Qualified Persons:
    William E. Roscoe, Ph.D., P.Eng.
    Douglas H. Underhill, Ph.D., C.P.G.
    Thomas C. Pool, P.E.

                                                                                                                                                                                                    June 27, 2012
    ROSCOE POSTLE ASSOCIATES INC.



    Report Control Form

    Document Title

    Technical Report on the Henry Mountains Complex Uranium

     

    Property, Utah, U.S.A.

       
    Client Name & Address

    Energy Fuels Inc.

     

    2 Toronto Street

     

    Suite 500

     

    Toronto, Ontario M5C 2B6


    Document Reference   Status &

     

     

                                                                                                   Project #1920 Issue No.

    Version

    0


    Issue Date

    June 27, 2012


    Lead Author

    William E. Roscoe

     

    (Signed)

     

    Douglas H Underhill

     

    (Signed)

     

    Thomas C. Pool

     

    (Signed)

     

     

     

     

    Peer Reviewer

    Deborah A. McCombe

     

    (Signed)

     

     

     

     

    Project Manager Approval

    Deborah A. McCombe

     

    (Signed)

     

     

     

     

    Project Director Approval

    William E. Roscoe

     

    (Signed)

     

     

     

     

    Report Distribution

    Name

    No. of Copies

     

    Client

     

     

    RPA Filing

    1 (project box)

    Roscoe Postle Associates Inc.
    55 University Avenue, Suite 501
    Toronto, Ontario M5J 2H7
    Canada
    Tel: +1 416 947 0907
    Fax: +1 416 947 0395
    mining@rpacan.com


    www.rpacan.com

    TABLE OF CONTENTS

      PAGE
       
    1 SUMMARY 1-1
             Executive Summary 1-1
             Technical Summary 1-5
    2 INTRODUCTION 2-1
    3 RELIANCE ON OTHER EXPERTS 3-1
    4 PROPERTY DESCRIPTION AND LOCATION 4-1
    5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 5-1
    6 HISTORY 6-1
             Bullfrog Property History 6-2
             Tony M Property History 6-3
             Historical Mineral Resources 6-8
             Vanadium Studies 6-8
    7 GEOLOGICAL SETTING AND MINERALIZATION 7-1
             Regional Geology 7-1
             Local and Property Geology 7-6
             Mineralization 7-13
             Uranium and Vanadium Mineralogy 7-14
             Chemical Analysis of Mineralized Samples from the Property 7- 16
    8 DEPOSIT TYPES 8-1
    9 EXPLORATION 9-1
    10 DRILLING 10-1
             Rotary Drilling 10-1
             Core Drilling 10-2
    11 SAMPLE PREPARATION, ANALYSES AND SECURITY 11-1
             Sampling Method and Approach 11-1
             Status of Chemical Equilibrium of Uranium 11-3
             Sample Preparation 11-6
    12 DATA VERIFICATION 12-1
    13 MINERAL PROCESSING AND METALLURGICAL TESTING 13-1
    14 MINERAL RESOURCE ESTIMATE 14-1
             General Statement 14-1
             Tony M-Southwest Deposit 14-2
             Copper Bench- Indian Bench Deposit 14-20
    15 MINERAL RESERVE ESTIMATE 15-1
    16 MINING METHODS 16-1

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page i

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    17 RECOVERY METHODS 17-1
             White Mesa Mill 17-1
    18 PROJECT INFRASTRUCTURE 18-1
    19 MARKET STUDIES AND CONTRACTS 19-1
             Markets 19-1
    20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT 20-1
    21 CAPITAL AND OPERATING COSTS 21-1
    22 ECONOMIC ANALYSIS 22-1
    23 ADJACENT PROPERTIES 23-1
    24 OTHER RELEVANT DATA AND INFORMATION 24-1
    25 INTERPRETATION AND CONCLUSIONS 25-1
    26 RECOMMENDATIONS 26-1
    27 REFERENCES 27-1
    28 DATE AND SIGNATURE PAGE 28-1
    29 CERTIFICATE OF QUALIFIED PERSON 29-1

    LIST OF TABLES

      PAGE
       
    Table 1-1 Mineral Resource Estimate of the Henry Mountains Complex Uranium Deposits, December 31, 2011 1-2
    Table 1-2 Recommended Program and Budget 1-4
    Table 6-1 Historical Production at Tony M 6-6
    Table 6-2 Southwest Project - V 2 O 5 :U 3 O 8 Ratios by Atlas 6-10
    Table 6-3 Southwest Deposit - V 2 O 5 : U 3 O 8 Ratios by EFNI 6-11
    Table 7-1 Comparison of Composite Head Analyses with Calculated Head Analyses 7-17
    Table 7-2 Presence of Various Elements in Composite Samples of the Tony M and Southwest Deposits 7-17
    Table 10-1 Core Drilling on the Tony M and Southwest Deposits 10-2
    Table 11-1 Tony M Mine – Average (Arithmetic Mean) 11-5
    Table 14-1 Mineral Resource Estimate of the Henry Mountains Complex Uranium Deposits, December 31, 2011 14-2
    Table 14-2 2009 Indicated Resource and Historic Drilling Data Support 14-3
    Table 14-3 Basic Statistics of GT Values over 0.10 ft.% eU 3 O 8 14-5
    Table 14-4 2009 Tony M-Southwest Resource Estimate at a Cut-off Grade of 0.10% eU 3 O 8 14-19
    Table 14-5 2006 Indicated Resource and Historic Drilling Data Support 14-21
    Table 14-6 Copper Bench, Indian Bench, and Southwest Deposits – Characteristics of 202 Indicated Resource Blocks at Minimum Cut-off: 0.20% eU 3 O 8, GT: 0.80 ft% eU 3 O 8 14-21

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page ii

    www.rpacan.com

    Table 14-7 Copper Bench, Indian Bench, and Southwest Deposits – Characteristics of 148 Inferred Resource Blocks at Minimum Cut-off: 0.20% eU 3 O 8, GT: 0.80ft% eU 3 O 8 14-22
    Table 14-8 Copper Bench - Indian Bench Mineral Resources 14-27
    Table 25-1 Mineral Resource Estimate of the Henry Mountains Complex Uranium Deposits, December 31, 2011 25-2
    Table 26-1 Recommended Program and Budget 26-1

    LIST OF FIGURES

      PAGE
       
    Figure 4- 1 Regional Location Map of the Colorado Plateau and Henry Mountains Complex Property 4-3
    Figure 4- 2 Property Boundary, Deposit Outlines, and Tony M Mine Limits 4-4
    Figure 7- 1 Geology Map 7-2
    Figure 7- 2 Colorado Plateau Geology and Deposit Locations 7-3
    Figure 7- 3 Salt Wash Member - Isopachous and Facies Map 7-5
    Figure 7- 4 Henry Mountains Complex Representative Stratigraphic Section 7-7
    Figure 7- 5 Tony M-Southwest Deposit Measured Stratigraphic Section of Salt Wash Member 7-8
    Figure 7- 6 Tony M-Southwest Deposit Measured Stratigraphic Section of Lower Salt Wash Member 7-9
    Figure 7- 7 Structural Contour Map of the Henry Mountains Area 7- 10
    Figure 14-1 Section A-A’ (Grid 10,252,700 N NAD83) Looking North 14-6
    Figure 14- 2 Section B-B’ (Grid 10,249,200 N NAD83) Looking North 14-7
    Figure 14- 3 Histogram of GT for the Lower Lower, Middle Lower and Upper Lower Zones 14-8
    Figure 14- 4 Cumulative Frequency of GT for the Lower Lower, Middle Lower and Upper Lower Zones 14-9
    Figure 14- 5 Histogram Log GT Intervals for the Lower Lower, Middle Lower and Upper Lower Zones 14-10
    Figure 14- 6 Lower Lower Zone – Uranium Resource Map with Resource Blocks 14-13
    Figure 14- 7 Upper Lower Zone – Uranium Resource Map with Resource Blocks 14-14
    Figure 14- 8 Middle Lower Zone – Uranium Resource Map with Resource Blocks 14-15
    Figure 14- 9 Lower Lower Zone – Uranium Resource Map with GT Contours 14-16
    Figure 14- 10 Lower Lower Zone – Uranium Resource Map with Thickness Contours 14-17
    Figure 14- 11 Cut-off Grade vs Indicated Resource for Combined Indian Bench, Copper Bench and Southwest Deposits 14-23
    Figure 14- 12 Cut-off Grade vs Inferred Resource for Combined Indian Bench, Copper Bench and Southwest Deposits 14-24
    Figure 14- 13 Copper Bench Deposit – Southern Portion Polygon Resource Map 14-29
    Figure 14- 14 Copper Bench Deposit – Northern Portion Polygon Resource Map 14-30
    Figure 14- 15 Indian Bench Deposit – Polygon Resource Map 14-31
    Figure 14-16 Copper Bench Deposit – Southern Portion – Section B-B’ (Grid 107,850N) Looking North 14-32
    Figure 14-17 Copper Bench Deposit – Northern Portion – Section C-C’ (Grid 112, 250E) Looking West 14-33
    Figure 14-18 Indian Bench Deposit – Section D-D’ (Grid 115,000N) Looking North 14-34

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page iii

    www.rpacan.com

    1 SUMMARY

    EXECUTIVE SUMMARY

    Roscoe Postle Associates Inc. (RPA) has been retained by Energy Fuels Inc. (Energy Fuels) to prepare an independent Technical Report to support the disclosure of Mineral Resource estimates for the Henry Mountains Complex Uranium Property (the Property). This Technical Report is a combination and update of two previous Technical Reports completed by Scott Wilson Roscoe Postle Associates Inc. (Scott Wilson RPA, predecessor to RPA). A Technical Report for International Uranium Corporation (IUC, predecessor to Denison Mines Corp.) dated September 9, 2006 documented a Mineral Resource estimate for the Copper Bench-Indian Bench deposit. A Technical Report for Denison Mines Corp. (Denison) dated March 19, 2009 documented a Mineral Resource estimate for the Tony M-Southwest deposit. Both deposits are located on the Property. RPA visited the Property on October 12, 2005 and July 15, 2008. RPA understands that no exploration work has been carried out on the Property since then.

    In June 2012, Energy Fuels acquired all of Denison Mines Corp.’s (Denison) mining assets and operations in the United States.

    The Property is located in Garfield County, southeastern Utah. It is accessible from paved State Highway 276 which passes within three miles of the Property. The Property is located in a relatively remote area of Utah, and the infrastructure is limited. Skilled labour can be recruited from the region, which has a tradition of uranium mining. The distance to the Energy Fuels White Mesa Uranium-Vanadium Processing Facility near Blanding, Utah, is 117 miles.

    The Mineral Resources are summarized in Table 1-1.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 1-1

    www.rpacan.com

    TABLE 1-1 MINERAL RESOURCE ESTIMATE OF THE HENRY MOUNTAINS
    COMPLEX URANIUM DEPOSITS, DECEMBER 31, 2011
    Energy Fuels Inc. – Henry Mountains Complex Property

    Category Million Tons Grade eU 3 O 8 Contained eU 3 O 8
        (%) (Million Pounds)
    Indicated – Tony M 1.03 0.24 4.83
    Indicated - Southwest 0.66 0.25 3.30
    Indicated – Copper Bench 0.50 0.29 2.93
    Indicated – Indian Bench 0.22 0.40 1.74
    Total Indicated Resource 2.41 0.27 12.80
           
    Inferred – Tony M 0.65 0.17 2.17
    Inferred - Southwest 0.21 0.14 0.58
    Inferred – Copper Bench 0.50 0.32 3.24
    Inferred – Indian Bench 0.25 0.42 2.09
    Total Inferred Resource 1.61 0.25 8.08
     

    Notes:

      1.

    Mineral Resources were classified in accordance with CIM Definition Standards.

      2.

    Cut-off grade is 0.10% eU 3 O 8 over a minimum thickness of 2 ft. for the Tony M-Southwest deposit

      3.

    Cut-off grade is 0.20% eU 3 O 8 over a minimum thickness of 4 ft. for the Copper Bench-Indian Bench deposit

      4.

    Mineral Resources have not been demonstrated to be economically viable.

      5.

    All mine production by Plateau and Denison has been deducted.

      6.

    Some totals may not add due to rounding.

    CONCLUSIONS

    Energy Fuels’ Tony M-Southwest and Copper Bench-Indian Bench uranium deposits are of the Colorado Plateau sandstone hosted type. The Henry Mountains Complex Property has been the site of considerable past exploration including the drilling and logging of approximately 3,400 rotary holes and 106 core holes, of which 2,864 rotary holes were used to prepare the current resource estimates. In the opinion of RPA, the drill hole databases for the Tony M-Southwest and Copper Bench-Indian Bench deposits are appropriate and acceptable for Mineral Resource estimation.

    Denison estimated the Mineral Resources of the Tony M-Southwest deposit in 2009 using the contour method. Energy Fuels Nuclear Inc. (EFNI, not the same company as Energy Fuels Inc.) estimated the Mineral Resources of the Copper Bench-Indian Bench deposit in 1993 using the polygonal block method. RPA has audited and accepted both the Tony M-Southwest and Copper Bench-Indian Bench Mineral Resources estimates, which are summarized above in Table 1-1. No mineral reserves have been estimated for either deposit.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 1-2

    www.rpacan.com

    The Tony M Mine has been extensively developed, including over 18 miles of main haulageways and crosscuts that provide access to a majority of the estimated resources. The drilling and most of the development activity were conducted from about 1976 to the mid-1990s, with much of the work completed by the mid-1980s. From September 1979 to mid-1984, a total of approximately 237,000 tons of muck with an average grade of 0.121% U 3 O 8 containing 573,500 pounds U 3 O 8 were extracted and stockpiled by Plateau Resources Ltd. (Plateau)

    In 2007, the Tony M Mine was reactivated by Denison and, to November 2008, 162,384 tons at 0.131% eU 3 O 8 containing 429,112 pounds U 3 O 8 were produced from areas of existing mine development. The Tony M Mine is fully permitted for production but is currently on standby awaiting higher uranium prices. The mine is partially dewatered and provides direct access to much of the estimated resources through existing workings.

    No development has taken place in the Southwest portion of the Tony M-Southwest deposit, although the Tony M haulageways are developed at the same elevation and within about 1,100 ft. of the Southwest uranium zones. No development has taken place on the Copper Bench-Indian Bench deposit which is located north of the Tony M-Southwest deposit but at a similar elevation above sea level.

    The Henry Mountains Complex Mineral Resources have full access to Energy Fuels’ operating White Mesa uranium mill at Blanding, Utah, which has recent operating experience processing material from the Tony M Mine.

    For various reasons, including the difficulty of surface access, historic surface drilling on the Tony M-Southwest and Copper Bench-Indian Bench deposits has left significant areas untested that are adjacent to known mineralization as well as in areas not accessible from existing or planned drifts or through long-hole drilling from underground at the Tony M Mine. RPA considers that there is excellent potential to add to the Mineral Resources in these areas. There is also significant potential to increase Mineral Resources in the Southwest portion of the Tony M-Southwest deposit and the Copper Bench-Indian Bench deposit where drill hole spacing averages are greater than 100 ft. This is particularly the case in the Indian Bench portion where drill hole spacing averages 200 ft.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 1-3

    www.rpacan.com

    RPA is of the opinion that additional drilling should be done on the Henry Mountains Complex Property with an emphasis on delineating areas of higher grade uranium mineralization. Positive drilling results would increase Mineral Resources, as well as provide a more complete database for use in mine development and production planning.

    Based on the review of the available analyses, RRA is of the opinion that the V 2 O 5 :U 3 O 8 ratio ranges from 1.3:1 to about 2.0:1 in the Henry Mountains Complex deposits, and that the concentration of vanadium is therefore too low to be economic at current prices.

    RPA is of the opinion that the Tony M-Southwest property is of merit and warrants the recommended program and budget.

    RECOMMENDATIONS

    RPA recommends the following work:

      1.

    Conduct a surface rotary drilling and logging program on the Tony M-Southwest and Copper Bench-Indian Bench deposits to fill in areas of wider spaced drilling, with a view to outlining higher grade mineralization.

         
      2.

    Re-estimate Mineral Resources of the Copper Bench- Indian Bench and Tony M- Southwest deposits using the contour method or a block modeling approach.

         
      3.

    Carry out a Preliminary Economic Assessment of re-opening the Tony M Mine and developing other uranium deposits on the Henry Mountains Complex Property.

    RPA recommends the budget shown in Table 1-2 to carry out the proposed work program. The total budget is $1.8 million.

    TABLE 1-2 RECOMMENDED PROGRAM AND BUDGET
    Energy Fuels Inc. – Henry Mountains Complex Property

    Item US$
    Drilling and logging 100 rotary holes, 80,000 ft. at $8.00/ft. 640,000
    Re-estimate Mineral Resources 50,000
    Preliminary Economic Assessment 150,000
    Subtotal 840,000
    Contingency 160,000
    Total 1,800,000

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    TECHNICAL SUMMARY

    PROPERTY DESCRIPTION AND LOCATION

    The property comprising Energy Fuels’ Henry Mountains Complex Property is located in eastern Garfield County, Utah, 17 miles north of Bullfrog Basin Marina on Lake Powell and approximately 40 air miles south of the village of Hanksville, Utah. It is situated three miles west of Utah State Highway 276 and approximately five miles north of Ticaboo, Utah.

    The Henry Mountains Complex Property consists of the Tony M Mine and deposit and the Southwest deposit located in the southwest part of the Property, and the combined Copper Bench–Indian Bench uranium deposit in the east and north part of the Property.

    LAND TENURE

    The Henry Mountains Complex is one contiguous property comprised of 202 unpatented Federal lode mining claims totalling approximately 3,560 acres and one 640-acre Utah State Mineral Lease. Energy Fuels holds title to all of the claims. Of the 202 total claims, 185 have no royalty burden. The remaining 17 “TIC” claims are subject to production royalties based on the gross values of uranium and vanadium sold. The Utah State Mineral Lease is subject to royalties set by the State of Utah. Both the “TIC” claims and the Utah State mineral lease have an annual advance minimum royalty.

    EXISTING INFRASTRUCTURE

    Road access to the Property is by paved Highway 276, running between Hanksville and Bullfrog Basin Marina, Utah. An unimproved gravel road maintained by Garfield County extends west from Highway 276, passes by the portal of the Tony M Mine, and extends northerly across the property, the northern end of which is crossed by another county road. A network of unimproved, dirt exploration roads provides access over the property except the areas of rugged terrain. The Bullfrog Basin Marina airstrip is located approximately 15 miles south of the project area.

    The property is located in a relatively remote area of Utah, and the infrastructure is limited. The town site of Ticaboo, Utah, is located approximately five miles south of the Property. During operation of the Tony M Mine, electricity was generated locally. Skilled labour can be recruited from the region, which has a tradition of uranium mining.

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    Materials and supplies are transported to the site by truck about 275 miles from Salt Lake City, and about 190 miles from Grand Junction, Colorado. The distance to the Energy Fuels White Mesa Uranium-Vanadium Processing Facility near Blanding, Utah, is 117 miles.

    HISTORY

    Following the discovery of the Tony M uranium deposit in 1977, Plateau Resources Ltd. (Plateau) developed the Tony M Mine from September 1, 1977, to about May 1984, when development was suspended. By January 31, 1983, over 18 miles of mine workings were developed, and a total of approximately 237,000 tons of muck was extracted with an average chemically adjusted grade of 0.121% U 3 O 8 containing about 573,500 pounds U 3 O 8 .

    The Tony M Mine is accessed via two parallel declines extending about 10,200 ft. into the deposit. The mine was allowed to flood after development was suspended in 1984. The southern one-half of the mine remained dry, as it is located above the static water table.

    Denison received the necessary permits to restart the Tony M Mine in September 2007, at which time it resumed dewatering of the mine. During its September 2007 to December 2008 reactivation, cleanup and mining, Denison extracted 162,384 tons at radiometric grade of 0.131% containing 429,112 pounds U 3 O 8 from within existing workings and from the previously stockpiled material. This material was trucked to Denison’s White Mesa Mill for processing.

    No pre-production mine development has been conducted on the Southwest portion of the Tony M-Southwest deposit or on the Copper Bench-Indian Bench deposit located further north.

    GEOLOGY AND MINERALIZATION

    The mineralization on the Henry Mountains Complex Property is of Salt Wash tabular (vanadium)-uranium sandstone deposit type (Colorado Plateau) hosted by the Lower Salt Wash Member of the Upper Jurassic Morrison Formation. The Tony M-Southwest and Copper Bench-Indian Bench deposits occur over a zone up to 100 ft. from the base of the lowermost interval of the 450 ft. thick Salt Wash Member.

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    The Henry Mountain Complex Property contains two more or less continuous, elongate mineralized zones - the northerly trending Tony M-Southwest deposit in the south part and the northwesterly trending Copper Bench-Indian Bench deposit in the north part. The two deposits occur within an area of approximately four miles by two miles.

    Mineralization making up the Mineral Resources of the Tony M-Southwest and the Copper Bench-Indian Bench has average thicknesses of three feet to six feet depending on assumptions regarding GT cut-off and dilution. Inspection of logs by RPA indicates that the thickness of uranium mineralization in individual drill holes only occasionally exceeds 12 ft.

    Uranium mineralization in the Henry Mountains Complex property is hosted by favourable sandstone horizons containing detrital organic debris. Primary uranium mineralization consists of coffinite, accompanied by vanadium minerals comprising mainly the oxide montroseite and vanadium chlorite. In the oxidized zone above the water table in the southern part of the Tony M deposit, the uranium and vanadium occurs in a series of hydrous potassium and calcium uranium-vanadium minerals, together with montroseite.

    EXPLORATION STATUS

    Most of the drilling done on the Southwest, Copper Bench and Indian Bench deposits on the Bullfrog claims was conducted from 1977 to 1983 by rotary drilling using a tricone bit with a nominal diameter of 5.1 inches. Downhole gamma logging of the rotary surface holes was done by Century Geophysical Corp. and Professional Logging Services, Inc. Rotary drilling on the Property comprises more than 3,400 holes, plus 106 core holes on which chemical assays were carried out to confirm results of radiometric logging of the rotary holes.

    The Southwest and Copper Bench deposits are delineated by drilling on approximately 100 ft. centres. The Indian Bench deposit is delineated by drilling on approximately 200 ft. centres. In some areas, the rugged terrain made access difficult, resulting in an irregular drill pattern.

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    RPA is of the opinion that, based on the information available, the original gamma log data and subsequent conversion to eU 3 O 8 % values are reliable but slightly conservative estimates of the uranium U 3 O 8 grade. Furthermore, there is no evidence that radiometric disequilibrium would be expected to negatively affect the uranium resource estimates of the Tony M-Southwest and Copper Bench-Indian Bench deposits.

    MINERAL RESOURCES

    Mineral Resources are summarized above in Table 1-1. Mineral Resources of the Tony M-Southwest deposit were estimated in 2009 by Denison using the GT contour method and audited by Scott Wilson RPA in the 2009 Technical Report. Mineral Resources of the Copper Bench-Indian Bench deposit were estimated in 1993 by ENFI using the polygonal block method and audited by Scott Wilson RPA in the 2006 Technical Report.

    The Mineral Resources were classified as Indicated and Inferred categories. They are reported at a cut-off grade of 0.10% eU 3 O 8 over a minimum thickness of 2 ft. and minimum GT (grade times thickness product) of 0.2 ft.% eU 3 O 8 for the Tony M-Southwest deposit and at a cut-off grade of 0.20% eU 3 O 8 over a minimum thickness of 4 ft. and minimum GT (grade times thickness product) of 0.8ft.% eU 3 O 8 for the Copper Bench-Indian Bench deposit. Total Indicated Resources are 2.41 million tons at an average grade of 0.27% eU 3 O 8 containing 12.80 million pounds eU 3 O 8 . Additional Inferred Resources total 1.61 million tons at an average grade of 0.25% eU 3 O 8 containing 8.08 million pounds eU 3 O 8 .

    SAMPLING AND METALLURGICAL TESTING

    From November 2007 to December 2008, a total of 162,384 tons at 0.131% eU 3 O 8 containing 429,112 pounds U 3 O 8 were trucked from the Tony M Mine to the White Mesa Mill at Blanding, Utah, for processing. Of this material, 90,025 tons at 0.165%eU 3 O 8 (297,465 pounds) were extracted by Denison from the Tony M Mine and 72,359 tons at 0.091% eU 3 O 8 (131,647 pounds) came from stockpiled material mined by previous operators.

    In 1982, the Shootaring Canyon mill processed some 27,000 tons of mineralized material from the Tony M Mine, but details are not available to RPA. A U.S. Nuclear Regulatory Commission (USNRC) report lists a recovery of 90% for the milling operation.

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    Metallurgical testing in 1983 of drill core from the Southwest and Copper Bench-Indian Bench are of the Property indicated overall recoveries of 99% U 3 O 8 and 90% V 2 O 5 for a strong acid leach. Additional testing of a mild acid leach and an alkaline leach gave recoveries of 97% U 3 O 8 and 40% V 2 O 5 for both. Acid consumption for the strong acid leach was 350 pounds per ton.

    At the White Mesa Mill of Energy Fuels, run-of-mine ore is reduced to minus 28 mesh in a six-foot by 18-ft. diameter semi-autogenous grinding (SAG) mill. Leaching of the ore is accomplished in two stages: a pre-leach and a hot acid leach. The first, or pre-leach, circuit, consisting of two mechanically agitated tanks, utilizes pregnant (high-grade) strong acid solution from the countercurrent decantation (CCD) circuit which serves both to initiate the leaching process and to neutralize excess acid. The pre-leach circuit discharges to a 125-ft. thickener where the underflow solids are pumped to the second stage leach and the overflow solution is pumped to clarification, filtration, and solvent extraction circuits.

    A hot strong acid leach is used in the second stage leach unit, which consists of seven mechanically agitated tanks having a retention time of 24 hours. Free acid is controlled at 70 grams per litre and the temperature is maintained at 75 o C.

    Leached pulp is washed and thickened in the CCD circuit, which consists of eight high-capacity thickeners. Underflow from the final thickener at 50% solids is discharged to the tailings area. Overflow from the first thickener (pregnant solution) is returned to the pre-leach tanks.

    The solvent extraction circuit consists of four extraction stages in which uranium in pregnant solution is transferred to the organic phase, a mixture consisting of 2.5% amine, 2.5% isodeconal, and 95% kerosene. Loaded organic is pumped to six stages of stripping by a 1.5 molar sodium chloride solution, and thence to a continuous ammonia precipitation circuit. Precipitated uranium is settled, thickened, centrifuged, and dried at 1,200oF. The final product at about 95% U 3 O 8 is packed into 55-gallon drums for shipment.

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    PREVIOUS MINING OPERATONS

    The Tony M Mine was developed from 1977 to 1983 with a double entry system by two parallel declines spaced 50 ft. apart. The declines measure 9 ft. by 12 ft. in cross-section, have crosscuts on 50 ft. centres, have a minus 3% grade, serve as the primary fresh air intake, and are 10,200 ft. in length.

    Access to the individual mining areas is through 8 ft. by 10 ft. laterals driven at right angles to the mine entries. The laterals also provide access for long-hole drilling and detailed information for mine planning and stope development. The mine was planned as a random room and pillar operation with pillar extraction by a retreat system.

    Mining equipment consisted of slushers and rubber-tired, five- to ten-ton capacity load-haul-dump (LHD) units. A 36 in. wire rope conveyor was planned for installation in 1985 to transport ore and waste up the decline to storage bins outside the portal of the mine. Exhaust ventilation was provided by five bored ventilation shafts, six feet in diameter, each with a 75-HP exhaust fan mounted at the shaft collar.

    Plateau operated the Tony M Mine from September 1, 1978, until April 1984. A total of 237,000 tons were produced at a grade of 0.121% U 3 O 8 , containing 574,500 lbs of U 3 O 8 . Denison operated the mine from September 2007 to November 2008. A total of 162,000 tons were produced at a grade of 0.131% U 3 O 8 , containing 429,000 lbs of U 3 O 8 . Some of the Denison production was from previously mined stockpiled material.

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    2 INTRODUCTION

    Roscoe Postle Associates Inc. (RPA) has been retained by Energy Fuels Inc. (Energy Fuels) to prepare an independent Technical Report to support the first time disclosure of Mineral Resource estimates for the Henry Mountains Complex Uranium Property (the Property). The report has been prepared to meet the requirements of National Instrument 43-101 (NI 43-101).

    This Technical Report is a combination and update of two previous Technical Reports completed by Scott Wilson Roscoe Postle Associates Inc. (Scott Wilson RPA, predecessor to RPA), as follows:

    International Uranium Corporation (IUC) is a predecessor company to Denison Mines Corp. (Denison). Energy Fuels acquired the Henry Mountains Complex Property from Denison in June 2012.

    SOURCES OF INFORMATION

    Thomas C. Pool, P.E., Associate Mining Engineer with RPA, visited the Property on October 12, 2005 for the 2006 Technical Report. Douglas H. Underhill, Ph.D., C.P.G., Associate Consulting Geologist with RPA, visited the property on July 15, 2008 for the 2009 Technical Report. Dr. Underhill was in charge of the exploration and evaluation program for the Tony M property for the periods from February 1977 to mid-1984, and from mid-1989 to about 1993.

    Discussions were held with personnel from Denison:

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    No independent samples were taken because Denison was actively mining at the time of the second RPA visit and sufficient production history exists to verify the presence of uranium mineralization at the Tony M Mine. No samples are available for the Southwest deposit. Relevant reports and data were provided to RPA by Denison and were reviewed and discussed with Denison staff during and following the site visits. Various maps and technical reports were provided by Denison. The documentation reviewed, and other sources of information, are listed at the end of this report in Section 27 References.

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    LIST OF ABBREVIATIONS

    Units of measurement used in this report conform to the Imperial system. All currency in this report is US dollars (US$) unless otherwise noted.

    µ

    micron

    km 2

    square kilometre

    °C

    degree Celsius

    kPa

    kilopascal

    °F

    degree Fahrenheit

    kVA

    kilovolt-amperes

    µg

    microgram

    kW

    kilowatt

    A

    ampere

    kWh

    kilowatt-hour

    a

    annum

    L

    litre

    bbl

    barrels

    L/s

    litres per second

    Btu

    British thermal units

    lb

    pound

    C$

    Canadian dollars

    m

    metre

    cal

    calorie

    M

    mega (million)

    cfm

    cubic feet per minute

    m 2

    square metre

    cm

    centimetre

    m 3

    cubic metre

    cm 2

    square centimetre

    m 3 /h

    cubic metres per hour

    d

    day

    min

    minute

    dia.

    diameter

    MASL

    metres above sea level

    dmt

    dry metric tonne

    mm

    millimetre

    dwt

    dead-weight ton

    mph

    miles per hour

    ft

    foot

    MVA

    megavolt-amperes

    ft/s

    foot per second

    MW

    megawatt

    ft 2

    square foot

    MWh

    megawatt-hour

    ft 3

    cubic foot

    opt, oz/st

    ounce per short ton

    g

    gram

    oz

    Troy ounce (31.1035g)

    G

    giga (billion)

    ppm

    part per million

    Gal

    Imperial gallon

    psia

    pound per square inch absolute

    g/L

    gram per litre

    psig

    pound per square inch gauge

    g/t

    gram per tonne

    RL

    relative elevation

    gpm

    Imperial gallons per minute

    s

    second

    gr/ft 3

    grain per cubic foot

    st

    short ton

    gr/m 3

    grain per cubic metre

    stpa

    short ton per year

    hr

    hour

    stpd

    short ton per day

    ha

    hectare

    t

    metric tonne

    hp

    horsepower

    tpa

    metric tonne per year

    in

    inch

    tpd

    metric tonne per day

    in 2

    square inch

    US$

    United States dollar

    J

    joule

    USg

    United States gallon

    k

    kilo (thousand)

    USgpm

    US gallon per minute

    kcal

    kilocalorie

    V

    volt

    kg

    kilogram

    W

    watt

    km

    kilometre

    wmt

    wet metric tonne

    km/h

    kilometre per hour

    yd 3

    cubic yard

     

     

    yr

    year


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    3 RELIANCE ON OTHER EXPERTS

    This report has been prepared by Roscoe Postle Associates Inc. (RPA) for Energy Fuels Inc. (Energy Fuels). The information, conclusions, opinions, and estimates contained herein are based on:

    For the purpose of this report, RPA has relied on ownership information provided by Energy Fuels and Denison. RPA has not researched property title or mineral rights for the Property and expresses no opinion as to the ownership status of the Property.

    Except for the purposes legislated under provincial securities laws, any use of this report by any third party is at that party’s sole risk.

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    4 PROPERTY DESCRIPTION AND LOCATION

    The property comprising Energy Fuels’ Henry Mountains Complex Property is located in eastern Garfield County, Utah, 17 miles north of Bullfrog Basin Marina on Lake Powell and approximately 40 air miles south of the village of Hanksville, Utah. It is situated three miles west of Utah State Highway 276 and approximately five miles north of Ticaboo, Utah (Figure 4-1).

    The Henry Mountains Complex Property consists of the Tony M Mine and deposit and the Southwest deposit located in the southwest part of the Property, and the combined Copper Bench–Indian Bench uranium deposit in the east and north part of the Property (Figure 4-2).

    The Property consists of one Utah State Mineral Lease for Section 16 Township 35 South Range 11 East (T35S R11E) Salt Lake Meridian (SLM), and 202 unpatented Federal lode mining claims. The latter consist of 137 B.F., 19 Bull, 19 Star, two Frog (comprising the Bullfrog property), 17 TIC and eight Ticaboo claims (including fractions); the TIC and Ticaboo claims being associated with the Tony M deposit. The claims and state lease comprise one contiguous property located in T34S R11E and T35S R11E SLM. The Utah State Section 16 includes 638.54 acres, and the 202 unpatented lode mining claims consist of about 4,305.72 acres. The surface rights are owned by the federal government, administered by the U.S. Bureau of Land Management (BLM), with the exception of the state lease which has associated state surface rights.

    The Tony M–Southwest deposit is located in the northern half of T35S R11E SLM and extends into the southern half of T34S R11E SLM. The Copper Bench-Indian Bench deposit trends northwesterly across the southern one-half of the T34S R11E SLM (Figure 4-2).

    All of the Henry Mountains Complex Property holdings are reported by Energy Fuels to be in good standing. The annual mining claim holding costs for the Henry Mountains Complex Property for 2012 will be $30,000. All unpatented mining claims are subject to an annual federal mining claim maintenance fee of $140/claim plus approximately $10/claim for county filing fees. Energy Fuels also indicated that there are no outstanding environmental liabilities for the properties.

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    Energy Fuels controls a total of 202 unpatented Federal lode mining claims for the Henry Mountains Complex Property. There is no royalty burden for the 185 claims that comprise the Bullfrog property, as well as for the Ticaboo claims. The 17 TIC claims are held by Energy Fuels, subject to an annual advance minimum royalty. The uranium production royalty burden is 4% yellowcake gross value less taxes and certain other deductions. The vanadium production royalty burden is 2% gross value less certain deductions.

    The Utah State Lease has an annual rental of $640, plus an escalating annual advance minimum royalty based on the uranium spot price. The uranium royalty is 8% of gross value less certain deductions. The vanadium royalty is 4% of gross value less certain deductions.

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    4-3


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    5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

    Road access to the property is by paved Highway 276, running between Hanksville and Bullfrog Basin Marina, Utah. An unimproved gravel road maintained by Garfield County extends west from Highway 276, passes by the portal of the Tony M Mine, and extends northerly across the property, the northern end of which is crossed by another county road. A network of unimproved, dirt exploration roads provides access over the property except the areas of rugged terrain. The Bullfrog Basin Marina airstrip is located approximately 15 miles south of the project area.

    The property is located in a relatively remote area of Utah, and the infrastructure is limited. The town site of Ticaboo, Utah, is located approximately five miles south of Energy Fuels’ mineral property. It is used by Energy Fuels to provide housing and municipal services for the Tony M Mine staff. The next closest community is Hanksville, Utah, a small town of a few hundred people, located about 40 miles north of the Property.

    During operation of the Tony M Mine, electricity was generated locally, as is the case for Ticaboo. Skilled labour can be recruited from the region, which has a tradition of uranium mining. Materials and supplies are transported to the site by truck about 275 miles from Salt Lake City, and about 190 miles from Grand Junction, Colorado. The distance to the Energy Fuels White Mesa Uranium-Vanadium Processing Facility near Blanding, Utah, is 117 miles.

    The climate is distinctly arid, with an average annual precipitation of approximately 8 in., including about 12 in. of snow. Local records indicate the temperature ranges from a minimum of -10 o F to a maximum of 110 o F. The vegetation consists primarily of small plants including some of the major varieties of blackbrush, sagebrush, and rabbit brush. A few small junipers are also present.

    Energy Fuels’ Henry Mountains Complex Property deposits are located on the lower southern flank of Mt. Hillers (10,723 ft. elevation), and to the west and northwest of Mount Ellsworth and Mt. Holmes (7,930 ft. elevation). The land surface slopes south-southwesterly from these mountains to Lake Powell, which has an average elevation of approximately 3,700 ft.

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    Relief over the combined Henry Mountains Property is approximately 800 ft. The elevation on the property ranges from 4,550 ft. asl at the portal of the Tony M Mine, near the southern end of the property, to 6,800 ft. asl over the northern end of the Property. The terrain is typical canyon lands topography, with some areas deeply dissected by gullies and headwalls of canyons and the rest consisting of gently undulating gravel benches covering the northern part of the project area. The terrain in several parts of the Property is particularly rugged and inaccessible and is the primary reason for the irregular pattern of surface drill holes in parts of the Property.

    The Tony M Mine is accessed by a double entry system with two parallel declines spaced 50 ft. apart on centres. The portals of the two 9 ft. high by 12 ft. wide main haulageways are located on the northwesterly side of Shootaring Canyon near the south centre of Section 16 T35S R11E SLM with a sill elevation of about 4,546 ft. asl. The declines follow a minus three percent grade (i.e., 3 ft./100 ft.) along a trend of N22 o W. They generally follow the long axis of the mineralized trend and extend approximately 10,200 ft. from the portal. The declines intersected the natural water table about 5,300 ft. from the portal.

    Plateau Resources Ltd. (Plateau) developed over 18 miles of underground workings in the Tony M Mine. In 1985, when pumping was suspended, the mine was allowed to flood. When U.S. Energy Corporation (USEC) abandoned the Tony M property in the late 1990s, the portals to the mine were closed and the ventilation shafts were capped as part of mine closure and reclamation activities.

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    Following rehabilitation work at the Tony M Mine and re-establishment of surface facilities in 2006, Denison received operational permits, reopened the mine and commenced mining in September 2007. Production from exiting workings in the mine ramped up to approximately 400 tons per day by October 2008. In November 2008, Denison announced that the operations at the Tony M Mine would be suspended due to uranium and economic market conditions. Denison announced the Tony M Mine will be on care and maintenance until it determines that the mine is once again economically viable. The mine continues to be slowly dewatered.

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    6 HISTORY

    During World War I, vanadium was mined from small deposits outcropping in Salt Wash exposures on the eastern and southern flanks of the Henry Mountains. In the 1940s and 1950s, interest increased in both vanadium and uranium, and numerous small mines developed along the exposed Salt Wash outcrops.

    In the late 1960s, Gulf Minerals (Gulf) acquired a significant land position southwest of the Henry Mountains Complex Property and drilled about 70 holes with little apparent success. In 1970 and 1971, Rioamex Corporation conducted a 40 hole drilling program in an east-west zone extending across the southerly end of the Bullfrog property and the northerly end of the Tony M–Frank M property. Some of these holes intercepted significant uranium mineralization.

    The history of exploration and development of the Bullfrog (including the Southwest deposit) and Plateau properties evolved independently from the mid-1970s until early 2005. The Bullfrog properties were initially explored by Exxon Minerals Company (Exxon), while the Tony M deposit was explored and developed by Plateau, a subsidiary of Consumers Power Company (Consumers) of Michigan. Plateau started exploration east of Shootaring Canyon in about 1974 and drilled the first holes west of the canyon in the Tony M area in early 1977. Development of the Tony M decline and mine started on September 1, 1978. Following extensive development, the mine was put on care and maintenance in mid-1984 as a result of cancellation of Consumers dual Midland, Michigan, nuclear plants. Plateau’s Tony M uranium production had been committed to the Midland plants.

    Ownership of the Tony M property was transferred from Plateau to Nuclear Fuels Services, Inc. (NFS) in about mid-1990. During its ownership, NFS conducted annual assessment work including drilling and logging of about 39 holes. USEC subsequently acquired ownership of the Tony M property around 1994 and then abandoned it in the late 1990s.

    Denison acquired the Bullfrog properties when it purchased most of the assets of Energy Fuels Nuclear Inc. (EFNI) in 1997. EFNI is not the same company as the current owner Energy Fuels. In February 2005, Denison acquired the former Plateau properties bringing them under common ownership with the Bullfrog properties.

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    Prior to 2005, all exploration, mine development, and related activities for the two properties were conducted independently. Many historic activities on the Bullfrog and Tony M properties are therefore discussed separately, except where correlations and comparisons are made.

    From its evaluation of the two properties, Denison determined that the Tony M and Southwest deposits comprise a continuous zone, with uranium mineralization correlating between the two properties. In addition to providing mining infrastructure, the Tony M Mine is expected to provide access to the contiguous undeveloped Southwest deposit. When the Tony M Mine reopens, Energy Fuels plans to develop a 3,500 ft. extension of the main Tony M drift to the Southwest property and a 600 ft. shaft to hoist mineralized material from the Southwest deposit to the surface.

    BULLFROG PROPERTY HISTORY

    Exxon conducted reconnaissance in the area in 1974 and 1975, and then staked its first “Bullfrog” claims in 1975 and 1976. A first phase drilling program in 1977 resulted in the discovery of what became the Southwest deposit. Additional claims were subsequently staked and drilling was continued, first by Exxon’s Exploration Group, and then by its Pre-Development Group. Several uranium and vanadium zones were discovered in the Southwest and Copper Bench areas, and mineralization exhibiting potential economic grade was also discovered in the Indian Bench area. With the declining uranium markets of the early 1980s, Exxon prepared a prefeasibility report and then discontinued development of the property. Subsequently, Exxon offered the property to Atlas Minerals Corporation (Atlas) in January 1982.

    Atlas entered into an agreement to purchase the Bullfrog property from Exxon in July 1982. From July 1982 to July 1983, Atlas completed 112 drill holes delineating the Southwest and Copper Bench deposits on approximately 100 ft. centres. In August, 1983, Atlas commissioned Pincock, Allen and Holt, Inc. (PAH), to conduct a feasibility study for development of the Southwest and Copper Bench deposits. From July 1983 to March 1984, Atlas completed a core drilling program throughout the Bullfrog property, as well as a rotary drill hole program to delineate the Indian Bench deposit. In November 1983, Atlas renamed the Bullfrog deposits as the “Edward R. Farley Jr. Deposit” (the name is no longer used).

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    Atlas continued to hold the Bullfrog property until 1990 when a corporate decision was made to consider its sale. During that year, Mine Reserves Associates, Inc. (MRA) Tucson, Arizona, was retained to prepare mineral inventory and mineable reserve estimates for the Indian Bench deposit and incorporate the results into a project-wide reserve base. Steve Milne of Milne and Associates (Milne), a principal engineer for the PAH study, was engaged in November 1990 to update the PAH feasibility study and to complete an optimization study on selected mining/milling scenarios. The completed Milne study was submitted to Atlas in December 1990.

    Atlas did not sell the Bullfrog property, and in 1991 returned it to Exxon. In late 1992, EFNI, acting through its subsidiary Energy Fuels Exploration Company, purchased the property from Exxon. EFNI conducted a geologic review and internal economic analysis of the Bullfrog property. In 1997, International Uranium Corp. (IUC) became the owner of the Bullfrog property as part of an acquisition in which IUC acquired substantially all of EFNI’s assets. IUC performed no exploration activities on the properties.

    On December 1, 2006, IUC combined its operations with those of Denison Mines Inc. (DMI) and DMI became a subsidiary of IUC. IUC was then renamed Denison.

    TONY M PROPERTY HISTORY

    Exploration drilling in the Shootaring Canyon area was initiated by Plateau during the mid-1970s in the vicinity of small mine workings and outcropping uranium mineralization east of the canyon. In February 1977, drilling commenced in what was to become the Tony M Mine. Subsequently, Plateau drilled more than 2,000 rotary drill holes totalling about 1,000,000 ft. Over 1,200 holes were drilled in the Tony M area and about 700 holes were completed on the Frank M trend.

    The Frank M deposit is located about 1.5 miles to two miles to the northeast of the Tony M deposit and extends off the Henry Mountains Complex Property from the Copper Bench-Indian Bench deposit. While reference is made in this report to the Frank M deposit to provide additional information on the geologic setting of Energy Fuels’ Henry Mountains Complex Property, the Frank M deposit is not located on the Energy Fuels property. Furthermore, none of the uranium resources described in this Technical Report is attributable to the Frank M deposit. Section 15 Adjacent Properties gives additional information.

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    Development of the Tony M Mine started in June 1977, and by September 1, 1977, the mine portals were complete and underground development of the twin haulage ways was initiated. By mid-1984, when work on the mine was suspended, about 18 miles of underground workings had been developed including two parallel 10,200 ft. declines trending N22ºW developed from the west wall of Shootaring Canyon. Figure 4-2 shows a map of the limits of development in the Tony M Mine completed by Plateau.

    HISTORICAL PRODUCTION FROM THE TONY M MINE

    The Tony M Mine was originally developed by Plateau to provide a nuclear fuel supply to its parent company Consumers Power Company of Michigan. Exploration drilling began in 1976. After confirming the presence of uranium mineralization averaging 0.15% U 3 O 8 , underground development began in September 1977.

    Plateau developed the Shootaring Canyon Uranium Processing Facility (Ticaboo Mill) located about four miles south of the Tony M portals. Operational testing first started at the Ticaboo Mill on April 13, 1982, and the mill was declared ready for operation on June 1, 1982. Before shutdown on August 18, 1982, a total of about 27,267 pounds U 3 O 8 were recovered from Tony M ore (Plateau, 1982 Annual Report). Some part of the stockpile of uranium bearing material from the Tony M Mine was trucked to the Ticaboo Mill. The details, however, were not available to RPA.

    In 2007, the Ticaboo Mill was purchased by Uranium One Inc. from USEC.

    In 1989, NFS entered into an agreement to acquire the Tony M property from Plateau. During its tenure, NFS conducted various investigations including delineation drilling and geologic analysis of the property. The report documenting a “Geologic analysis of the uranium and vanadium ore reserves in the Tony M Orebody” was prepared for NFS by Nuclear Assurance Corporation (NAC, 1989). Drilling by NFS on the Tony M property, consisting of 39 rotary holes, was targeted to delineate zones of high grade uranium mineralization. In addition, with the cooperation of NFS, BP Exploration Inc. drilled one stratigraphic core hole (91-8-14c) on the northern Tony M property in 1991 (Robinson & McCabe, 1997).

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    In about 1994, USEC of Riverton, Wyoming, then owner of the Ticaboo Mill (which it had acquired from Plateau), entered into an agreement to acquire the Tony M Mine and Frank M deposit from NFS. USEC held the mineral properties until the late 1990s when the company abandoned them because of the continued low uranium market prices. About that time, USEC conducted a program to close the Tony M Mine and reclaim disturbed surface areas. This included backfilling the portals and capping the mine vent holes. The buildings and structures were removed and the terrain was reclaimed and recultivated.

    In February 2005, the State of Utah offered the Utah State Mineral Lease covering Section 16 T35S R11E, SLM, for auction. Both the portal of the Tony M Mine and the southern part of the Tony M deposit are located on this state section. IUC was the successful bidder, and the State of Utah leased Section 16 to IUC. Subsequently, IUC entered into an agreement to acquire the TIC unpatented mineral claims located between Section 16 and the Bullfrog property claims.

    The Tony M Mine was developed with a double entry system by two parallel declines spaced 50 ft. apart. The declines measure 9 ft. by 12 ft. in cross-section, have crosscuts on 50 ft. centres, have a minus 3% grade, serve as the primary fresh air intake, and are 10,200 ft. in length.

    Access to the individual mining areas is through 8 ft. by 10 ft. laterals driven at right angles to the mine entries. The laterals also provide access for long-hole drilling and detailed information for mine planning and stope development. The mine is planned as a random room and pillar operation with pillar extraction by a retreat system. The pillars are 136 ft. by 136 ft. and form a conventional room and pillar pattern. Plateau completed a total of 90,000 linear feet of room development, outlining as pillars a major part of the known potential ore. During the period April 1982 to December 1982, a test stope covering an area 260 ft. by 260 ft. was mined in the southeastern part of the Tony M deposit in Denison’s Mining Blocks E and P producing some 22,500 tons at 0.134% U 3 O 8 with no apparent problems (Plateau Annual Report, January 26, 1983).

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    Mining equipment consisted of slushers and rubber-tired, five- to ten-ton capacity load-haul-dump (LHD) units. A 36 in. wire rope conveyor was planned for installation in 1985 to transport ore and waste up the decline to storage bins outside the portal of the mine. Exhaust ventilation was provided by five bored ventilation shafts, six feet in diameter, each with a 75-HP exhaust fan mounted at the shaft collar.

    Plateau operated the Tony M Mine from September 1, 1978, until April 1984. Denison operated the mine from September 2007 to November 2008. As noted above in Section 6 History, some of the Denison production was from the Tony M Mine and some was from previously mined stockpiled material.

    Production history for the Tony M Mine is shown in Table 6-1.

    TABLE 6-1 HISTORICAL PRODUCTION AT TONY M
    Energy Fuels Inc. – Henry Mountains Complex Property

    Operator Period of Tons produced Average grade Contained
      operation     pounds U 3 O 8
    Plateau
    Sept. 1979 to
    April 1984
    237,000
    0.121% U 3 O 8
    (chemical)
    574,500
    Denison
    Sept. 2007 to
    Dec. 2008
    162,384
    0.131% eU 3 O 8
    429,112

    During development of the Tony M Mine by Plateau, water inflows in the order of 100 gpm were pumped to the surface for disposal in an evaporation pond. Estimates of inflow to the Southwest and Copper Bench mines, if developed, indicate that simultaneous maximum inflows to both fully developed mines should not exceed 126 gpm.

    RECENT MINING

    By early 2007, work on reactivating the Tony M Mine was carried out by Denison, and surface and underground rehabilitation and repairs were conducted. The Environmental Assessment for the BLM Plan of Operations was approved in September 2007; prior to that time, limited site work was conducted under an exploration permit, which allowed for reopening of the mine portals and assessing mine conditions.

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    Surface facilities to support mine operations were constructed, including administration and maintenance facilities, site power and communications, an evaporation pond for disposal of mine water. Worker housing was established in the town of Ticaboo, Utah.

    As rehabilitation work advanced in the mine, ventilation was re-established. The water level in the mine had risen to historic pre-mine levels, and upon reaching the flooded workings, mine dewatering was also initiated. During the rehabilitation work, limited amounts of “cleanup ore” were removed. As areas of the mine were made ready for mining, production increased steadily.

    Denison commenced dewatering of the Tony M Mine in December 2007 when the static water level stood at about 4,405 ft. asl. Dewatering continued at an average rate of 125 gpm during operation, and by February 2009 the water level in the mine stood at about 4,350 ft. asl.

    There are no perennial streams in the vicinity of the Henry Mountains Complex area, but there are ephemeral streams all of which flow in response to snow melt and rainfall. In the western part of the property area, primary surface waters flow from a series of seeps and springs at the base of the Tununk shale, which is located above the Morrison Formation (Figure 7-4). The major regional water source is provided by wells developed in the Jurassic-Triassic Navajo sandstone aquifer. The Navajo Sandstone is located at a depth of about 1,800 ft. in the Bullfrog property area, placing it about 1,000 ft. below the Salt Wash uraniferous zones.

    From November 2007 to December 2008, a total of 162,384 tons at 0.131% eU 3 O 8 containing 429,112 pounds U 3 O 8 were trucked to the White Mesa Mill at Blanding, Utah, for processing. Of this material, 90,025 tons at 0.165%eU 3 O 8 (297,465 pounds) were extracted by Denison from the Tony M Mine and 72,359 tons at 0.091% eU 3 O 8 (131,647 pounds) came from stockpiled material mined by previous operators.

    Denison placed the Tony M Mine on temporary closure status at the end of November 2008. The mine is on care and maintenance, and mine dewatering is continuing. At the time of temporary closure, the Tony M Mine was producing approximately 400 tons per day, with a plan to increase daily tonnage to 600 tons. The mine is being maintained in a state ready to resume operations when uranium prices improve. Mine supervisory staff have been retained at the site to keep the mine in a ready state.

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    HISTORICAL MINERAL RESOURCES

    A number of Mineral Resource estimates have been carried out in the past on the Tony M, Southwest, Copper Bench, and Indian Bench deposits. None of these are considered relevant by RPA and they have been superseded by the current Mineral Resource estimates in this Technical Report.

    VANADIUM STUDIES

    HISTORIC VANADIUM PRODUCTION

    The V 2 O 5 /U 3 O 8 ratio for the vanadium-uranium deposits for Henry Mountains is routinely reported as 5:1 based on U.S. Atomic Energy Commission production records of 18,300 tons for the period 1956-1965. Focusing only on the South Henry Mountains (also known as the Little Rockies) mining district, the V 2 O 5 /U 3 O 8 ratio is markedly lower at 1.8/1. This value is also based on production records for the period 1956-1965, comprising about 6,900 tons produced from several small mines all located within a few miles of the Tony M Mine portal (Doelling, 1967).

    Various evaluations of the vanadium content in both the Southwest and Tony M deposits have been conducted. The results for the Southwest deposits are based solely on 18 samples from the 15 core holes drilled by Exxon and Atlas. Evaluations for the Tony M are based on composite samples from 55,234 tons of mineralized muck produced from the Tony M deposit and sampled at the mine portal, as well as samples from 11 core holes, and extensive muck and chip sampling from the underground workings.

    Determining the concentration of vanadium in a deposit is much more costly and time-consuming than making the equivalent determination for uranium. While indirect determinations of the uranium content may be efficiently made at low cost using gamma logging, chemical analysis is the only way to determine the vanadium content.

    Northrop and Goldhaber (1990) established that the relationship between the uranium and vanadium mineralization in the Tony M and Frank M deposits was not a simple one.

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    Vanadium enrichment in the mineralized intervals occurred over a thicker interval than uranium. Northrop and Goldhaber (1990) found that while uranium and vanadium often reached their maximum concentration at the top of each uranium-bearing horizon, the vertical distribution of vanadium was frequently distinct from uranium.

    RPA’s review of sample data shows that there is a clear tendency for higher grade uranium to be associated with higher grade vanadium; however, the relationship is somewhat erratic and high grade uranium samples frequently have low concentrations of vanadium.

    TONY M SAMPLING PROGRAM FOR VANADIUM

    In making this evaluation, RPA used information from Denison’s files for the Tony M deposit. Throughout the period of development of the Tony M Mine, Plateau conducted several sampling programs to estimate the vanadium content in the Tony M deposit. The programs include sampling and analyzing drill core, underground muck and rock chips, and a longer term program to assay composite samples collected at the mine portal as material was trucked from the mine.

    Based on a review of monthly production reports for October 1982 through August 1983, plus January 1984, together with analyses of uranium and vanadium of composite samples, RPA found that 55,234 tons of muck produced from the central part of the mine (Blocks B, E, F, and S) had an average of 0.222% V 2 O 5 and 0.133% chem U 3 O 8 with a weighted V/U ratio of 1.66. This included 31,049 tons (56%) of the muck produced in nine months from Block B averaging 0.256% V 2 O 5 with a weighted V/U ratio of 1.59. The balance of 24,185 tons was produced from blocks E, F, and S.

    RPA did not have information to identify whether the samples originated from the Lower Lower or the Upper Lower units of the Lower Salt Wash interval.

    RPA is of the opinion that the V 2 O 5 :U 3 O 8 ratio of 1.66:1 for the composite bulk samples collected over the period October 1982 to January 1984 from 55,234 tons of rock mined is representative for the areas sampled. Furthermore, this average of 1.66:1 is the most reliable estimate of the V 2 O 5 :U 3 O 8 ratio for the Tony M deposit. RPA agrees with EFNI that vanadium is not presently technically and economically recoverable from the Tony M deposit.

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    BULLFROG PROPERTY – VANADIUM

    As indicated above, the only sample analyses available to provide an indication of the content of vanadium in the Southwest and Copper Bench-Indian Bench deposits are from core drilling. In November 1983, Atlas (Rajala, 1983, see Section 9 of this report) analyzed a composite sample based on 104 (from 16 drill holes) core intervals. The composite sample gave a V 2 O 5 :U 3 O 8 ratio of 1.1 for the Southwest deposit. The ratio is based on an average uranium grade of 0.35% U 3 O 8 .

    Milne (1990) provides a summary of the results of an analysis of V 2 O 5 :U 3 O 8 ratios prepared by Atlas based on 15 samples from the Southwest deposit (Table 6-2). The average V 2 O 5 :U 3 O 8 ratio ranges from 1.313 to 3.078 for the three levels – Upper, Middle and Lower – and averages 2.450:1. Milne then uses results from this table to estimate the grade and amount of vanadium in the Southwest deposit. RPA did not have access to the initial data from which the table had been developed.

    TABLE 6-2 SOUTHWEST PROJECT - V 2 O 5 :U 3 O 8 RATIOS BY ATLAS
    Energy Fuels Inc. – Henry Mountains Complex Property

    Deposit Zone V 2 O 5 :U 3 O 8 Variance Std. Dev. # Samp.
    Southwest U 3.078 : 1 20.935 4.576 11
      M 1.530 : 1 0.000 0.000 1
      L 1.313 : 1 0.343 1.585 3
    Deposit Weighted Average   2.450 : 1     Total: 15

    In 1991, EFNI (EFNI, 1991) conducted an evaluation of composite mineral zones from all of the 18 samples from 32 core holes drilled on the Southwest deposit. This included a review of the Atlas results in Table 6-2 above. Following the review, EFNI observed that the results in Table 6-2 were based on an erroneous comparison of raw data. Therefore, they rejected the inference of Atlas’ report that the average V 2 O 5 :U 3 O 8 ratio for the Bullfrog Project was about 3:1.

    This analysis (EFNI, 1991) indicated a V 2 O 5 :U 3 O 8 ratio for the Southwest deposit of 1.6:1.0 at a thickness of one foot of 0.10% eU 3 O 8 cut-off; and a ratio of 1.29:1.0 at a 0.80 GT cut-off (Table 6-3).

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    TABLE 6-3 SOUTHWEST DEPOSIT - V 2 O 5 :U 3 O 8 RATIOS BY EFNI
    U 3 O 8 GT Cut-off = 0.80ft.%
    Energy Fuels Inc. – Henry Mountains Complex Property

    Deposit Zone V 2 O 5 :U 3 O 8 Number of Intercepts
    Southwest U  1.59 : 1 9
      M  1.25 : 1 6
      L  0.85 : 1 3
    Deposit Average    1.29 : 1 Total: 18

    From EFNI, 1991

    Based on these results, EFNI (1991) concluded that it was uneconomic to recover vanadium from the Bullfrog property. They also observed that the V 2 O 5 :U 3 O 8 ratio was highly variable from deposit to deposit, zone to zone, and intercept to intercept. They indicated that it was “…most important that many of the very good vanadium intercepts do not contain mineable uranium values”.

    Their observations on the variability of vanadium concentration within the uranium bearing zones are consistent with the findings of the Northrop and Goldhaber (1990) discussed under Mineralization in Section 7. In addition, the ratios found in their analyses are somewhat similar to the ratios determined by Rajala (1983) for composite samples for the Southwest, Copper Bench and Indian Bench deposits, as discussed above.

    RPA is of the opinion that, based on the information available, the EFNI (1991) findings are the most relevant and provide a reliable estimate of the V 2 O 5 :U 3 O 8 relationship in the Bullfrog property deposits. RPA agrees with EFNI that vanadium is not presently technically and economically recoverable from the Bullfrog property deposits.

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    7 GEOLOGICAL SETTING AND MINERALIZATION

    REGIONAL GEOLOGY

    The Henry Mountains Complex uranium deposits occur within the Salt Wash Member of the Morrison Formation. This formation is located within the Colorado Plateau (Figure 7-1). The dominant feature of the geologic history of the Colorado Plateau has been its comparative structural stability since the close of the Precambrian time. During much of the Paleozoic and Mesozoic time, the Colorado Plateau was a stable shelf without major geosynclinal areas of deposition, except during the Pennsylvanian when several thousand feet of black shales and evaporates accumulated in the Paradox Basin of southwestern Colorado and adjacent Utah.

    Folding and faulting of the basement during the Laramide orogeny of Late Cretaceous and Early Tertiary time produced the major structural features of the Colorado Plateau. Compared to the adjacent areas, however, it affected the plateau only slightly. The nearly horizontal strata were gently flexed, producing the uplifts and basins indicated in Figure 7-2.

    Early Tertiary fluvial and lacustrine sedimentation within the deeper parts of local basins was followed in mid-Tertiary time by laccolithic intrusion and extensive volcanism. Intrusions of diorite and monazite porphyry penetrated the sediments at several sites to form the laccolithic mountains of the central Colorado Plateau. Dikes and sills of similar composition were intruded along the eastern edge of the plateau, probably in Miocene time. Faulting along the south and west margins of the plateau was followed by epirogenic uplift and northeastward tilting of the plateau and by continuing erosion which has shaped the present landforms.

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    MORRISON FORMATION

    The Morrison Formation is a complex fluvial deposit of Late Jurassic age that occupies an area of approximately 600,000 square miles, including parts of 13 western states and small portions of three Canadian provinces, far to the north and east of the boundary of the Colorado Plateau.

    With the exception of the Tidwell Member, which underlies the Salt Wash Member in some districts, in the areas of major Salt Wash uranium production in Colorado and Utah, the Morrison Formation consists of only the Salt Wash and the conformably overlying Brushy Basin Member.

    SALT WASH MEMBER

    The Salt Wash Member is subdivided into three major facies, as shown in Figure 7-3, an isopach and facies map of the Salt Wash. Uranium-vanadium orebodies have been found in each of the three facies, but the great majority of ore has been mined from the interbedded sandstone and mudstone facies. In outcrop, the Salt Wash is exposed as one or more massive, ledge-forming sandstones, the number varying from one district to another. Closer to the source areas, as in Arizona, the Salt Wash is mainly a massive sandstone or conglomeratic sandstone broken only by a few, thin interbeds of siltstone or clay. Farther from the source areas, as in the area of the Uravan mineral belt, three or more discontinuous sandstone ledges are common, generally interbedded with approximately equal amounts of thick, laterally persistent siltstones or mudstones.

    The sandstones of the Salt Wash have been classified as modified or impure quartzite, ranging from orthoquartzite to feldspathic or tuffaceous orthoquartzite. Carbonate cement is a relatively common component in the Salt Wash. The sandy strata of the Salt Wash Member contain many mineable concentrations of uranium throughout the Henry Basin, most of which are relatively small. The Henry Mountains deposits of Energy Fuels, together with adjoining deposits, constitute the largest Salt Wash-hosted uranium concentration on the Colorado Plateau.

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    LOCAL AND PROPERTY GEOLOGY

    The Henry Mountains Complex Property is situated in the southeastern flank of the Henry Mountains basin, a subprovince of the Colorado Plateau physiographic province. The Henry Mountains Basin is an elongate north-south trending doubly plunging syncline in the form of a closed basin (see Figure 7-2). It is surrounded by the Monument Uplift to the southeast, Circle Cliffs Uplift to the southwest, and the San Rafael Swell to the north. The regional and local geology of the Henry Mountains Basin vanadium-uranium deposits has been the subject of intensive research by staff of the U.S. Geological Survey (USGS) as well as other workers, referenced below. The following descriptions follow Northrop and Goldhaber (1990).

    The properties are located to the south of Mt. Hillers (10,723 ft.) and to the northwest of Mount Ellsworth and Mt. Holmes (7,930 ft.). Figures 7-4, 7-5 and 7-6 are a geologic map and stratigraphic section of the project area. Exposed rocks in the project area are Jurassic and Cretaceous in age. Host rocks for the Copper Bench-Indian Bench and Tony M-Southwest uranium-vanadium deposits are Upper Jurassic sandstones of the Salt Wash Member of the Morrison Formation. In addition, a minor portion (i.e., a few percent) of the Tony M uranium mineralization occurs in the uppermost section of the underlying Tidwell Member (PAH, 1985).

    STRUCTURAL GEOLOGY

    The structural geology of the project area reflects a gentle westward dip off the Monument Uplift, toward the axis of the Henry Mountains Basin, except where the strata have been influenced by the adjacent Mount Hillers and Mount Ellsworth intrusive igneous bodies. Figure 7-7 is a structural contour map of the Henry Mountains area. As a result, dips in the vicinity of the Tony M deposit are characterized by a gentle dip from two to five degrees to the west. Dips in the vicinity of the Southwest deposit vary from one to two degrees to the west and northwest. The Copper Bench-Indian Bench deposit dips a few degrees to the west and southwest.

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    FAULTS AND JOINTING

    No faulting was detected during underground development of the Tony M Mine workings. In contrast, minor faulting is reported to be present in the vicinity of the southern part of the Copper Bench–Indian Bench deposit.

    Plateau personnel mapped fractures and joints using aerial photos in the vicinity of the Tony M Mine as well as through underground mapping in the mine. Joint spacing averages about 1.5 ft., but varies significantly from area to area. Observations of joints in outcrop and underground indicate that they are confined to, or are well developed in, sandstone units with little or no development in mudstone or shale units. Both the strike and dip of individual joints remain relatively constant, with normal variations of less than to 5º to 10º.

    The results indicate that the joint pattern in the vicinity of the mine is characterized by vertical to steeply dipping joints with a northwesterly strike. A second northeasterly striking vertical to steeply dipping set is weakly developed, both in terms of the frequency of occurrence, which is less than 10% of total joints, and the degree of continuity. Within the southern part of the Tony M Mine, nearly all joints strike between N30°W and N70ºW and 50% of the joints strike between N45ºW and N55ºW. Within the northern third of the mine, the predominant strike of joints moves clockwise, with most joints striking between N18ºW and N25ºW.

    RPA has no information on jointing in the Southwest deposit. The pattern of joint development in and around the Tony M is similar to the regional pattern in the southern Henry Mountains (Underhill et al., 1983).

    HOST SANDSTONES

    In the southern Henry Basin, including the Henry Mountains Complex Property, the Salt Wash Member ranges from 400 ft. to 510 ft. thick. In the northern part of the Tony M deposit, core hole 91-8-14c intersected 444 ft. of the Salt Wash Member. The lower Salt Wash sandstones are finer grained, while the upper Salt Wash sandstones consist of more coarse grained clastics. The lower Salt Wash is approximately 150 ft. thick in the Property area, thinning and becoming less sandy northward from the project area. Sandstones comprise 80% of the sequence, with siltstones and mudstones making up the remainder. Significant uranium mineralization occurs only in this lower unit. Figure 7-4 shows a representative stratigraphic section from the Property.

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    The Tony M deposit is developed in the lowermost 35 ft. to 40 ft. of the Salt Wash, while mineralization in the Southwest deposit reaches 60 ft. above the Salt Wash Member base. The sand sequence occurring in the Tony M deposit also occurs in the Southwest deposit. Mineralization of the Frank M deposit occurs between 60 ft. and 100 ft. above the base of the Salt Wash Member and is correlative with the Copper Bench–Indian Bench deposit.

    The lower 100 ft. of the Salt Wash Member have been subdivided into an upper and a lower unit, and each of these subunits, in turn, have been subdivided into upper, middle, and lower horizons. The Tony M–Southwest deposit occurs in the lower, middle, and upper mineralized horizons of the lower 40 ft. thick sand unit. Each of the horizons is 10 ft. to 15 ft. thick. The analysis of the mineralization, however, shows that a high percentage of the mineralization occurs within two units designated in this report as the Lower Lower and the Upper Lower units, with the Middle Lower unit included in the Upper Lower unit. The Copper Bench–Indian Bench deposit occurs in the upper, middle, and lower horizons of the Upper unit (i.e., 60 ft. to 100 ft. above the base).

    PETROGRAPHIC DESCRIPTION

    The framework minerals of the Salt Wash host beds for the Tony M deposit are predominantly quartz, (averaging 70% to 79% of the rock) with minor, variable amounts of feldspar (ranging from 1% to 14%, and averaging 4%). Rock fragments average about 7%, but range from 1% to 60%. Accessory minerals form about 2% or less of the rock. The sandstones are classified as modified or impure quartzite, ranging from orthoquartzite to feldspathic orthoquartzite.

    In and near the Tony M Mine, the Salt Wash sandstone is cemented by carbonate and silica and/or clay minerals that average about 17% of the total volume of the samples studied. Calcite is the most common carbonate. In the mineralized zones, the proportionate of clay minerals increases and the amount of carbonate decreases. The carbonate in the mineralized zone is also marked by the presence of dolomite.

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    Organic carbon commonly occurs in the concentration of 0.1 to 0.2 weight percent (wt.%), but ranges up to 1 wt.% or higher in some zones. The predominant type of organic matter is coalified detrital plant debris together with a trace amount (<1%) of unstructured organic matter. This detrital debris occurs as individual elongate fragments a few tens of micrometres to about 5 mm in length. Silicified logs, carbonized organic debris and pyrite are locally abundant in the uranium-vanadium bearing zone.

    Quartz overgrowths in amounts ranging from 1% to 12% are present with the highest concentrations associated directly with the mineralized zone(s).

    MINERALIZATION

    Uranium mineralization in the Henry Mountains Complex property is hosted by favourable sandstone horizons containing detrital organic debris. Mineralization primarily consists of coffinite, with minor uraninite which usually occurs in close association with vanadium mineralization. Mineralization occurs as intergranular disseminations, as well as coatings and/or cement on and between sand grains and organic debris. The stratabound primary mineralization routinely occurs as thin layers related to the stratigraphic units that are present over a wide area of the Tony M–Southwest and Copper Bench–Indian Bench deposits. In the areas including the indicated and inferred resources documented in this report, the concentration of uranium mineralization usually increases in both grade and thickness to form the zones exceeding the grade cut-offs.

    The vanadium:uranium weight ratios in Salt Wash-type deposits range from about 1:1 to 20:1. The deposits are, therefore, technically classified as vanadium deposits with accessory uranium. Because of the relative economic importance of the uranium, less emphasis is placed on the vanadium. Historic production records from the U.S. Atomic Energy Commission for the South Henry Mountains district suggest that the vanadium content of the district is relatively low. The South Henry Mountains district consists of near surface mines at Shootaring Canyon, Delmonte and Woodruff Springs in the vicinity of the Tony M and Frank M deposits. The records for the period 1956–1965 indicate that the V 2 O 5 :U 3 O 8 weight ratio for about 6,900 tons of ore produced in the South Henry Mountains district was about 1.8:1.

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    The Henry Mountains Complex vanadium-uranium deposits consist of two extensive elongate, tabular zones containing a large concentration of mineralization (see Figure 4-2). The Tony M–Southwest deposit extends for a distance of approximately 2.5 miles along a north-south trend and has a maximum width of about 3,000 ft. The larger Copper Bench-Indian Bench deposit extends approximately 3.5 miles along a northwesterly trend to the northeast of the Tony M–Southwest deposit.

    More specifically, the mineralization making up the indicated and inferred resources documented in this report form high grade zones within the two mineralized trends. The Tony M–Southwest deposit occurs within an arcuate zone over a north-south length of about 15,000 ft. and a width ranging from 1,000 ft. to 3,000 ft. (Figures 14-4 through 14-6). The Copper Bench-Indian Bench deposit extends northwesterly over a length of approximately 15,000 ft. and a width of 1,000 ft. to 2,500 ft.

    Mineralization occurs in a series of three individual stratiform layers included within a 30 ft. to 62 ft. thick sandstone interval. Mineralization in the Tony M deposit occurs over three stratigraphic zones of the Salt Wash Member of the Morrison Formation, when a minor zone in the Tidwell is included in the lower zone.

    The Tony M-Southwest deposit occurs in the lowermost 35 ft. to 62 ft. of the Salt Wash Member sandstone. Mineralization within the Upper Lower unit is offset to the east as compared to mineralization in the Lower Lower unit. Mineralization forming the Copper Bench–Indian Bench deposit occurs between 60 ft. and 100 ft. above the base of the Salt Wash Member.

    Mineralization making up the mineral resources of the Tony M-Southwest and the Copper Bench-Indian Bench has average thicknesses of three feet to six feet, depending on assumptions regarding GT cut-off and dilution. Inspection of logs by RPA indicates that the thickness of uranium mineralization in individual drill holes only occasionally exceeds 12 ft.

    URANIUM AND VANADIUM MINERALOGY

    Underground in the Tony M Mine, the main mineralized horizons appear as laterally discontinuous, horizontal bands of dark material separated vertically by lighter zones lacking uranium but enriched in vanadium. On a small scale (inches to feet), the dark material often exhibits lithologic control, following cross-bed laminae or closely associated with, though not concentrated directly within, pockets of detrital organic debris.

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    The uranium-vanadium mineralization in the Henry Mountains Basin area is similar to the mineralization observed elsewhere in other parts of the Colorado Plateau. It occurs as intragranular disseminations within the fluvial sand facies of the Salt Wash Member. It also forms coatings on sand grains and coatings and impregnations of organic associated masses. A significant portion of the uranium occurs in a very fine grained phase whose mineralogy has best defined with the aid of an electron microscope.

    Extensive scanning electron microscope, microprobe, autoradiography, X-ray, and other investigations indicate that coffinite is the dominant primary uranium mineral in the mineralized horizons, with uraninite occurring in only trace amounts. In the higher grade mineralized horizons (U > 0.5%), large masses of coffinite form interstitial cement (Northrop and Goldhaber, 1990).

    Vanadium occurs as montroseite (hydrous vanadium oxide) and vanadium chlorite in primary mineralized zones located below the water table (i.e., the northern portion of the Tony M deposit). Montroseite is the only vanadium oxide mineral identified in this interval. An unusual vanadium-bearing chlorite or an interlayered vanadium-bearing chlorite-smectite is the only authigenic clay mineral(s) recognized. The grain size and sorting characteristics of detrital quartz grains vary within the host rocks; cross-bed lamainae with coarser grains and better sorting are invariably more highly mineralized (Wanty et al., 1990).

    Above the water table to the south, vanadium chlorite is absent, while montroseite and a suite of secondary uranium-vanadium minerals are present. These include tyuyamunite, metatyuyamunite, rauvite, and carnotite all of which have been identified in samples from the southern part of the Tony M deposit. Carnotite is a secondary hydrous potassium-vanadium-uranium mineral, while the other three are similar minerals with calcium replacing potassium. The later minerals occur above the water table in the zone that has been subjected to near surface secondary oxidation. About 40% of the southern portion of the Tony M deposit is located in this zone, with the remainder, together with the Southwest deposit, located in the reduced zone below the water table.

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    Other ore-stage minerals identified in the USGS study include pyrite (0% to 3.3%), quartz overgrowths (0% to 17%), dolomite and calcite (Wanty et al., 1990). The quartz overgrowths are often visible to the naked eye within the Tony M Mine. While dolomite is associated with the mineralized zones, the abundance of calcite decreases in highly mineralized zones. This is thought to occur because calcite postdates the deposition of vanadium bearing chlorite and other ore-stage minerals that preferentially plug the pores of the mineralized zone.

    No significant differences between cores, or within cores, have been identified for the sandstone framework mineralogy. Significant mineralogic differences, however, exist in the authigenic pore-filling material; these vary in abundance and type vertically within cores, in association with mineralized intervals (Northrop and Goldhaber, 1990).

    The age of the deposit is 115 million years, indicating that the mineralization formed shortly after deposition of the Brush Basin Member of the Morrison Formation (Ludwig, 1986, in Wanty et al., 1990).

    CHEMICAL ANALYSIS OF MINERALIZED SAMPLES FROM THE PROPERTY

    Atlas conducted a metallurgical testing program on a series of composites prepared from core samples from Exxon drilling (Rajala, 1983). The results of this program are discussed in Section 13 Mineral Processing and Metallurgical Testing of this report. The drill core was from the Indian Bench, Southwest, and Copper Bench deposits (this work does not include results from the 40-hole core drilling program conducted by Atlas from July 1983 to March 1984).

    Samples from each deposit were combined to give representative composites. Each composite consisted of 0.5 ft. drill core intervals combined in such a manner as to give a composite head analysis exceeding 0.2% U 3 O 8 . The Southwest, Copper Bench and Indian Bench composite samples contained, respectively, 104 core intervals from 16 drill holes core intervals, 90 core intervals from seven drill holes, and 45 core intervals from four drill holes. The results of the analyses for uranium, vanadium, and calcium carbonate are compared with the values calculated based on the weighted value of each of the individual core samples included in the composite. Results of the analysis are given in Table 7-1.

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    TABLE 7-1 COMPARISON OF COMPOSITE HEAD
    ANALYSES WITH CALCULATED HEAD ANALYSES
    Energy Fuels Inc. – Henry Mountains Complex Property

    Composite % U 3 O 8 % V 2 O 5 V 2 O 5 /U 3 O 8 % CaCO 3
    Area        
    Southwest 0.348 0.59 1.70 5.4
    Southwest* 0.385 0.63 1.64 6.3
    Copper Bench 0.252 0.28 1.11 7.8
    Copper Bench* 0.253 0.32 1.26 9.5
    Indian Bench 0.391 0.74 1.89 11.3
    Indian Bench* 0.388 0.75 1.93 10.9

    * Calculated Head Analyses Based on Sample Weighting

    Table 7-2 shows the concentration of several minor elements occurring in the composites.

    TABLE 7-2 PRESENCE OF VARIOUS ELEMENTS IN COMPOSITE
    SAMPLES OF THE TONY M AND SOUTHWEST DEPOSITS
    Energy Fuels Inc. – Henry Mountains Complex Property

    Composite Area % Cu % Zn % Pb % Mo % Zr % As Ag* Au*
    Southwest (%) 0.004 0.005 0.003 0.02 0.08 0.23 0.01 nil
    Copper Bench (%) 0.004 0.005 0.002 0.02 0.07 0.21 0.02 Nil
    Indian Bench (%) 0.003 0.008 0.003 0.04 0.05 0.23 0.02 nil
    Tony M (ppm)** 72 210 130 150 n.a. 132 n.a. n.a
    Tony M (ppm)*** 20 300 500 30 100 n.d. n.d. n.d.

    * Units are oz/ton
    ** 300 to 400 pound sample collected by Jim Crock, USGS, from 145E/1015N + 14 ft. on south rib of Tony M Mine and analyzed in USGS Laboratory using ICAP-AES
    *** Sample collected by F. Peterson, U.S. Geological Survey from the same site in Tony M Mine and analyzed in USGS Laboratory using alternative semi-quantitative methods.
    n.d.: Not detected.

    The results provide confirmation of the chemical parameters of the Tony M-Southwest and Copper Bench-Indian Bench deposits.

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    The average concentration of CaCO 3 is a consideration for processing cost and ranges from 5.4% to 11.1% in the Copper Bench, Indian Bench, and Southwest deposits. In its evaluation of mineral zones from 39 core holes from the Copper Bench, Indian Bench, and Southwest deposits, EFNI found that the carbonate content of the composites averaged 9.2% CaCO 3 at the 0.80 ft.% GT cut-off (EFNI, 1991). Table 7-4 indicates the presence of elevated concentrations of molybdenum and arsenic.

    Plateau analyzed composite samples from monthly production from the Tony M Mine over the period November 1982 to April 1983 and found that the 31,996 tons of ore had an average CaCO 3 content of 6.22%, with an average U 3 O 8 grade of 0.159% . Much of the production for the period came from the south part of Block B, while the balance was produced from Blocks E, F and S.

    Plateau also analyzed 13 uranium bearing zones from 10 core holes distributed over the Tony M deposit and found the CaCO 3 content ranges from 2.8% to a high of 18.5%; however, with the exception of a second high value of 17.4%, all of the other zones contain 7.6% CaCO 3 or less. If the two high values are excluded, the average CaCO 3 content decreases to 5.2% . The high carbonate zones are associated either with the relatively carbonate rich zone which lies within a few feet above the Tidwell contact, or with relatively thin (e.g., 0.5 ft. to 2 ft.) carbonate rich zones which occur higher up in the Salt Wash sandstones (Underhill, 1983).

    RPA agrees with the observation by Northrop and Goldhaber (1990) that the character of the mineralized zones which contain significant concentrations of vanadium chlorite and other pore filling minerals effectively blocked the deposition of large amounts of carbonate and therefore the mineralized zones usually have a carbonate content that is less than the non-mineralized Salt Wash sandstone.

    Geochemical analyses are available for both mineralized and unmineralized intervals of the sandstone, for minor element constituents in the Tony M and Frank M deposits and adjacent areas (Northrop and Goldhaber, 1990). The only major increase observed is for vanadium for which the average concentration increased from 13 ppm to 3,004 ppm (results for uranium were not given). The other minor elements (Cr, Co, Cu, and Ni) increased from three to almost twelve times over the values for unmineralized sandstone, which range from 4 ppm to 8 ppm.

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    Molybdenum concentrations above detection levels were found to occur only close to mineralized horizons, and generally each mineralized horizon has an associated zone of molybdenum enrichment. Vanadium and chromium enrichment in the mineralized intervals occurs over a thicker interval than uranium and/or molybdenum.

    RPA agrees that sample results indicate that the CaCO 3 content in the Tony M deposit is in the range of 6.2% to 7.3%, while the average in the Southwest deposit is in the range from 5.4% to 9.2% . The results for the Southwest deposit suggest that the CaCO 3 content increases with GT cut-off.

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    8 DEPOSIT TYPES

    Sandstone-type uranium deposits typically occur in fine to coarse grained sediments deposited in a continental fluvial environment. The uranium is either derived from a weathered rock containing anomalously high concentrations of uranium or leached from the sandstone itself or an adjacent stratigraphic unit. It is then transported in oxygenated water until it is precipitated from solution under reducing conditions at an oxidation-reduction front. The reducing conditions may be caused by such reducing agents in the sandstone as carbonaceous material, sulphides, hydrocarbons, hydrogen sulphide, or brines.

    There are three major types of sandstone hosted uranium deposits: tabular vanadium-uranium Salt Wash type of the Colorado Plateau, uraniferous humate deposits of the Grants, New Mexico area, and the roll-type deposits of Wyoming. The differences between the Salt Wash deposits and other sandstone type uranium deposits are significant. Some of the distinctive differences are as follows:

    The vanadium content of the Henry Mountains Basin deposits is relatively low compared to many Uravan deposits. Furthermore, the Henry Mountains Basin deposits occur in broad alluvial sand accumulations, rather than in major sandstone channels as is typical of the Uravan deposits of Colorado. The Henry Mountains Basin deposits do, however, have the characteristic geochemistry of the Uravan deposits and are therefore classified as Salt Wash type deposits.

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    Extensive research by Northrop and Goldhaber (1990) and associates shows that the Henry Mountains Basin deposits were formed at the interface of an underlying brine with overlying oxygenated flowing waters carrying uranium and vanadium in solution. Reduction and deposition of the mineralization were enhanced where the interface occurred within sandstones containing carbonaceous debris. The multiple mineralized horizons developed at favourable intervals as the brine surface migrated upwards. Geochemical studies indicate the uranium and vanadium were leached either from the Salt Wash sandstone or the overlying Brushy Basin Member.

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    9 EXPLORATION

    Surface drilling using rotary tricone technology, together with radiometric gamma logging, was the primary exploration method used to discover and delineate uranium on the Henry Mountains Complex Property.

    During development of the Tony M Mine, Plateau also conducted an intensive Mine Geology program to collect detailed information on the occurrence of uranium, including its thickness, grade, and lateral extent. This was done through geological mapping, together with face and rib scanning, with handheld radiometric scanners, as well as gamma probing of short up and down holes extending to about eight feet. Probing was also done using long-hole drilling to test target zones up to about 150 ft. from mine openings. The results of this program are recorded on systematic set of cross-sections through the Tony M Mine developed at a scale of 10 ft. to the inch.

    Denison, and its predecessor IUC, carried out no physical work on the properties, with the exception of review of available data and critical evaluation, until the end of 2005, when certain activities including underground reconnaissance and permitting were initiated. A Notice of Intent to Conduct Exploration E/017/044 was issued by the Utah Division of Oil, Gas and Mining, Department of Natural Resources on December 2, 2005. In addition, IUC filed a Notice of Intent to Conduct Mineral Exploration with the U.S. Bureau of Land Management, UTU-80017 on March 6, 2006. A notice of exploration activities was sent to the Utah State Institutional and Trust Land Administration, the owner of Section 16, on September 7, 2005.

    With receipt of all permits in September 2007, Denison commenced work underground in the Tony M Mine as is described in Section 6 History. This work includes a long-hole drilling program to discover and delineate mineralization within about 100 ft. of underground workings.

    Energy Fuels has carried out no work on the Property.

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    10 DRILLING

    ROTARY DRILLING

    Most of the drilling done on the Southwest, Copper Bench and Indian Bench deposits on the Bullfrog claims was conducted by rotary drilling using a tricone bit with a nominal diameter of 5.1 inches.

    The Southwest and Copper Bench deposits are delineated by drilling on approximately 100 ft. centres. The Indian Bench deposit is delineated by drilling on approximately 200 ft. centres. In some areas, the rugged terrain made access difficult, resulting in an irregular drill pattern.

    Exxon commenced drilling on the Bullfrog property in 1977. Before it sold the property to Atlas in July 1982, Exxon had drilled 1,782 holes. From July 1982 to July 1983, Atlas completed 112 drill holes delineating the Southwest and Copper Bench deposits on approximately 100 ft. centres. After July 1983, Atlas completed an additional 49 core hole drilling program throughout the Bullfrog property, as well as a 133 rotary drill hole program to delineate the Indian Bench deposit on approximately 200 ft. centres.

    A total of 2,232 drill holes were completed on the Bullfrog property (Schafer, 1991):

      Exxon 1,782 holes (80%)
      Atlas 450 holes (20%)
      Total 2,232 holes (100%)

    In February 1977, drilling commenced in what was to become the Tony M deposit. Subsequently, Plateau drilled more than 2,000 rotary drill holes totalling about 1,000,000 ft. Over 1,200 holes were drilled in the Tony M area and about 700 holes were completed on the adjacent Frank M trend, which is not located on the Energy Fuels Henry Mountains Complex Property. The balance of the drilling was done in the adjacent properties. The holes were drilled using rotary tricone technology with a nominal hole diameter of 5.1 inches. The rugged terrain over much of the Tony M deposit made drilling access difficult or impossible, resulting in an irregular drill pattern.

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    The mineralization on the Property is approximately horizontal, and all of the drilling was vertical. Deviation surveys were conducted on most drill holes in the Southwest deposit, providing an indication of how far the holes have drifted from vertical. The vertical holes provide a reliable estimate of the thickness of the deposits.

    RPA inspected the gamma logs for the Tony M-Southwest and Copper Bench-Indian Bench drilling. RPA notes that logging records indicate that, for example, some of the holes on the Bullfrog claims were drilled by Energy Drilling Co., McPherson Drilling Co., Pomco Drilling Co., and Southwest Drilling Co., whereas some of the holes on the Tony M property were drilled by Kachina Drilling Co., Beeman Drilling Co., and Petty Drilling Co.

    CORE DRILLING

    Records indicate that a total of 81 core holes were drilled in the Southwest, Copper Bench, and Indian Bench deposits, while 25 core holes were drilled in the vicinity of the Tony M deposit (Table 10-1).

    TABLE 10-1 CORE DRILLING ON THE TONY M AND
    SOUTHWEST DEPOSITS
    Energy Fuels Inc. – Henry Mountains Complex Property

    Deposit Exxon-Atlas Plateau NFS/BP Total
          Exploration  
    Southwest 32     32
    Copper Bench 42     42
    Indian Bench 7     7
    Tony M   24   24
    Tony M     1 1
    Total 81 24 1 106

    Drilling on the Tony M area includes 24 core holes completed by Plateau and one core hole completed by NFS/BP Exploration Inc. Of the 25 holes, only 11 are located within the mineralized area comprising the Tony M deposit. The core holes provided samples of the mineralized zone for chemical and amenability testing, as well as flow sheet design for the Ticaboo uranium processing facility (or mill). The samples were also used to determine geologic and engineering properties of the mineralized zone.

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    RPA did not have access to core for the Tony M deposit.

    Energy Fuels, Denison, and predecessor IUC carried out no surface drilling on the properties.

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    11 SAMPLE PREPARATION, ANALYSES AND SECURITY

    SAMPLING METHOD AND APPROACH

    The original downhole gamma logging of surface holes was done on the Bullfrog property by Century Geophysical Corp. (Century) and Professional Logging Services, Inc. (PLS) under contract to Exxon. Atlas also contracted Century for this service. Standard logging suites included radiometric gamma, resistivity and self-potential measurements, supplemented by neutron-neutron surveys for dry holes. Deviation surveys were conducted for most of the holes. Century used its CompuLog system consisting of truck-mounted radiometric logging equipment, including a digital computer. The natural gamma (counts per second, or cps), self potential (millivolts), and resistance (ohms) were recorded at 1/10th foot increments on magnetic tape and then processed by computer to graphically reproducible form. The data were transferred from the tape to computer for use in resource estimation.

    Assays of samples from core drilling were collected by company geologists and submitted to various commercial labs for analysis. Exxon used Core Labs, Albuquerque, for at least some of this analytical work. Results of these analyses were compared to eU 3 O 8 values from gamma logs to evaluate radiometric equilibrium, logging tool performance, and validity of gamma logging.

    Atlas (Rajala, 1983) prepared composite samples from core recovered by Exxon for the Southwest, Copper Bench and Indian Bench deposits for metallurgical testing. The chemical analyses of the samples are described in Section 7 Geological Setting and Mineralization under subsection Chemical Analyses of Mineralized Samples from the Property. The results of the test program are given in the Rajala report and are discussed in Section 13 Mineral Processing and Metallurgical Testing. Testing done includes leach amenability studies, settling, and filtration tests. The report does not indicate where the analytical and test work was performed, however, at the date of the report, Atlas had its own laboratories at its Moab, Utah, uranium/vanadium processing plant, and RPA is of the opinion that the analyses were conducted there.

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    For the Tony M deposit, the same suite of logging surveys and procedures as employed by Exxon and Atlas was conducted on a majority of the holes. Most of the holes were logged by Century under contract to Plateau. Plateau also used PLS to log a small portion of the holes drilled in the mid-1980s. Deviation surveys were conducted for many of the holes. Holes drilled in about the southern half of the Tony M deposit intersect rocks that are above the water table and were therefore dry. Neither self potential nor resistance logs are available for these holes. Neutron-neutron logging was conducted in some holes in this area providing information on rock characteristics. Assays of samples from core drilling were collected by company geologists and submitted for analysis to Skyline Labs, Hazen Research Inc. (Hazen), and Minerals Assay Laboratory, as well as other commercial labs.

    The initial logging by Century was completed using Analog equipment. In 1978 Century’s Compulog digital system replaced the Analog equipment. At the time Plateau conducted a series of comparative tests logging selected core holes with both types of equipment as described in LaPoint (1978). The results were discussed with Jim Hallenberg, Century, and analyzed to assure that the Compulog system provided equivalent or higher quality logs than the Analog system.

    It was concluded that the Compulog system may provide a more accurate determination of uranium in the relatively thin, high grade mineralized zones occurring in the Tony M deposit. The Compulog results were found to be consistently 10% to 20% less than equivalent Analog logs, however, the results were found to agree more closely with the results of chemical analyses of core from the logged holes.

    Plateau contracted Hazen for metallurgical and analytical testing of samples from the Tony M deposit. This information was used to design the processing circuit for the Ticaboo Uranium Processing Facility, which was constructed about four miles south of the portal of the Tony M Mine. The results of this analytical work were not available to RPA.

    No drilling, logging, or core sampling was conducted by Energy Fuels or Denison and its predecessor IUC.

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    Resource estimates for the Tony M–Southwest and Copper Bench-Indian Bench are based on the eU 3 O 8 % gamma log conversion values used to identify the mineralized zone, its thickness, and calculate an average grade. The procedures implemented to identify the minimum grade and cut-off GT product for resource estimation are described in Section 14, Mineral Resource and Mineral Reserve Estimates.

    No adjustment to reflect radiometric disequilibrium in the deposit was made. The gamma log values were used to identify the mineralized zone and its thickness, and to calculate average grade.

    Confirmation assays of chemical U 3 O 8 % were completed on drill core samples for comparison and calibration with eU 3 O 8 % values from gamma logging. As outlined in LaPoint (1978), Plateau had developed written procedures for the analysis of core to define such factors as carbonate content, and gamma probe versus chemical uranium content. LaPoint (1978) includes a Flow Chart of procedures and describes handling and description of core before splitting, splitting procedure, assaying, evaluation of results, follow-up including duplicate check analyses, minor element analyses, and final storage of the core.

    As discussed below, Plateau conducted a systematic program of analysis at independent commercial laboratories to confirm the reliability of results from its own analytical laboratory. Bhatt (1983) reports that for 2,354 analyses of radiometric and chemical uranium performed by Plateau laboratory, 1,118 check analyses were performed on samples at independent commercial labs.

    RPA is of the opinion that work on both the Tony M-Southwest and Copper Bench-Indian Bench deposits was conducted using industry practice that was standard at the time.

    STATUS OF CHEMICAL EQUILIBRIUM OF URANIUM

    SOUTHWEST DEPOSIT

    Exxon conducted analyses of samples from core drilling in the Southwest and Copper Bench deposits, using results from Core Labs (Summary of Chemical Data from Cores, 1978-1980, provided by Denison). Exxon found that the radioactive disequilibrium of potentially economic grade intercepts in cores, measured as the ratio of chemical U 3 O 8 to log radiometric equivalent (eU 3 O 8 ), varied from 0.80 to 1.35 and averaged 1.06, close to the equilibrium value of 1.0. Milne (1990) reported that, while the investigation by Atlas of samples from core from an additional 40 drill holes was incomplete at the time, Atlas had identified no significant disequilibrium problem.

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    RPA did not have access to the results of the Atlas study referenced by Milne (1990).

    TONY M DEPOSIT

    Plateau conducted an extensive investigation of the state of chemical disequilibrium of uranium in the Tony M deposit. Plateau became aware of this issue during initial development of the Tony M Mine, as the uranium mineralization first encountered in developing the southern portion of the Tony M deposit is located above the water table. The mineralization is oxidized and the state of disequilibrium is both quite variable and locally unfavourable. Much of the muck mined was low grade. At the time, the uranium market price was increasing and moving towards its 1980 peak of over $43 per pound U 3 O 8 and the mine cut-off grade was 0.04% eU 3 O 8 .

    For several months during this period, Plateau leased a spectrometer from Princton Gamm-Tech (PGT) that measured the concentration of uranium by detecting Protactinium, the first decay product of 238 U, thus eliminating the uncertainty of disequilibrium. The PGT spectrometer, together with a nitrogen cooled Germanium crystal, was installed at the portal of the Tony M Mine where it was used to scan and determine the uranium content of every buggy of muck coming from the mine. Use of the PGT unit was discontinued as Plateau developed alternative methods of grade control through sampling and chemical analysis.

    The most comprehensive analysis of disequilibrium of uranium in the Tony M deposit was completed by Bhatt (1983) using the results from 2,354 composite samples collected from buggies coming from the Tony M Mine over the period 1980 to 1982. Based on sampling records, Bhatt divided the analytical results according to various areas of origin in the mine. This provided the basis to estimate the relative state of disequilibrium for uranium in different areas of the deposit. A summary of Bhatt’s results is given in Table 11-1.

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    Bhatt reports that the analyses of closed can uranium and chemical uranium were performed at the Plateau laboratory at the Ticaboo Mill. Bhatt also reports that many independent check analyses were sent to commercial labs as a Quality Assurance practice.

    TABLE 11-1 TONY M MINE – AVERAGE (ARITHMETIC MEAN)
    Energy Fuels Inc. – Henry Mountains Complex Property

       Grade and Factor Analyses (All data)  
    Mine Block Average Average Average Disequilib- Total
    (Plateau Probe: closed can chemical rium ratio: number of
    Mine Blocks) eU 3 O 8 % radiometric e U 3 O 8 Chem/CC composite
        U 3 O 8 % (Chem) (DR) samples:
        (CC)     1980-1982*
    B 0.104 0.117 0.114 0.98 426
    S 0.090 0.116 0.129 1.11 323
    E 0.086 0.103 0.113 1.09 504
    F 0.113 0.133 0.141 1.06 262
    L 0.080 0.097 0.109 1.13 114
    Q 0.094 0.105 0.064 0.61 21
    H 0.044 0.055 0.072 1.31 60
    I 0.035 0.041 0.048 1.17 53
    Mine Average 0.092 0.109 0.116 1.06 1,763
    Protore** 0.047 0.065 0.058 0.89 265

    From Bhatt, 1983
    *The Tony M Mine production for 1980-1982 was 189,332 tons at an average grade of 0.096% eU 3 O 8 and 0.119% chem U 3 O 8 .
    ** Protore designates muck with a grade >0.04% eU 3 O 8 and <0.06% eU 3 O 8 .

    Based on the analysis, Bhatt concluded: 1) the state of disequilibrium varies from location to location within the deposit; 2) with the exception of one small area in the southern part of the deposit, the equilibrium factor is positive; 3) low grade material with less than 0.06% U 3 O 8 is depleted in uranium; and 4) higher grade material containing more than 0.06% U 3 O 8 is enriched in uranium.

    Bhatt also concluded that the overall weighted equilibrium factor of chemical to radiometric uranium grade (at a grade x thickness cut-off of 0.28 ft.%) for the Tony M deposit is about 1.06. The disequilibrium factor for Tony M is similar to the factor of 1.06 determined by Exxon for the Southwest and Copper Bench Deposits of the Bullfrog property.

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    RPA is of the opinion that, based on the information available, the original gamma log data and subsequent conversion to eU 3 O 8 % values are reliable but slightly conservative estimates of the uranium U 3 O 8 grade. Furthermore, there is no evidence that radiometric disequilibrium would be expected to negatively affect the uranium resource estimates of the Tony M-Southwest and Copper Bench-Indian Bench deposits. RPA is also of the opinion that the disequilibrium should be taken into consideration when mining is conducted in the Tony M Mine in areas that are above the static water table.

    SAMPLE PREPARATION

    Following is a description of the method used for preparing the composites as reported by Rajala (1983). Each of the composites consisted of 0.5 ft. drill core intervals combined in such a manner as to give a composite head analysis exceeding 0.2% U 3 O 8 . Only one half of the full core was available for composite preparation. The Indian Bench, Southwest, and Copper Bench composite samples contained 45, 104, and 90 core intervals, respectively. When possible, the composites were prepared using equal weights from each interval but, since the sample weight were small (e.g., approximately 50 g) for some of the intervals, the total weight of the composites were limited. Each minus 10 mesh interval was blended on a rolling mat prior to splitting out the appropriate weight for the composite.

    The composites were stored in cylindrical containers and then placed on a set of rolls for at least eight hours to achieve complete blending of the intervals. The blended samples were placed on a rolling mat and flattened with a spatula. A head sample, along with 500 g test samples, was split out by random cuts of the primary samples. The head samples were pulverized to minus 100 mesh for chemical analysis.

    Every interval was analyzed for U 3 O 8 , V 2 O 5 , and CaCO 3 . The initial U 3 O 8 analyses were performed fluorometrically, with samples greater than 0.02% U 3 O 8 being rerun volumetrically. The Atlas Fluorometric Lab also performed the initial V 2 O 5 analyses and the Atlas Ore Lots Lab repeated V 2 O 5 assays on samples that assayed greater than 0.2% V 2 O 5 . Most CaCO 3 analyses were run only once in the Ore Lots Lab.

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    Composite samples were analyzed volumetrically for both U 3 O 8 and V 2 O 5 . Table 7-1 in presents a comparison of the composite head analyses with the calculated head analyses.

    Procedures followed by Exxon, Atlas, and Plateau, together with their contractors Century and PLS, were well documented and at the time followed best practices and standards of companies participating in uranium exploration and development. Onsite collection of the downhole gamma data and onsite data conversion limit the possibility of sample contamination or tampering.

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    12 DATA VERIFICATION

    In preparing this report, RPA conducted audits of historic records to assure that the grade, thickness, elevation and location of uranium mineralization used in preparing the current uranium resource estimate correspond to mineralization indicated by the original gamma logs of drill holes on the Henry Mountains Complex Property. RPA reviewed the available information to verify the reliability of the eU 3 O 8 grade as determined by downhole gamma logging.

    RPA also conducted a review of Plateau’s historic production records for the Tony M Mine to determine how many tons of uranium bearing material, and at what average grade, were produced from the mine.

    Based on its review of the grade and thickness of uranium mineralization indicated in the original gamma logs for the Tony M-Southwest and Copper Bench-Indian Bench deposits and comparisons with the computer generated GT composites, RPA is of the opinion that the original gamma log data and subsequent conversion to eU 3 O 8 values are reliable for both deposits.

    Exxon and Plateau both conducted programs to investigate the state of chemical equilibrium of uranium in their respective deposits, and to verify the reliability of the eU 3 O 8 grade as determined by downhole gamma logging. This was done by comparing the results of chemical analysis of drill core, closed can radiometric analysis of the core samples, and downhole gamma logs for the core intervals in question. Plateau also conducted a much more extensive sampling program from 189,332 tons of mine production, equal to about 80% of total mine production, of mineralized material extracted from the Tony M Mine. Analyses of these samples were used to establish the relationship between chemical and radiometric uranium grade within most areas of the deposit (Bhatt, 1983).

    While RPA reviewed the detailed results of this verification program as described in Bhatt’s 1983 report, RPA did not have access to the original analyses for this investigation.

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    The results of both the core analysis program for the Southwest deposit and Plateau’s mine production sampling program indicate that while the state of chemical equilibrium does vary from zone to zone in the deposits, taken overall, the gamma log estimates of grade are slightly conservative and underestimated. Atlas reportedly conducted a program of analysis of core samples, with similar results. RPA did not have access to any of the data from Atlas’s investigation.

    Furthermore, RPA reviewed the chemical analyses of core from diamond drill holes from the Southwest deposit (discussed in Section 11, Sample Preparation, Analysis and Security)) and the results of the Tony M Mine muck sampling program. Based on this review, RPA is of the opinion that the gamma logging estimates of grade for both the Tony M-Southwest and Copper Bench-Indian Bench deposits are slightly conservative and underestimate the average U 3 O 8 grade by up to 6%, as well as some portions of the southern Tony M deposit by as much as 6% to 31%, and it may overestimate one area in the southeast Tony M deposit by about 40%. RPA also agrees with Bhatt who concluded that mineralized material with a grade of <0.06% U 3 O 8 has a chemical uranium content that is lower than the radiometric uranium content and is in a negative state of disequilibrium.

    RPA did not verify any chemical analyses for the Southwest, Copper Bench or Indian Bench deposits because no core samples were available.

    After Tony M Mine production was terminated in mid-1984, Plateau reported that the Tony M ore stockpile consisted of 237,441 tons at an average chemical grade of 0.121% U 3 O 8 (PAH, 1985). In addition, by January 31, 1984, Plateau had a surveyed low grade stockpile of 71,600 tons at an average grade of 0.054% U 3 O 8 which the company classified as protore. Plateau defined protore as material with an average chemical uranium grade >0.04% U 3 O 8 and <0.06% U 3 O 8 .

    In making its review, RPA found that Plateau’s historic records of extraction of mineralized material from the Tony M Mine may appear to be contradictory. In RPA’s opinion, however, the historic production records provide a reliable estimate of mine production when they are placed in context with the then current spot market price of uranium, Plateau’s understanding of the change in chemical disequilibrium of mineralized material with grade, and the revision to a higher cut-off grade from 0.04% U 3 O 8 to 0.06% U 3 O 8 by Plateau in August 1981.

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    No information was available to RPA identifying the current location(s) of the stockpiled material produced from the Tony M Mine.

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    13 MINERAL PROCESSING AND METALLURGICAL TESTING

    Drill core from the Bullfrog deposits was tested by Atlas in 1983 to determine metallurgical parameters (Rajala, 1983). Amenability results for a strong acid leach indicated overall recoveries of 99% U 3 O 8 and 90% V 2 O 5 . Additional testing of a mild acid leach and an alkaline leach gave recoveries of 97% U 3 O 8 and 40% V 2 O 5 for both. Acid consumption for the strong acid leach was 350 pounds per ton.

    In 1982, the Shootaring Canyon mill processed some 27,000 tons of mineralized material from the Tony M Mine, but details are not available to RPA. A USNRC report lists a recovery of 90% for the milling operation.

    From November 2007 to December 2008, a total of 162,384 tons at 0.131% eU 3 O 8 containing 429,112 pounds U 3 O 8 were trucked to the White Mesa Mill at Blanding, Utah, for processing. Of this material, 90,025 tons at 0.165% eU 3 O 8 (297,465 pounds) were extracted by Denison from the Tony M Mine and 72,359 tons at 0.091% eU 3 O 8 (131,647 pounds) came from stockpiled material mined by previous operators. The White Mesa Mill is described in Section 17 Recovery Methods.

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    14 MINERAL RESOURCE ESTIMATE

    GENERAL STATEMENT

    Mineral Resources of the Tony M-Southwest deposit were estimated by Denison using the contour method and were audited by Scott Wilson RPA in the 2009 Technical Report (Underhill and Roscoe, 2009). Mineral Resources of the Copper Bench-Indian Bench deposit were estimated by EFNI in 1993 using the polygonal block method and audited by Scott Wilson RPA in the 2006 Technical Report (Pool, 2006). Energy Fuels has reviewed these estimates which now form part of its Mineral Resource portfolio.

    Table 14-1 lists the Mineral Resources classified as Indicated and Inferred categories at a cut-off grade of 0.10% eU 3 O 8 over a minimum thickness of 2 ft. and minimum GT (grade times thickness product) of 0.2 ft.% eU 3 O 8 for the Tony M-Southwest deposit and a cut-off grade of 0.20% eU 3 O 8 over a minimum thickness of 4 ft. and minimum GT (grade times thickness product) of 0.8 ft.% eU 3 O 8 for the Copper Bench-Indian Bench deposit. Total Indicated Resources are 2.41 million tons at an average grade of 0.27% eU 3 O 8 containing 12.80 million pounds eU 3 O 8 . Additional Inferred Resources total 1.61 million tons at an average grade of 0.25% eU 3 O 8 containing 8.08 million pounds eU 3 O 8 .

    The following sections describe the Mineral Resource estimates for the Tony M-Southwest deposit and the Copper Bench-Indian Bench deposit.

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    TABLE 14-1 MINERAL RESOURCE ESTIMATE OF THE HENRY
    MOUNTAINS COMPLEX URANIUM DEPOSITS, DECEMBER 31, 2011
    Energy Fuels Inc. – Henry Mountains Complex Property

        Grade eU 3 O 8 Contained eU 3 O 8
    Category Million Tons (%) (Million Pounds)
    Indicated – Tony M 1.03 0.24 4.83
    Indicated - Southwest 0.66 0.25 3.30
    Indicated – Copper Bench 0.50 0.29 2.93
    Indicated – Indian Bench 0.22 0.40 1.74
    Total Indicated Resource 2.41 0.27 12.80
    Inferred – Tony M 0.65 0.17 2.17
    Inferred - Southwest 0.21 0.14 0.58
    Inferred – Copper Bench 0.50 0.32 3.24
    Inferred – Indian Bench 0.25 0.42 2.09
    Total Inferred Resource 1.61 0.25 8.08
     

    Notes:

      1.

    Mineral Resources were classified in accordance with CIM Definition Standards.

      2.

    Cut-off grade is 0.10% eU 3O8 over a minimum thickness of 2 ft. for the Tony M-Southwest deposit

      3.

    Cut-off grade is 0.20% eU 3O8 over a minimum thickness of 4 ft. for the Copper Bench-Indian Bench deposit

      4.

    Mineral Resources have not been demonstrated to be economically viable.

      5.

    All mine production by Plateau and Denison has been deducted.

      6.

    Some totals may not add due to rounding.

    TONY M-SOUTHWEST DEPOSIT

    RESOURCE ESTIMATION DATABASE

    The basis for resource estimation of the Tony M part of the Tony M-Southwest deposit was the gamma logs from 1,082 rotary drill holes located on the properties comprising the Tony M deposit (Table 17-2). A total of 24 core holes were drilled to recover samples for chemical and geologic analysis and to establish stratigraphic relationships.

    The basis for resource estimation on the Southwest part of the Tony M-Southwest deposit was the gamma logs from 589 rotary drill holes located on the properties comprising the Southwest deposit (Table 14-2). A total of 32 core holes were drilled to recover samples for chemical and geologic analysis and to establish stratigraphic relationships.

    All of the drilling and analyses were conducted by past owners of the Tony M and Bullfrog properties prior to their acquisition by Denison and Energy Fuels. Denison had logs from all of the historical drilling, as well as the results of chemical and geologic radiometric analyses. Denison used the probe radiometric assays at 0.5 ft. intervals as the basis of the resource estimate. This information was made available to RPA. None of the original core or samples were available to RPA.

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    The Southwest part of the deposit was drilled on a grid of 100 ft. by 100 ft., except in areas where rough terrain did not allow surface access. The Tony M part of the deposit was drilled on an approximate 100 ft. by 100 ft. grid, however, terrain over much of the Tony M is more rugged than over the Southwest area and this prevented development of a regular drilling grid.

    TABLE 14-2 2009 INDICATED RESOURCE AND HISTORIC DRILLING
    DATA SUPPORT

    Energy Fuels Inc. – Henry Mountains Complex Property

    Deposit No. of Rotary + No. of Core Drill Hole Fence Drill Hole Spacing
      Core Drill Holes Drill Holes Spacing* Along Fence*
    Southwest 589 32 100 ft 100 ft
    Tony M 1,082 25 100 ft 100 ft plus
    Total 1,671 57    

    * Drill hole spacing in some areas was irregular and drilling was more widely spaced where rugged terrain did not allow access.

    The depth below the surface to the base of the mineralization ranges from about 475 ft. in the Tony M area to nearly 825 ft. in the Southwest area. Mineralization in both the Tony M and the Southwest parts of the deposit, however, are located over a relatively narrow range of elevations above sea level. The average base elevation ranges from about 4,320 ft. in the Southwest part to about 4,380 ft. in the Tony M part.

    CUT-OFF PARAMETERS

    Denison established minimum grade, thickness, and GT parameters based on conventional Colorado Plateau mining practices and recent operating costs at the Tony M Mine.

    As an initial step for compositing of the drill hole assays, minimum grades of 0.10%, 0.08%, 0.05%, and 0.03% eU 3 O 8 were used over a minimum thickness of 2 ft., with a 2 ft. minimum for exclusion of waste intervals. This resulted in minimum GT values of 0.20 ft.%, 0.16 ft.%, 0.10 ft.% and 0.06 ft.%. The 2 ft. thicknesses were based on the mining technique of split shooting, which is commonly used in the Uravan district.

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    For inclusion of blocks in the mineral resource estimate, Denison used a cut-off grade of 0.10% eU 3 O 8 . This can be supported as an incremental cut-off grade using assumed operating costs in the order of $200 per ton, assumed U 3 O 8 price of $60 per pound, and process recovery of 90%. This gives a breakeven grade of 0.19% U 3 O 8 . Assuming that variable costs are approximately 60% of total operating costs, this gives an incremental cut-off grade of 0.11% U 3 O 8 which is rounded to 0.10% .

    GEOLOGICAL INTERPRETATION

    Denison prepared cross-sections throughout the Tony M-Southwest deposit and picked host rock intervals based on geophysical logs, elevations and average thicknesses of the stratigraphic zones. The stratigraphic host intervals were designated Lower Lower (LL), Middle Lower (ML) and Upper Lower (UL) zones. The mineralization hosting zones are all within the lower interval of the Salt Wash Member.

    Denison compiled the 0.5 ft. radiometric assays into composites for each drill hole using minimum grades of 0.10%, 0.08%, 0.05% and 0.03% eU 3 O 8 over a minimum thickness of 2 ft. These composites were then assigned into the three stratigraphic zones, LL, ML and UL. The preliminary interpretation was checked by Denison and corrections made where necessary. RPA spot checked the Denison interpretation.

    The interpretation of mineralized composites into the LL, ML and UL units was used as the basis for estimation of Mineral Resources in each of the zones. Examples of cross-sections with interpreted UL and LL zones are shown in Figures 14-1 and 14-2. Zone ML is taken as composites between the bottom contact of UL and the top contact of LL.

    COMPOSITE STATISTICS

    Denison compiled statistics of drill hole intersection composites over 0.1ft.% eU 3 O 8 as shown in Table 14-3. The average GT of composites for the LL and UL zones are similar to and higher than that of the ML zone. Median values for all three are similar. The standard deviation values are higher than the average values, which demonstrates a large dispersion of GT values.

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    TABLE 14-3 BASIC STATISTICS OF GT VALUES OVER
    0.10 FT.% eU 3 O 8
    Energy Fuels Inc. – Henry Mountains Complex Property

    Zone Average Median Std Dev
    LL 0.63 0.31 0.82
    ML 0.45 0.34 0.48
    UL 0.65 0.35 0.89

    Figure 14-3 is a histogram of the composite GT values for the LL, ML and UL zones. It can be seen that the values are positively skewed, with many low values and few high values. Figure 14-4 shows the same GT values plotted in geometric or logarithmic intervals. This emphasizes the skewed distribution, as does the cumulative histogram in Figure 14-5. As with any skewed distribution, care must be taken to prevent the highest values from having an undue influence on the average grade of the resource.

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    MINERAL RESOURCE ESTIMATION

    Mineral Resources of the Tony M-Southwest deposit have been estimated using the contour method (Agnerian and Roscoe, 2001). For each of the LL, ML and UL zones, drill hole intercept composite values of grade, thickness and GT were plotted in plan view and contoured. Geometric (logarithmic) contour intervals were used for the grade and GT values because of the positively skewed statistical distribution of these parameters. Thickness was contoured in a linear progression at one foot intervals. Contouring was done with Surfer software. The contours were inspected and, where necessary, manually adjusted by Denison personnel to match geological and mineralized trends.

    In most drill holes, there was only one composite for each of the LL, ML and UL zones. In some cases, there was more than one composite, in which case the composites were added together for contouring purposes.

    The 0.10% eU 3 O 8 contour was established as an outer boundary for mineralization to be considered as resource. The plan areas of the LL, UL and ML zones resolved into numerous lenses of mineralization above the grade of 0.10% eU 3 O 8 (Figures 14-6, 14-7, and 14-8). Only GT and thickness contours inside the 0.10% eU 3 O 8 “cookie cutter” boundaries were retained. Isolated areas over 0.10% eU 3 O 8 defined by a single drill hole were removed.

    Examples of the GT and thickness contours are shown in Figures 14-9 and 14-10 for parts of the LL zone. Note that the boundary of blocks F2, F3 and G are defined by a lower limit of 0.10% eU 3 O 8 based on grade contours (not shown).

    The areas in square feet between the GT and thickness contours were measured using AutoCAD and average values used to calculate GT times area values for each contour interval. Average GT values between contour intervals were calculated and used to multiply by the contour areas. Because of the skewed nature of the GT distribution as discussed above, the average GT value is close to, but slightly lower than, the geometric mean of the bounding contours. For thickness, the average value of the bounding contours was used to multiply by the contour area.

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    The thickness times area products for each contour interval were summed to give a volume for each of the LL, ML and UL lenses. A tonnage factor of 15 ft. 3 /ton was applied to give a tonnage for each lens.

    The GT times area products for each contour interval were summed and divided by the tonnage factor of 15 ft.3 per short ton to give a total that is converted to pounds of contained eU 3 O 8 for each lens. The average grade of each lens is obtained from the contained eU 3 O 8 and the tonnage.

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    ALLOWANCE FOR PAST PRODUCTION

    As noted above in Section 6 History, there have been two periods of past production at the Tony M Mine. There has been no production from the Southwest portion of the Tony M-Southwest deposit. Of the estimated total production in the 1970s and 1980s period, much of the material mined in the late 1970s was at a low cut-off grade, reflecting the high uranium price at the time, and would have been outside of the current resource blocks. After deducting an estimate of this low grade material (<0.10% U 3 O 8 ), RPA estimates that production of 136,318 tons at 0.128% U 3 O 8 (348,048 lbs) from 1982 to 1984 is applicable to the current resource estimate and has been deducted. For the 2007-2008 period of Denison production, a total of 90,025 tons at 0.165% U 3 O 8 (297,465 lbs) in 2007 has been deducted from the Tony M mineral resources.

    In order to deduct the past production from the undiluted mineral resources, Denison “undiluted” the mined tonnage by subtracting one foot of diluting material. The resulting tonnage and the mined pounds were then deducted from the resource blocks where mining took place. For the latter production period by Denison, mining locations were surveyed and are relatively easy to match with resource areas. For the earlier mining period, some assumptions need to be made to match the production to the resource areas. A total of 177,000 tons at 0.182% U 3 O 8 (645,500 lbs U 3 O 8 ) was deducted from the Tony M indicated mineral resource.

    In the opinion of RPA, Denison has used the best information available to take a reasonable approach to deduction of past production from reported mineral resources.

    CLASSIFICATION OF MINERAL RESOURCES

    Denison classified the Tony M-Southwest mineral resources into Indicated and Inferred categories. RPA has reviewed the classification and concurs.

    Indicated blocks were defined on the basis of multiple holes within the block, drill hole spacing in the order of 100 ft. or closer, good continuity between mineralized intercepts, and good correlation with previous resource studies. Other blocks or parts of blocks that did not meet these criteria were classified as inferred. Some of the blocks that qualify as indicated are within and adjacent to past mining areas and are classified as inferred because of uncertainty about future mining potential or because of proximity to mine infrastructure.

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    A cut-off grade of 0.10% eU 3 O 8 was applied to the indicated and inferred blocks. Only those blocks with grades above this cut-off were included in the resources in Table 14-4.

    TABLE 14-4 2009 TONY M-SOUTHWEST RESOURCE ESTIMATE AT A
    CUT-OFF GRADE OF 0.10% eU 3 O 8
    Energy Fuels Inc. – Henry Mountains Complex Property

    Zone and Category Millions of Tons Grade eU 3 O 8 Contained eU 3 O 8
        (%) (Millions of Pounds)
    Tony M Indicated      
                                    LL 1.09 0.23 5.06
                                    UL 0.11 0.19 0.42
    Subtotal Indicated 1.20 0.23 5.48
    Deduct mined material 0.18 0.18 0.65
    Total Tony M Indicated 1.03 0.24 4.83
    Southwest Indicated      
                                    LL 0.24 0.21 0.97
                                    UL 0.42 0.28 2.33
    Total Southwest Indicated 0.66 0.25 3.30
    Total Indicated 1.68 0.24 8.14
           
    Tony M Inferred      
                                    LL 0.34 0.16 1.07
                                    ML 0.16 0.18 0.57
                                    UL 0.15 0.10 0.53
    Total Tony M Inferred 0.65 0.17 2.17
    Southwest Inferred      
                                    LL 0.10 0.14 0.29
                                    ML 0.02 0.15 0.05
                                    UL 0.09 0.13 0.24
    Total Southwest Inferred 0.21 0.14 0.58
    Total Inferred 0.87 0.16 2.75
         

    Notes:

      1.

    Mineral resources were classified in accordance with CIM Definition Standards.

      2.

    Cut-off grade is 0.10% eU 3O8 over a minimum thickness of 2 ft.

      3.

    Mineral resources have not been demonstrated to be economically viable.

      4.

    All mine production by Plateau and Denison has been deducted.

      5.

    Some totals may not add due to rounding.

    RPA REVIEW

    The Denison resource estimate was audited by RPA and accepted as a current Mineral Resource estimate for Energy Fuels. RPA performed the following checks in the course of its audit:

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    COPPER BENCH-INDIAN BENCH DEPOSIT

    RESOURCE ESTIMATION DATABASE

    The basis for resource estimation on the Copper Bench-Indian Bench deposit is the gamma logs from 1,193 rotary drill holes (Table 14-5). A total of 49 core holes were drilled to recover samples for chemical and geologic analysis and to establish stratigraphic relationships.

    All of the drilling and analyses were conducted by past owners (i.e., prior to ownership by Energy Fuels, Denison and predecessor company IUC) of the Henry Mountains Complex Property. Information including logs from all of the historical drilling, as well as the results of chemical and geologic analyses was made available to RPA. None of the original core or samples were available to RPA.

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    The Copper Bench deposit was drilled on a grid of 100 ft. by 100 ft., except in areas where rough terrain did not allow surface access. Drill hole spacing on the Indian Bench deposit is on a grid of approximately 200 ft. by 200 ft. Analysis indicates the Indian Bench deposit is similar to the Copper Bench deposit, and it is a northwesterly continuation of the Copper Bench deposit. The Indian Bench mineralization occurs in the same stratigraphic interval of the Salt Wash Member as the Copper Bench mineralization.

    TABLE 14-5 2006 INDICATED RESOURCE AND HISTORIC
    DRILLING DATA SUPPORT

    Energy Fuels Inc. – Henry Mountains Complex Property

    Deposit No. of No. of Core Drill Hole Drill Hole
      Rotary Drill Drill Holes Fence Spacing
      Holes   Spacing* Along Fence*
    Copper Bench 998 42 100 ft 100 ft
    Indian Bench 195 7 200 ft 200 ft
    Total 1,193 49    

    * Drill hole spacing in some areas is irregular and more widely spaced where rugged terrain does not allow access.

    The depth below the surface of mineralization is nearly 1,100 ft. in the Copper Bench-Indian Bench deposit. The base elevation of the deposit is approximately 4,500 ft. above sea level.

    Mineralized intercepts of indicated resource blocks meeting or exceeding the 0.8 ft.% eU 3 O 8 GT cut-off have an average GT of 1.17 ft.% eU 3 O 8 , a median GT of 1.21 ft.% eU 3 O 8 , and range from 0.8 to 5.15 ft% eU 3 O 8 . Mineralized intercepts meeting the cut-off average 5.1 ft. in thickness, have a median thickness of 4.5 ft., and range from 2.0 ft. to 15.0 ft. thick (Table 14-6).

    TABLE 14-6 COPPER BENCH, INDIAN BENCH, AND SOUTHWEST DEPOSITS –
    CHARACTERISTICS OF 202 INDICATED RESOURCE BLOCKS AT MINIMUM
    CUT-OFF: 0.20% eU 3 O 8 , GT: 0.80 FT% eU 3 O 8
    Energy Fuels Inc. – Henry Mountains Complex Property

    Characteristic: Average Median Range
    GxT, ft% eU 3 O 8 1.71 1.42 0.81 – 5.15
    Grade, % eU 3 O 8 0.324 0.292 0.2 - 2.19
    Thickness, ft 5.5 5 2.0 – 14.5

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    A graph of cut-off grade versus indicated resources for the Copper Bench, Indian Bench, and Southwest deposits is shown in Figure 14-11.

    Mineralized intercepts of inferred resource blocks meeting or exceeding the 0.8 ft.% eU 3 O 8 GT cut-off have an average GT of 1.17 ft% e eU 3 O 8 , a median GT of 1.21 ft.% e eU 3 O 8 , and range from 0.8 to 6.41 ft% e eU 3 O 8 . Mineralized intercepts meeting the cut-off average 4.8 ft. in thickness, have a median thickness of 4 ft., and range from 2.0 ft. to 15.0 ft. thick (Table 14-7).

    TABLE 14-7 COPPER BENCH, INDIAN BENCH, AND SOUTHWEST DEPOSITS –
    CHARACTERISTICS OF 148 INFERRED RESOURCE BLOCKS AT MINIMUM CUT-
    OFF: 0.20% EU 3 O 8 ,
    GT: 0.80FT% EU 3 O 8
    Energy Fuels Inc. – Henry Mountains Complex Property

    Characteristic: Average Median Range
    GxT, ft% eU 3 O 8 1.56 1.23 0.8 – 6.41
    Grade, % eU 3 O 8 0.345 0.296 0.2 – 1.05
    Thickness, ft 4.8 4 2.0 – 15

    A graph of cut-off grade versus Inferred resources for the Copper Bench, Indian Bench, and Southwest deposits is shown in Figure 14-12.

    The information in Tables 14-6 and 14-7 and in Figures 14-11 and 14-12 include the Southwest deposit as well as the Copper Bench and Indian Bench deposits and are based on the 1993 EFNI resource estimate audited by RPA. The Southwest deposit resource estimate has been superseded and combined with the Tony M deposit, however, RPA considers that the results shown in Tables 14-6 and 14-7 and Figure 14-11 and 14-12 would not be materially different if the Southwest deposit was excluded.

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    FIGURE 14-11 CUT-OFF GRADE VS INDICATED RESOURCE FOR COMBINED
    INDIAN BENCH,COPPER BENCH AND SOUTHWEST DEPOSITS

     

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    FIGURE 14-12 CUT-OFF GRADE VS INFERRED RESOURCE FOR COMBINED
    INDIAN BENCH, COPPER BENCH AND SOUTHWEST DEPOSITS

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    MINERAL RESOURCE ESTIMATION

    EFNI estimated the Copper Bench-Indian Bench mineral resources using circles of influence on plans of each of the three deposits. Where the circles of influence overlapped, polygons were drawn. The volume determination is based on circles of influence drawn about the drill hole intercept meeting the cut-off. A radius of 100 ft. was used in estimating resources for the Copper Bench deposit, while a radius of 125 ft. was used to estimate resources for the Indian Bench deposit. While the Indian Bench deposit has been drilled on a wider grid than the Copper Bench deposit, based on its experience with the Copper Bench deposit, EFNI used a radius of influence of 125 ft. about each mineralized intercept for estimating the uranium resources of the Indian Bench deposit.

    In each case, the circle center coincides with the drift corrected location and elevation of the mineralized intercept taking into account the downhole drift surveys made at the time of logging each hole. The results of drift surveys are available for nearly all of the drill holes on the Copper Bench-Indian Bench deposit.

    EFNI used a density factor of 15.0 ft. 3 /ton to convert volumes in cubic feet to short tons for the Copper Bench-Indian Bench resource estimate.

    The grades of the mineralized zones were calculated on a polygonal block-by-block basis. The pounds of eU 3 O 8 for each polygon were then tabulated along with the area and calculated volume for each block. The total number of tons and pounds of eU 3 O 8 contained in the blocks were summed to provide a total inventory for each of the three deposits. Average grades for each deposit were estimated from the grades of the drill hole intersections used in the resource estimate weighted by tonnage.

    CUT-OFF GRADE AND MINING CONSIDERATIONS

    Definition of the mineralized zone assumed the reliability of the gamma log readings and the conversion to eU 3 O 8 . The selection of a 0.20% eU 3 O 8 cut-off was made by Mr. Thomas Pool, P.E., based on evaluations of current mining and processing costs made by both IUC and other operators in the region. Preliminary estimates for mining and processing costs are on the order of $150/ton. The mining costs are based on IUC’s experience with underground mining of Salt Wash ores in its Colorado Plateau Uravan Mineral Belt mines of western Colorado and eastern Utah. The processing costs are based on IUC’s experience at its operating White Mesa Mill, Blanding, Utah. Transportation costs for trucking Bullfrog ore 117 miles to the White Mesa Mill are also included.

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    The weighted average grade of the Indicated Resource blocks for the Copper Bench-Indian Bench deposit is 0.325% eU 3 O 8 , while the average grade of the individual blocks range from 0.2% eU 3 O 8 to 2.193% eU 3 O 8 . The indicated resource blocks have an average thickness of 5.2 ft and range from 2.0 ft. to 14.5 ft. thick. About 25% of these intercepts have a thickness of 7.0 ft. or greater and represent about one third of the tons and pounds of the total Indicated Resource.

    Therefore, while 25% of the indicated resource blocks can be mined at a full mining height of 8 ft. or greater, a majority of the zones are less than 7 ft. in thickness. In the thinner zones the mining technique of split shooting, or resuing is typically used to mine Salt Wash hosted ores of the Uravan District. Resuing is a method of stoping wherein the wall rock on one side of the ore zone is removed before the ore is broken. It is employed on ore beds with a thickness of as little as 30 in. or less, and yields cleaner ore than when wall rock and ore are broken together. Split shooting is a standard practice for mining the thin ore beds of the Uravan Mineral Belt.

    The 0.20% eU 3 O 8 cut-off maximizes the tonnage of higher grade mineralization while maintaining strong positive value at the current uranium price. Based on the extensive review of the drilling of the Copper Bench-Indian Bench deposits, RPA notes that lowering the cut-off criteria will increase total tonnage, by increasing the number of drill hole intercepts meeting the cut-off, while also increasing the apparent continuity of mineralization between adjacent drill holes.

    CLASSIFICATION OF MINERAL RESOURCES

    RPA has classified the Copper Bench-Indian Bench Mineral Resources as indicated and inferred following the definitions described under NI 43-101. The Mineral Resources for the Copper Bench-Indian Bench deposit are listed in Table 14-8.

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    TABLE 14-8 COPPER BENCH - INDIAN BENCH MINERAL RESOURCES
    Energy Fuels Inc. – Henry Mountains Complex Property

              Contained
      Category Thickness Tons Grade (000s lbs
        (ft.) (000s) (% U 3 O 8 ) U 3 O 8 )
    Copper Bench Indicated 5.2 502 0.292 2,933
    Indian Bench Indicated 5.5 217 0.402 1,742
    Total Indicated 5.2 718 0.325 4,674
    Copper Bench Inferred 4.9 504 0.321 3,240
    Indian Bench Inferred 4.7 251 0.417 2,092
    Total Inferred 4.7 755 0.353 5,332
         

    Notes:

      1.

    CIM Definitions were followed for Mineral Resources.

      2.

    Mineral Resources are based on a cut-off grade of 0.20% eU 3 O 8 over a minimum thickness of 4 ft.

      3.

    Mineral Resources based on a tonnage factory of 15.0 ft. 3 /ton.

      4.

    Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

      5.

    Totals may not add correctly due to rounding.

    Indicated resources comprise drill hole intersections that exhibit apparent continuity of mineralized lenses at the same stratigraphic level as indicated by similarity in elevation. In effect, indicated resources are designated where two or more drill holes intersections that meet the cut-off criteria are less than about 200 ft. apart such that their polygons are contiguous. In a few cases, the polygons do not overlap but are very close together or are close to a cluster of polygons at similar elevation.

    Inferred resources comprise apparent mineralized lenses represented by single drill hole intersections. Other intersections at similar elevations are either below the cut-off grade or more than approximately 200 ft. away. All of the inferred resources are within the same general mineralized trends represented by the Copper Bench and Indian Bench areas.

    Figures 14-13 through 14-15 are maps of the polygons used to calculate the indicated and inferred resources for the Copper Bench and Indian Bench deposits. These figures also show the distribution of drill holes on the respective properties, together with the locations of representative geologic cross sections for the deposits. Figures 14-16 through 14-18 are representative cross sections for the Copper Bench-Indian Bench deposit.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
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    RPA REVIEW

    The EFNI resource estimate was audited by RPA and accepted as a current Mineral Resource estimate for Energy Fuels. RPA performed the following checks in the course of its audit:

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    15 MINERAL RESERVE ESTIMATE

    There are currently no Mineral Reserves on the Henry Mountains Complex Property.

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    16 MINING METHODS

    This section is not applicable.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
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    17 RECOVERY METHODS

    WHITE MESA MILL

    GENERAL

    The White Mesa Mill is located six miles south of Blanding in southeastern Utah. Its construction by EFNI was based on the anticipated reopening of many small low-grade mines on the Colorado Plateau, and the mill was designed to treat 2,000 tons of ore per day. The mill has operated at rates in excess of the 2,000 tons per day design rate. Construction commenced in June 1979 and was completed in May 1980. The mill has been modified to treat higher grade ores from the Arizona Strip, as well as the common Colorado Plateau ores. Processing of Arizona Strip ores is typically at a lower rate of throughput than for the Colorado Plateau ores. The basic mill process is a sulphuric acid leach with solvent extraction recovery of uranium and vanadium.

    Since 1980, the mill has operated intermittently in a series of campaigns to process ores from the Arizona Strip as well as from a few higher grade mines of the Colorado Plateau. Overall, the mill has produced approximately 30 million pounds U 3 O 8 and 33 million pounds V 2 O 5 .

    CRUSHING, GRINDING AND LEACHING

    Run-of-mine ore is reduced to minus 28 mesh in a six-foot by 18-ft. diameter semi-autogenous grinding (SAG) mill. Leaching of the ore is accomplished in two stages: a pre-leach and a hot acid leach. The first, or pre-leach, circuit, consisting of two mechanically agitated tanks, utilizes pregnant (high-grade) strong acid solution from the countercurrent decantation (CCD) circuit which serves both to initiate the leaching process and to neutralize excess acid. The pre-leach circuit discharges to a 125-ft. thickener where the underflow solids are pumped to the second stage leach and the overflow solution is pumped to clarification, filtration, and solvent extraction circuits.

    A hot strong acid leach is used in the second stage leach unit, which consists of seven mechanically agitated tanks having a retention time of 24 hours. Free acid is controlled at 70 grams per litre and the temperature is maintained at 75 o C.

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    Leached pulp is washed and thickened in the CCD circuit, which consists of eight high-capacity thickeners. Underflow from the final thickener at 50% solids is discharged to the tailings area. Overflow from the first thickener (pregnant solution) is returned to the pre-leach tanks.

    SOLVENT EXTRACTION

    The solvent extraction (SX) circuit consists of four extraction stages in which uranium in pregnant solution is transferred to the organic phase, a mixture consisting of 2.5% amine, 2.5% isodeconal, and 95% kerosene. Loaded organic is pumped to six stages of stripping by a 1.5 molar sodium chloride solution, and thence to a continuous ammonia precipitation circuit. Precipitated uranium is settled, thickened, centrifuged, and dried at 1,200oF. The final product at about 95% U 3 O 8 is packed into 55-gallon drums for shipment.

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    18 PROJECT INFRASTRUCTURE

    When Denison operated the Tony M Mine in 2007-2008, a number of surface facilities were constructed, including a power generation station, compressor station, fuel storage facilities, maintenance building, offices, and dry facilities. An evaporation pond which was originally constructed when the Tony M Mine was in operation in the 1980s, and which is used for storage and evaporation of mine water, was reconstructed by Denison to allow for dewatering of the mine.

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    19 MARKET STUDIES AND CONTRACTS

    MARKETS

    Uranium market prices have rebounded from lows of $10.00 per pound in the mid-1990s to recent values around $50 per pound (July 2012). Some of the factors influencing the uranium price are:

    Fundamentally, the outlook for uranium has improved since 2000 due to factors such as:

    Although negatively impacted by the Japanese earthquake and tsunami in March 2011, the uranium market has held the $50/lb level since the disaster. The restart of two Japanese reactors with more expected to start over the summer, along with the end of the Russian HEU agreement in 2012 all contribute to strong market fundamentals.

    It is now apparent that the market for uranium has moved from one driven by excess secondary supplies to one driven by primary production. The latest global uranium requirements estimate by World Nuclear Association (September 2011) show Reference Case projections of 177 million pounds U 3 O 8 in 2012 to approximately 226 million pounds U 3 O 8 in 2020.

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    20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT

    PERMITTING

    The Tony M Mine is located on BLM and State of Utah managed land in Garfield County, Utah. The mine was originally permitted and developed by Plateau in conjunction with the nearby Shootaring Mill. The mine was reclaimed in 2004, but was then purchased by Denison and re-permitted in 2007 for Phase 1 Operations in which mining would be out of the existing portal. Major permits for the operation include an approved Plan of Operations and Finding of No Significant Impact (FONSI) from the BLM, a Large Mine permit with the Utah Division of Oil, Gas and Mining (DOGM), and an approved ground water discharge permit with the Utah Division of Water Quality (DWQ). A reclamation bond of $708,537 is in place.

    The Tony M Mine was re-opened by Denison in late 2007 and was re-commissioned and put into production. The mine was later closed and placed on care and maintenance in November 2008. Standby operations include continued dewatering of the mine where water is pumped to a 20-acre, clay-lined evaporation pond on top of the mesa. The system also employs “land sharks” to enhance evaporation of the water.

    If Energy Fuels decides to re-open the Tony M Mine in the future, the primary drift will be extended to the northeast and two production shafts will be developed. This will require the permitting of the two production shafts (Phase 2 and Phase 3), additional ventilation shafts, and greater water evaporation capacity. Because all site power will be diesel generated, an Air Permit (Approval Order) will be required from the Utah Department of Environmental Quality, Division of Air Quality. A Large Mine permit amendment was previously submitted by Denison to DOGM and a revised Plan of Operations and Draft Environmental Assessment (EA) were submitted to the BLM for Phase 2. Denison subsequently requested that the agencies defer permit review of the Phase 2 plans until they evaluated the possibility of also permitting Phase 3 at the same time. Permitting is expected to restart once Energy Fuels decides on which permitting approach to adopt.

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    21 CAPITAL AND OPERATING COSTS

    This section is not applicable.

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    22 ECONOMIC ANALYSIS

    This section is not applicable.

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    23 ADJACENT PROPERTIES

    FRANK M DEPOSIT

    The Frank M vanadium-uranium deposit was discovered by Plateau during drilling started on the property in mid-1977. The Frank M deposit is located in Section 2 and 3 of Township 35 South, Range 11 East S.L.M. It is located about 2.5 miles northeast of the Tony M deposit and is a southeasterly continuation of the Copper Bench deposit.

    The host for the Frank M uranium deposit is the fluvial sandstone of the Salt Wash Member of the Jurassic Morrison Formation. The mineralized zone occurs between 60 ft. and 100 ft. above the base of the Salt Wash Member. The zone dips between three and five degrees to the northwest, which is generally conformable to the inclination of the sandstone beds hosting the deposit.

    The deposit is approximately 7,000 ft. long and is commonly between 1,500 ft. and 2,000 ft. wide. The mineralized zone is located at a depth of 200 ft. below ground surface in the east and over 500 ft. below ground surface to the west. The average drilling depth in the area is approximately 400 ft. Nearly all of the deposit occurs above the static water table, which only intersects the mineralized horizon in the vicinity of the northwesterly limit of the property.

    On behalf of Plateau, in 1981, Geostat Inc. estimated the resource for the Frank M deposit using geostatistical methods. The kriged historic estimate at a cut-off of 4 ft. of 0.07% U 3 O 8 includes in-place resources of 1.49 million tons at an average radiometric grade of 0.117% U 3 O 8 (Plateau, 1981). This estimate for the Frank M deposit is not NI 43-101 compliant, it has not been reviewed by RPA, and is provided for informational purposes only.

    Uranium One Inc. owns the Frank M property as of the date of this report.

    LUCKY STRIKE 10 DEPOSIT

    The Lucky Strike 10 deposit is located on the southeast rim of Shootaring Canyon about 1,400 ft. southeast from the portal of the Tony M Mine. It is a southeasterly extension of the Tony M mineralized trend and is located above the water table. Plateau records report a historic polygonal resource estimate of about 67,234 tons including 114,410 pounds at a radiometric grade of 0.084% U 3 O 8 at a GT cut-off of 0.28%ft. Plateau records indicate that 22,381 tons at a chemical grade of 0.04% U 3 O 8 were mined from the deposit during the 1976 to 1978 period (Gupta, 1983).

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    This estimate for the Lucky Strike 10 deposit is not NI 43-101 compliant, it has not been reviewed by RPA, and is provided for informational purposes only.

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    24 OTHER RELEVANT DATA AND INFORMATION

    This section is not applicable.

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    25 INTERPRETATION AND CONCLUSIONS

    Energy Fuels’ Tony M-Southwest and Copper Bench-Indian Bench uranium deposits are of the Colorado Plateau sandstone hosted type. The Henry Mountains Complex Property has been the site of considerable past exploration including the drilling and logging of approximately 3,400 rotary holes and 106 core holes, of which 2,864 rotary holes were used to prepare the current resource estimates. In the opinion of RPA, the drill hole databases for the Tony M-Southwest and Copper Bench-Indian Bench deposits are appropriate and acceptable for Mineral Resource estimation.

    Denison estimated the Mineral Resources of the Tony M-Southwest deposit in 2009 using the GT contour method. Energy Fuels Nuclear Inc. (EFNI, not the same company as Energy Fuels Inc.) estimated the Mineral Resources of the Copper Bench-Indian Bench deposit in 1993 using the polygonal block method. RPA has audited and accepted both the Tony M-Southwest and Copper Bench-Indian Bench Mineral Resources estimates, which are summarized in Table 25-1. No mineral reserves have been estimated for either deposit.

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    TABLE 25-1 MINERAL RESOURCE ESTIMATE OF THE HENRY
    MOUNTAINS COMPLEX URANIUM DEPOSITS, DECEMBER 31, 2011
    Energy Fuels Inc. – Henry Mountains Complex Property

    Category Million Tons Grade eU 3 O 8 Contained eU 3 O 8
        (%) (Million Pounds)
    Indicated – Tony M 1.03 0.24 4.83
    Indicated - Southwest 0.66 0.25 3.30
    Indicated – Copper Bench 0.50 0.29 2.93
    Indicated – Indian Bench 0.22 0.40 1.74
    Total Indicated Resource 2.41 0.27 12.80
           
    Inferred – Tony M 0.65 0.17 2.17
    Inferred - Southwest 0.21 0.14 0.58
    Inferred – Copper Bench 0.50 0.32 3.24
    Inferred – Indian Bench 0.25 0.42 2.09
    Total Inferred Resource 1.61 0.25 8.08
         

    Notes:

      1.

    Mineral Resources were classified in accordance with CIM Definition Standards.

      2.

    Cut-off grade is 0.10% eU 3 O 8 over a minimum thickness of 2 ft. for the Tony M-Southwest deposit

      3.

    Cut-off grade is 0.20% eU 3 O 8 over a minimum thickness of 4 ft. for the Copper Bench-Indian Bench deposit

      4.

    Mineral Resources have not been demonstrated to be economically viable.

      5.

    All mine production by Plateau and Denison has been deducted.

      6.

    Some totals may not add due to rounding.

    The Tony M Mine has been extensively developed, including over 18 miles of main haulageways and crosscuts that provide access to a majority of the estimated resources. The drilling and most of the development activity were conducted from about 1976 to the mid-1990s, with much of the work completed by the mid-1980s. From September 1979 to mid-1984, a total of approximately 237,000 tons of muck with an average grade of 0.121% U 3 O 8 containing 573,500 pounds U 3 O 8 were extracted and stockpiled by Plateau.

    In 2007, the Tony M Mine was reactivated by Denison and, to November 2008, 162,384 tons at 0.131% eU 3 O 8 containing 429,112 pounds U 3 O 8 were produced from areas of existing mine development. The Tony M Mine is fully permitted for production but is currently on standby awaiting higher uranium prices. The mine is partially dewatered and provides direct access to much of the estimated resources through existing workings.

    No development has taken place in the Southwest portion of the Tony M-Southwest deposit, although the Tony M haulageways are developed at the same elevation and within about 1,100 ft. of the Southwest uranium zones. No development has taken place on the Copper Bench-Indian Bench deposit which is located north of the Tony M-Southwest deposit but at a similar elevation above sea level.

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    The Henry Mountains Complex Mineral Resources have full access to Energy Fuels’ operating White Mesa uranium mill at Blanding, Utah, which has recent operating experience processing material from the Tony M Mine.

    For various reasons, including the difficulty of surface access, historic surface drilling on the Tony M-Southwest and Copper Bench-Indian Bench deposits has left significant areas untested that are adjacent to known mineralization as well as in areas not accessible from existing or planned drifts or through long-hole drilling from underground at the Tony M Mine. RPA considers that there is excellent potential to add to the Mineral Resources in these areas. There is also significant potential to increase Mineral Resources in the Southwest portion of the Tony M-Southwest deposit and the Copper Bench-Indian Bench deposit where drill hole spacing averages are greater than 100 ft. This is particularly the case in the Indian Bench portion where drill hole spacing averages 200 ft.

    RPA is of the opinion that additional drilling should be done on the Henry Mountains Complex Property with an emphasis on delineating areas of higher grade uranium mineralization. Positive drilling results would increase Mineral Resources, as well as provide a more complete database for use in mine development and production planning.

    Based on the review of the available analyses, RPA is of the opinion that the V 2 O 5 :U 3 O 8 ratio ranges from 1.3:1 to about 2.0:1 in the Henry Mountains Complex deposits, and that the concentration of vanadium is therefore too low to be economic at current prices.

    RPA is of the opinion that the Tony M-Southwest property is of merit and warrants the recommended program and budget.

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    26 RECOMMENDATIONS

    RPA recommends the following work:

      1.

    Conduct a surface rotary drilling and logging program on the Tony M-Southwest and Copper Bench-Indian Bench deposits to fill in areas of wider spaced drilling, with a view to outlining higher grade mineralization.

         
      2.

    Re-estimate Mineral Resources of the Copper Bench- Indian Bench and Tony M- Southwest deposits using the contour method or a block modeling approach.

         
      3.

    Carry out a Preliminary Economic Assessment of re- opening the Tony M Mine and developing other uranium deposits on the Henry Mountains Complex Property.

    RPA recommends the budget shown in Table 26-1 to carry out the proposed work program. The total budget is $1.8 million.

    TABLE 26-1 RECOMMENDED PROGRAM AND BUDGET
    Energy Fuels Inc. – Henry Mountains Complex Property

    Item US$
    Drilling and logging 100 rotary holes, 80,000 ft. at $8.00/ft. 640,000
    Re-estimate Mineral Resources 50,000
    Preliminary Economic Assessment 150,000
    Subtotal 840,000
    Contingency 160,000
    Total 1,800,000

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    27 REFERENCES

    Agnerian, H., and Roscoe, W.E., 2003, The Contour Method of Estimating Mineral Resources, Roscoe Pestle Associates, Inc. paper, 9 pp.

    Atlas Minerals Corp., 1991, Bullfrog Project – (Sales Prospectus), Copy #13, March.

    Bhatt, B.J., 1983, Final report on the magnitude and variability of uranium disequilibrium based on the mined ore buggy sampling data, Tony M Mine, Shootaring Canyon, Garfield County, Utah, Plateau Resources Ltd., Grand Junction, Colorado.

    Carpenter, 1980, Elemental, isotopic and mineralogic distributions within a tabular-type sandstone uranium-vanadium deposit, Henry Mountains mineral belt, Garfield County, Utah, Unpub. M. Sc. thesis, Colorado School of Mines, Golden, Colorado, 156 pp.

    Consumers Power Company, 1982, Annual Report.

    Doelling, H.H., 1967, Uranium deposits of Garfield County, Utah, Utah Geological Survey, Special Studies 22.

    Energy Fuels Nuclear Inc., 1991, Revised geologic review and economic analysis of Atlas Minerals’ Bullfrog Property, Garfield County, Utah, Memo to G.W. Grandey et al., from R.N. Schafer & D.M. Pillmore, March 27.

    Energy Fuels Nuclear Inc., 1993a, Bullfrog mine ore reserve access alternatives and production feasibility analysis (Revised 4/15/93), Memo to M.D. Vincelette from R.B. Smith & J.F. Stubblefield, April 15.

    Energy Fuels Nuclear Inc., 1993b, Bullfrog Uranium Resources, memo to I.W. Mathisen, Jr., from R.W. Schafer, September 24.

    Energy Fuels Nuclear Inc., 1994, Bullfrog Deposit, memo to T.C. Pool from J.T. Cottrell, March 10.

    Fischer, R.P., 1968, The uranium and vanadium deposits of the Colorado Plateau Region, in Ore deposits of the United States 1933-1967, Ridge, J.D., AIME, pp.735-746.

    Gupta, U.K. et al., 1983, Five year plan for the Shootaring Canyon Processing Facility 1984 through 1988, Vol. 1, Summary and Text, Plateau Resources Ltd., September.

    Hunt, C.B., Averitt, P. and Miller, R.L., 1953, Geology and geography of the Henry Mountains Region, Utah, U.S. Geological Survey Professional Paper 228, Washington, DC, 224 pp.

    LaPoint, D.J., 1978, Sampling Procedures for Chemical Analysis of Core, Plateau Resources Ltd., July 13, 1978.

    Milne & Associates, 1990, Optimization study of the Southwest, Copper Bench, and Indian Bench Deposits, Garfield County, Utah, report prepared for Atlas Precious Metals, Sparks, Nevada, signed by Steve Milne, Registered Professional Engineer, AZ, December 6.

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    www.rpacan.com

    Mine Reserves Associates, Inc., 1990, Mineral Inventory and Mineable Reserves for the Indian Bench Deposit, Garfield County, Utah, Report prepared for Atlas Minerals Corp., Lakewood, Colorado, December 3.

    Nuclear Assurance Corp., 1989, Geologic analysis of uranium and vanadium ore reserves in the Tony M orebody, Garfield County, Utah, Report No. NAC-C-89023, prepared for Nuclear Fuel Services, Inc., Norcross, Georgia, August 31, filed of record in the Garfield County Courthouse, September 19, 1989 as a Subscribed and Sworn Affidavit of Work performed by Douglas Underhill.

    Northrup, H.R., 1982, Origin of the tabular-type vanadium-uranium deposits in the Henry Structural Basin, Utah, Ph. D. Thesis, T-2614, Colorado School of Mines, Golden, Colorado, 340 pp.

    Northrup, H.R. and Goldhaber, M.T., (Editors), 1990, Genesis of the Tabular-Type Vanadium-Uranium deposits of the Henry Mountains Basin, Utah, Economic Geology, v. 85, No. 2, March-April, pp. 215-269.

    Peterson, F., 1977, Uranium deposits related to depositional environments in the Morrison Formation (Upper Jurassic), Henry Mountains mineral belt of southern Utah: U.S. Geol. Survey Circ. 753, pp. 45-47.

    Peterson, F., 1978, Measured sections of the lower member and Salt Wash Member of the Morrison Formation (Upper Jurassic) in the Henry Mountains mineral belt of southern Utah: U.S. Geol. Survey Open-File Rept. 78-1094, 95 pp.

    Peterson, F., 1980, Sedimentology as a strategy for uranium exploration, in Turner-Peterson, C.E., ed., Uranium in sedimentary rocks: application of the facies concept to exploration: Denver, Soc. Econ. Paleontologists Mineralogists, Rock Mountain Sec., pp. 65-126.

    Pincock, Allen & Holt, Inc., 1984a, Minable ore reserve inventory for the Southwest and Copper Bench Deposits, Garfield County, Utah, Tucson, Arizona.

    Pincock, Allen & Holt, Inc., 1984b, Mineral inventory for the Tony M deposit, Garfield County, Utah, Tucson, Arizona, November.

    Pincock, Allen & Holt, Inc., 1985, Mineable reserve for the Tony M deposit, Garfield County, Utah, PAH Project No. 363.02, Tucson, AZ, signed by Steve Milne, Registered Professional Engineer, Arizona, December 6.

    Plateau Resources Ltd., 1981, Summary of the Shootaring Canyon Project, Garfield County, Utah, revised November 1981, Frank M Mine.

    Plateau Resources Ltd., 1982, Tony M Kriged Ore Reserve Estimate, Map 7-OR-5, August 23.

    Plateau Resources Ltd., 1983, Annual Report to Shareholders, January 26.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 27-2

    www.rpacan.com

    Pool, T.C., 2006, Technical Report on the Henry Mountains Complex Uranium Project, Utah, U.S.A., NI 43-101 Technical Report by Scott Wilson Roscoe Postle Associates Inc. for International Uranium Corp., September 9, 2006.

    Rajala, J., 1983, Report on Bullfrog Laboratory Studies (conducted by Atlas Minerals), Inter-Office Memo to J.V. Atwood, Atlas Minerals, November 7.

    Robinson, J.W. & P.J. McCabe, 1997, Sandstone-Body and Shale-Body Dimensions in a Braided Fluvial System: Salt Wash Sandstone Member (Morrison Formation), Garfield County, Utah, AAPG, v. 81, No. 8 (August 1997), pp. 1267–1291.

    Schafer, R.N., 1991, Bullfrog Evaluation, EFNI Memo to I.W. Mathisen, Jr., March 26.

    Thamm, J.K., Kovschak, A.A. Jr., and Adams, S.S., 1981, Geology and recognition criteria for sandstone uranium deposits of the Salt Wash type, Colorado Plateau province, US. Dept. Energy Final Rept., GJBX-6(81), Grand Junction, CO, 111 pp.

    Underhill, D.H., et al., 1983, Geology Department 5 Year Plan Support Documents, October 7, Plateau Resources Ltd.

    Underhill, D.H., 1984, Summary description of the Shootaring Canyon orebodies of Atlas Minerals Company, Plateau Resources Ltd., Grand Junction, Colorado.

    Underhill, D.H. and Roscoe, W.E., 2009, Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, Utah, U.S.A., NI 43-101 Technical Report by Scott Wilson Roscoe Postle Associates Inc. for Denison Mines Corp., March 19, 2009.

    Wanty, R.B., 1986, Geochemistry of vanadium in an epigenetic sandstone-hosted vanadium-uranium deposit, Henry basin, Utah, Unpub Ph. D. Thesis, Colorado School of Mines, Golden, Colorado, 198 pp.

    Wanty, R.B., Goldhaber, M.R., and Northrup, H.R., 1990, Geochemistry of Vanadium in an Epigenetic, Sandstone-hosted Vanadium-Uranium deposit, Henry Basin, Utah, Economic Geology, v. 85, No. 2, March-April, pp. 270-284.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 27-3

    www.rpacan.com

    28 DATE AND SIGNATURE PAGE

    This report titled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, USA” and dated June 27, 2012 was prepared and signed by the following authors:

      (Signed & Sealed) “William E. Roscoe”
       
    Dated at Toronto, Ontario William E. Roscoe, Ph.D., P.Eng.
    June 27, 2012 Principal Geologist
       
      (Signed & Sealed) “Douglas H. Underhill”
       
    Dated at Toronto, Ontario Douglas H. Underhill, Ph.D., CPG
    June 27, 2012 Associate Consulting Geologist
       
      (Signed & Sealed) “Thomas C. Pool”
       
    Dated at Toronto, Ontario Thomas C. Pool, P.E.
    June 27, 2012 Associate Mining Engineer

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 28-1

    www.rpacan.com

    29 CERTIFICATE OF QUALIFIED PERSON

    WILLIAM E. ROSCOE

    I, William E. Roscoe, Ph.D., P.Eng., as an author of this report entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, USA”, prepared for Energy Fuels Inc. and dated June 27, 2012, do hereby certify that:

    1.

    I am a Principal Consulting Geologist with Scott Wilson Roscoe Postle Associates Inc. of Suite 501, 55 University Ave Toronto, ON, M5J 2H7.

         
    2.

    I am a graduate of Queen’s University, Kingston, Ontario, in 1966 with a Bachelor of Science degree in Geological Engineering, McGill University, Montreal, Quebec, in 1969 with a Master of Science degree in Geological Sciences and in 1973 a Ph.D. degree in Geological Sciences.

         
    3.

    I am registered as a Professional Engineer (No. 39633011) and designated as a Consulting Engineer in the Province of Ontario. I have worked as a geologist for more than 40 years since my graduation. My relevant experience for the purpose of the Technical Report is:

  •  
  • Twenty-five years experience as a Consulting Geologist across Canada and in many other countries

  •  
  • Preparation of numerous reviews and technical reports on exploration and mining projects around the world for due diligence and regulatory requirements

  •  
  • Senior Geologist in charge of mineral exploration in southern Ontario and Québec

  •  
  • Exploration Geologist with a major Canadian mining company in charge of exploration projects in New Brunswick, Nova Scotia, and Newfoundland

         
    4.

    I have read the definition of "qualified person" set out in National Instrument 43- 101 ("NI43-101") and certify that by reason of my education, affiliation with a professional association (as defined in NI43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI43-101.

         
    5.

    I have not visited the Henry Mountains Complex Property.

         
    6.

    I share responsibility with my co- authors for the preparation of all sections of the Technical Report.

         
    7.

    I am independent of the Issuer applying the test set out in Section 1.5 of National Instrument 43-101.

         
    8.

    I have previously was an author of a Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, prepared for Denison Mines Corp., dated March 19, 2009.

         
    9.

    I have read National Instrument 43-101, and the Technical Report has been prepared in compliance with National Instrument 43-101 and Form 43-101F1.


    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-1

    www.rpacan.com

    10.

    At the effective date of this Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the technical report not misleading.

    Dated this 27 th day of June, 2012

    (Signed & Sealed) “William E. Roscoe”

    William E. Roscoe, Ph.D., P.Eng.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-2

    www.rpacan.com

    DOUGLAS H. UNDERHILL, PH.D., C.P.G.

    I, Douglas H. Underhill, Ph.D., C.P.G., as an author of this report titled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, USA”, prepared for Energy Fuels Inc. and dated June 27, 2012, do hereby certify that:

    1.

    I am an Associate Consulting Geologist with Roscoe Postle Associates Inc. of Suite 501, 55 University Avenue, Toronto, Ontario, Canada M5J 2H7.

     

     

    2.

    I graduated with a B.A. degree in Geology from University of Connecticut in 1958, a M. Sc. degree in Geology from McGill University in 1967, and a Ph.D. degree in Geology from McMaster University in 1972.

     

     

    3.

    I am registered as a Certified Professional Geologist with the American Institute of Professional Geologists (CPG-11154). I am a Member of the Society for Mining, Metallurgy, and Exploration, Inc. I have worked as a geologist for a total of about 35 of the 38 years since my graduation from my final degree. My relevant experience for the purpose of the Technical Report includes 29 years working as a uranium geologist described as follows:

     
  •  
  • Served in various positions, including Chief Geologist and Exploration Manager (including Head, Mine Geology), as the sole member of senior management responsible for all geological activities with Plateau Resources Limited from 1977 to 1984, during which time the Tony M uranium deposit was discovered and delineated, and the Tony M Mine was developed;

     
  •  
  • Served as Senior Consultant with Nuclear Assurance Corporation from 1986 to 1993 with responsibility for all company geological services to clients, both governmental and commercial entities, including performing assessment work on the Tony M property from 1989 to about 1993;

     
  •  
  • Served as the sole Uranium Resources and Production Specialist for the International Atomic Energy Agency (IAEA), Vienna, Austria, from 1993 to 2002, responsible for implementing all related IAEA programs, including preparation of the organizations contribution to the biannual, joint IAEA-OECD/NEA world report “Uranium Resources, Production and Demand”;

  •  
  • Served as an independent consulting uranium geologist to the International Atomic Energy Agency, OECD/Nuclear Energy Agency, United States Government and industry since 2003.

         
    4.

    I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43-101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI43-101) and past relevant work experience, I fulfill the requirements as a “qualified person” for the purposes of NI43-101.

         
    5.

    I visited the Henry Mountains Complex Property on July 15, 2008.

         
    6.

    I share responsibility with my co- authors for the preparation of all sections of the Technical Report.

         
    7.

    I am independent of the Issuer applying the tests set out in section 1.5 of National Instrument 43-101.

         
    8.

    I have had extensive prior involvement with that portion of the properties known as the Tony M deposit and mine extending from February 1977 to June 1984, as well as intermittently from August 1989 to mid- 1992. In 2006 I reviewed the available information for both the Tony M and Southwest properties and contributed to preparation of the “Technical Report on the Henry Mountains Complex Uranium Project, Utah”, prepared for International Uranium Corporation and dated September 9, 2006, and otherwise I have had no prior involvement with the Southwest property that is subject of the Technical Report. I also previously an author of a Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, prepared for Denison Mines Corp., dated March 19, 2009.


    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-3

    www.rpacan.com

    9.

    I have read National Instrument 43- 101 and National Instrument 43-101F1 and this Report has been prepared in compliance with both of these Instruments.

       
    10.

    At the effective date of this Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the technical report not misleading.

    Dated this 27 th day of June, 2012

    (Signed & Sealed) “Douglas H. Underhill”

    Douglas H. Underhill, Ph. D., C.P.G.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-4

    www.rpacan.com

    THOMAS C. POOL, P.E.

    I, Thomas C. Pool, P.E., as an author of this report entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, USA”, prepared for Energy Fuels Inc. and dated June 27, 2012, do hereby certify that:

    1.

    I am an Associate Mining Engineer with Roscoe Postle Associates Inc. of Suite 501, 55 University Ave., Toronto, ON, M5J 2H7.

       
    2.

    I am a graduate of Colorado School of Mines with a professional degree in Mining Engineering.

       
    3.

    I am registered as a Professional Engineer in the State of Colorado (Reg.#12108). I am a Member of the Australasian Institute of Mining & Metallurgy, and a Member of Society for Mining, Metallurgy, and Exploration, Inc. I have worked as a mining engineer for a total of 40 years since my graduation. My relevant experience for the purpose of the Technical Report is: approximately 35 years as a consultant in the uranium industry having evaluated scores of projects throughout the world.

       
    4.

    I have read the definition of "qualified person" set out in National Instrument 43- 101 ("NI 43-101") and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

       
    5.

    I visited the Henry Mountains Complex Property October 12, 2005.

       
    6.

    I share responsibility with my co- authors for the preparation of all sections of the Technical Report.

       
    7.

    I am independent of the Issuer applying the test set out in Section 1.5 of National Instrument 43-101.

       
    8.

    I previously prepared a Technical Report on the Henry Mountains Complex Uranium Project for International Uranium Corporation, dated September 9, 2006.

       
    9.

    I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43- 101F1.

       
    10.

    At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

    Dated this 27 th day of June 2012

    (Signed & Sealed) “Thomas C. Pool”

    Thomas C. Pool, P.E.

    Energy Fuels Inc. – The Henry Mountains Complex Uranium Property  
    Technical Report NI 43-101 – June 27, 2012 Rev. 0 Page 29-5


    Exhibit 99.59

    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces Closing of Acquisition of Denison’s U.S. Mining Assets and Release of Funds from Subscription Receipt Financing

    Toronto, Ontario – June 29, 2012 Energy Fuels Inc. (TSX:EFR) (“Energy Fuels”) is pleased to announce the closing of its previously announced transaction whereby Energy Fuels will acquire all of the shares of the subsidiaries holding Denison Mines Corp.’s ( “Denison” ) U.S. mining assets and operations (the “US Mining Division”), as well as all of the inter-company debt between Denison and the US Mining Division. The transaction is being completed under a plan of arrangement (the “Arrangement”) in accordance with the Business Corporations Act (Ontario) which was previously approved by the Ontario Superior Court of Justice. All conditions of closing have now been satisfied by both parties, and a Certificate of Arrangement giving effect to the Arrangement has been issued. Under the Arrangement, the following transactions will take effect at 11:59 p.m. on June 29, 2012: (i) the US Mining Division and related inter-company debt will be transferred by Denison to Energy Fuels in exchange for a promissory note and a nominal amount of cash, (ii) Denison will complete a reorganization of its capital, including a distribution of the promissory note to its shareholders on a pro rata basis, and (iii) Energy Fuels will repay the promissory note by issuing approximately 1.106 common shares of Energy Fuels per Denison common share to the Denison shareholders, all as previously announced. Upon completion of the Arrangement, Denison shareholders will, in aggregate, hold approximately 63% of the issued and outstanding common shares of Energy Fuels.

    Effective June 30, 2012, Energy Fuels has increased the size of its board to ten directors. Ron Hochstein, the President and Chief Executive Officer of Denison, and Robert Dengler, a Denison director, have been appointed as directors.

    In addition, in connection with the closing of the transaction, the net proceeds of the private placement of subscription receipts completed by Energy Fuels on June 21, 2012 have been released from escrow and delivered to Energy Fuels. Energy Fuels issued 35,500,500 common shares and 17,750,250 common share purchase warrants on the conversion of the subscription receipts. Each warrant entitles the holder to purchase one additional common share of Energy Fuels at a price of $0.265 until June 21, 2015. Energy Fuels also issued 4,373,917 common shares to Dundee Securities Ltd. in part payment for services provided in connection with the Transaction.


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information contained in this news release, including any information relating to the Transaction and completion of the Arrangement between Energy Fuels and Denison and any other statements regarding Energy Fuels’ or Denison’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Denison’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements including, without limitation, the risk factors described in Energy Fuels’ and Denison’s most recent annual information forms, annual and quarterly financial reports and management information circulars.

    Energy Fuels assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Energy Fuels relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities issued pursuant to the Arrangement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements .

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com



    Exhibit 99.60


    Management’s
    Discussion
    &
    Analysis

    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    August 13, 2012

    INTRODUCTION

    The following discussion and analysis, which is the responsibility of management, should be read in conjunction with the Condensed Consolidated Interim Financial Statements and accompanying notes of Energy Fuels Inc . (the “Company” or “Energy Fuels” or “EFI”) for the quarters ended June 30, 2012, March 31, 2012, December 31, 2011, and the year-ended September 30, 2011. This discussion contains certain forward-looking information and statements. Please see “Risk Factors” and “Cautionary Statement on Forward-Looking Information and Statements” for a discussion of the risks, uncertainties and assumptions relating to this information and these statements. This information and these statements are subject to significant risks and uncertainties that may cause projected results or events to differ materially from actual results or events.

    In this discussion, the terms “Company”, “we”, “us” and “our” refer to the Company and, as applicable, the Company’s wholly-owned subsidiaries Energy Fuels Resources Corporation (“EFRC”), Energy Fuels Holdings Corp. (previously known as Denison Mines Holdings Corp.) (“EFHC” or “DMHC”), White Canyon Uranium Ltd. (“White Canyon”); Magnum Uranium Corp. (“Magnum Uranium”) and Titan Uranium Inc. (“Titan”). The financial information in this discussion and analysis is derived from the Company’s unaudited condensed consolidated interim financial statements prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”, using accounting standards as issued by the International Accounting Standards Board, under International Financial Reporting Standards (“IFRS”). All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

    Additional Information

    Additional information relating to Energy Fuels Inc., including all public filings and financial statements, are available on SEDAR at www.sedar.com , and on the Company’s website at www.energyfuels.com .

    Stephen P. Antony, P.E., President & CEO of the Company, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the exploration information and technical disclosure in this MD&A.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 2

    QUARTER ENDED JUNE 30, 2012 SIGNIFICANT EVENTS

    Acquisition of the U.S. Mining Division of Denison Mines Corp.

    On June 29, 2012, the Company completed the acquisition of all of Denison Mining Corp.’s (“Denison”) mining assets and operations located in the United States (“US Mining Division”). The Company acquired the US Mining Division, through the acquisition of all of the issued and outstanding shares of DMHC and White Canyon.

    In the transaction (“Transaction”): (a) Energy Fuels acquired (i) all of the issued and outstanding shares of DMHC and White Canyon (collectively, the “Acquired Shares”), and (ii) an assignment of all amounts owing to Denison or any affiliate of Denison (other than DHMC, White Canyon or any direct or indirect subsidiary of DMHC) (the “Acquired Debt”), and issued to Denison in consideration for the Acquired Shares and the Acquired Debt, 425,440,872 common shares of Energy Fuels (the “EFI Share Consideration”); and (b) immediately after the issuance of the EFI Share Consideration to Denison, Denison completed the Denison Arrangement under the Business Corporations Act (Ontario), pursuant to which it completed a reorganization of its capital and distributed the EFI Share Consideration to Denison shareholders on a pro rata basis as a return of capital in the course of that reorganization. Upon the completion of the Transaction, two additional directors, as agreed between Denison and Energy Fuels, were appointed to the board of directors of Energy Fuels.

    DMHC, through its wholly-owned subsidiaries, holds mineral properties located in Colorado, Utah, and Arizona, including four currently producing mines and DMHC owns and operates the White Mesa Mill, located near Blanding, Utah. This 2,000 ton per day facility is the only operating conventional uranium mill in the United States.

    According to NI 43-101 technical reports filed on SEDAR by the Company, the US Mining Division properties contain Measured and Indicated Mineral Resources of approximately 12,800,000 lbs. U 3 O 8 contained in 2,410,000 tons averaging 0.27% eU 3 O 8 and Inferred Mineral Resources of approximately 12,255,100 lbs. U 3 O 8 contained in 1,998,400 tons averaging 0.31% eU 3 O 8 .

    The transaction is being accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction Energy Fuels now meets the criteria of a business. In addition, post-transaction, Energy Fuels will still maintain eight of the ten board seats, the majority of senior management posts, and the overall control of the day-to-day activities of the combined entities. The accounting for the acquisition has been done on a preliminary basis taking into account the information available at the time these consolidated financial statements were prepared.

    C$8.1 Million Private Placement

    On June 21, 2012, the Company completed a private placement of 35,500,500 non-transferable subscription receipts (“Subscription Receipts”) at a price of C$0.23 per Subscription Receipt for gross total proceeds of C$8,165,115. Each Subscription Receipt was exchangeable into one unit of the Company (“Unit”). Each Unit consisted of one common share and one-half of one warrant (each whole warrant a “Warrant”). Each whole Warrant entitles the holder to purchase one additional common share at a price of C$0.265 until June 22, 2015. The net proceeds were placed into an escrow and released to the Company on June 29, 2012, after the satisfaction of certain conditions related to the acquisition of the US Mining Division. The Company will use the net proceeds of $7.1 million for working capital and general corporate purposes related to operations of the US Mining Division.

    C$22 Million Convertible Debenture Financing (subsequent to quarter end)

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 3

    QUARTER ENDED JUNE 30, 2012 SIGNIFICANT EVENTS (continued)

    On June 26, 2012, the Company entered into an agreement with a syndicate of underwriters whereby the underwriters agreed to purchase, on a bought deal basis, 22,000 floating-rate convertible unsecured subordinated debentures (“Debentures”) at a price per Debenture of C$1,000 for total gross proceeds of C$22.0 million (the “Offering”). The Offering closed on July 24, 2012, and the Company received proceeds of C$20.6 million, net of the underwriters fees and expenses. The Company will use the net proceeds of the Offering for sustaining capital for the Company's existing mine operations, mine permitting and development of the Company's existing properties, repayment of certain indebtedness, and for working capital and general corporate purposes.

    Piñon Ridge Mill Project (subsequent to quarter end)

    On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and the Company on the ten substantive environmental, health and safety claims in the case challenging CDPHE’s issuance of a radioactive materials license (“Piñon Ridge License”) for the Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering a time-limited administrative hearing on the issuance of the Pinõn Ridge License. The Pinõn Ridge License has been set aside, pending the outcome of the hearing. The hearing must be convened within 75 days of July 5, 2012 and a new Piñon Ridge License decision must be issued by CDPHE within 270 days of July 5, 2012.

    OUTLOOK

    OVERVIEW AND DESCRIPTION OF BUSINESS

    Energy Fuels is a Toronto, Ontario based uranium and vanadium exploration, mineral development and production company listed on the Toronto Stock Exchange; trading symbol: ‘EFR’. The Company’s principal place of business and head office of the Company’s US subsidiaries is based in Lakewood, Colorado. The Company’s mission is to grow and operate a sustainable fully-integrated uranium and vanadium production company through exploration, development, mining, milling and sales, primarily targeting immediately economic uranium properties on the Colorado Plateau (Colorado, Utah and Arizona) and Wyoming.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 4

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Colorado Plateau

    The Colorado Plateau contains the highest grades of uranium in the United States and has seen the most historic uranium production of any region in the United States. In the 42 years between 1948 and 1990, approximately 250 million pounds of natural uranium (“U 3 O 8 ”) were produced from Colorado and Utah, an average of about 6 million pounds per year. This production ceased only because uranium prices would no longer support the costs of production, not because of resource depletion. Substantial uranium and vanadium resources remain to be developed on the Colorado Plateau.

    The Company has strategically focused on the Colorado Plateau for the following reasons:

    In addition to the mines acquired from Denison, the Company has two fully-permitted mines in its pre-existing mineral property portfolio. The Whirlwind Mine is located in the Northern Uravan Mineral Belt approximately 4 miles southwest of Gateway, Colorado. The Energy Queen Mine is located in the La Sal Mineral Belt near the town of La Sal, Utah.

    In July 2007, Energy Fuels acquired an 880 acre site approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which to build the Piñon Ridge Uranium and Vanadium Mill (“Piñon Ridge Mill”). The Piñon Ridge Mill site is large enough to accommodate a mill that processes 500 tons of ore per day for at least 40 years. The ore will be supplied from a regional resource base (in Colorado, Utah, Arizona, and New Mexico) estimated by the United States Energy Information Administration (“EIA”) in 2008 to contain up to 86 million tons of ore at an average grade of 0.142% (242 million lbs. of U 3 O 8 at a price of $50.00/lb) . While the Piñon Ridge Mill is designed to process 500 tpd of ore, it could be expanded to a 1,000 tpd production rate if market conditions warrant. Expansion to 1,000 tpd would require application for permit modifications and be subject to the regulatory processes associated therewith.

    On January 5, 2011, Energy Fuels was granted conditional approval by CDPHE for the Pinõn Ridge License for the 500 ton per day Piñon Ridge Mill facility. On March 7, 2011, the Company was issued a Final Radioactive Materials License. As mentioned above, the license of the Piñon Ridge Mill was recently set aside by the Denver District Court, pending the outcome of a hearing. The hearing is scheduled for November 2012, and a new licensing decision by CDPHE is expected by April 3013.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 5

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Colorado Plateau (continued)

    The 2000 tpd White Mesa Mill located near Blanding, Utah acquired from Denison as part of the US Mining Division is also located on the Colorado Plateau near the Company’s mines, and is the only operating uranium mill in the United States.

    Wyoming

    In February 2012, the Company expanded its regional focus to Wyoming with the acquisition of Titan and its Sheep Mountain Project located 8 miles south of Jeffrey City, Wyoming. The Company intends to continue Titan’s permitting plan. The Sheep Mountain Project includes redevelopment of the existing underground Sheep Mountain uranium mine, as well as development of an open pit mine and operation of a proposed uranium heap leach and processing facility, which will be capable of producing up to 1.5 million pounds of U 3 O 8 per year.

    A Plan of Operation (“PO”) was submitted and has been accepted as complete by the U.S. Bureau of Land Management (“BLM”), and preparation of an Environmental Impact Statement (“EIS”) is underway with completion anticipated for late-2013. The Company plans to submit a revision of its existing Mine Permit 381C to the Wyoming Department of Environmental Quality (“WDEQ”) in late-2012, which is currently under review by WDEQ. The permit revision will address improvements to the mine plan, including the proposed uranium recovery facility.

    Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is at an advanced stage of development. This license will allow the Company to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The Company plans to submit the license application in 2013. The subsequent review and approval process for this license by NRC is anticipated to take approximately 24 months.

    Growth & Financing

    The Company’s property acquisition and exploration activities have been oriented in the short-term to expanding the current resource base in the Colorado Plateau, Wyoming and across the Western United States. The successful close of the Denison Transaction has been a big step in meeting these objectives and has achieved the Company’s goal of near-term production.

    In the long-term, the Company will continue to pursue opportunities to consolidate and grow its resource position within the Colorado Plateau, Wyoming and the western United States as they become available and as capital permits. In this regards, the Company intends to continue to explore the Arizona Strip in northern Arizona for high grade ore deposits in geologic structures known as breccia pipes. However, in January 2012 the United States Department of Interior (“DOI”) withdrew over 1 million acres on the Arizona Strip from new mineral development for the next 20 years. Though the DOI’s action affects some potentially high-value targets identified by the Company, it does not affect other targets of the Company located on state lands and on federal lands west and south of the withdrawal area or the recently acquired Denison Arizona Strip mines and mineral properties.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 6

    OVERVIEW AND DESCRIPTION OF BUSINESS (continued)

    Growth & Financing (continued)

    Management will continue to pursue and evaluate strategic options, including partnerships, joint ventures and acquisition opportunities that enhance shareholder value and which fit within the Company’s mineral resource development strategy. In the past, funding for exploration and development operations has been obtained through equity offerings. Future operations (and the ability to meet mineral property option commitments) are dependent upon the Company’s continuing ability to finance expenditures and achieve profitable operations. The Company continues to evaluate other funding sources such as debt, joint ventures, non-core asset divestitures, strategic partnerships and project financing to finance its growth.

    ACQUISITION OF THE US MINING DIVISION OF DENISON MINES CORP.

    On May 23, 2012, the Company and Denison entered into an Arrangement Agreement (“Arrangement”) for the acquisition by EFI (the “Acquisition”) of (i) all of the issued and outstanding shares of DMHC held by Denison, (ii) all of the issued and outstanding shares of White Canyon, and (iii) all indebtedness of DMHC, White Canyon and their direct and indirect subsidiaries (collectively, the (“Denison US Group”) owing to Denison and any affiliates of Denison (other than members of the Denison US Group).

    The shareholders of EFI and the shareholders of Denison approved the Arrangement at their respective Special Meetings held on June 25, 2012. The Arrangement was approved by the Toronto Stock Exchange on June 7, 2012 and was approved by the Ontario Superior Court of Justice on June 27, 2012. The acquisition was completed on June 29, 2012.

    DMHC and White Canyon hold mineral properties located in Colorado, Utah, and Arizona, including four (4) currently producing mines. In addition, DMHC owns and operates the White Mesa Mill, located near Blanding, Utah. This 2,000 ton per day facility is the only operating conventional uranium mill in the US.

    EFI believes that the acquisition of the US Mining Division will provide a number of substantial benefits for the shareholders of the Company, including the following:

  •  
  • Creation of the largest pure-play conventional uranium producer and one of the largest holders of National Instrument 43-101 (“NI 43-101”) compliant U.S. based uranium resources;

  •  
  • 2012 production forecasts totalling greater than 25% of total U.S. estimated production.

  •  
  • Measured and Indicated Resources of 49.8 million lbs. of U 3 O 8 , plus Inferred Resources of 17.9 million lbs. of U 3 O 8 .

  •  
  • U.S. focus provides compelling fundamentals: domestic consumption of 55 million lbs. U 3 O 8 per year vs. domestic production of only 4 million lbs. of U 3 O 8 per year;

  •  
  • Clear operational synergies and capital efficiencies to increase production;

  •  
  • Combination of mining and development assets which will accelerate the rate of development of EFI mines, provide higher throughput of mill feed, and extend the number of years of production at the White Mesa Mill;

  •  
  • Substantial vanadium by- product from the White Mesa Mill and Colorado Plateau Properties, where historic vanadium to uranium ratios have averaged approximately 5:1;

  •  
  • Combined management expertise with combined uranium mining and processing experience;

  •  
  • EFI’s Sheep Mountain Project is an advanced- stage development asset which provides flexibility to bring an additional 1.5 million lbs. per year of U.S.-produced U 3 O 8 online; and

  •  
  • Creation of a strategic platform for continued uranium consolidation within the U.S.

    The U.S. Mining Division

    All of Denison's U.S. assets acquired by the Company are held directly or indirectly through the Company’s wholly-owned subsidiary DMHC. DMHC holds its uranium mining and milling assets through subsidiaries, as follows:

    a)

    the White Mesa Mill, a 2,000-ton per day uranium and vanadium processing plant near Blanding, Utah through EFR White Mesa LLC;


     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC . 7

    ACQUISITION OF THE US MINING DIVISION OF DENISON MINES CORP (continued)

    The U.S. Mining Division (continued)

    b)

    the Colorado Plateau mines, straddling the Colorado and Utah border, through EFR Colorado Plateau LLC;

    c)

    the Daneros uranium mine in the White Canyon district of southeastern Utah, and other exploration properties through EFR White Canyon Corp. ;

    d)

    the Arizona Strip properties through EFR Arizona Strip LLC;

    e)

    the Henry Mountains uranium complex in southern Utah and other exploration properties through EFR Henry Mountains LLC;

    f)

    miscellaneous properties through EFR Properties LLC; and

    g)

    All of the U.S. properties are operated by Energy Fuels Resources (USA) Inc., a wholly-owned subsidiary of Energy Fuels Holdings Corp.

    The White Mesa Mill in Utah is the only conventional uranium mill currently operating in the U.S. It is fully licensed and permitted to process 2,000 tons per day, producing up to 8 million lbs. of uranium per year. A vanadium co-product recovery circuit allows for the processing of vanadium ore within the Colorado Plateau mines, and its central location allows for hauling of uranium ore from Arizona, Utah, Colorado, and New Mexico.

    The Arizona Strip has higher grade resources from breccia pipes. The Arizona 1 mine is currently producing. A second mine (Pinenut) is expected to open later in 2012. Shaft sinking is expected to begin at the Canyon mine in the fourth quarter 2012, and the EZ1 & EZ2 properties are progressing through permitting.

    The Daneros, Beaver and Pandora mines, located in southeastern Utah are also currently producing.

    The Henry Mountains Complex in Utah consists of the Bullfrog and Tony M deposits and represents the largest resource (12.8 million lbs. Indicated Resources, 8.1 million lbs. Inferred Resources) in the US Mining Division acquired by the Company. Currently the complex is on care and maintenance. It was fully permitted in September 2007 and has excellent infrastructure, access, and is production ready. Haulage to the White Mesa Mill is along County and State highways.

    The technical information in this document regarding the Henry Mountains Complex was prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and is extracted from the technical reports prepared for Denison titled "Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex, Utah, USA" dated March 19, 2009, and "Technical Report on the Henry Mountains Complex Uranium Project, Utah, U.S.A." dated June 27, 2012, which are filed on Denison's SEDAR profile and are available for viewing at www.sedar.com .

    WYOMING SHEEP MOUNTAIN PROJECT

    Overview and History

    The Sheep Mountain Project was acquired on February 29, 2012, as a result of the merger transaction between EFI and Titan. Titan acquired the Sheep Mountain property in two transactions in 2009. A 50% working interest was acquired from Uranium Power Corp. (“UPC”) on July 31, 2009. The remaining 50% was owned by Uranium One which was UPC’s joint venture partner for the property. On October 1, 2009, Titan acquired Uranium One’s 50% working interest in the property, giving Titan 100% interest.

    The Sheep Mountain Project is located 8 miles south of Jeffrey City, Wyoming within the Wyoming Basin physiographic province at the northern edge of the Great Divide Basin in central Wyoming. The mineral properties are comprised of 179 unpatented mining claims on land administered by the BLM, approximately 640 acres of State of Wyoming leases and approximately 630 acres of private lease lands. The combination of land holdings comprises approximately 4,475 acres and gives Titan mineral rights to resources as defined in the Congo Pit and the Sheep Underground mine areas.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 8

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Overview and History (continued)

    The Sheep Mountain mine was operated as an underground and open pit mine at various times in the 1970’s and 1980’s. 5,063,813 tons of ore was mined and milled, yielding 17,385,116 pounds of uranium at an average grade of 0.17% eU 3 O 8 . Mining was suspended in 1988 and the mine has been in care and maintenance since that time.

    Feasibility and Resource Studies

    On March 1, 2012, EFI announced the results of the 2012 Prefeasibility Study (“2012 PFS”) for the Sheep Mountain Project which increased the Probable Mineral Reserve to 18.4million lbs. U 3 O 8 (7.5 million tons at an average grade of 0.123% eU 3 O 8 ). Total Indicated Resource is 12.9 million tons containing 30.3 million lbs. U 3 O 8 at an average grade of 0.117% eU 3 O 8 . Under the 2012 PFS, the Base Plan design provides for concurrent development of both the underground and open pit deposits. The Base Plan generates a pre-tax IRR of 42%, with a NPV of $201 million at a 7% discount rate, and a NPV of $146 million at a 10% discount rate. Initial CAPEX is $109 million.

    EFI is considering a Modified Plan which would require a much reduced initial capital investment of $61 million. The Modified Plan initially develops the open pit only, and delays producing the underground deposit until the 5th year of operations. The Modified Plan would generate a pre-tax IRR of 35%, with NPV’s of $174 million at a 7% discount rate and $118 million at a 10% discount rate.

    Highlights of the 2012 PFS Base Plan include:

    Estimated pre-tax payback period: 3 years, at a discount rate of 5%, as compared to the originally reported 5 years at the same discount rate.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 9

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Feasibility and Resource Studies (continued)

    Pre-tax NPV and IRR sensitivities are as follows:

    Base Plan - Open Pit and Underground  
    Selling Price (USD/pound) -- $60.00 $65.00 $70.00
    Pre-tax NPV @ 5% discount rate -- $202 MM $249 MM $296 MM
    Pre-tax NPV @ 7% discount rate -- $161 MM $201 MM $240 MM
    Pre-tax NPV @ 10% discount rate -- $115 MM $146 MM $176 MM
    Pre-Tax IRR -- 36% 42% 48%

    In summary, the primary changes in the 2012 PFS that improve economics are:

    The 2012 PFS was prepared by a group of consultants led by BRS Inc., an independent engineering consulting firm based in Riverton, Wyoming, in collaboration with Western States Mining Consultants and Lyntek Inc. This group also prepared the 2010 PFS. The 2012 PFS was filed on SEDAR on April 13, 2012.

    Permitting

    In June 2010, Titan commenced baseline environmental studies to support an application to the NRC for a Source Material and By-product Material License. Work was also initiated on a revision to the existing WDEQ Mine Permit as well as a PO for the BLM. Baseline studies include wildlife and vegetation surveys, air quality and meteorological monitoring, ground and surface water monitoring, radiological monitoring, and cultural resource surveys.

    Submission of the PO to the BLM was made in June 2011. The PO has been accepted as complete by BLM, and preparation of an Environmental Impact Statement is underway, with completion anticipated for early to mid-2013.

    In October 2011, Titan submitted a draft revision to its existing Mine Permit 381C to WDEQ. WDEQ then provided Titan with review comments as part of its “courtesy review”. The permit revision, which will be resubmitted in late-2012, will include expansion of surface and underground mining operations, as well as the addition of the uranium recovery facility.

    Development of an application to the NRC for a combined Source Material and By-product Material License to construct and operate the uranium recovery facility is at an advanced stage of development. This license will allow Titan to process the uranium ore and produce yellowcake at the Sheep Mountain Project site. The draft application to NRC for a Source Material license was reviewed in detail by the NRC in October 2011. The NRC audit report identified areas where additional information is to be provided. Titan anticipates the final application will be submitted in 2013. The review and approval process for this license by the NRC is anticipated to take approximately 24 months.

    Further details on Titan’s Sheep Mountain Project may be obtained in technical reports filed under Titan’s profile on www.sedar.com , and on the Company’s web site www.energyfuels.com .

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 10

    WYOMING SHEEP MOUNTAIN PROJECT (continued)

    Permitting (continued)

    After the close of the acquisition of Titan on February 29, 2012, the Company continued Titan’s environmental and permitting activities. For the quarter ended June 30, 2012, $244,000 in expenditures were incurred at the Sheep Mountain Project, comprised of consulting costs for finalization of the 2012 PFS and for environmental and permitting projects.

    COLORADO PLATEAU – PIÑON RIDGE MILL PROJECT

    On January 5, 2011, Energy Fuels was granted conditional approval by the CDPHE for the Pinõn Ridge License for the 500 ton per day Piñon Ridge Mill facility to be constructed twelve (12) miles west of Naturita, Colorado in western Montrose County. On March 7, 2011, the CDPHE issued the Company a final license. The approval of the Pinõn Ridge License by CDPHE was a highly significant milestone for Energy Fuels to achieve, allowing the Company to build and operate the Piñon Ridge Mill, the first conventional uranium mill to be constructed in the U.S. in over 30 years. The only remaining primary permit for the Mill is an air quality permit from the Colorado Air Pollution Control Division (“CAPCD”).

    On February 4, 2011 a non-government organization based in Telluride, Colorado called Sheep Mountain Alliance (“SMA”) filed an appeal of the Pinõn Ridge License decision in state court. On March 30, 2011, SMA amended their complaint based on the final license issued on March 7, 2011. On November 7, 2011, the Towns of Telluride and Ophir (“Towns”) intervened in the case as additional plaintiffs challenging the Pinõn Ridge License decision.

    On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the CDPHE and the Company on the ten substantive environmental, health and safety claims in the case challenging CDPHE’s issuance of a radioactive materials license for the Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, SMA and the Towns, on one procedural claim, ordering a time-limited administrative hearing on the issuance of the Pinõn Ridge License. The Pinõn Ridge License has been set aside, pending the outcome of the hearing. The hearing must be convened within 75 days of July 5, 2012 and a new licensing decision must be issued by CDPHE within 270 days of July 5, 2012.

    During the quarter ended June 30, 2012, the Company expended $95,000 for activities related to the Piñon Ridge Mill licensing process. Since acquisition of the mill property and inception of the mill permitting process in July 2007, the Company has spent $13.3 million on the licensing process through June 30, 2012. These expenditures have been capitalized on the statement of financial position and are comprised of $1.3 million for property acquisition costs and $12.0 million for costs related to developing the data required for the Pinõn Ridge License, including site and environmental baseline characterization data, facility design and construction engineering plans, and costs for obtaining other key permits such as the Special Use Permit from Montrose County and the air quality permits from the CAPCD.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC . 11

    COLORADO PLATEAU – MINE DEVELOPMENT AND MINERAL PROPERTIES

    Mine Development

    Whirlwind Mine

    The Whirlwind Mine is a fully-permitted mine that consists of 216 leased unpatented lode claims and a Utah State lease (approx. 4,700 acres) in Mesa County, Colorado and Grand County, Utah. The mine’s portal is located approximately four (4) miles southwest of Gateway, Colorado and within trucking distance of the White Mesa Mill. The NI 43-101 indicated mineral resource at the Whirlwind Mine is 187,849 tons containing 1,095,422 lbs. U 3 O 8 (0.30%) and 3,598,438 lbs. V 2 O 5 (0.97%) and the NI 43-101 inferred mineral resource is 437,100 tons containing 2,000,000 lbs. U 3 O 8 (0.23%) and 6,472,000 lbs. V 2 O 5 (0.72%) .

    During the quarter ended June 30, 2012, the Company continued to perform environmental and permit compliance activities, safety inspections, and equipment and facilities maintenance. The Company incurred $48,000 in expenditures at the Whirlwind Mine, which was comprised of development/standby and permit compliance costs.

    The Whirlwind Mine is currently in a position to “turn-on” and can begin production within approximately 60 - 90 days of a decision to proceed. Such a decision will be based on the prevailing market conditions for uranium and vanadium. In addition, the requisite capital must be available to the Company before it can move the Whirlwind Mine into production.

    Further details on the Whirlwind Mine may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Energy Queen Mine

    The Energy Queen Mine is a fully-permitted mine located near the west end of the La Sal Mineral Belt, approximately three (3) miles west of the town of La Sal, Utah and adjacent to the producing Beaver and Pandora mines acquired from Denison. The Energy Queen mine is within trucking distance of the White Mesa Mill. It consists of 702 acres of leased land. The mine facilities include a steel head-frame, a 785-foot deep shaft, hoist, and other infrastructure constructed by prior owners. Bids for refurbishing the in-place facilities and cost estimates for materials and supplies have been obtained and developed for rehabilitating the Energy Queen Mine. The NI 43-101 measured mineral resource at the Energy Queen Mine is 136,870 tons containing 789,960 lbs. U 3 O 8 (0.29%) and 3,446,690 lbs. V 2 O 5 (1.26%), the indicated mineral resource is 86,820 tons containing 605,925 lbs. U 3 O 8 (0.35%) and 2,582,950 lbs. V 2 O 5 (1.49%) and the NI 43-101 inferred mineral resource is 67,780 tons containing 366,250 lbs. U 3 O 8 (0.27%) and 1,804,460 lbs. V 2 O 5 (1.33%) .

    During the quarter ended June 30, 2012, the Company continued to perform all environmental and permitting compliance activities, safety inspections, equipment and facilities maintenance, and security at the mine site. The Company expended $101,000 at the Energy Queen Mine, which was comprised of development/standby and permit compliance costs.

    Further details on the Energy Queen Mine may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

    Sage Plain Project

    In FY 2011 the Company, along with its Colorado Plateau Partners LLC (“CPP”) joint venture partner, Lynx-Royal (a subsidiary of Aldershot Resources Ltd., ALZ: TSX-V), acquired several close-spaced and contiguous properties in an area of south-eastern Utah and south-western Colorado known as the Sage Plain District. These properties are located in the southern extension of the Uravan Mineral Belt containing historic resources of sandstone-hosted uranium-vanadium deposits characterized by high vanadium to uranium ratios. The Sage Plain Project contains two historic producing mines, the Calliham Mine and the Sage Mine. The Company has now assembled sufficient contiguous historical resource acreage to begin permitting and developing these two mines. The Company anticipates submitting the permit applications and mine operating plans to Utah’s Division of Oil, Gas, and Mining by late-2012.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC . 12

    COLORADO PLATEAU – MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mine Development (continued)

    Sage Plain Project (continued)

    The Sage Plain Project is comprised of 5,635 acres, including approximately 1,680 acres of fee land (Calliham Lease acquired January 2011, Crain Lease acquired May 2011, and Skidmore Property acquired October 2011), about 2,013 acres of Utah State Lease land, and approximately 1,942 acres of unpatented mining claims on BLM land. All of these properties, with the exception of the Skidmore Property, are owned by CPP. The Skidmore Property is 100% owned by the Company. In addition, during the quarter the Company acquired the portal of the Calliham Mine. This property is approximately 80-acres in size and includes the access from the public road to the mine.

    In accordance with the terms of the CPP joint venture agreement, in October 2011 the Company proposed to assign the Skidmore Property to CPP. On November 23, 2011, Lynx-Royal declined the offer to participate. As a result, the development and production expenditures related to the Skidmore Property will be funded 100% by Energy Fuels, while the development and production expenditures related to the Calliham, Crain and Sage Leases will be borne by CPP. As the contractual operator of any mines developed by CPP, Energy Fuels will have the authority to direct all production from the Sage Plain Project as feed for the Piñon Ridge or White Mesa Mill. The Sage Plain Project is within trucking distance of the White Mesa Mill.

    In total, the Sage Plain Project contains 642,971 tons of Measured and Indicated Mineral Resource with an in-place grade of 0.22% eU 3 O 8 and 1.39% V 2 O 5 (2,833,795 lbs. U 3 O 8 and 17,829,289 lbs. V 2 O 5 ). Additionally, Inferred Mineral Resources are estimated at 49,136 tons with an in-place grade of 0.184% eU 3 O 8 and 1.89% V 2 O 5 (181,275 lbs. U 3 O 8 and 1,854,034 lbs. V 2 O 5 ).

    Energy Fuels’ share of the combined Project Measured and Indicated Mineral Resources is 439,093 tons containing 1,975,704 lbs. U 3 O 8 (0.225% eU 3 O 8 ) and 12,224,227 lbs. V 2 O 5 (1.39% V 2 O 5 ). Energy Fuels’ portion of Inferred Mineral Resources is 24,568 tons containing 90,638 lbs. U 3 O 8 (0.184% eU 3 O 8 ) and 927,017 lbs. V 2 O 5 (1.89% V 2 O 5 ).

    CPP began permitting activities for the Sage Plain Project during the first quarter of 2012. During the quarter ended June 30, 2012, the Partnership expended $127,000 for permitting and development work on the Sage Plain Project.

    Further details on the Sage Plain Project may be obtained in technical reports filed on www.sedar.com or on the Company’s web site www.energyfuels.com .

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 13

    COLORADO PLATEAU – MINE DEVELOPMENT AND MINERAL PROPERTIES (continued) Mineral Properties The Company holds mineral properties in the Western U.S. and in Saskatchewan as follows:

              APPROX.  
    MINERAL PROPERTIES   CLAIMS     ACRES  
    COLORADO PLATEAU (1)   3,219     79,497  
    WYOMING   955     25,557  
    ARIZONA STRIP (2)   285     6,026  
    OTHER U.S.   18     360  
    CANADA (3)   23     33,504  
    TOTAL -- MINERAL PROPERTIES   4,500     144,944  

    (1)

    Includes Whirlwind Mine, Energy Queen Mine, Sage Plain, and EFHC properties discussed above.

    (2)

    Includes the EFHC Arizona Strip properties.

    (3)

    Excludes Titan’s Canadian mineral properties which Titan sold to Mega Uranium on February 23, 2012 as discussed above.

    The Colorado Plateau

    As noted, the Company’s strategic plan has been to become a fully-integrated U.S. uranium and vanadium producer, primarily from properties located in the western U.S. The successful close of the Denison Transaction has been a big step in meeting these objectives, and has achieved the Company’s goal of near-term production. Mineral properties in Colorado are located primarily within the Uravan Mineral Belt. The Company’s Utah mineral properties are located in the Uravan Mineral Belt, the La Sal – Energy Queen District, the Moab District, the San Rafael District, the Henry Mountains District and the White Canyon District, with the White Mesa Mill located near Blanding, Utah. In the state of Arizona, the Company has acquired the Arizona 1 producing mine, the fully permitted Pinenut and Canyon mines and the EZ1/EZ2 and other properties in the permitting stage. Exploration activities on the Arizona Strip are conducted by the Arizona Strip Partners LLC (“ASP”), a joint venture formed in June 2008 with Royal USA Inc. (“Royal”), a subsidiary of Aldershot Resources Ltd. of Vancouver, British Columbia (ALZ:TSX-V). ASP’s mineral properties are comprised of claims located solely in northern Arizona.

    During the quarter ended June 30, 2012, the Company’s investment in its Colorado Plateau mineral properties, excluding the properties acquired from Denison, totalled $60,000, of which $48,000 was related to the Whirlwind Mine activities discussed above.

    Net investment in the Utah properties, excluding the properties acquired from Denison, totalled $112,000, of which $101,000 related to the Energy Queen Mine activities. $127,000 was spent by the Colorado Plateau JV on the Sage Plain Project. Total net investment in the Colorado Plateau properties, excluding the properties acquired from Denison, was $172,000 and $127,000 by the CPP. Net investment includes property holding costs, advance royalties, mine development costs, and exploration and evaluation expenses, less property write-downs for abandoned claims.

    Under the U.S. Department of Energy’s (“DOE”) Uranium Leasing Program (“ULP”), the Company leases seven (7) tracts and CPP leases one (1) tract, each of which contain highly prospective uranium and vanadium resources. On October 18, 2011, a federal judge ordered that the DOE conduct an Environmental Impact Statement of the program. The Environmental Impact Statement actually began in June 2011 and is anticipated to take approximately two (2) years. During those two years, no exploration, reclamation, or mine development may occur on the ULP properties. Neither Energy Fuels nor CPP has immediate plans to

     
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    ENERGY FUELS INC. 14

    COLORADO PLATEAU – MINE DEVELOPMENT AND MINERAL PROPERTIES (continued)

    Mineral Properties (continued)

    The Colorado Plateau (continued)

    develop mines on these lease tracts, so the Court’s decision is not anticipated to have a material effect on the Company.

    Arizona Strip Exploration

    In June 2012, the partners of ASP approved the FY 2013 (July 2012 – June 2013) budget with expenditures totalling $100,000. The funding for the FY 2013 budget will be provided by Royal for earn-in credit.

    Cash expenditures for the ASP during the Company’s quarter ended June 30, 2012 were $17,000. These expenditures were funded by Royal for their earn-in credit as required by the joint venture agreement. At June 30, 2012, Royal had funded $1,720,000 of their $1,900,000 earn-in obligation.

    On January 9, 2012, U.S. Interior Secretary Ken Salazar signed the Record of Decision prohibiting hard rock mining, including uranium mining, on 1,006,545 acres of land on the Arizona Strip for the next 20 years, including land in Mohave and Coconino Counties, Arizona. The withdrawal does not impact approved uranium mines and valid existing rights, such as the Company’s newly acquired Arizona 1, Pinenut and Canyon mines, which are all located within the withdrawal area, and which continue to be permitted for mining. The BLM anticipates that up to eleven (11) existing and proposed uranium mines and breccia pipes within the withdrawal area may still be developed. In addition, the withdrawal does not affect lands managed by the state of Arizona or private lands. The withdrawal affects approximately two-thirds of the claims held by ASP, including certain potentially high-value targets identified through a VTEM survey, satellite imagery, and detailed geologic mapping. The withdrawal does not impact other material properties and high-value targets of ASP on state lands or mining claims outside the withdrawal area to the south and west.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 15

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with the quarter ended June 30, 2012 are below. For prior quarters ending after October 1, 2010, the quarterly results have been restated to reflect accounting policies consistent with IFRS. Quarterly results for quarters ended before October 1, 2010 have been prepared in accordance with Canadian GAAP.

        June 30     Mar 31     Dec 31     Sept 30  
        2012     2012     2011     2011  
    $000, except per share data   $   $     $     $    
    Net Income (loss)   35,882     (2,414 )   (590 )   (259 )
    Basic & diluted net income (loss) per share   0.16     (0.02 )   (0.00 )   (0.00 )

        June 30     Mar 31     Dec 31     Sept 30  
        2011     2011     2010     2010  
    $000, except per share data $     $     $     $    
    Net Income (loss)   (2,338 )   (301 )   (705 )   (1,685 )
    Basic & diluted net income (loss) per share   (0.02 )   (0.00 )   (0.01 )   (0.02 )

    RESULTS OF OPERATIONS

    Three Months Ended June 30, 2012 Compared with the Three Months Ended June 30, 2011

    For the quarter ended June 30, 2012 (the “Current Quarter”), the Company recorded net income (before comprehensive loss) of $35,882,000, an increase of $38,265,000 compared to the $2,383,000 loss recorded in the prior year quarter ended June 30, 2011 (the “Prior Quarter”). This change from the Prior Quarter was primarily due to:

     
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    ENERGY FUELS INC. 16

    RESULTS OF OPERATIONS (continued)

    Three Months Ended June 30, 2012 Compared with the Three Months Ended June 30, 2011 (continued)

    Nine Months Ended June 30, 2012 Compared with the Nine Months Ended June 30, 2011

    For the nine months ended June 30, 2012 (the “Current YTD Period”), the Company recorded net income (before comprehensive loss) of $32,878,000, an increase of $29,489,000 compared to the net loss of $3,389,000 recorded for the nine months ended June 30, 2011 (the “Prior YTD Period”). This change from the Prior YTD Period was due primarily to:

    Impairment of Pinõn Ridge Mill

    As a result of the acquisition of the US Mining Division which resulted in the Company acquiring the fully operational White Mesa Mill, the Company assessed the recoverable amount of the Pinõn Ridge Mill site for which the Company is incurring costs to obtain the Piñon Ridge License. The Company estimated the recoverable amount of the Pinõn Ridge Mill site based on fair value less cost to sell, considering comparable sales price per acre for nearby land. Based on the assessment, the carrying value of the Pinõn Ridge mill was determined to be $12.0 million higher than its recoverable amount, and an impairment loss was recognized in profit and loss.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 17

    RESULTS OF OPERATIONS (continued)

    Impairment of Pinõn Ridge Mill (continued)

    While the impairment assessment was required for compliance with International Accounting Standard 36 Impairment of Assets , the Company plans to vigorously pursue perfection of the License, which was set aside pending the outcome of a time-limited administrative hearing on the issuance of the Piñon Ridge License ordered by Denver District Court John N. McMullen on June 13, 2012. The Company continues to believe that the Piñon Ridge License has long-term strategic value and that the Piñon Ridge License provides the Company with optionality for additional production capacity when market conditions cause additional ore sources to come on line.

    LIQUIDITY AND CAPITAL RESOURCES

    The Company has financed its operations from inception primarily through the issuance of equity securities. In conjunction with the acquisition of Denison’s US Mining Division, the Company pursued and closed two financings for purposes of providing working capital to support mine and mill operations and for sustaining capital for the Company’s existing mine operations, mine permitting and development of the Company’s existing properties, repayment of certain indebtedness and for general corporate purposes.

    On June 21, 2012, the Company completed a private placement of 35,500,500 non-transferable Subscription Receipts at a price of C$0.23 per Subscription Receipt for gross total proceeds of C$8,165,115. Each Subscription Receipt was exchangeable into one Unit of the Company. Each Unit consisted of one common share and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one additional common share at a price of C$0.265 until June 22, 2015. The net proceeds were placed into an escrow, and released to the Company on June 29, 2012, after the satisfaction of certain conditions related to the acquisition of the US Mining Division. The Company will use the net proceeds for working capital and general corporate purposes related to operations of the US Mining Division.

    On June 26, 2012, the Company entered into an agreement with a syndicate of Underwriters whereby the Underwriters agreed to purchase, on a bought deal basis, 22,000 floating-rate convertible unsecured subordinated Debentures at a price per Debenture of C$1,000 for total gross proceeds of C$22.0 million. The Offering closed on July 24, 2012, and the Company received proceeds of C$20.6 million, net of the Underwriters fees and expenses. The Company will use the net proceeds of the Offering for sustaining capital for the Company's existing mine operations, mine permitting and development of the Company's existing properties, repayment of certain indebtedness, and for working capital and general corporate purposes.

    Other key terms of the Offering and the Debentures are:

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 18

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    The Debentures will be accounted for as a financial liability. The Company intends to designate the entire instrument as a liability to be accounted for at fair value through profit or loss. At the time of issuance, the Debentures will be recorded at fair value, being the gross proceeds received. Transaction costs related to the issuance of the Debentures will be recognized immediately as an expense in the consolidated statement of operations. On an ongoing basis, the Company will measure the Debentures on each reporting date at fair value. Assuming that there is a liquid market for the Debentures, fair value will be determined based on market price. Gains or losses resulting from a change in the fair value of the Debentures will be recognized in the consolidated statement of operations. The periodic interest expense related to the Debentures will be included in finance costs in the consolidated statement of operations, which will impact earnings. A portion of the interest costs will be capitalized in accordance with IAS 23 Borrowing Costs should the Company have any qualifying assets. The Debentures will be re-measured at each reporting date with changes recognized in the consolidated statement of operations, which will impact earnings. In addition, expensing of transaction costs incurred in respect of the Offering will impact earnings in the current reporting period.

    Cash and Financial Condition

    As at June 30, 2012, the Company had cash resources, consisting of cash, deposits and short-term investments of $8,527,000, an increase of $6,392,000 compared to the March 31, 2012 balance of $2,135,000.

    The Company’s working capital as at June 30, 2012 was $38,995,000 compared to working capital of $1,212,000 on March 31, 2012. The increase in working capital of $37,783,000 was due primarily to $30,422,000 of working capital obtained as a result of the acquisition of the Denison US Mining Division and $7,137,000 in net proceeds received on June 29, 2012 from the private placement. Working capital for the Denison US Mining Division was primarily comprised of $42,310,000 of inventories offset by $11,837,000 of accounts payable and accrued liabilities.

    During the three month period ended June 30, 2012, the Company increased total cash resources by $6,560,000, resulting primarily from the receipt of net proceeds of $7,137,000 from the private placement less $990,000 used for operating activities, plus $414,000 provided by investing activities.

    During the nine months ended June 30, 2012, the Company increased total cash resources by $1,414,000, resulting primarily from the receipt of net proceeds of $7,137,000 from the private placement, less $4,355,000 spent to fund operating activities, less $1,239,000 spent in investing activities related to the Piñon Ridge License and mineral property acquisitions and less $132,000 used in financing activities for the repayment of debt.

    Operating Activities

    Operating activities used $990,000 of net cash resources during the Current Quarter. The net cash used was comprised of cash from working capital sources in the amount of $1,216,000, less net cash resources used for operating activities of $2,206,000.

    During the Prior YTD Period, the Company used cash resources of $4,355,000 to fund its operating activities, comprised of cash resources used for operating activities of $4,297,000, plus cash used by working capital sources in the amount of $58,000.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 19

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Investing Activities

    During the Current Quarter, investing activities provided $414,000 of cash resources, compared to cash resources used of $1,426,000 for the Prior Quarter, an increase of $1,840,000. The increase in cash provided by investing activities was due to reduced cash outlays for capital assets, Piñon Ridge License activities, mineral property exploration and evaluation expenses, and regulatory cash bonding requirements in the Prior Quarter and cash obtained from the Denison acquisition in the Current Quarter.

    During the Current YTD Period, the Company used $1,239,000 of its cash resources to fund investing activities, compared to $3,849,000 in Prior YTD Period, a decrease of $2,610,000. This decrease in cash used was due to reduced cash outlays for capital assets, Piñon Ridge License activities, mineral property exploration and evaluation expenses, and regulatory cash bonding requirements plus cash obtained in the current year from the Denison acquisition and cash proceeds received from the sale of Wyoming mineral properties.

    Financing Activities

    During the Current Quarter, financing activities from the private placement provided $7,135,000 compared to the Prior Quarter where the Company used $4,000 for debt repayments.

    During the Current YTD Period, the Company provided $7,008,000 of cash resources which was generated from the private placement less $132,000 for the repayment of debt, compared to net cash received of $11,038,000 from its public offering and the exercise of stock options during the Prior YTD Period.

    Going Concern

    These condensed consolidated financial statements have been prepared using accounting polices applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Accordingly, the condensed consolidated financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    As discussed above, the Company acquired mineral properties and the mining and milling operating assets and liabilities of the US Mining Division on June 29, 2012. The Company is now in the process of transition activities including preparation of detailed operating and capital budgets for fiscal year 2013. However, for purposes of financing immediate working capital requirements, sustaining capital expenditures for current mine and mill operations and longer term capital development projects, the Company completed the following financings, also discussed above:

      a.

    On June 21, 2012, the Company completed an equity private placement for gross total proceeds of C$8,165,115. Net proceeds of $7.1 million were placed into escrow and released to the Company on June 29, 2012, after the satisfaction of certain conditions related to the acquisition of the US Mining Division.

         
      b.

    On July 24, 2012, the Company issued convertible debentures for gross proceeds of C$22.0 million (Note 17). The Company estimates it will receive net proceeds of C$20.68 million, after deducting estimated underwriter’s fees and expenses.

    As typical of an operating company, the Company’s ability to continue as a going concern is dependent upon generating positive internal cash flow from operations and obtaining outside financing to fund its working capital and current and future capital project requirements. The Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2013 as a result of the financings discussed above.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 20

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Going Concern (continued)

    The Company has begun the process of updating and integrating its acquisition oriented business plan for the US Mining Division with detailed consolidated post-acquisition operating and capital budget plans for FY2013. The Company will finalize this detailed business plan by September 30, 2012. As a result of this timing, the Company will not assess its liquidity for purposes of going concern analysis for these financial statements.

    Accordingly, this creates a material uncertainty which may cast significant doubt as to the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these unaudited consolidated financial statements then adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications would be necessary and these adjustments could be material.

    Contractual Obligations

    The Company’s contractual obligations by fiscal year at June 30, 2012:

        2012     2013 - 2016     Thereafter     Total     Interest  
        $       $     $       $       Rates  
    Operating commitments   1,871,641     4,277,321     369,735     6,518,697     n/a  
    Pinõn Ridge License bonding (1)   2,898,260     6,798,730     -     9,696,990     n/a  
    Due to related parties         1,010,118     -     1,010,118     5%  
    Loans and borrowings   1,013,723     940,187     -     1,953,910     n/a  
    Mineral property commitments   657,510     7,818,785     22,712,585     31,188,880     n/a  
            Total   6,441,134     20,845,141     23,082,320     50,368,595        

    (1)

    Piñon Ridge License Bonding Commitments

    The terms of the Piñon Ridge License issued to the Company by the CDPHE in March 2011 establishes the timing and amounts of financial assurance that must be provided to CDPHE by the Company before and during construction of the Piñon Ridge Mill. To date, the Company has transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component.

    Three prepayments of the decommissioning warranty remain to be completed under the terms of the Piñon Ridge License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until mill construction can proceed. The revised timetable for submitting the remaining payments are September 7, 2012 ($2,898,260), March 1, 2013 ($6,401,920) and September 6, 2013 ($396,810). These scheduled installments are based on construction activities beginning in FY 2012. However, due to litigation activities related to the Piñon Ridge License, it is likely that construction will not commence until late calendar year 2012 or early calendar year 2013, at the earliest, depending on uranium market conditions.

    Under the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider. At such time as the Company commences on-site construction, the third-party provider can request further cash collateral to support the face amount of the surety bond that was issued. The cash payments to the CDPHE and to the third-party provider have been recorded as restricted cash on the Company’s statement of financial position and should be considered not available for general working capital purposes.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 21

    LIQUIDITY AND CAPITAL RESOURCES (continued)

    Contractual Obligations (continued)

    The Company will continue to prudently evaluate its contractual obligations with respect to mineral properties as well as other associated commitments with an eye towards deferring those expenses which do not meet certain criteria. In addition, since the majority of the exploration commitments are optional, the Company could choose to mitigate or eliminate the obligation by opting out of the lease or claim.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to have the ability to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OFF BALANCE SHEET TRANSACTIONS

    The Company did not enter into any off balance sheet transactions during the Current Year, nor were there any such transactions in existence as at June 30, 2012.

    RELATED PARTY TRANSACTIONS

    During the quarter ended June 30, 2012, Dundee Securities Ltd. (“Dundee Securities”) served as the Company’s financial advisor for the Denison acquisition transaction which closed on June 29, 2012, earning advisory fees of C$1,500,000, of which $981,000 was paid with the issuance of 4,373,917 EFI common shares and cash payments totaling C$500,000. Dundee Securities also served as the Company’s financial advisor on the equity private placement which closed on June 29, 2012 and received advisory fees totaling $480,746. Dundee Securities Ltd. is a subsidiary of Dundee Corp., as is Dundee Resources Limited, which has a greater than 10% shareholding interest in EFI and has two board positions on EFI’s Board of Directors.

    At June 30, 2012, Titan has recorded debt in the amount of $1,010,118 payable to Pinetree Resource Partnership, representing principal and interest due on loan advances to Titan in December 2011 and January 2012. The loan was paid in full on July 27, 2012. Pinetree Resource Partnership is an affiliate of Pinetree Capital Ltd., which has a greater than 5% shareholding interest in EFI and has three board positions on EFI’s Board of Directors.

    These transactions occurred in the normal course of operations and were measured at the exchange value.

    OUTSTANDING SHARE INFORMATION

    As at August 13, 2012, there were 679,652,107 common shares, 12,637,800 stock options and 45,787,131 warrants outstanding. All stock options and warrants are each exercisable for one common share.

    CHANGES IN ACCOUNTING POLICIES

    Statement of Compliance

    The Company’s third IFRS condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting , as issued by the International Accounting Standards Board (“IAS 34”) under International Financial Reporting Standards. The accounting policies have been selected to be consistent with IFRS as is expected to be effective as at and for the year ended September 30, 2012, the Company’s first annual IFRS reporting date. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 22

    CHANGES IN ACCOUNTING POLICIES (continued)

    Statement of Compliance (continued)

    The condensed consolidated financial statements for the three months ended December 31, 2011 contain certain incremental annual IFRS disclosures not included in the annual financial statements for the year ended September 30, 2011 prepared in accordance with Canadian GAAP. Accordingly, the condensed consolidated financial statements for the three and nine months ended June 30, 2012 should be read in conjunction with the annual consolidated financial statements for the year ended September 30, 2011 prepared in accordance with Canadian GAAP, as well as the condensed consolidated financial statements for the three months ended December 31, 2011.

    The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. An explanation of how the transition to IFRS has affected the report financial position, financial results and the cash flows of the Company is provided in Note 18 to the condensed consolidated financial statements. This note includes reconciliations of equity and total comprehensive income for the comparative periods under Canadian GAAP to those reported under IFRS.

    The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual period that are relevant to these unaudited condensed consolidated interim financial statements will be finalized only when the first annual IFRS financial statements are prepared for the year ending September 30, 2012.

    Available-for-sale financial assets

    The Company's investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale monetary items, are recognized directly in other comprehensive (loss) income. When an investment is derecognized, the cumulative gain or loss in equity is transferred to profit or loss.

    Estimates

    The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

    In preparing these condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the condensed consolidated financial statements for the three months ended December 31, 2011.

    Future Accounting Changes

    IFRS 7 Financial instruments - Disclosures

    In October 2010, the IASB amended IFRS 7 Financial instruments – Disclosures (‘‘IFRS 7’’) to provide guidance on identifying transfers of financial assets and continuing involvement in transferred assets for disclosure purposes. The amendments introduce new disclosure requirements for transfers of financial assets including disclosures for financial assets that are not derecognized in their entirety, and for financial assets that are derecognized in their entirety but for which continuing involvement is retained. The amendments to IFRS 7 are effective for annual periods beginning on or after July 1, 2011. The Company has not yet assessed the impact of the standard.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 23

    CHANGES IN ACCOUNTING POLICIES (continued)

    Future Accounting Changes (continued)

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    In May 2011, the IASB issued IFRS 11 Joint Arrangements , which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 24

    CHANGES IN ACCOUNTING POLICIES (continued)

    Future Accounting Changes (continued)

    IFRS 13 Fair Value Measurement (continued)

    The relevant points of IFRS 13 are as follows:

    - Fair value is measured using the price in a principal market for the asset or liability, or in the absence of a principal market, the most advantageous market;

    - Financial assets and liabilities with offsetting positions in market risks or counterparty credit risks can be measured on the basis of an entity’s net risk exposure;

    - Disclosures regarding the fair value hierarchy have been moved from IFRS 7 to IFRS 13, and further guidance has been added to the determination of classes of assets and liabilities;

     

    - A quantitative sensitivity analysis must be provided for financial instruments measured at fair value;

    - A narrative must be provided discussing the sensitivity of fair value measurements categorized under Level 3 of the fair value hierarchy to significant unobservable inputs; and

    - Information must be provided on an entity’s valuation processes for fair value measurements categorized under Level 3 of the fair value hierarchy.

    IAS 1 Presentation of Financial Statements

    In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IAS 19 Employee Benefits

    IAS 19 Employee Benefits (“IAS 19”) was amended by the IASB in June 2011, which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IAS 19, the option to defer the recognition of gains and losses arising in a defined benefit plan is eliminated, to require gains and losses relating to those plans be presented in other comprehensive income, and improve the disclosure requirements concerning the characteristics of defined benefit plans and the risks arising from those plans. In addition, the amended standard also incorporates changes to the accounting for termination benefits. The Company has determined the amendment would have no impact.

    IAS 32 Financial Instruments: Presentation

    Amendments to IAS 32, Financial Instruments: Presentation, clarifies that an entity currently has a legally enforceable right to set-off financial assets and liabilities if that right is: not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The amendments to IAS

    32 are to be applied retrospectively. The Company intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning October 1, 2014. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 25

    MANAGEMENT OF CAPITAL

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

    The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of cash and cash equivalents, common shares and stock options. Changes in the equity accounts of the Company are disclosed in Note 13 of the interim financial statements. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares. The Company will require access to equity and credit markets to fund continued exploration and development of its mineral properties and the future growth of the business. The Company is not subject to externally imposed capital requirements. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

    The Company is required by regulatory agencies to provide surety bonds of $29,413,666 to cover the estimated reclamation costs for exploration and development, the mine closure obligations at the Whirlwind mine, the Energy Queen mine, the Sheep Mountain property, the Piñon Ridge Mill decommissioning warranty obligation, the White Mesa Mill decommissioning warranty obligation and the decommissioning warranty obligations at the other mines acquired from Denison.

    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

    (a) Fair value hierarchy:

    Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of fair value hierarchy are:

    Level 1 – Reflects inputs based on quoted prices in active markets for identical assets or liabilities.
    Level 2 – Reflects inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
    Level 3 – Reflects inputs that are not based on observable market data.

    The following table illustrates the classification of the Company’s financial instruments within the fair value hierarchy as of June 30, 2012:

        Level 1     Level 2     Level 3     Total  
    Cash and cash equivalents:                        
       Cash $  8,525,392   $  -   $                -   $  8,525,392  
       Cash equivalents   1,899     -     -     1,899  
    Marketable securities   1,864,390     -     -     1,864,390  
      $  10,391,681   $  -   $       -   $  10,391,681  

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 26

    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

    (b) Credit Risk:

    The Company restricts investment of cash balances to financial institutions with high credit standing. To date, these concentrations of credit risk have not had any effect on the Company’s financial position or results of operations.

    (c) Liquidity Risk:

    Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure as outlined in Note 13. The Company has $38,995,000 of working capital as at June 30, 2012 (March 31, 2012 - $1,212,000). Accounts payable and accrued liabilities and current portion of notes payable are due within the current operating period. The Company’s financial liabilities and other commitments are listed in Notes 9, 11 and 15 of the interim financial statements.

    (d) Foreign Currency Risk:

    The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

    The following table summarizes, in USD equivalents, the Company’s major foreign currency exposures as of June 30, 2012:

    Cash $ 7,831,811  
    Accounts receivable   194,544  
    Accounts payable and accrued liabilities   4,210,686  
       Total $ 12,237,042  

    The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at June 30, 2012 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

        Change for Sensitivity     Increase (Decrease) in  
        Analysis     Net Income  
    Strengthening net earnings   +1% change in U.S. dollar   $ 122,370  
    Weakening net earnings   -1% change in U.S. dollar     ($122,370 )

    (e) Interest rate risk:

    The Company is not exposed to any significant interest rate risks.

    RISK FACTORS

    A number of factors could cause actual results to differ materially from the results discussed in this management’s discussion and analysis (MD&A), including, but not limited to, fluctuation in the spot prices of uranium and/or vanadium, risks associated with the exploration, development and operation of uranium and vanadium properties, costs associated with bringing any of the Company’s properties into production or with the milling of ores produced from the Company’s properties, the reliability of any resource estimates obtained by the Company, environmental risks, foreign exchange rates, competition, the Company’s ability to manage operations and execute strategies, the Company’s ability to secure adequate financing, and government regulation of uranium exploration, production and sales, including the export of uranium.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 27

    RISK FACTORS (continued)

    Energy Fuels is dependent upon the services of its existing personnel and its continued development will be dependent on its capacity to attract and retain qualified key personnel at all levels of the Company. The Company will need to raise additional funds to support its operations and to further develop its properties. The future of Energy Fuel’s liquidity and capital requirements is dependent upon numerous factors, including market conditions, competition and the market price of uranium. Energy Fuels may be required to raise additional funds through public or private financing, strategic relationships or other arrangements. There can be no assurance that such additional funding, if needed, will be available on terms attractive to Energy Fuels, or at all. Furthermore, such additional equity funding may be dilutive to existing shareholders, and debt financing, if available, may involve restrictive covenants. If adequate funds are not available on acceptable terms, this could have a material adverse effect on the Company’s business, financial condition and operating results.

    Exploration for and development of mineral properties involves significant financial risks, that even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of an ore body may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling, constructing mining and process facilities at a site, developing metallurgical processes and extracting uranium and other metals from ore.

    Resource estimates quoted herein are based on prior data and reports obtained and prepared by previous operators, as well as on NI 43-101 compliant technical reports completed by Landy A. Stinnett, PE, of FGM Consulting Group, Douglas C. Peters, CPG, of Peters Geosciences, O. Jay Gatten of North American

    Exploration, Inc, M. Hassan Alief of Alinco GeoServices, and Doug Beahm of BRS Engineering. These technical reports were referred to above with respect to the Company’s Whirlwind Mine, Energy Queen Mine, Willhunt, Farmer Girl, Sage Plain Project, San Rafael Project and the Sheep Mountain Project. With regard to all other remaining properties, the Company is not treating the mineral resource estimates as NI 43-101 defined resources verified by a Qualified Person at this time.

    DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

    The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the issuer. They are assisted in this responsibility by the Management team. The Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at June 30, 2012, have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiary would have been known to them.

    During the Current Year, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    ENERGY FUELS INC. 28

    CORPORATE GOVERNANCE POLICIES

    The disclosure required pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices has been made by the Company in its Management Information Circular dated January 10, 2012, which was distributed to shareholders and filed on SEDAR for internet access for public viewing.

    OUTLOOK

    The Company’s long-term objective has been to bring uranium and vanadium properties into profitable production by acquiring and refurbishing previously producing mines in the western United States. To complement this objective, the Company acquired approximately 880 acres to build the Piñon Ridge uranium and vanadium processing facility west of Naturita, Colorado and adjacent to a US Department of Energy site in the Paradox Valley.

    With the closing of the Titan merger transaction on February 29, 2012, the Company now controls 100% of the Sheep Mountain Project located approximately 8 miles south of Jeffrey City, Wyoming. The Company believes the Sheep Mountain Project provides a number of significant benefits including increased scale and market presence in the uranium sector; substantial NI 43-101 compliant resource (38.7 million pounds U 3 O 8 Measured + Indicated, 4.4million lbs. U 3 O 8 Inferred); enhanced near-term production profile on parallel paths in two mining districts; focus on U.S. production with low political risk; and creation of a strong platform for continued uranium consolidation within the U.S.

    The successful close of the Denison Transaction achieved the Company’s goals of fully integrated production capability and near-term production. The Company remains committed to its strategic plan relative to obtaining full permits for the Piñon Ridge Mill project and the Sheep Mountain Project. These projects continue to play an important role in the Company’s longer term objective of establishing diversely located production centers to service anticipated market demands.

    CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION AND STATEMENTS

    Certain information in this MD&A contains management’s assessment of the Company’s future plans and may constitute ‘‘forward-looking information’’ under applicable securities laws. Such information may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, achievements, or opportunities expressed or implied by such forward-looking information. This forward-looking information includes estimates, forecasts and statements as to management’s and others’ expectations with respect to, among other things, exploration, development and production strategies and the outlook for the Company and the uranium exploration and mining industry.

    When used in this MD&A, such information uses words such as ‘‘may’’, ‘‘will’’, ‘‘estimate’’, ‘‘expect’’, “anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘plan’’, ‘‘could’’ and other similar terminology. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this MD&A.

    Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors discussed under ‘‘Risk Factors’’. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, the Company cannot assure that actual results will be consistent with this forward-looking information. This forward-looking information is made as of the date of this MD&A, and the Company assumes no obligation to update or revise it to reflect new events or circumstances except as required by law. Forward-looking information and statements for time periods subsequent to fiscal 2011 involve greater risks and require longer-term assumptions and estimates than those made prior, and are consequently subject to greater uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such long-term forward-looking information and statements.

     
    MD&A – QUARTER ENDED JUNE 30, 2012



    Exhibit 99.61


    Condensed Consolidated Interim Financial Statements
    (Unaudited)

    Expressed in U.S. Dollars
    Three and Nine Months Ended June 30, 2012



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in U.S. Dollars)

        June 30, 2012     September 30, 2011  

    ASSETS

               

    Current assets

               

           Cash and cash equivalents

    $  8,527,291   $  6,954,646  

           Marketable securities (Note 5)

      1,864,390     -  

           Trade and other receivables (Note 6)

      1,102,427     -  

           Inventories (Note 7)

      42,309,941     -  

           Prepaid expenses and other assets

      637,408     681,728  

     

      54,441,457     7,636,374  

    Non-current

               

           Property, plant and equipment (Note 8)

      143,654,629     33,292,152  

           Restricted cash (Note 10)

      29,413,666     2,563,974  

     

    $  227,509,752   $  43,492,500  

     

               

    LIABILITIES & SHAREHOLDERS' EQUITY

               

     

               

    Current liabilities

               

           Accounts payable and accrued liabilities

    $  11,837,072   $  834,100  

           Deferred revenue

      1,150,275     -  

           Current portion of long-term liabilities

               

                  Decommissioning liability (Note 10)

      129,889     13,451  

                  Loans and borrowings (Note 11)

      1,319,594     -  

           Due to related parties (Note 11, 12)

      1,010,118     -  

     

      15,446,948     847,551  

    Non-current

               

           Long-term decommissioning liability (Note 10)

      15,582,042     452,301  

           Long-term loans and borrowings (Note 11)

      634,316     -  

     

      31,663,306     1,299,852  

    Shareholders' equity

               

           Capital stock (Note 13)

      178,028,870     59,488,437  

           Contributed surplus (Note 13)

      15,254,808     13,808,989  

           Share purchase warrants (Note 13)

      6,726,165     4,721,705  

           Deficit

      (1,697,418 )   (34,575,045 )

           Accumulated other comprehensive loss

      (2,465,979 )   (1,251,438 )

     

      195,846,446     42,192,648  

     

    $  227,509,752   $  43,492,500  

    Additional footnote references
    Basis of presentation and going concern (Note 1)
    Commitments (Note 9, 11 and 15)
    Subsequent events (Note 11 and 17)

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Bruce D. Hanson , Director

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

    2



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Comprehensive Income (Loss)
    (Unaudited)
    (Expressed in U.S. Dollars)

        Three Months Ended     Nine Months Ended  
        June 30,     June 30,  
        2012     2011     2012     2011  
                             

    EXPENSES

                           

    Administrative

    $  161,185   $  131,744   $  385,366   $  407,844  

    Consulting

      87,814     54,398     269,975     171,859  

    Depreciation

      11,615     47,470     44,519     84,580  

    Foreign exchange (gain) loss

      (19,560 )   594,962     151,943     261,257  

    Insurance

      45,923     27,866     148,252     70,575  

    Interest expense

      40,077     92     78,587     225  

    Mill operations

      92,824     -     92,824     -  

    Professional fees

      381,063     126,087     684,551     324,281  

    Salaries and other benefits

      325,491     532,401     1,021,150     967,545  

    Shareholder relations

      80,547     90,779     416,001     265,324  

    Stock-based compensation

      -     772,178     1,248,949     846,852  

     

      (1,206,979 )   (2,377,977 )   (4,542,117 )   (3,400,342 )

    OTHER

                           

    Finance income

      2,705     3,704     9,951     5,603  

    Other income (loss)

      57,296     (8,901 )   57,021     5,663  

    Reversal of impairment

      -     -     324,106     -  

    Gain on purchase of Denison US Mining Division (Note 4)

      51,333,248     -     51,333,248     -  

    Transaction costs for purchase of Denison US Mining Division (Note 4)

      (2,340,707 )   -     (2,340,707 )   -  

    Impairment of plant, property and equipment (Note 8)

      (11,963,875 )         (11,963,875 )      

    NET INCOME (LOSS) FOR THE PERIOD

      35,881,688     (2,383,174 )   32,877,627     (3,389,076 )

     

                           

    Unrealized loss on marketable securities

      (1,139,707 )   -     (1,483,093 )   -  

    Foreign currency translation reserve

      17,953     332,427     268,552     2,024,949  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  34,759,934   $  (2,050,747 ) $  31,663,086   $  (1,364,127 )

     

                           

    EARNINGS (LOSS) PER COMMON SHARE

                           

          - BASIC

    $ 0.16     ($0.02 ) $ 0.20     ($0.03 )

          - DILUTED

    $ 0.16     ($0.02 ) $ 0.20     ($0.03 )

     

                           

    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 13)

      218,458,143     123,957,916     165,604,223     107,158,739  

    WEIGHTED DILUTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

      218,642,929     123,957,916     167,913,256     107,158,739  

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

    3



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in U.S. Dollars)

                                      Accumulated        
        Capital Stock                       Other        
                                      Comprehensive     Total  
                    Contributed     Share Purchase           Income     Shareholders'  
        Common Shares     Amount     Surplus     Warrants     Deficit     (Loss)     Equity  
                                               

    Balance as at October 1, 2010

      97,188,999   $  50,431,482   $  13,199,345   $  -   $  (31,007,773 ) $  -   $  32,623,054  

    Public offering

      23,000,000     11,833,500                             11,833,500  

    Warrants issued in connection with public offering (Note 13)

            (4,295,266 )         4,295,266                 -  

    Share issuance costs

            (1,837,771 )         426,439                 (1,411,332 )

    Stock options exercised

      1,482,700     889,124     (260,187 )                     628,937  

    Shares issued in consideration for advance royalty payments

      217,004     244,430                             244,430  

    Shares issued in consideration for property acquisitions

      2,110,962     2,222,938                             2,222,938  

    Stock-based compensation

                  846,852                       846,852  

    Foreign currency translation reserve

                                    2,024,949     2,024,949  

    Net loss for the period

                              (3,389,076 )         (3,389,076 )

    Balance as at June 30, 2011

      123,999,665   $  59,488,437   $  13,786,010   $  4,721,705   $  (34,396,849 ) $  2,024,949   $  45,624,252  

                                      Accumulated        
        Capital Stock                       Other        
                                      Comprehensive     Total  
                    Contributed     Share Purchase           Income     Shareholders'  
        Common Shares     Amount     Surplus     Warrants     Deficit     (Loss)     Equity  

    Balance as at September 30, 2011

      123,999,665   $  59,488,437   $  13,808,989   $  4,721,705   $  (34,575,045 ) $  (1,251,438 ) $  42,192,648  

    Shares issued for Titan Uranium asset purchase (Note 3)

      89,063,997     32,498,519                             32,498,519  

    Warrants issued in exchange for Titan Warrants (Note 3)

                        540,853                 540,853  

    Shares issued for Titan advisory fees (Note 3)

      1,256,489     430,772                             430,772  

    Shares issued for Denison US Mining merger (Note 4)

      425,440,872     79,322,174                             79,322,174  

    Shares issued for Denison US Mining advisory fees (Note 4)

      4,373,917     981,300                             981,300  

    Shares issued for private placement (Note 1)

      35,500,500     6,548,820                             6,548,820  

    Warrants issued for private placement (Note 13)

                        1,463,607                 1,463,607  

    Stock options exercised (Note 13)

      16,667     5,385     (2,060 )                     3,325  

    Stock-based compensation (Note 14)

                  1,447,879                       1,447,879  

    Treasury shares (Note 3)

      (1,046,067 )   (371,096 )                           (371,096 )

    Share issuance costs

            (875,441 )                           (875,441 )

    Unrealized loss on marketable securities

                                    (1,483,093 )   (1,483,093 )

    Foreign currency translation reserve

                                    268,552     268,552  

    Net income for the period

                              32,877,627           32,877,627  

    Balance as at June 30, 2012

      678,606,040   $  178,028,870   $  15,254,808   $  6,726,165   $  (1,697,418 ) $  (2,465,979 ) $  195,846,446  

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

    4



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in U.S. Dollars)

     

      Three Months Ended     Nine Months Ended  

     

      June 30,     June 30,  

     

      2012     2011     2012     2011  

     

                           

    OPERATING ACTIVITIES

                           

    Net income (loss) for the period

    $  35,881,688   $  (2,383,174 ) $  32,877,627   $  (3,389,076 )

    Items not involving cash:

            -              

       Depreciation

      11,615     47,470     44,519     84,580  

       Stock-based compensation

      -     772,178     1,248,949     846,852  

       Interest expense

      40,077     92     78,587     225  

       Finance income

      (2,705 )   (3,704 )   (9,951 )   (5,603 )

       Unrealized foreign currency translation

      251,293     92,754     175,287     (253,766 )

       Reversal of impairment

      -     -     (324,106 )   -  

       Gain on purchase of Denison US Mining Division (Note 4)

      (51,333,248 )   -     (51,333,248 )   -  

       Shares issued for Denison US Mining advisory fees (Note 4)

      981,300     -     981,300     -  

       Impairment of plant, property and equipment (Note 8)

      11,963,875     -     11,963,875     -  

    Net changes in non-cash working capital:

                           

       Prepaid expenses and other assets

      (29,741 )   (32,281 )   (61,018 )   100,640  

       Accounts payable and accrued liabilities

      1,243,276     (484,878 )   (7,188 )   14,114  

    Interest received

      2,705     3,704     9,951     5,603  

     

      (989,865 )   (1,987,839 )   (4,355,416 )   (2,596,431 )

     

                           

    INVESTING ACTIVITIES

                           

    Property, plant and equipment expenditures

      (107,162 )   (551,288 )   (525,844 )   (1,122,401 )

    Pre-development property expenditures

      (31,176 )   (187,485 )   (1,092,014 )   (1,203,398 )

    Acquisition of Titan Uranium, net of cash acquired

      -     -     (485,734 )   -  

    Cash acquired in the acquisition of Denison Mines US Division

      552,498     -     552,498     -  

    Proceeds received from sale of property

      -     -     324,106     -  

    Cash deposited with regulatory agencies for decommissioning liabilities

      (112 )   (687,057 )   (12,005 )   (1,523,372 )

     

      414,048     (1,425,830 )   (1,238,993 )   (3,849,171 )

     

                           

    FINANCING ACTIVITIES

                           

    Issuance of common shares and warrants, net of share issuance costs

      7,136,986     -     7,136,986     10,422,168  

    Stock option exercises

      3,325     -     3,325     628,937  

    Repayment of debt

      (4,868 )   (4,167 )   (132,359 )   (13,365 )

     

      7,135,443     (4,167 )   7,007,952     11,037,740  

     

                           

    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE

                           

    PERIOD

      6,559,626     (3,417,836 )   1,413,543     4,592,138  

     

                           

    Effect of exchange rate fluctuations on cash held

      (167,493 )   47,659     159,102     573,677  

     

                           

    CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

      2,135,158     12,195,973     6,954,646     3,659,981  

    CASH AND CASH EQUIVALENTS - END OF PERIOD

    $  8,527,291   $  8,825,796   $  8,527,291   $  8,825,796  

     

                           

     

                           

     

                           

    Non-cash investing and financing transactions:

                           

       Issuance of shares and warrants for acquisition of mineral properties

    $  -   $  -   $  33,470,144   $  2,271,591  

       Issuance of shares and warrants for acquisition of Denison US Mining Division

    $  80,303,474   $  -   $  80,303,474   $  -  

       Issuance of secured notes for acquisition of mineral properties (Note 12)

    $  -   $  -   $  1,160,720   $  -  

       Issuance of shares for advance royalty obligation

    $  -   $  205,356   $  -   $  247,131  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    NATURE OF OPERATIONS

    Energy Fuels Inc. (the “Company” or “EFI”) was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. The Company’s registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6. The Company’s principle place of business and the head office of the Company’s U.S. subsidiaries is located at Suite 600, 44 Union Blvd., Lakewood, Colorado, 80228 USA.

    EFI and its subsidiary companies (collectively, the “Company”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium and vanadium bearing properties, extraction, processing and selling of uranium and vanadium.

    The Company’s projects are located in the states of Colorado, Utah, Arizona, Wyoming and New Mexico and in the province of Saskatchewan through its wholly-owned Canadian subsidiaries, Magnum Uranium Corp. (“Magnum Uranium”), Titan Uranium Inc. (“Titan”) and Uranium Power Corp. (“UPC”) and it’s wholly-owned U.S. subsidiaries Energy Fuels Resources Corporation (“EFRC”), Energy Fuels Holdings Corp. (previously named Denison Mines Holdings Corp. “EFHC”), Magnum Minerals USA Corp. (“Magnum USA”), and Energy Fuels Wyoming (“EFW”) and by way of several joint ventures (Note 8) with projects located in Colorado, Utah and Arizona.

    The Company has a 100% interest in the White Mesa mill located in Utah, United States and has interests in a number of nearby mines. Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co-product of some of the Company’s mines is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company is also in the business of processing uranium bearing waste materials, referred to as “alternate feed materials”.

    1. BASIS OF PRESENTATION AND GOING CONCERN

    The consolidated financial statements have been prepared in United States dollars (“USD”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).

    These condensed consolidated financial statements have been prepared using accounting polices applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. Accordingly, the accompanying financial statements do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

    As discussed in Note 4, the Company acquired mineral properties and the mining and milling operating assets and liabilities of the US Mining Division of Denison Mines Corp. on June 29, 2012. The Company is now in the process of transition activities including preparation of detailed operating and capital budgets for fiscal year 2013. However, for purposes of financing immediate working capital requirements, sustaining capital expenditures for current mine and mill operations and longer term capital development projects, the Company completed the following financings:

      a.

    On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of C$0.23 per subscription receipt for gross total proceeds of $8,165,115. Each subscription receipt was exchangeable into one unit of the Company (“Unit”). Each Unit consisted of one common share and one-half of one warrant (each whole warrant a “Warrant”). Each whole Warrant entitles the holder to purchase one additional common share at a price of C$0.265 until June 22, 2015. Net proceeds of $7.1 million were placed into escrow and released to the Company on June 29, 2012, after the satisfaction of certain conditions related to the acquisition of the US Mining Division of Denison Mines Corp.

         
      b.

    On July 24, 2012, the Company issued convertible debentures for gross proceeds of C$22.0 million (Note 17). The Company estimates it will receive net proceeds of C$20.68 million, after deducting estimated expenses and the underwriter’s fee.

    6



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    1. BASIS OF PRESENTATION AND GOING CONCERN (continued)

    As typical of an operating company, the Company’s ability to continue as a going concern is dependent upon generating positive internal cash flow from operations and obtaining outside financing to fund its working capital and current and future capital project requirements. The Company believes it has sufficient cash resources to carry out its business plan beyond fiscal year 2013 as a result of the financings discussed above.

    The Company has begun the process of updating and integrating its acquisition oriented business plan for the US Mining Division with detailed consolidated post-acquisition operating and capital budget plans for FY2013. The Company will finalize this detailed business plan by September 30, 2012. As a result of this timing, the Company will not assess its liquidity for purposes of going concern analysis for these financial statements.

    Accordingly, this creates a material uncertainty which may cast significant doubt as to the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis was not appropriate for these unaudited consolidated financial statements then adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications would be necessary and these adjustments could be material.

    Statement of Compliance

    These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Statements , as issued by the International Accounting Standards Board (“IAS 34”) under International Financial Reporting Standards (“IFRS”). The accounting policies have been selected to be consistent with IFRS as is expected to be effective as at and for the year ended September 30, 2012, the Company’s first annual IFRS reporting date. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

    The condensed consolidated financial statements for the three months ended December 31, 2011 contain certain incremental annual IFRS disclosures not included in the annual financial statements for the year ended September 30, 2011 prepared in accordance with Canadian GAAP. Accordingly, these condensed consolidated financial statements for the three and nine months ended June 30, 2012 should be read in conjunction with the annual consolidated financial statements for the year ended September 30, 2011 prepared in accordance with Canadian GAAP, as well as the condensed consolidated financial statements for the three months ended December 31, 2011.

    The adoption of IFRS resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under Canadian GAAP. The accounting policies set out below have been applied consistently to all periods presented. An explanation of how the transition to IFRS has affected the report financial position, financial results and the cash flows of the Company is provided in Note 18. This note includes reconciliations of equity and total comprehensive income for the comparative periods under Canadian GAAP to those reported under IFRS.

    The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual period that are relevant to these unaudited condensed consolidated interim financial statements will be finalized only when the first annual IFRS financial statements are prepared for the year ending September 30, 2012.

    These condensed consolidated interim financial statements for the period ended June 30, 2012 were authorized for issuance by the Board of Directors of the Company on August 13, 2012.

    7



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES

    Business combinations

    A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs.

    Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their acquisition-date fair values. The acquisition date is the date the Company acquires control over the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

    Acquisition related costs, other than costs to issue debt or equity securities of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees and other professional or consulting fees are expensed as incurred.

    If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. The maximum length of time for the measurement period is one year from the acquisition date.

    Financial instruments

    The Company recognizes financial assets and financial liabilities when the Company becomes a party to a contract. Financial assets and financial liabilities, with the exception of financial assets classified as fair value through profit or loss, are measured at fair value plus transaction costs on initial recognition. Financial assets at fair value through profit and loss are measured at fair value on initial recognition and transaction costs are expensed when incurred.

    Measurement in subsequent periods depends on the classification of the financial instrument:

      a.

    Financial assets at fair value through profit and loss (“FVTPL”)

         
     

    Financial assets are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value option), or if they are derivative assets. Financial assets classified as FVTPL are measured at fair value, with changes recognized in the consolidated statements of operations. The Company’s financial assets classified as FVTPL include cash and cash equivalents. The Company does not currently hold any derivative instruments. Interest expense is recorded using the effective interest method.

         
      b.

    Available-for-sale financial assets

         
     

    The Company's investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale monetary items, are recognized directly in other comprehensive (loss) income. When an investment is derecognized, the cumulative gain or loss in equity is transferred to profit or loss.

    8



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

      c.

    Loans and receivables

         
     

    Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognized at the amount expected to be received, less a discount (when material) to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

         
      d.

    Other financial liabilities

         
     

    Other financial liabilities are financial liabilities that are not classified as FVTPL. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest rate method. Accounts payable and accrued liabilities are classified as other financial liabilities.

    The effective interest method is method of calculating the amortized cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or to the net carrying amount on initial recognition.

    Impairment of financial assets

    At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other than a financial asset classified as fair value through profit and loss) is impaired. Objective evidence of an impairment loss includes: i) significant financial difficulty of the obligor; ii) delinquencies in interest or principal payments; iii) increased probability that the borrower will enter bankruptcy or other financial reorganization; and iv), in the case of equity securities, a significant or prolonged decline in the fair value of the security below its cost.

    If such evidence exists, the Company recognizes an impairment loss, as follows:

      (i)

    Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account.

         
      (ii)

    Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset and its fair value at the measurement date, less any impairment losses previously recognized in the statement of income. This amount represents the cumulative loss in accumulated other comprehensive income that is reclassified to net income.

    Inventories

    Expenditures, including depreciation, depletion and amortization of production assets, incurred in the mining and processing activities that will result in the future concentrate production are deferred and accumulated as ore in stockpiles and in-process and concentrate inventories.

    Stockpiles are comprised of coarse ore that has been extracted from the mine and is available for further processing. Mining production costs are added to the stockpile as incurred and removed from the stockpile based upon the average cost per ton of ore produced from mines considered to be in commercial production. The current portion of ore in stockpiles represents the amount expected to be processed in the next twelve months. Stockpiles are valued according to the weighted average cost.

    9



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    In-process and concentrate inventories include the cost of the ore removed from the stockpile, a pro-rata share of the depletion of the associated mineral property, as well as production costs incurred to process the ore into a saleable product. Processing costs typically include labor, chemical reagents and directly attributable mill overhead expenditures. Work in-process and concentrates are carried at the lower of average costs or net realizable value (“NRV”). NRV is the difference between the estimated future concentrate price (net of selling costs) and estimated costs to complete production into a saleable form.

    Materials and other supplies held for use in the production of inventories are carried at average cost and are not written down below that cost if the finished products in which they will be incorporated are expected to be sold at or above cost. However, when a decline in the price of concentrates indicates that the cost of the finished products exceeds net realizable value, the materials are written down to net realizable value. In such circumstances, the replacement cost of the materials may be the best available measure of their net realizable value.

    Property, plant and equipment

    Property, plant and equipment are recorded at acquisition or production cost and carried net of depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the statement of income during the period in which they are incurred.

    Depreciation is calculated on a straight line or unit of production basis as appropriate. Where a straight line methodology is used, the assets are depreciated to their estimated residual value over an estimated useful life which ranges from three to fifteen years depending upon the asset type. Where a unit of production methodology is used, the assets are depreciated to their estimated residual value over the useful life defined by management’s best estimate of recoverable reserves and resources in the current mine plan. When assets are retired or sold, the resulting gains or losses are reflected in current earnings as a component of other income or expense. The Company allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

    Where straight-line depreciation is utilized, the range of useful lives for various asset classes is generally as follows:

      Buildings 15 years
      Shop tools and equipment 3-5 years
      Mining equipment 5 years
      Office equipment 5 years
      Furniture and fixtures 5 years
      Vehicles and equipment under capital lease 5 years
      Other 3 - 5 years

    Included in property, plant and equipment is the cost of the land associated with the Piñon Ridge mill site, and all intangible costs incurred to obtain the mill permit. These intangible costs are an integral component of the future development of the Piñon Ridge mill site, enabling this asset to operate in the manner intended by management. Also included in plant, property and equipment are the White Mesa Mill, a fully operational uranium mill, and the Company’s four operating uranium mines.

    Once a development mineral property goes into commercial production, the property is classified as “Producing” and the accumulated costs are amortized over the estimated recoverable resources in the current mine plan using a unit of production basis. Commercial production occurs when a property is substantially complete and ready for its intended use.

    10



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    The amortization method, residual values, and useful lives of property, plant and equipment are reviewed annually and any change in estimate is applied prospectively.

    Revenue recognition

    Revenue from the sale of mineral concentrates is recognized when it is probable that the economic benefits will flow to the Company and delivery has occurred, the sales price and costs incurred with respect to the transaction can be measured reliably and collectability is reasonably assured. For uranium, revenue is typically recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. For vanadium related products, revenue is typically recognized at the time of shipment to the customer.

    Revenue from toll milling services is recognized as material is processed in accordance with the specifics of the applicable toll milling agreement. Revenue and unbilled accounts receivable are recorded as related costs are incurred using billing formulas included in the applicable toll milling agreement.

    Revenue from alternate feed process milling is recognized as material is processed, in accordance with the specifics of the applicable processing agreement. In general, the Company collects a recycling fee for receipt of the material and/or receives the proceeds from the sale of any uranium concentrate and other metals produced. Deferred revenues represent processing proceeds received on delivery of materials but in advance of the required processing activity.

    Borrowing costs

    Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized as interest expense in the statement of income in the period in which they are incurred.

    Future Accounting Changes

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2015, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 10 Consolidated Financial Statements

    In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements (“IFRS 10”) which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements. This standard is effective for annual periods beginning on or after January 1, 2013, earlier application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    11



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    IFRS 11 Joint Arrangements

    In May 2011, the IASB issued IFRS 11 Joint Arrangements (“IFRS 11”) which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31. In addition, under IFRS 11, joint ventures are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities”. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    The relevant points of IFRS 13 are as follows:

    • Fair value is measured using the price in a principal market for the asset or liability, or in the absence of a principal market, the most advantageous market;
    • Financial assets and liabilities with offsetting positions in market risks or counterparty credit risks can be measured on the basis of an entity’s net risk exposure;
    • Disclosures regarding the fair value hierarchy have been moved from IFRS 7 to IFRS 13, and further guidance has been added to the determination of classes of assets and liabilities;
    • A quantitative sensitivity analysis must be provided for financial instruments measured at fair value;
    • A narrative must be provided discussing the sensitivity of fair value measurements categorized under Level 3 of the fair value hierarchy to significant unobservable inputs; and
    • Information must be provided on an entity’s valuation processes for fair value measurements categorized under Level 3 of the fair value hierarchy.

    IAS 1 Presentation of Financial Statements

    In June 2011, the IASB amended IAS 1 Presentation of Financial Statements (“IAS 1”) in order to align the presentation of items in other comprehensive income with US GAAP standards. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with early application permitted. The Company has not yet assessed the impact of the standard or determined whether it will adopt the standard early.

    12



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    IAS 19 Employee Benefits

    IAS 19 Employee Benefits (“IAS 19”) was amended by the IASB in June 2011, which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IAS 19, the option to defer the recognition of gains and losses arising in a defined benefit plan is eliminated, to require gains and losses relating to those plans be presented in other comprehensive income, and improve the disclosure requirements concerning the characteristics of defined benefit plans and the risks arising from those plans. In addition, the amended standard also incorporates changes to the accounting for termination benefits. The Company has determined the amendment would have no impact.

    IAS 32 Financial Instruments: Presentation

    Amendments to IAS 32, Financial Instruments: Presentation, clarifies that an entity currently has a legally enforceable right to off-set financial assets and liabilities if that right is: not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The amendments to IAS 32 are to be applied retrospectively. The Company intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning October 1, 2014. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

    Critical accounting estimates and judgments

    The preparation of these unaudited consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.

    Significant estimates made by management:

      (a)

    Depreciation and amortization of property, plant and equipment

         
     

    Property, plant and equipment comprise a large component of the Company’s assets and, as such, the depreciation and amortization of those assets have a significant effect on the Company’s financial statements. Depreciation and amortization of property, plant and equipment used in production is calculated on a straight line basis or a unit of production basis as appropriate.

         
     

    Plant and equipment assets depreciated using a straight-line basis results in the allocation of production costs evenly over the assets useful life defined as a period of time. Plant and equipment assets depreciated on a units-of-production basis results in the allocation of production costs based on current period production in proportion to total anticipated production from the facility.

         
     

    Mineral property assets are amortized using a units-of-production basis that allocates the cost of the asset to production cost based on the current period’s mill feed as a proportion of the total estimated resources in the related ore body. The process of making these estimates requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of production, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

    13



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

     

    Changes in these estimates may materially impact the carrying value of the Company’s property, plant and equipment and the recorded amount of depletion and depreciation.

         
      (b)

    Valuation of long-lived assets

         
     

    The Company undertakes a review of the carrying values of mining properties and related expenditures whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, the management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, forecast commodity prices, future operating and capital costs and reclamation costs to the end of the mine’s life. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the mining properties and related expenditures.

         
      (c)

    Inventory

         
     

    The Company values its concentrates, work in process and ore stockpile inventories at the lower of cost or net realizable value at the end of the reporting period. Costs represent the average cost, and include direct labor and materials costs, mine site overhead, plant and equipment depreciation, mineral property amortization and stockpile depletion. Net realizable value is based on estimated future commodity prices and estimated costs required converting work in process and ore stockpile inventories into saleable form.

         
     

    These estimates are subject to change from period-to-period which may materially impact the carrying value of the Company’s inventories resulting in inventory write-downs and recoveries.

         
      (d)

    Deferred tax assets and liabilities

         
     

    Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply when the differences are expected to be recovered or settled. The determination of the ability of the Company to utilize tax loss carry forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, commodity prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

         
      (e)

    Business Combinations

         
     

    Management uses judgment in applying the acquisition method of accounting for business combinations and in determining fair values of the identifiable assets and liabilities acquired. The value placed on the acquired assets and liabilities, including identifiable intangible assets, will have an effect on the amount of goodwill that the Company may record on an acquisition. Changes in economic conditions, commodity prices and other factors between the date that an acquisition is announced and when it finally is consummated can have a material difference on the allocation used to record a preliminary purchase price allocation versus the final purchase price allocation which can take up to one year after acquisition to complete.

    14



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    2. SIGNIFICANT ACCOUNTING POLICIES (continued)

      (f)

    Reclamation Obligations

         
     

    Asset retirement obligations are recorded as a liability when the asset is initially constructed. The Company has accrued its best estimate of its share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future.

    3. ACQUISITION OF TITAN URANIUM INC.

    On December 5, 2011, the Company and Titan Uranium Inc. (“Titan”) entered into an agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (“Arrangement”), all of the outstanding common shares of Titan. Titan’s primary U.S. mineral property is the Sheep Mountain Project located about 8 miles south of Jeffrey City, Wyoming.

    The shareholders of EFI and the shareholders of Titan approved the Arrangement at their respective Special Meetings held on February 10, 2012 and February 14, 2012. The Arrangement has been approved by the Toronto Stock Exchange and was approved by the Supreme Court of British Columbia on February 21, 2012. The acquisition was completed on February 29, 2012.

    Pursuant to the Arrangement, Titan shareholders received 0.68 of an EFI common share for each common share of Titan. Under the terms of the Arrangement, all outstanding warrants of Titan became exercisable for common shares in EFI. The number of shares received upon exercise and the exercise price of Titan’s outstanding warrants were adjusted proportionately to reflect the share exchange ratio. Under the terms of the Arrangement, all Titan options expired on the business day preceding the transaction close date.

    The cost of acquisition included the fair value of the issuance of the following instruments: 89,063,997 Energy Fuels common shares at C$0.36 per share, plus 14,926,881 share purchase warrants of Energy Fuels, with an average exercise price of C$0.63 per share and a fair value of $540,853 (Note 13).

    Acquisition costs totaled $1,214,384, including the issuance of 1,256,489 EFI common shares to an associate of a shareholder, valued at $430,772 in satisfaction of the advisory fee, bringing the total purchase price to $34,253,756. The value of the Energy Fuels shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

    The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the fair value of the warrants of Titan assumed as part of the acquisition:

      Risk-free rate 0.92% - 0.94%
      Expected life 0.76 – 1.43 years
      Expected volatility 74% - 106%
      Expected dividend yield 0.0%

    The Company acquired as a result of the Titan Transaction a liability that provides for a payment obligation of $4,000,000 if the month end spot uranium price exceeds $85 per pound prior to September 30, 2012. The Company has determined that the payment terms constitute an embedded derivative and have valued the derivative liability using a valuation model. The uranium spot price and the expected volatility of the uranium spot price have a significant impact on the value derived from the valuation model. Due to the current month-end spot price of uranium ($51.00), the low volatility of the spot price, and the relative proximity to the expiration of the contract

    15



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    3. ACQUISITION OF TITAN URANIUM INC (continued)

    September 30, 2012) the Company has deemed the derivative liability to be insignificant to these financial statements.

    The transaction was accounted for as an asset purchase and the cost of each item of mineral interests, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

       
    89,063,997 common shares of EFI   32,498,519  
    Fair value of warrants assumed (Note 14)   540,853  
    Transaction costs incurred   1,214,384  
       Purchase consideration   34,253,756  
    The purchase price was allocated as follows:      
       Cash and cash equivalents   297,878  
       Marketable securities   3,446,179  
       Treasury shares   371,096  
       Prepaid expenses and other assets   221,488  
       Property, plant and equipment (1)   34,366,047  
       Restricted cash   2,007,119  
       Accounts payable and accrued liabilities   (3,025,602 )
       Loans and borrowings   (1,102,891 )
       Due to related parties   (1,026,453 )
       Decommissioning liability   (1,301,105 )
         Net identifiable assets   34,253,756  

    (1) The two properties included as part of property, plant and equipment are the Sheep Mountain property in Wyoming and the Green River property located in the San Rafael district of Utah.

    4. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED

    On May 23, 2012, the Company and Denison Mines Corp. (“Denison”) entered into an Arrangement Agreement (“Arrangement”) whereby EFI would acquire from Denison (the “Acquisition”) (i) all of the issued and outstanding shares of Denison Mines Holding Corp. (“DMHC”) (ii) all of the issued and outstanding shares of White Canyon Uranium Limited (“White Canyon”), and (iii) all indebtedness of DMHC, White Canyon and their direct and indirect subsidiaries (collectively, the “Denison US Mining Division”) owing to Denison and any affiliates of Denison (other than members of the Denison US Mining Division). Pursuant to the Arrangement, Denison shareholders received approximately 1.106 common shares of EFI for each common share of Denison.

    The acquisition is consistent with EFI’s strategy of building a fully-integrated uranium and vanadium production company in the western U.S. It provides a number of benefits including operational synergies, an accelerated rate of development of EFI’s mineral properties, higher throughput of mill feed and creates a strategic platform for continued uranium property consolidation in the western U.S.

    The shareholders of EFI and the shareholders of Denison approved the Arrangement at their respective Special Meetings held on June 25, 2012. The Arrangement was approved by the Toronto Stock Exchange on June 7, 2012 and was approved by the Ontario Superior Court of Justice on June 27, 2012. The acquisition was completed on June 29, 2012.

    16



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    4. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED (continued)

    The cost of the acquisition included the fair value of the issuance of 425,440,872 EFI common shares at C$0.19, for a total purchase price of $79,322,174. Acquisition costs totaled $2,340,707, including the issuance of 4,373,917 EFI common shares to Dundee Securities Ltd., valued at $981,300 in satisfaction of the stock component portion of their advisory fee. The value of the Energy Fuels shares issued was calculated using the common share price of the Company’s shares on the date the acquisition closed. The acquisition of DMHC and White Canyon resulted in a gain on bargain purchase as subsequent to the announcement of the acquisition, the share price of the Company decreased resulting in lower consideration being paid with no corresponding change in the fair value of the assets acquired and liabilities assumed.

    The transaction is being accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction Energy Fuels now meets the criteria of a business. In addition, post-transaction, Energy Fuels will still maintain eight of the ten board seats, the majority of senior management posts, and the overall control of the day-to-day activities of the combined entities. The accounting for the acquisition has been done on a preliminary basis taking into account the information available at the time these consolidated financial statements were prepared.

    The purchase price allocation remains preliminary and is therefore subject to further adjustment prior to the end of the third quarter of 2013 for the completion of the valuation process and analysis of resulting tax effects. Final valuations of the assets and liabilities are not yet complete due to the timing of the acquisition and complexities inherent in the valuation process. The preliminary aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

    Purchase price      
     Issuance of 425,440,872 common shares of EFI $  79,322,174  
           
    Fair value of assets and liabilities acquired   Fair Value  
         Cash and cash equivalents   552,498  
         Trade and other receivables   241,493  
         Inventories   42,309,941  
         Prepaid expenses and other assets   400,039  
         Property, plant and equipment   84,936,132  
         Restricted cash (1)   24,964,638  
         Accounts payable and accrued liabilities   (7,704,098 )
         Deferred revenue   (1,150,275 )
         Decommissioning liabilities   (13,894,946 )
        130,655,422  
     Gain on purchase   (51,333,248 )
      $  79,322,174  

      (1)

    Cash, cash equivalents and fixed income securities posted as collateral for various bonds with state and federal regulatory for estimated reclamation costs associated with the decommissioning liability of the White Mesa mill and mining properties.

    Pro forma information

    The following unaudited pro forma results of operations have been prepared as if the Denison US Mining division acquisition had occurred at October 1, 2011. The unaudited pro forma consolidated financial statement information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Any potential synergies that may be realized and integration costs that may be incurred have been excluded from the unaudited pro forma financial statement information. No adjustments were required in this unaudited pro forma consolidated financial statement information as a result of the effects of purchase accounting.

    17



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    4. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED (continued)

    For the nine month period ended June 30, 2012, pro forma consolidated revenue and net loss would have been $62.3 million and $36.5 million, respectively. The pro forma net loss included a total of $2.3 million of acquisition costs incurred in connection with the acquisition.

    5. MARKETABLE SECURITIES

    Marketable securities are classified as available-for-sale, are stated at their fair values, and consist of the following:

        June 30,     September 30,  
        2012     2011  
      $      
                 
    Mega Uranium Ltd.            
    10,000,000 common shares   1,864,390     -  
        1,864,390     -  

    6. TRADE AND OTHER RECEIVABLES

        June 30,     September 30,  
        2012     2011  
      $      
    Trade receivables - other   183,279     -  
    Sundry receivables   355,299     -  
    Notes receivable (1)(2)   563,849     -  
        1,102,427     -  

      (1)

    In September 2011, Aldershot Resources, Ltd. (“Aldershot”) elected to exercise its’ option under the areas of interest provision to participate in the Calliham mining property. The Company contributed this property to the Colorado Plateau Partners JV (“CPPJV”) and Aldershot issued a note secured by their interest in the joint venture in the amount of $509,154. Aldershot will cover the Company’s share of future CPPJV expenses until the note is settled.

         
      (2)

    On June 29, 2012, as part of the Denison Transaction, the Company acquired a note for $54,695 to Hammond Trucking, Inc for a 950G Loader. The note bears 8.5% interest and requires monthly payments which satisfy the obligation in November 2013. The current portion of this note is $41,575.

    18



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    7. INVENTORIES

        June 30,     September 30,  
        2012     2011  
      $      
    Inventory acquired in acquisition of Denison US            
    Mining Division (Note 4)            
       Uranium concentrates and work-in-progress   13,334,038     -  
       Vanadium concentrates and work-in-progress   17,669     -  
       Inventory of ore in stockpiles   25,200,048     -  
       Raw materials and consumables   3,758,186     -  
        42,309,941     -  
    Inventories - by duration            
       Current   42,309,941     -  
        42,309,941     -  

    Inventory of ore in stockpiles represents ore that will be processed within the next twelve months of planned mill production.

    8. PROPERTY, PLANT AND EQUIPMENT

        Plant and     Mineral Properties     Total  
        equipment     Operating     Pre-development        
                    and non-operating        
                             
    Cost                        
    Balance at September 30, 2011 $  14,276,652   $  -   $  20,257,050   $  34,533,702  
    Acquisition of Sheep Mountain   42,917     -     34,183,130     34,226,047  
    (Note 3)                        
    Acquisition of Green River (Note 3)   -     -     140,000     140,000  
    Acquisition of Denison US Mining                        
    Division (Note 4)   37,866,006     16,561,145     30,508,980     84,936,131  
    Additions   579,920     -     2,575,588     3,155,508  
    Impairment   (11,963,875 )   -     -     (11,963,875 )
    Balance at June 30, 2012 $  40,801,620   $  16,561,145   $  87,664,748   $  145,027,513  
                             
    Depreciation                        
    Balance at September 30, 2011 $  1,241,550   $  -   $  -   $  1,241,550  
    Depreciation for the period   131,334     -     -     131,334  
    Balance at June 30, 2012 $  1,372,884   $  -   $  -   $  1,372,884  
                             
    Carrying amounts                        
    At September 30, 2011 $  13,035,102   $  -   $  20,257,050   $  33,292,152  
    At June 30, 2012 $  39,428,736   $  16,561,145   $  87,664,748   $  143,654,629  

    19



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    8. PROPERTY, PLANT AND EQUIPMENT (continued)

    At June 30, 2012, $87.6 million of exploration and evaluation (“E&E”) assets were included in plant, property and equipment (September 30, 2011 - $20.3 million). During the nine months ended June 30, 2012, the Company acquired $30.5 million of E&E assets and capitalized $2.6 million in E&E costs. The company did not recognize any impairment related to E&E assets as at June 30, 2012 (September 30, 2012 – $nil).

    Depreciation in the amount of $86,815 (June 30, 2011 – $138,785) for property, plant and equipment used at the mill site and mine properties was capitalized to mineral properties. Substantially all of the Company’s plant, equipment and milling assets are located in the U.S.

    Impairment of Piñon Ridge Mill

    Due to the acquisition of DMHC (Note 4) which resulted in the Company acquiring the White Mesa, a fully operational uranium mill, the Company assessed the recoverable amount of Piñon Ridge Mill site for which the Company is incurring costs to obtain the mill permit. The Company estimated that the recoverable amount of Piñon Ridge Mill site based on fair value less cost to sell, considering comparable sales price per acre for nearby land. Based on the assessment, the carrying value of the Piñon Ridge mill was determined to be $12.0 million higher than its recoverable amount, and an impairment loss was recognized in the statement of comprehensive income (loss) for the three and six months ended June 30, 2012.

    Pre-development and non-operating properties

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

    20



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    8. PROPERTY, PLANT AND EQUIPMENT (continued)

    The following is a summary of pre-development non-operating property expenses by area of interest as at June 30, 2012:

        June 30,     September 30,  
        2012     2011  
      $      
       Whirlwind Mine Area   11,365,791     11,084,965  
       La Sal-Energy Queen District   3,083,558     2,617,001  
       San Rafael Area   3,183,052     3,189,988  
       Gateway District   888,145     881,035  
       Uravan District   750,979     708,340  
       Other Areas-WY, NM   43,636     43,586  
       Moab Area   296,347     296,151  
       Slick Rock District   436,542     433,257  
       Sage Plain District   1,443,125     -  
       Sheep Mountain (Note 3)   34,463,746     -  
       Henry Mountains (Note 4) (1)   13,570,752     -  
       Arizona Strip (Note 4) (1)   6,320,841     -  
       Colorado Plateau (Note 4) (1)   1,696,394     -  
       Daneros (Note 4) (1)   8,920,993     -  
             Subtotal   86,463,901     19,254,323  
        Joint Ventures            
       Colorado Plateau JV   1,171,501     974,512  
       West Lisbon JV   29,346     28,215  
    Balance   87,664,748     20,257,050  

      (1)

    Properties acquired in the Denison transaction are located in the following areas; the Henry Mountains uranium complex in southern Utah, the Arizona Strip properties in Arizona, the Colorado Plateau properties straddling the Colorado and Utah border, and the Daneros uranium properties in the White Canyon district of southeastern Utah.

    21



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    9. MILL AND MINERAL PROPERTY COMMITMENTS

    The following is a summary of future commitments by fiscal year for the Company’s properties:

        2012     2013     2014     2015     2016     Thereafter     Total  
    United States $     $     $     $     $     $     $    
    Piñon Ridge Mill   -     4,595     -     -     -     -     4,595  
    Mill License Bonding (a)   2,898,260     6,798,730     -     -     -     -     9,696,990  
    Whirlwind Mine Area   30,500     30,500     30,500     30,500     30,500     30,500     183,000  
    La Sal-Energy Queen Area   106,000     96,000     66,000     66,000     66,000     566,000     966,000  
    San Rafael District   125,015     125,016     125,017     125,018     125,019     1,875,405     2,500,490  
    Gateway District   112,200     102,200     102,200     102,200     102,200     944,400     1,465,400  
    Uravan District   84,800     99,800     99,800     99,800     99,800     184,600     668,600  
    Slick Rock District   50,550     52,550     108,550     108,550     108,550     1,017,100     1,445,850  
    Sage Plain District   -     162,500     200,000     250,000     250,000     -     862,500  
    Sheep Mountain (Note 3)   25,000     37,560     37,560     10,000     5,000     -     115,120  
    Henry Mountains (Note 4)   28,505     577,805     577,805     577,805     577,805     11,500,000     13,839,725  
    Arizona Strip (Note 4)   18,290     32,740     32,740     32,740     32,740     490,000     639,250  
    Colorado Plateau (Note 4)   -     504,505     443,005     395,005     449,005     5,407,300     7,198,820  
    Daneros (Note 4)   76,650     78,010     78,510     78,510     78,510     625,000     1,015,190  
    Colorado Plateau JV   -     68,640     68,640     68,640     6,140     72,280     284,340  
    Total Commitments   3,555,770     8,771,151     1,970,327     1,944,768     1,931,269     22,712,585     40,885,870  

    (a) Mill License Bonding

    On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and the Company on the ten substantive environmental, health and safety claims in the case challenging CDPHE’s issuance of a radioactive materials license for the Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering a time-limited administrative hearing on the issuance of the License. The License has been set aside, pending the outcome of the hearing. The hearing must be convened within 75 days of July 5, 2012 and a new licensing decision must be issued by CDPHE within 270 days of July 5, 2012.

    The company has transferred $844,400 in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1,373,900 to CDPHE as the first prepayment of the decommissioning warranty component. To fulfill the terms of the surety bond arrangement with the third-party provider, the Company deposited $686,950 cash collateral with the provider.

    Three additional prepayments of the decommissioning warranty were to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until the next construction season. The revised timetable for submitting the remaining payments are September 7, 2012 ($2,898,260), March 7, 2013 ($6,401,920) and September 7, 2013 ($396,810). These payments are delayed indefinitely pending the outcome of the hearing.

    22



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    10. DECOMMISSIONING LIABILITIES

    The following table summarizes the Company’s decommissioning liabilities:

        June 30,     September 30,  
        2012     2011  
      $      
    Reclamation obligations, beginning of year   465,752     428,732  
       Expenditures during current period   -     -  
       Revision of estimate   (20,956 )   37,020  
       Liability from acquisition of Titan (Note 3)   1,372,189     -  
       Liability from acquisition of Denison US Mining   13,894,946     -  
       Division (Note 4)            
       Accretion   -     -  
    Reclamation obligations, end of period   15,711,931     465,752  
    Site restoration liability:            
       Current   129,889     13,451  
       Non-current   15,582,042     452,301  
        15,711,931     465,752  

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted using a weighted average cost of capital ranging from 1.60% to 2.67% based on the 10-year and 20-year US Treasury rates. As at June 30, 2012 the undiscounted amount of estimated future reclamation costs for the acquired properties was $23,082,000. The total undiscounted decommissioning liability as at June 30, 2012 is $24,498,714 (June 30, 2011 - $489,872). Reclamation costs are expected to be incurred between 2013 and 2040.

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

    June 30, September 30,  
    2012 2011  
    $ $  
    Restricted cash, cash equivalents and investments   2,441,909     2,563,974  
    Restricted cash from acquisition of Titan (Note 3)   2,007,119     -  
    Restricted cash from acquisition of Denison US   24,964,638     -  
    Mining Division (Note 4)            
        29,413,666     2,563,974  

    Mill and Mine Reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. During the nine months ended June 30, 2012, the Company deposited $12,005 into its collateral account.

    23



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    11. LOANS AND BORROWINGS

    This note provides information about the contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost.

        June 30,     September 30,  
        2012     2011  
      $      
    Current portion of loans and borrowings(1)(2)(4)(5)   1,319,594     -  
    Due to related parties (3)   1,010,118     -  
        2,329,712     -  
                 
    Long-term loans and borrowings (1)(4)(5)   634,316     -  
        634,316     -  

      (1)

    On October 12, 2011 the Company issued a secured note to Nuclear Energy Corporation LLC (“NUECO”) in the amount of $1,125,720 for the assignment of the Skidmore Mineral Lease (“Skidmore”). To date the Company has transferred cash in the amount of $125,000 to NUECO in accordance with the terms of the agreement. The remaining balance of the note is repayable on the following schedule: October 13, 2012 ($250,180), October 13, 2013 ($250,180), October 13, 2014 ($250,180), and October 13, 2015 ($250,180). This note is secured by the Skidmore lease. The current portion of this note is $250,180.

         
      (2)

    On February 29, 2012, as part of the Titan Transaction, the Company acquired a note payable for $1,000,000 to Uranium One for settlement of a previous joint venture agreement. The note bears 5% interest and was due July 31, 2012. The Company has had preliminary discussions with Uranium One regarding a plan to defer this balance. The current portion of this note is $1,045,890.

         
      (3)

    On February 29, 2012, as part of the Titan Transaction, the Company acquired a liability payable to Pinetree Resource Partnership. This loan bears interest at 5% and was repaid in full on July 27, 2012. Pinetree Resource Partnership is an affiliate of Pinetree Capital Ltd., which has a greater than 5% shareholding interest in EFI and has three board positions on EFI’s Board of Directors.

    12. RELATED PARTY TRANSACTIONS

      (1)

    During quarter ended June 30, 2012, Dundee Securities Ltd. served as the Company’s financial advisor for the private placement which closed June 29, 2012 and received advisory fees totaling $480,746. Dundee Securities Ltd. is a subsidiary of Dundee Corp., as is Dundee Resources Limited, which has a greater than 10% shareholding interest in EFI and has two board positions on EFI’s Board of Directors.

         
      (2)

    During quarter ended June 30, 2012, Dundee Securities Ltd. served as the Company’s financial advisor for the acquisition of DMHC which closed June 29, 2012 and received advisory fees totaling $1,471,929 in cash and EFI common shares

         
      (3)

    During quarter ended March 31, 2012, Dundee Securities Ltd. served as the Company’s financial advisor for the Titan transaction which closed February 29, 2012 and received advisory fees totaling $710,000 in cash and EFI common shares.

         
      (4)

    At June 30, 2012, the Company has recorded a loan in the amount of $1,010,118 payable to Pinetree Resource Partnership, representing principal and interest due on loan advances made to Titan in December 2011 and January 2012.

    24



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS

    Authorized share capital

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    Recast of capital stock and contributed surplus

    The capital stock and contributed surplus balances as at June 30, 2011 were recast as a result of a reclassification of equity, within the statement of financial position, to recognize warrants issued in connection with the public offering. The net effect of the recast was a decrease in capital stock of approximately $1,060,000 for the three months ended June 30, 2011 and an equivalent increase in share purchase warrants.

    Warrants                  
              Exercise Price     Warrants  
    Month Issued   Expiry Date     C$     Issued  
    March 2011   March 31, 2015     0.65     11,500,000  
    March 2011   Sept 30, 2012     0.50     1,610,000  
    February 2012   Nov 30, 2012     0.74     1,486,725  
    February 2012   Nov 30, 2012     0.66     11,333,372  
    February 2012   Nov 30, 2012     0.44     1,766,784  
    February 2012   Aug 3, 2013     0.31     340,000  
    June 2012   June 22, 2015     0.265     17,750,250  

              Weighted  
              Average  
        Number of     Exercise Price  
        Warrants     C$  
    Balance, October 1, 2011   13,110,000     0.63  
    Transactions during the period:            
       Issued for Titan Uranium asset purchase (Note 3)   14,926,881     0.63  
       Issued in connection with private placement   17,750,250     0.265  
    Balance, end of period   45,787,131     0.49  

    Contributed surplus

        As at     As at  
        June 30, 2012     September 30, 2011  
        $    
    Balance, beginning of period   13,808,989     13,199,345  
       Stock-based compensation   1,447,879     869,831  
       Stock options exercised   (2,060 )   (260,187 )
    Balance, end of period   15,254,808     13,808,989  

    25



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

    Share purchase warrants

        As at     As at  
        June 30, 2012     September 30, 2011  
      $      
    Balance, beginning of period   4,721,705     -  
       Warrants issued in connection with public offering   -     4,295,266  
       Agent warrants issued in connection with public offering   -     426,439  
       Warrants issued in exchange for Titan Warrrants (Note 3)   540,853     -  
       Warrants issued in connection with private placement   1,463,607     -  
    Balance, end of period   6,726,165     4,721,705  

    The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $540,853 of fair value for the warrants of Titan assumed as part of the acquisition:

      Risk-free rate 0.92% - 0.94%
      Expected life 0.76 – 1.43 years
      Expected volatility 74% - 106%
      Expected dividend yield 0.0%

    On June 29, 2012 as part of the private placement, 17,750,250 share purchase warrants were issued at a price of C$0.265 per share and at a fair value of $1,463,607.

    The fair value of the share purchase warrants was estimated on the date of the issuance using the Black-Scholes option pricing model with the following assumptions:

      Risk-free rate 1.22%
      Expected life 3.0
      Expected volatility 82%
      Expected dividend yield 0.0%

    Weighted average shares

    The following is a reconciliation of weighted average shares outstanding for the three and nine months ended June 30, 2012:

        Nine months ended June 30,  
        2012     2011  
    Issued common shares at September 30   123,999,665     97,188,999  
       Effect of own shares held   (467,473 )   -  
       Effect of share options exercised   4,579     1,062,407  
    Effect of shares issued related to a business combination 1,574,413 -
       Effect of shares issued in an asset acquisition   40,363,001     1,212,480  
       Effect of shares issued in a private placement   130,038     7,694,853  
    Balance, end of period   165,604,223     107,158,739  

    26



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

        Three months ended June 30,  
        2012     2011  
    Issued common shares at March 31   213,274,084     123,849,369  
       Effect of share options exercised   13,889     -  
       Effect of shares issued related to a business combination   4,775,720     -  
       Effect of shares issued in an asset acquisition   -     108,547  
       Effect of shares issued in a private placement   394,450        
    Balance, end of period   218,458,143     123,957,916  

    14. STOCK-BASED COMPENSATION

    Stock Options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the nine months ended June 30, 2012, the Company granted 6,656,000 stock options (June 30, 2011 – 1,880,000) to its employees, directors and consultants recording stock-based compensation expense of $1,242,625, net of $198,930 that was capitalized (June 30, 2011 - $820,005, net of $0 capitalized). The Company also recorded stock-based compensation expense of $6,324 (June 30, 2011 - $26,847) for those stock options granted in a prior period and which vested during the current period. Offsetting amounts were recognized as contributed surplus.

    The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:

      Risk-free rate 1.05% - 1.26%
      Expected life 3.0 – 4.50 years
      Expected volatility 93% - 102%
      Expected dividend yield 0.0%

    The fair value of stock options granted during the period ended June 30, 2012 and September 30, 2011 is as follows:

        Nine Months Ended     Year Ended  
        June 30, 2012     September 30, 2011  
      $      
       100,000 options granted at $0.35 on 10/27/09   -     5,375  
       100,000 options granted at $0.35 on 12/22/09   -     4,550  
       306,666 options granted at $0.20 on 07/13/10   -     17,002  
       75,000 options granted at $0.62 on 10/18/10   -     33,641  
       50,000 options granted at $0.71 on 11/10/10   -     24,474  
       1,755,000 options granted at $0.51 on 04/13/11   -     779,782  
       5,840,000 options granted at $0.31 on 03/07/12   1,308,162     -  
       136,000 options granted at $0.39 on 03/07/12   22,608     -  
       680,000 options granted at $0.86 on 03/07/12   110,785     -  
    Value of stock options granted   1,441,555     864,824  

    27



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    14. STOCK-BASED COMPENSATION (continued)

    The summary of the Company’s stock options at June 30, 2012 and September 30, 2011, and the changes for the fiscal periods ending on those dates is presented below:

        As at June 30, 2012     As at September 30, 2011  
              Weighted           Range of     Weighted        
        Range of     Average           Exercise     Average        
        Exercise Prices     Exercise Price     Number of     Prices     Exercise Price     Number of  
        C$     C$     Options     C$     C$     Options  
    Balance, beginning of period   0.16 - 2.25     0.59     6,620,300     0.16 - 2.25     0.60     6,543,000  
    Transactions during the period:                                    
       Granted   0.31 - 0.86     0.37     6,656,000     0.51 - 0.71     0.52     1,880,000  
       Exercised   0.20     0.20     (16,667 )   0.20 - 0.45     0.43     (1,482,700 )
       Forfeited   0.20 - 2.25     0.47     (553,333 )   2.25     2.25     (125,000 )
       Expired   0.45     0.45     (68,500 )   0.45     0.45     (195,000 )
    Balance, end of period   0.16 - 2.25     0.48     12,637,800     0.16 - 2.25     0.59     6,620,300  

    The following table reflects the actual stock options issued and outstanding as of June 30, 2012:

              Remaining     Number of     Number of     Number of  
        Exercise Price     Contractual     Options     Options     Options  
    Expiry Date   C$     Life (Years)     Outstanding     Vested     Unvested  
     Nov-2012   0.45     0.37     481,800     481,800     -  
     Jan-2013   2.25     0.53     700,000     700,000     -  
     Feb-2014   0.35     1.60     600,000     600,000     -  
     Jul-2014   0.35     2.05     605,000     605,000     -  
     Oct-2014   0.35     2.31     150,000     150,000     -  
     Jun-2015   0.16     2.98     12,500     12,500     -  
     Jul-2015   0.20     3.04     810,000     706,666     103,334  
     Jul-2015   0.17     3.06     12,500     12,500     -  
     Aug-2015   0.30     3.10     900,000     900,000     -  
     Oct-2015   0.62     3.30     75,000     75,000     -  
     Nov-2015   0.71     3.36     50,000     50,000     -  
     Apr-2016   0.51     3.79     1,685,000     1,685,000     -  
     Mar-2015   0.39     2.68     136,000     136,000     -  
     Mar-2016   0.86     3.69     680,000     680,000     -  
     Mar-2017   0.31     4.69     5,740,000     5,740,000     -  
              3.56     12,637,800     12,534,466     103,334  

    28



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    15. COMMITMENTS

    The Company is committed to payments under various operating leases and purchase agreements. The future minimum payments are as follows:

        2012     2013     2014     2015     2016     2017     Total  
    As at June 30, 2012 $     $     $     $     $     $     $    
    Rent   96,540     491,182     527,940     540,371     369,383     369,735     2,395,151  
    Office expenses   10,747     37,989     31,913     2,918     -     -     83,567  
    Vehicles   31,500     126,000     126,000     126,000     94,500     -     504,000  
    Consumable materials   1,732,854     1,803,126     -     -     -     -     3,535,980  
        1,871,641     2,458,297     685,853     669,289     463,883     369,735     6,518,698  

    16. COMPARATIVE FIGURES

    Certain comparative figures have been reclassified to conform to the presentation adopted in the current year.

    17. SUBSEQUENT EVENTS

    Financing

    On July 24, 2012 the Company completed a public issue by prospectus financing of 22,000 floating-rate convertible unsecured subordinated debentures maturing June 30, 2017 (the “Debentures”). The Debentures were issued at a price of C$1,000 per Debenture for gross proceeds of C$22 million (the “Offering”). The Debentures are convertible into common shares at the option of the holder at a conversion price of C$0.30 per common share. The Debentures will accrue interest, payable semi-annually in arrears on June 30 and December 31 of each year at a fluctuating rate, of not less than 8.5% and not more than 13.5%, indexed to the simple average spot price of uranium as reported on the Ux Weekly Indicator Price. The Debentures may be redeemed in whole or part, at par plus accrued interest and unpaid interest by the Company between June 30, 2015 and June 30, 2017 subject to certain terms and conditions, provided the volume weighted average trading price of the common shares of the Company on the TSX during the 20 consecutive trading days ending five days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price.

    The Company estimates it will receive net proceeds from the Offering of C$20.68M million, after deducting the underwriter’s fee and expenses. The net proceeds will be used for sustaining capital to maintain existing mine operations, mine permitting and development of existing properties, repayment of certain indebtedness, and for working capital and general corporate purposes.

    Stock-option grant

    On August 13, 2012 the Company granted 3,250,000 stock options at C$0.23 to former Denison employees. These options are fully vested and have a term of five years.

    29



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    18. TRANSITION TO IFRS

    Overview

    The Company has adopted IFRS, effective for interim and annual financial statements relating to its fiscal year ended September 30, 2012.

    The accounting policies have been selected to be consistent with IFRS as is expected to be in effect on September 30, 2012, the Company’s first annual IFRS reporting date. These policies have been applied in the preparation of these unaudited condensed consolidated interim financial statements, including all comparative information. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian GAAP.

    First-time Adoption of IFRS

    IFRS 1 requires reconciliation disclosures that explain how the transition from Canadian GAAP to IFRS has affected the Company’s previously reported consolidated financial statements prepared in accordance with previous Canadian GAAP for the three and nine months ended June 30, 2012. The following provides the reconciliation of shareholders’ equity and comprehensive loss from Canadian GAAP to IFRS for the respective periods. The adoption of IFRS did not have a material impact on the condensed consolidated statement of cash flows.

    Reconciliation of Canadian GAAP to IFRS

    The following provides reconciliations of the shareholders’ equity and comprehensive loss from Canadian GAAP to IFRS for the respective periods.

      September 30,    June 30,  
      Note 2011 2011  
                       
    Shareholders' equity under Canadian GAAP       $  42,192,648   $  45,624,245  
    Shareholders' equity under IFRS         $   42,192,648   $  45,624,245  
                       
              Year Ended     Nine Months  
            September 30,        Ended June 30,  
        Note     2011     2011  
                       
    Comprehensive loss under Canadian GAAP                 $  (3,571,219 ) $  (3,392,029 )
    Change in recognition of share-based payments   b     3,947     2,953  
    Net loss under IFRS         (3,567,272 )   (3,389,076 )
    Foreign currency translation reserve         (1,223,315 )   2,024,949  
    Net comprehensive loss under IFRS                   $   (4,790,587 ) $  (1,364,127 )

    30



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    18. TRANSITION TO IFRS (continued)

    In preparing its opening IFRS statement of financial position, the Company has adjusted amounts previously reported in financial statements prepared in accordance with previous Canadian GAAP. An explanation of how the transition from previous Canadian GAAP to IFRSs has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

    Reconciliation of consolidated statements of comprehensive income (loss) for the nine months ended June 30, 2011  
                        Effect of transition to IFRS  
                                         
              Adjustments to                          
              US dollar                          
        June 30, 2011     presentation     June 30, 2011           IFRS        
        Canadian GAAP     currency     Canadian     IFRS     Adjustment June 30, 2011  
        (C$)     (Note 2)   GAAP     Adjustments References     IFRS  
                    (As restated)                    

    REVENUES

    $  -   $  -   $  -   $  -       $ -  

     

                                       

    EXPENSES

                                       

    Administrative

      -     -     -     407,844     a     407,844  

    Consulting

      -     -     -     171,859     a     171,859  

    Depreciation

      83,616     964     84,580     -           84,580  

    Foreign exchange loss

      258,279     2,978     261,257     -           261,257  

    General and administrative

      2,182,485     25,167     2,207,652     (2,207,652 )   a     -  

    Insurance

      -     -     -     113,692     a     113,692  

    Interest expense

      -     -     -     225     a     225  

    Professional fees

      -     -     -     324,281     a     324,281  

    Salaries and other benefits

      -     -     -     924,428     a     924,428  

    Shareholder relations

      -     -     -     265,324     a     265,324  

    Stock-based compensation

      840,117     9,688     849,805     (2,953 )   b     846,852  

    NET LOSS BEFORE FINANCE CHARGES

      (3,364,497 )   (38,797 )   (3,403,294 )   2,953           (3,400,342 )

     

                                       

    Finance income

      5,539     64     5,603     -           5,603  

    Other income

      5,598     65     5,663     -           5,663  

    NET LOSS BEFORE TAXES

      (3,353,360 )   (38,668 )   (3,392,028 )   2,953           (3,389,076 )

    Income tax expense

      -     -     -     -           -  

    NET LOSS FOR THE PERIOD

      (3,353,360 )   (38,668 )   (3,392,028 )   2,953           (3,389,076 )

    Foreign currency translation reserve

      -     2,024,949     2,024,949     -           2,024,949  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (3,353,360 ) $  1,986,281   $  (1,367,079 ) $  2,953   $  (1,364,127 )

    31



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)
     

    18. TRANSITION TO IFRS (continued)

    Reconciliation of consolidated statements of comprehensive income (loss) for the three months ended June 30, 2011  
                        Effect of transition to IFRS  
                                         
              Adjustments to                          
              US dollar                          
        June 30, 2011     presentation     June 30, 2011           IFRS        
        Canadian GAAP     currency     Canadian     IFRS     Adjustment     June 30, 2011    
        (C$)     (Note 2)   GAAP     Adjustments References     IFRS  
                    (As restated)                    

    REVENUES

    $  -   $  -   $  -   $  -   $       -  

     

                                       

    EXPENSES

                                       

    Administrative

      -     -     -     131,744     a     131,744  

    Consulting

      -     -     -     54,398     a     54,398  

    Depreciation

      46,543     927     47,470     -           47,470  

    Foreign exchange loss

      591,650     3,312     594,962     -           594,962  

    General and administrative

      939,443     23,945     963,388     (963,388 )   a     -  

    Insurance

      -     -     -     27,866     a     27,866  

    Interest expense

      -     -     -     92     a     92  

    Professional fees

      -     -     -     126,087     a     126,087  

    Salaries and other benefits

      -     -     -     532,403     a     532,403  

    Shareholder relations

      -     -     -     90,779     a     90,779  

    Stock-based compensation

      763,572     9,590     773,162     (984 )   b     772,178  

    NET LOSS BEFORE FINANCE CHARGES

      (2,341,208 )   (37,774 )   (2,378,982 )   1,003           (2,377,979 )

     

                                       

    Finance income

      3,642     62     3,704     -           3,704  

    Other income (expense)

      (8,951 )   50     (8,901 )   -           (8,901 )

    NET LOSS BEFORE TAXES

      (2,346,517 )   (37,663 )   (2,384,179 )   1,003           (2,383,176 )

    Income tax expense

      -     -     -     -           -  

    NET LOSS FOR THE PERIOD

      (2,346,517 )   (37,663 )   (2,384,179 )   1,003           (2,383,176 )

    Foreign currency translation reserve

      -     332,427     332,427     -           332,427  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (2,346,517 ) $  294,764   $  (2,051,752 ) $  1,003   $  (2,050,749 )

    a.

    The effect of the change to present expenses recognized in profit or loss using a classification based on their function.

       
    b.

    The effect of the change to include forfeitures in the determination of the fair value of stock options issued. Under Canadian GAAP, these adjustments are recognized as they occur.

    32



    Exhibit 99.62

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

       

    Energy Fuels Inc. (“Energy Fuels”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

       
    2.

    Date of Material Change:

       

    June 29, 2012

       
    3.

    News Release:

       

    The press release attached hereto as Schedule “A” was disseminated via Marketwire on June 29, 2012.

       
    4.

    Summary of Material Change:

       

    See the press release attached as Schedule “A.”

       
    5.

    Full Description of Material Change:

       

    Energy Fuels announced the closing of its previously announced transaction whereby Energy Fuels acquired all of the shares of the subsidiaries holding Denison Mines Corp.’s (“Denison”) U.S. mining assets and operations (the “US Mining Division”), as well as all of the inter-company debt between Denison and the US Mining Division. The details of the transaction are set out in the management information circular of Energy Fuels dated May 28, 2012 distributed in connection with the special meeting of shareholders held on June 25, 2012.

       

    The transaction was completed under a plan of arrangement (the “Arrangement”) in accordance with the Business Corporations Act (Ontario) which was approved by the Ontario Superior Court of Justice. Under the Arrangement, the following transactions took effect at 11:59 p.m. on June 29, 2012: (i) the US Mining Division and related inter-company debt were transferred by Denison to Energy Fuels in exchange for a promissory note and a nominal amount of cash, (ii) Denison completed a reorganization of its capital, including a distribution of the promissory note to its shareholders on a pro rata basis, and (iii) Energy Fuels satisfied the promissory note by issuing an aggregate of 425,440,872 common shares of Energy Fuels to the Denison shareholders, resulting in the distribution of approximately 1.106 common shares of Energy Fuels per Denison common share, all as previously announced. Upon completion of the Arrangement, Denison shareholders held, in aggregate, approximately 63% of the issued and outstanding common shares of Energy Fuels.

       

    Effective June 30, 2012, Energy Fuels increased the size of its board to ten directors. Ron Hochstein, the President and Chief Executive Officer of Denison, and W. Robert Dengler, a Denison director, have been appointed as directors

       

    In addition, in connection with the closing of the transaction, the net proceeds of the private placement of subscription receipts completed by Energy Fuels on June 21, 2012 have been released from escrow and delivered to Energy Fuels. Energy Fuels issued 35,500,500 common shares and 17,750,250 common share purchase warrants on the conversion of the subscription receipts. Each warrant entitles the holder to purchase one additional common share of Energy Fuels at a price of $0.265 until June 21, 2015. Energy Fuels also issued 4,373,917 common shares to Dundee Securities Ltd. in part payment for services provided in connection with the Transaction.




    6.

    Reliance on subsection 7.1(2) or (3) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.

       
    8.

    Executive Officer:

       

    The following executive officer of the Corporation is knowledgeable about the material change:

       

    Gary R. Steele, Vice President – Corporate Marketing & Secretary (303) 974-2147

       
    9.

    Date of Report:

       

    July 3, 2012



    Schedule “A”

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels announces closing of acquisition of Denison’s U.S.
    mining assets and release of funds from subscription receipt
    financing

    Toronto, Ontario – June 29, 2012

    Energy Fuels Inc. (TSX:EFR) (“Energy Fuels”) is pleased to announce the closing of its previously announced transaction whereby Energy Fuels will acquire all of the shares of the subsidiaries holding Denison Mines Corp.’s ( “Denison” ) U.S. mining assets and operations (the “US Mining Division”), as well as all of the inter-company debt between Denison and the US Mining Division. The transaction is being completed under a plan of arrangement (the “Arrangement”) in accordance with the Business Corporations Act (Ontario) which was previously approved by the Ontario Superior Court of Justice. All conditions of closing have now been satisfied by both parties, and a Certificate of Arrangement giving effect to the Arrangement has been issued. Under the Arrangement, the following transactions will take effect at 11:59 p.m. on June 29, 2012: (i) the US Mining Division and related inter-company debt will be transferred by Denison to Energy Fuels in exchange for a promissory note and a nominal amount of cash, (ii) Denison will complete a reorganization of its capital, including a distribution of the promissory note to its shareholders on a pro rata basis, and (iii) Energy Fuels will repay the promissory note by issuing approximately 1.106 common shares of Energy Fuels per Denison common share to the Denison shareholders, all as previously announced. Upon completion of the Arrangement, Denison shareholders will, in aggregate, hold approximately 63% of the issued and outstanding common shares of Energy Fuels.

    Effective June 30, 2012, Energy Fuels has increased the size of its board to ten directors. Ron Hochstein, the President and Chief Executive Officer of Denison, and Robert Dengler, a Denison director, have been appointed as directors.

    In addition, in connection with the closing of the transaction, the net proceeds of the private placement of subscription receipts completed by Energy Fuels on June 21, 2012 have been released from escrow and delivered to Energy Fuels. Energy Fuels issued 35,500,500 common shares and 17,750,250 common share purchase warrants on the conversion of the subscription receipts. Each warrant entitles the holder to purchase one additional common share of Energy Fuels at a price of $0.265 until June 21, 2015. Energy Fuels also issued 4,373,917 common shares to Dundee Securities Ltd. in part payment for services provided in connection with the Transaction.


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the Transaction and completion of the Arrangement between Energy Fuels and Denison and any other statements regarding Energy Fuels’ or Denison’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Denison’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements including, without limitation, the risk factors described in Energy Fuels’ and Denison’s most recent annual information forms, annual and quarterly financial reports and management information circulars.

    Energy Fuels assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Energy Fuels relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities issued pursuant to the Arrangement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

    For further information please contact:

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: s.antony@energyfuels.com



    Exhibit 99.63

      Borden Ladner Gervais LLP
      Scotia Plaza, 40 King Street W
      Toronto, ON, Canada M5H 3Y4
      T416.367.6000
      F416.367.6749
      blg.com

    July 13, 2012

    VIA SEDAR

    Ontario Securities Commission

    Dear Sirs/Mesdames:

    Re: Business Acquisition Report of Energy Fuels Inc. (the “Company”) dated July 3,
      2012 (the “Business Acquisition Report”)
      SEDAR Project # 1929692

    On July 3, 2012 we filed, on behalf of the Company, the Business Acquisition Report (SEDAR Project # 1929692.)

    Subsequently, we are filing a revised Business Acquisition Report. This covering letter has been added as a cover page to the Business Acquisition Report and the Business Acquisition Report has been revised to include the corrected audited consolidated financial statements of White Canyon Uranium Limited as at and for the years ended June 30, 2011 and June 30, 2010 (Schedule C to the Business Acquisition Report). We have also provided additional details with respect to the basis of presentation of the financial statements under the heading “Item 3 – Financial Statements” in the Business Acquisition Report.

    These are the only differences to the document from the version filed July 3, 2012.

    Please do not hesitate to contact us should you have any concerns with respect to this filing.

    Yours very truly,

    BORDEN LADNER GERVAIS LLP

    (Signed) “Borden Ladner Gervais LLP”

    Lawyers | Patent & Trade-mark Agents


    ENERGY FUELS INC.

    FORM 51-102F4

    BUSINESS ACQUISITION REPORT

    Item 1 – Identity of Company

    1.1

    Name and Address of Company

       

    Energy Fuels Inc.

      2 Toronto Street, Suite 500

    Toronto, Ontario M5C 2B6

       

    Energy Fuels Inc. is referred to in this Report as “EFI” or the “Company”.

       
    1.2

    Executive Officer

       

    The following executive officer of the Company is knowledgeable about the significant acquisition and this Report:

       

    Jeffrey L. Vigil
    Chief Financial Officer
    Telephone: (303) 974-2140

    Item 2 – Details of Acquisition

    2.1

    Nature of Business Acquired

       

    EFI acquired from Denison Mines Corp. (“Denison”) all of the outstanding shares of White Canyon Uranium Limited (“White Canyon”) and Denison Mines Holdings Corp. (“DMHC”) (other than shares of DMHC held by White Canyon) (collectively, the “Purchased Shares”), as well as all of the inter-company debt owed by DMHC, White Canyon and their subsidiaries (collectively, the “Denison US Mining Group”) to Denison and its affiliates (other than members of the Denison US Mining Group) (the “Acquired Debt”). The transaction was effected by way of a Plan of Arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) pursuant to an arrangement agreement dated as of May 23, 2012 (the “Arrangement Agreement”) between EFI and Denison.

       

    Further details regarding the Arrangement and the Denison US Mining Group can be found in the management information circular of EFI dated May 28, 2012 distributed in respect of the special meeting of shareholders held on June 25, 2012, and in the material change report of EFI dated July 3, 2012, each of which has been filed on SEDAR and is available at www.sedar.com .

       
    2.2

    Date of Acquisition

       

    The acquisition was completed on June 29, 2012.




    2.3

    Consideration

       

    Pursuant to the Arrangement: (i) EFI paid $10 cash to Denison for the Purchased Shares; (ii) issued a promissory note to Denison for the Acquired Debt, which promissory note was assigned by Denison to shareholders of Denison on a pro rata basis; (iii) EFI issued an aggregate of 425,440,872 common shares to the shareholders of Denison, on the basis of approximately 1.106 common shares of EFI for each Denison common share held, in full satisfaction of the promissory note. Immediately following completion of the Arrangement, Denison shareholders in aggregate owned approximately 63% of the issued and outstanding common shares of EFI.

       
    2.4

    Effect on Financial Position

       

    The Company currently has no plans or proposals for material changes in the business affairs of EFI, DMHC, or White Canyon which may have a significant effect on the results of operations or financial position of EFI. The effect of the acquisition of DMHC on EFI’s financial position is outlined in the unaudited pro forma financial statements attached as Schedule “D” hereto.

       
    2.5

    Prior Valuations

       

    No valuation opinions were obtained by EFI or, to the knowledge of EFI, by Denison, within the 12 months preceding the date of the Acquisition. EFI obtained a fairness opinion in respect of the Acquisition, a copy of which was attached as a schedule to the management information circular of EFI dated May 28, 2012 which was filed by EFI on www.sedar.com on June 4, 2012.

       
    2.6

    Parties to Transaction

       

    The Acquisition was not with informed persons, associates or affiliates of EFI. At completion of the Acquisition, EFI appointed two Denison representatives to the EFI Board.

       
    2.7

    Date of Report

       

    July 3, 2012

    Item 3 – Financial Statements

    The following financial statements required by Part 8 of National Instrument 51-102 are attached hereto as follows.

      (a)

    Audited consolidated financial statements of DMHC as at and for the years ended December 31, 2011 and December 31, 2010, prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), attached hereto as Schedule “A”;

      (b)

    Unaudited condensed interim consolidated financial statements of DMHC as at and for the three months ended March 31, 2012 and March 31, 2011, prepared in accordance with IFRS as issued by the IASB applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting, attached hereto as Schedule “B”;

      (c)

    The financial report (the “Financial Report”) of White Canyon, including the Audited consolidated financial statements as at and for the years ended June 30, 2011 and June 30, 2010, prepared in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporation Act 2001, is attached hereto as Schedule “C”. The Financial Report complies with all Australian equivalents to IFRS in their entirety. Compliance with Australian equivalents to IFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with IFRS. The audit in respect of the 12




     

    months ended 30 June 2011 and 30 June 2010 was completed in accordance with Australian Auditing Standards and International Standards on Auditing; and

      (d)

    Unaudited pro forma condensed consolidated statements of financial position as at September 30, 2011, the unaudited pro forma condensed consolidated statements of comprehensive loss for the year ended September 30, 2011, and the unaudited pro forma condensed consolidated statements of comprehensive income loss for the six months ended March 31, 2012 of EFI, attached hereto as Schedule “D”.

    The auditors of DMHC and White Canyon have not given their consent to the inclusion of their audit report in this Report.


    INDEPENDENT AUDITOR’S REPORT

    To the Directors of Denison Mines Holdings Corp.

    We have audited the accompanying consolidated financial statements of Denison Mines Holdings Corp. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2011, December 31, 2010 and January 1, 2010 and the consolidated statements of income (loss) and comprehensive income (loss), the consolidated statements of changes in equity, and the consolidated statements of cash flow for the years ended December 31, 2011 and December 31, 2010, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

    Management’s responsibility for the financial statements

    Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards (“IFRS”), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

    Auditor’s responsibility

    Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

    We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

    Opinion

    In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Denison Mines Holdings Corp. as at December 31, 2011, December 31, 2010 and January 1, 2010 and its results of operations and its cash flows for the years ended December 31, 2011 and December 31, 2010 in accordance with IFRS.

    Original signed by “ PricewaterhouseCoopers LLP

    Chartered Accountants, Licensed Public Accountants
    May 22, 2012

    - 1 -



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Financial Position
    (Expressed in thousands of U.S. dollars)

        At December 31     At December 31     At January 1  
        2011     2010     2010  
    ASSETS                  
    Current                  
    Cash $  230   $  9,551   $  232  
    Trade and other receivables (note 6)   7,940     14,892     2,279  
    Inventories (note 7)   34,496     26,368     31,228  
    Prepaid expenses and other   1,120     1,221     938  
        43,786     52,032     34,677  
    Non-Current                  
    Investments   46     200     117  
    Restricted cash and investments (note 8)   24,651     20,315     19,564  
    Property, plant and equipment (note 9)   80,678     94,400     79,948  
    Long-term receivables (note 15)   9,595     9,151     8,525  
    Total assets $  158,756   $  176,098   $  142,831  
                       
    LIABILITIES                  
    Current                  
    Accounts payable and accrued liabilities $  7,462   $  8,926   $  6,562  
    Current portion of long-term liabilities:                  
          Deferred revenue   893     -     -  
        8,355     8,926     6,562  
    Non-Current                  
    Deferred revenue   -     3,339     3,186  
    Debt obligations (note 15)   116,755     103,993     100,322  
    Reclamation obligations (note 11)   7,140     6,383     8,609  
    Other liabilities (note 15)   2,035     1,810     100  
    Total liabilities   134,285     124,451     118,779  
                       
    EQUITY                  
    Share capital (note 13)   191,164     128,894     117,450  
    Deficit   (166,739 )   (77,447 )   (93,515 )
    Accumulated other comprehensive income   46     200     117  
    Total equity   24,471     51,647     24,052  
    Total liabilities and equity $  158,756   $  176,098   $  142,831  

    Commitments and contingencies (note 17)
    Subsequent events (note 18)

    The accompanying notes are an integral part of the consolidated financial statements

    On behalf of the Board of Directors :  
       
    Original signed by “ Ron F. Hochstein Original signed by “ David C. Frydenlund
    Director Director

    - 2 -



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
    (Expressed in thousands of U.S. dollars)

        Year Ended  
        December 31     December 31  
        2011     2010  
                 
    REVENUES (note 14) $  71,003   $  79,142  
                 
    EXPENSES            
    Operating expenses (note 14)   (76,245 )   (66,602 )
    Mineral property exploration   (678 )   (566 )
    General and administrative   (5,253 )   (5,276 )
    Goodwill impairment (note 10)   (32,625 )   -  
    Impairment of property, plant and equipment (note 9)   (44,079 )   -  
    Other income (note 14)   912     11,566  
        (157,968 )   (60,878 )
    Income (loss) before finance charges   (86,965 )   18,264  
                 
    Finance expense (note 14)   (1,736 )   (1,728 )
    Income (loss) before taxes   (88,701 )   16,536  
                 
    Income tax recovery (expense) (note 12):            
       Current   (26 )   (468 )
       Deferred   (565 )   -  
    Net income (loss) for the period $  (89,292 ) $  16,068  
                 
    Comprehensive income (loss):            
       Unrealized gain (loss) on investments   (154 )   83  
    Comprehensive income (loss) for the period $  (89,446 ) $  16,151  

    The accompanying notes are an integral part of the consolidated financial statements

    - 3 -



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Changes in Equity
    (Expressed in thousands of U.S. dollars)

        Year Ended  
        December 31     December 31  
        2011     2010  
                 
    Share capital            
    Balance-beginning of period $  128,894   $  117,450  
    Capital contribution   -     11,444  
    Share issues   62,270     -  
    Balance-end of period   191,164     128,894  
                 
    Deficit            
    Balance-beginning of period   (77,447 )   (93,515 )
    Net income (loss)   (89,292 )   16,068  
    Balance-end of period   (166,739 )   (77,447 )
                 
    Accumulated other comprehensive income            
    Balance-beginning of period   200     117  
    Unrealized gain (loss) on investments   (154 )   83  
    Balance–end of period   46     200  
                 
    Total Equity            
    Balance-beginning of period $  51,647   $  24,052  
    Balance-end of period $  24,471   $  51,647  

    The accompanying notes are an integral part of the consolidated financial statements

    - 4 -



    DENISON MINES HOLDINGS CORP.
    Consolidated Statements of Cash Flow
    (Expressed in thousands of U.S. dollars)

        Year Ended  
        December 31     December 31  
    CASH PROVIDED BY (USED IN):   2011     2010  
                 
    OPERATING ACTIVITIES            
    Net income (loss) for the period $  (89,292 ) $  16,068  
    Items not affecting cash:            
       Depletion, depreciation, amortization and accretion   33,934     30,803  
       Goodwill impairment   32,625     -  
       Impairment on property, plant and equipment   44,079     -  
       Losses (gains) on asset disposals   534     (56 )
       Gains on restricted investments   (401 )   (207 )
       Non-cash inventory adjustments   150     (10,235 )
       Deferred income tax expense (recovery)   565     -  
    Change in non-cash working capital items (note 14):   (22,151 )   (17,384 )
    Net cash provided by operating activities   43     18,989  
                 
    INVESTING ACTIVITIES            
    Cash acquired from business transfer (note 5)   1,197     -  
    Decrease (increase) in notes receivable   784     (857 )
    Expenditures on property, plant and equipment   (20,352 )   (23,494 )
    Proceeds on sale of property, plant and equipment   33     110  
    Increase in restricted cash and investments   (3,788 )   (544 )
    Net cash used in investing activities   (22,126 )   (24,785 )
                 
    FINANCING ACTIVITIES            
    Increase in debt obligations   12,762     3,671  
    Capital contributions   -     11,444  
    Net cash provided by financing activities   12,762     15,115  
                 
    Increase (decrease) in cash   (9,321 )   9,319  
    Cash, beginning of period   9,551     232  
    Cash, end of period $  230   $  9,551  
                 
    Supplemental cash flow disclosure :            
       Interest paid   1,809     1,658  
       Income taxes paid (recovered) $  25   $  (1,386 )

    The accompanying notes are an integral part of the consolidated financial statements

    - 5 -



    DENISON MINES HOLDINGS CORP.
    Notes to the consolidated financial statements for the years ended December 31, 2011 and 2010
    (Expressed in U.S. dollars except for shares and per share amounts)

    1.

    NATURE OF OPERATIONS

       

    Denison Mines Holdings Corp. and its subsidiary companies (collectively, the “Company”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium bearing properties, extraction, processing and selling of uranium.

       

    The Company has a 100% interest in the White Mesa mill located in Utah, United States and has interests in a number of nearby mines. Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co- product of some of the Company’s mines is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company is also in the business of processing uranium bearing waste materials, referred to as “alternate feed materials”.

       

    Denison Mines Holdings Corp. (“DMHC”) is incorporated in the State of Delaware and domiciled in the United States. The address of its registered head office is 1050 17 th Street, Suite 950, Denver, Colorado, United States, 80265. The Company is a wholly owned subsidiary of Denison Mines Corp. (the “Parent”), which holds all of the Company’s common shares either directly or indirectly through White Canyon Uranium Limited (“WCU”), another subsidiary of the Parent. The Parent is a publicly listed corporation incorporated under the Business Corporations Act (Ontario) and domiciled in Canada.

       

    References to “2011” and “2010” refer to the year ended December 31, 2011 and the year ended December 31, 2010 respectively.

       
    2.

    BASIS OF PRESENTATION AND ADOPTION OF IFRS

       

    The consolidated financial statements are the Company’s first annual financial statements and have been prepared in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. All adjustments considered necessary by management for fair presentation have been included in these financial statements.

       

    The Company’s presentation currency is U.S dollars.

       

    These financial statements were approved by the board of directors for issue on May 22, 2012.

       
    3.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The significant accounting policies used in the preparation of these consolidated financial statements are described below:


      (a)

    Consolidation

         
     

    The financial statements of the Company consolidate the accounts of DMHC and its subsidiaries. Subsidiaries are those entities which DMHC controls by having the power to govern the financial and operating policies. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether DMHC controls another entity. Subsidiaries are fully consolidated from the date on which control is obtained by DMHC and are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealized gains and losses from intercompany transactions are eliminated.

         
      (b)

    Foreign currency translation


      (i)

    Functional and presentation currency

         
     

    Items included in the financial statements of each entity in the DMHC group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). Primary and secondary indicators are used to determine the functional currency (primary indicators have priority over secondary indicators). Primary indicators include the currency that mainly influences sales prices and the currency that mainly influences labour, material and other costs. Secondary indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operating activities are usually retained. The U.S. dollar has been determined to be the functional currency for the Company and its subsidiaries.

    - 6 -



     

    The consolidated financial statements are presented in U.S. dollars, unless otherwise stated.

         
      (ii)

    Transactions and balances

         
     

    Foreign currency transactions are translated into an entity’s functional currency using the exchange rates prevailing at the dates of the transactions. Generally, foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the statement of income.


      (c)

    Business combinations

         
     

    A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs, have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs.

         
     

    Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their acquisition-date fair values. The acquisition date is the date the Company acquires control over the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

         
     

    Acquisition related costs, other than costs to issue debt or equity securities of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees and other professional or consulting fees are expensed as incurred.

         
     

    If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. The maximum length of time for the measurement period is one year from the acquisition date.

         
      (d)

    Cash

         
     

    Cash includes cash on hand and deposits held with banks which are subject to an insignificant risk of changes in value.

         
      (e)

    Financial instruments

         
     

    Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligations specified in the contract is discharged, cancelled or expires.

         
     

    At initial recognition, the Company classifies its financial instruments in the following categories:


      (i)

    Financial assets and liabilities at fair value through profit or loss (“FVPL”)

         
     

    A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short-term. Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed in the consolidated statement of income. Gains and losses arising from changes in fair value are presented in the consolidated statement of income in the period in which they arise.

    - 7 -



      (ii)

    Available-for-sale investments

         
     

    Available-for-sale investments are recognized initially at fair value plus transaction costs and are subsequently carried at fair value. Gains or losses arising from re-measurement are recognized in other comprehensive income. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income to the statement of income.

         
      (iii)

    Loans and receivables

         
     

    Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognized at the amount expected to be received, less a discount (when material) to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

         
      (iv)

    Financial liabilities at amortized cost

         
     

    Financial liabilities are initially recognized at the amount required to be paid, less a discount (when material) to reduce the financial liabilities to fair value. Subsequently, financial liabilities are measured at amortized cost using the effective interest method.

    The Company has designated its financial assets and liabilities as follows:

      (f)

    Impairment of financial assets

         
     

    At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other than a financial asset classified as fair value through profit and loss) is impaired. Objective evidence of an impairment loss includes: i) significant financial difficulty of the obligor; ii) delinquencies in interest or principal payments; iii) increased probability that the borrower will enter bankruptcy or other financial reorganization; and iv) in the case of equity securities, a significant or prolonged decline in the fair value of the security below its cost.

         
     

    If such evidence exists, the Company recognizes an impairment loss, as follows:


      (i)

    Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account.

         
      (ii)

    Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset and its fair value at the measurement date, less any impairment losses previously recognized in the statement of income. This amount represents the cumulative loss in accumulated other comprehensive income that is reclassified to net income.


      (g)

    Inventories

         
     

    Expenditures, including depreciation, depletion and amortization of production assets, incurred in the mining and processing activities that will result in the future concentrate production are deferred and accumulated as ore in stockpiles and in-process and concentrate inventories. These amounts are carried at the lower of average costs or net realizable value (“NRV”). NRV is the difference between the estimated future concentrate price (net of selling costs) and estimated costs to complete production into a saleable form.

    - 8 -



     

    Stockpiles are comprised of coarse ore that has been extracted from the mine and is available for further processing. Mining production costs are added to the stockpile as incurred and removed from the stockpile based upon the average cost per ton of ore produced from mines considered to be in commercial production. The current portion of ore in stockpiles represents the amount expected to be processed in the next twelve months.

         
     

    In-process and concentrate inventories include the cost of the ore removed from the stockpile, a pro-rata share of the amortization of the associated mineral property, as well as production costs incurred to process the ore into a saleable product. Processing costs typically include labor, chemical reagents and directly attributable mill overhead expenditures. Items are valued according to the first-in first-out method (FIFO) or at weighted average cost, depending on the type of inventory or work-in-process.

         
     

    Materials and other supplies held for use in the production of inventories are carried at average cost and are not written down below that cost if the finished products in which they will be incorporated are expected to be sold at or above cost. However, when a decline in the price of concentrates indicates that the cost of the finished products exceeds net realizable value, the materials are written down to net realizable value. In such circumstances, the replacement cost of the materials may be the best available measure of their net realizable value.

         
      (h)

    Property, plant and equipment

         
     

    Property, plant and equipment are recorded at acquisition or production cost and carried net of depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the statement of income during the period in which they are incurred.

         
     

    Depreciation is calculated on a straight line or unit of production basis as appropriate. Where a straight line methodology is used, the assets are depreciated to their estimated residual value over an estimated useful life which ranges from three to fifteen years depending upon the asset type. Where a unit of production methodology is used, the assets are depreciated to their estimated residual value over the useful life defined by management’s best estimate of recoverable reserves and resources in the current mine plan. When assets are retired or sold, the resulting gains or losses are reflected in current earnings as a component of other income or expense. The Company allocates the amount initially recognized in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. Residual values, method of depreciation and useful lives of the assets are reviewed at least annually and adjusted if appropriate.

         
     

    Where straight-line depreciation is utilized, the range of useful lives for various asset classes is generally as follows:


      Buildings 15 years;
      Production machinery and equipment 5 - 7 years;
      Other 3 - 5 years.

      (i)

    Mineral property acquisition, exploration and development costs

         
     

    Costs relating to the acquisition of acquired mineral rights and acquired exploration rights are capitalized.

         
     

    Exploration and evaluation expenditures are expensed as incurred on mineral properties not sufficiently advanced. At the point in time that a mineral property is considered to be sufficiently advanced, it is classified as a development mineral property and all further expenditures for the current year and subsequent years are capitalized as incurred. These costs will include costs of maintaining the site until commercial production, costs to initially delineate the ore body, costs for shaft sinking and access, lateral development, drift development and infrastructure development. Such costs represent the net expenditures incurred and capitalized as at the balance sheet date and do not necessarily reflect present or future values.

         
     

    Once a development mineral property goes into commercial production, the property is classified as “Producing” and the accumulated costs are amortized over the estimated recoverable resources in the current mine plan using a unit of production basis. Commercial production occurs when a property is substantially complete and ready for its intended use.

    - 9 -



      (j)

    Goodwill

         
     

    Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Goodwill is carried at cost less accumulated impairment losses. Impairment losses are recognized in the statement of income when recognized. Goodwill is allocated to each cash generating unit (“CGU”) or group of CGUs that are expected to benefit from the related business combination. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

         
      (k)

    Impairment of non-financial assets

         
     

    Property, plant and equipment and intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows or CGUs. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset or CGU, as determined by management). An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount.

         
     

    Goodwill is reviewed for impairment annually or at any time if an indicator of impairment exists.

         
      (l)

    Reclamation provisions

         
     

    Reclamation provisions are any legal and constructive obligation related to the retirement of tangible long- lived assets and are recognized when such obligations are incurred, if a reasonable estimate of the value can be determined. These obligations are measured initially at the present value of expected cash flows using a pre-tax discount rate reflecting risks specific to the liability and the resulting costs are capitalized and added to the carrying value of the related assets. In subsequent periods, the liability is adjusted for the accretion of the discount and the expense is recorded in the income statement. Changes in the amount or timing of the underlying future cash flows or changes in the discount rate are immediately recognized as an increase or decrease in the carrying amounts of the related assets and liability. These costs are amortized to the results of operations over the life of the asset. Reductions in the amount of the liability are first applied against the amount of the net reclamation asset on the books with any excess value being recorded in the statement of operations.

         
     

    The Company’s activities are subject to numerous governmental laws and regulations. Estimates of future reclamation liabilities for asset decommissioning and site restoration are recognized in the period when such liabilities are incurred. These estimates are updated on a periodic basis and are subject to changing laws, regulatory requirements, changing technology and other factors which will be recognized when appropriate. Liabilities related to site restoration include long-term treatment and monitoring costs and incorporate total expected costs net of recoveries. Expenditures incurred to dismantle facilities, restore and monitor closed resource properties are charged against the related reclamation and remediation liability.

         
      (m)

    Provisions

         
     

    Provisions for restructuring costs and legal claims, where applicable, are recognized in liabilities when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts.

         
      (n)

    Current and Deferred Income tax

         
     

    Income taxes are accounted for using the liability method of accounting for deferred income taxes. Under this method, the tax currently payable is based on taxable income for the period. Taxable income differs from income as reported in the consolidated statement of income (loss) because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

         
     

    Deferred income tax assets and liabilities are recognized based on temporary differences between the financial statement carrying values of the existing assets and liabilities and their respective income tax bases used in the computation of taxable income. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable income nor the accounting income. Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and investments, except where the Company is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized to the extent that taxable income will be available against which the deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

    - 10 -



     

    Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

         
     

    Income tax assets and liabilities are offset when there is a legally enforceable right to offset the assets and liabilities and when they relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis.

         
      (o)

    Revenue recognition

         
     

    Revenue from the sale of mineral concentrates is recognized when it is probable that the economic benefits will flow to the Company and delivery has occurred, the sales price and costs incurred with respect to the transaction can be measured reliably and collectability is reasonably assured. For uranium, revenue is typically recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. For vanadium related products, revenue is typically recognized at the time of shipment to the customer.

         
     

    Revenue from toll milling services is recognized as material is processed in accordance with the specifics of the applicable toll milling agreement. Revenue and unbilled accounts receivable are recorded as related costs are incurred using billing formulas included in the applicable toll milling agreement.

         
     

    Revenue from alternate feed process milling is recognized as material is processed, in accordance with the specifics of the applicable processing agreement. In general, the Company collects a recycling fee for receipt of the material and/or receives the proceeds from the sale of any uranium concentrate and other metals produced. Deferred revenues represent processing proceeds received on delivery of materials but in advance of the required processing activity.

         
      (p)

    Borrowing costs

         
     

    Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized as interest expense in the statement of income in the period in which they are incurred.

         
      (q)

    Accounting standards issued but not yet applied

         
     

    The Company is currently evaluating the impact of the following pronouncements and has not yet determined the impact of the following pronouncements or whether to early adopt any of the new requirements:


      (i)

    International Financial Reporting Standard 7, Financial Instruments - Disclosure (“IFRS 7”)

         
     

    IFRS 7 was amended to provide guidelines on the eligibility criteria for offsetting assets and liabilities as a single net amount in the balance sheet. This amendment is effective for annual periods beginning on or after January 1, 2013.

         
      (ii)

    International Financial Reporting Standard 9, Financial Instruments (“IFRS 9”)

         
     

    IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely.

    - 11 -



     

    Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39, Financial Instruments – Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income.

         
     

    This standard is required to be applied for accounting periods beginning on or after January 1, 2015, with earlier adoption permitted.

         
      (iii)

    International Financial Reporting Standard 10, Consolidated Financial Statements (“IFRS 10”)

         
     

    IFRS 10 was issued in May 2011 and it establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements. This standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.

         
      (iv)

    International Financial Reporting Standard 12, Disclosure of Interest in Other Entities (“IFRS 12”)

         
     

    IFRS 12 was issued in May 2011 and it is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. The standard carries forward existing disclosures and also introduces significant additional disclosure requirements that address the nature of, and risks associated with, an entity’s interest in other entities. The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.

         
      (v)

    International Financial Reporting Standard 13, Fair Value Measurement (“IFRS 13”)

         
     

    IFRS 13 was issued in May 2011 and it establishes new guidance on fair value measurement and disclosure requirements for IFRS and completes a major project to improve the convergence of IFRS and US GAAP. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.

         
      (vi)

    International Accounting Standard 1, Presentation of Financial Statements (“IAS 1”)

         
     

    IAS 1 was amended to require entities to group items within other comprehensive income based on an assessment of whether such items may or may not be reclassified to profit or loss at a subsequent date. This standard is effective for annual periods beginning on or after July 1, 2012. Earlier application is permitted.

         
      (vii)

    International Accounting Standard 32, Financial Instruments - Presentation (“IAS 32”)

         
     

    IAS 32 was amended to clarify the criteria that should be considered in determining whether an entity has a legally enforceable right of set off in respect of its financial instruments. Amendments to IAS 32 are applicable to annual periods beginning on or after January 1, 2014 with retrospective application required. Earlier application is permitted.

    - 12 -



    4.

    CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

       

    The preparation of consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgements that affect the amounts reported. It also requires management to exercise judgement in applying the Company’s accounting policies. These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgements made that affect these financial statements, actual results may be materially different.

       

    Significant estimates and judgements made by management relate to:


      (a)

    Depreciation and Amortization of Property, Plant and Equipment

         
     

    Property, plant and equipment comprise a large component of the Company’s assets and, as such, the depreciation and amortization of those assets have a significant effect on the Company’s financial statements. Depreciation and amortization of property, plant and equipment used in production is calculated on a straight line basis or a unit of production basis as appropriate.

         
     

    Plant and equipment assets depreciated using a straight-line basis require estimates of residual values and allocate the cost of an asset to production cost evenly over the assets useful life defined as a period of time. Plant and equipment assets depreciated using a units of production basis require estimates of residual values and allocate the cost of an asset to production cost based on current period production in proportion to total anticipated production from the facility.

         
     

    Mineral property assets are amortized using a units of production basis that allocates the cost of the asset to production cost based on the current period’s mill feed as a proportion of the total estimated resources in the related ore body. The process of making these estimates requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of production, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

         
     

    Changes in these estimates may materially impact the carrying value of the Company’s property, plant and equipment and the recorded amount of depletion and depreciation.

         
      (b)

    Valuation of Long-lived Assets

         
     

    The Company undertakes a review of the carrying values of mining properties and related expenditures whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, forecast commodity prices, future operating and capital costs and reclamation costs to the end of the mine’s life. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the mining properties and related expenditures.

         
     

    The Company reviews goodwill at least annually. The Company has estimated the fair value of operating segments to which goodwill is allocated using discounted cash flow models that require assumptions about future cash flows, expenditures and an assumed discount rate. Changes in these estimates could have a material impact on the carrying value of the goodwill.

         
      (c)

    Inventory

         
     

    The Company values its concentrate, work in process and ore stockpile inventories at the lower of cost or net realizable value at the end of the reporting period. Costs represent the average cost, and include direct labour and materials costs, mine site overhead, plant and equipment depreciation, mineral property amortization and stockpile depletion. Net realizable value is based on estimated future commodity prices and estimated costs required to convert work in process and ore stockpile inventories into saleable form. These estimates are subject to change from period-to-period that may materially impact the carrying value of the Company’s inventories resulting in inventory write-downs and recoveries.

         
      (d)

    Deferred Tax Assets and Liabilities

         
     

    Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply when the differences are expected to be recovered or settled. The determination of the ability of the Company to utilize tax loss carry forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, commodity prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.

    - 13 -



      (e)

    Business Combinations

         
     

    Management uses judgment in applying the acquisition method of accounting for business combinations and in determining fair values of the identifiable assets and liabilities acquired. The value placed on the acquired assets and liabilities, including identifiable intangible assets, will have an effect on the amount of goodwill that the Company may record on an acquisition. Changes in economic conditions, commodity prices and other factors between the date that an acquisition is announced and when it finally is consummated can have a material difference on the allocation used to record a preliminary purchase price allocation versus the final purchase price allocation which can take up to one year after acquisition to complete.

         
      (f)

    Reclamation Obligations

         
     

    Asset retirement obligations are recorded as a liability when the asset is initially constructed. The Company has accrued its best estimate of its share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future.


    5.

    TRANSFER OF URANIUM ENERGY CORPORATION

       

    On June 17, 2011, the Parent’s offer to acquire all of the outstanding shares of WCU closed with 96.98% of shares outstanding accepting the offer. Compulsory acquisition proceedings to acquire the remaining shares of WCU were initiated on June 20, 2011 and were completed in early August 2011.

       

    WCU’s key assets were held through its subsidiary, Uranium Energy Corporation (“UEC”) which had assets located in southeastern Utah, near the Company’s White Mesa mill. Its holdings comprised 100% interests in the Daneros producing mine, the Lark Royal advanced project and the Thompson, Geitus, Blue Jay and Marcy Look exploration projects. UEC commenced production of uranium ore in December 2009 from its 100% owned Daneros uranium mine.

       

    On September 1, 2011, as a result of a group reorganization, the ownership of UEC was transferred from WCU to the Company. Consideration of 4.7 shares valued at $62,270,000 was paid to WCU in return for all of the outstanding shares of UEC.

       

    The reorganization has been accounted for as a transfer of assets between entities under common control. Accordingly, the transaction is excluded from the scope of IFRS 3(R) Business Combinations and the Company has adopted the predecessor values method to account for the transaction. These financial statements have been presented with balance sheet amounts based on amounts recorded by the Parent on June 17, 2011 when the Parent acquired WCU and UEC. It is the Company's judgment that carrying values as of June 17, 2011 provide the most relevant and reliable information and should be used as the basis for valuation as it reflects that economically, nothing has changed regarding the assets as they were under the same common control both before and after the acquisition by the Company on September 1, 2011. The statement of comprehensive income (loss) includes the results of UEC from June 17, 2011.

    - 14 -


    The following table summarizes the consideration paid for UEC and the carrying value of assets acquired and liabilities assumed at the date of transfer:

          UEC  
          Fair Value  
      (in thousands)   June 17, 2011  
             
      Cash $  1,197  
      Inventories      
             Ore-in-stockpiles   3,711  
             Uranium concentrates and work-in-progress   584  
      Prepaid expenses and other   26  
      Restricted cash and investments   147  
      Property, plant and equipment      
             Plant and equipment   26  
             Mineral properties   23,916  
      Deferred income tax asset   565  
      Goodwill   32,625  
      Total assets   62,797  
             
      Accounts payable and accrued liabilities   446  
      Reclamation obligations   81  
      Total liabilities   527  
      Total consideration $  62,270  

    During 2011, the Company recorded an impairment charge of $32,625,000 related to the goodwill recognized in the UEC business transfer (see notes 9 and 10).

    The consolidated statement of comprehensive income (loss) for 2011 includes the following with respect to the operations of UEC:

      (in thousands)   Year Ended  
          December 31  
          2011  
             
      Operating expenses $  24  
      General and administrative   (45 )
      Goodwill impairment   (32,625 )
      Impairment of property, plant and equipment   (7,834 )
      Other income   2  
      Income tax recovery (expense)   (565 )
        $  (41,043 )

    The following unaudited pro forma summary presents the Company’s consolidated results as if UEC had been acquired on January 1, 2011. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.

      (in thousands)   Revenue     Net loss  
                   
      As reported for the period $  71,003   $  (89,292 )
      Adjustments to revenue (1)   7,142     -  
      Adjustments to net income (loss) (2)   -     (3,433 )
      Pro forma amounts for the period $  78,145   $  (92,725 )

      (1)

    Revenue adjustments include UEC’s revenue for the six month period ended June 30, 2011 adjusted to eliminate revenue transactions between the Company and UEC;

      (2)

    Net income (loss) adjustments include revenue adjustments above, UEC’s net income (loss) for the six month period ended June 30, 2011 and adjustments to UEC’s financial results to conform to Denison’s policy of expensing exploration.

    - 15 -



    6.

    TRADE AND OTHER RECEIVABLES

       

    The trade and other receivables balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Trade receivables – mineral concentrate sales $  7,762   $  3,115   $  363  
      Trade receivables – other   105     4,814     -  
      Sundry receivables   -     6,106     1,916  
      Notes and lease receivables   73     857     -  
        $  7,940   $  14,892   $  2,279  

    7.

    INVENTORIES

       

    The inventories balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Uranium concentrates and work-in-progress (1) $  14,672   $  5,987   $  5,666  
      Vanadium concentrates and work-in-progress (2)   18     4,198     442  
      Inventory of ore in stockpiles   15,360     12,568     22,481  
      Mine and mill supplies   4,446     3,615     2,639  
        $  34,496   $  26,368   $  31,228  
                         
      Inventories - by duration:                  
         Current $  34,496   $  26,368   $  31,228  
         Long-term – ore in stockpiles   -     -     -  
        $  34,496   $  26,368   $  31,228  

      (1)

    The uranium concentrates and work-in-progress inventory is presented net of a provision of $nil as at December 31, 2011, $nil as at December 31, 2010 and $3,469,000 as at January 1, 2010.

      (2)

    The vanadium concentrates and work-in-progress inventory is presented net of a provision of $nil as at December 31, 2011, $17,000 as at December 31, 2010 and $7,302,000 as at January 1, 2010.


    Operating expenses include recoveries of $17,000 and $10,754,000 relating to the net realizable value of the Company’s uranium and vanadium inventories for the years ended December 2011 and December 2010, respectively.

       

    Long-term ore in stockpile inventory represents an estimate of the amount of ore on the stockpile in excess of the next twelve months of planned mill production.

       
    8.

    RESTRICTED CASH AND INVESTMENTS

       

    The Company has certain restricted cash and investments deposited to collateralize its reclamation obligations. The restricted cash and investments balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Cash equivalents $  371   $  6,459   $  997  
      Investments   24,280     13,856     18,567  
        $  24,651   $  20,315   $  19,564  

    Mill and Mine Reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. In 2011, the Company deposited an additional $3,200,000 into its collateral account (2010: $nil).

    - 16 -



    9.

    PROPERTY, PLANT AND EQUIPMENT

       

    The property, plant and equipment balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Plant and equipment:                  
         Cost $  82,138   $  83,500   $  77,526  
         Construction-in-progress   223     13,050     3,951  
         Accumulated depreciation   (42,448 )   (32,131 )   (20,649 )
      Net book value $  39,913   $  64,419   $  60,828  
                         
      Mineral properties:                  
         Cost $  48,018   $  31,156   $  19,120  
         Accumulated amortization   (7,253 )   (1,175 )   -  
      Net book value $  40,765   $  29,981   $  19,120  
                         
      Net book value $  80,678   $  94,400   $  79,948  

    The property, plant and equipment continuity summary is as follows:

                Accumulated        
                Amortization /     Net  
      (in thousands)   Cost     Depreciation     Book Value  
                         
      Plant and equipment:                  
         Balance - January 1, 2010 $  81,477   $  (20,649 ) $  60,828  
         Additions   14,905     -     14,905  
         Depreciation   -     (11,551 )   (11,551 )
         Disposals   (120 )   66     (54 )
         Transfers   (3 )   3     -  
         Reclamation adjustment   291     -     291  
         Balance - December 31, 2010 $  96,550   $  (32,131 ) $  64,419  
         Additions   6,830     -     6,830  
         Amortization   -     (59 )   (59 )
         Business transfer (note 5)   70     (44 )   26  
         Depreciation   -     (10,802 )   (10,802 )
         Disposals   (1,095 )   528     (567 )
         Reclamation adjustment   218     60     278  
         Impairment   (20,212 )   -     (20,212 )
         Balance - December 31, 2011 $  82,361   $  (42,448 ) $  39,913  
                         
      Mineral properties:                  
         Balance - January 1, 2010 $  19,120   $  -   $  19,120  
         Additions   12,036     -     12,036  
         Amortization   -     (1,175 )   (1,175 )
         Balance - December 31, 2010 $  31,156   $  (1,175 ) $  29,981  
         Additions   16,813     -     16,813  
         Amortization   -     (6,078 )   (6,078 )
         Business transfer (note 5)   23,916     -     23,916  
         Impairment   (23,867 )   -     (23,867 )
         Balance - December 31, 2011 $  48,018   $  (7,253 ) $  40,765  

    Plant and Equipment-Mining

    The Company has a 100% interest in the White Mesa mill located in Utah and mines located in Arizona, Colorado and Utah. Mined ore from these mines is processed at the White Mesa mill.

    - 17 -



    Mineral Properties

       

    The Company has various wholly owned interests in development and exploration projects located in the U.S. Amounts spent on development projects are capitalized as mineral property assets. Exploration projects are expensed.

       

    The most significant of the Company’s mineral property interests are as follows:

       

    The Company has 100% interests in various mines in the Colorado Plateau, Arizona Strip, Henry Mountain and White Canyon mining districts located in Colorado, Arizona and Utah which are either in operations, development or on standby.

       

    On September 1, 2011, the Company acquired certain uranium deposits located in the White Canyon district in Utah in conjunction with the group reorganization which transferred ownership of UEC to the Company (see note 5).

       

    Impairment of Property, Plant and Equipment and Goodwill

       

    As discussed in note 18, the Parent has entered into a proposed transaction with Energy Fuels Inc. (“EFR”) whereby EFR will acquire the Parent’s interest in the Company and WCU in exchange for 425,441,494 common shares of EFR.

       

    The Company identified a potential impairment triggering event as a result of the Parent entering into the proposed transaction with EFR and has therefore undertaken an impairment test on its U.S. mining segment CGU as at December 31, 2011. The Company used a fair value less costs to sell analysis to determine the recoverable amount of this CGU based on the terms of the proposed transaction with EFR. For the purposes of the impairment test, the recoverable amount was based on 425,441,494 common shares of EFR to be received by the Parent and a volume weighted average share price for EFR shares of $0.30 per share.

       

    In performing the impairment test, the Company concluded that the recoverable amount of the CGU was lower than the carrying value. As a result, the Company has recognized a goodwill impairment charge of $32,625,000 and an impairment loss of $44,079,000, allocated on a pro rata basis between plant and equipment and mineral property assets. Each $0.01 decrease (increase) in the EFR share price would have resulted in a corresponding $4,254,000 increase (decrease) in the impairment charge for the CGU.

       
    10.

    GOODWILL

       

    The goodwill continuity summary is as follows:


          December 31,     December 31,     January 1  
      (in thousands)   2011     2010     2010  
                         
      Balance - beginning of period $  -   $  -   $  -  
      Business transfer (note 5)   32,625     -     -  
      Impairment charge   (32,625 )   -     -  
      Balance - end of period $  -   $  -   $  -  

    The transfer of ownership of UEC in 2011 from WCU to the Company was accounted for using the predecessor values method (see note 5) which included goodwill of $32,625,000.

    Goodwill impairment

    The Company performs an impairment test annually or any time there are impairment indicators for the carrying amounts of its CGUs. Where a CGU has goodwill allocated to it, the goodwill in that CGU must be tested annually for impairment.

    As discussed in note 9, the Company performed an impairment test on its U.S. mining segment CGU as at December 31, 2011 using a fair value less costs to sell analysis based on the terms of the proposed transaction with EFR. As a result, the Company has recognized an impairment loss of $32,625,000.

    - 18 -



    11.

    RECLAMATION OBLIGATIONS

       

    The reclamation obligations balance consists of:


          At December 31     At December 31     At January 1  
      (in thousands)   2011     2010     2010  
                         
      Reclamation liability $  7,140   $  6,383   $  8,609  
        $  7,140   $  6,383   $  8,609  
                         
      Reclamation and remediation liability - by duration:                  
         Current   -     -     -  
         Non-current   7,140     6,383     8,609  
        $  7,140   $  6,383   $  8,609  

    The reclamation obligations continuity summary is as follows:

      (in thousands)      
             
      Balance - January 1, 2010 $  8,609  
      Accretion   636  
      Liability adjustments-income statement   (3,152 )
      Liability adjustments-balance sheet   290  
      Balance - December 31, 2010 $  6,383  
      Accretion   440  
      Business transfer (see note 5)   81  
      Liability adjustments-income statement   (42 )
      Liability adjustments-balance sheet   278  
      Balance - December 31, 2011 $  7,140  

    Site Restoration: U.S. Mill and Mines

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted at rates ranging from 4.98% to 5.67% (2010: 6.19% to 7.17%) . As at December 31, 2011, the undiscounted amount of estimated future reclamation costs is $23,082,000 (December 31, 2010: $22,318,000). Reclamation costs are expected to be incurred between 2013 and 2040.

    - 19 -



    12.

    INCOME TAXES

       

    The income tax recovery (expense) balance consists of:


      (in thousands)   2011     2010  
                   
      Current income tax:            
         Based on taxable income for the period $  -   $  -  
         Prior period (under) over provision   (26 )   (468 )
          (26 )   (468 )
      Deferred income tax:            
         Write off of UEC tax asset   (565 )   -  
          (565 )   -  
      Income tax expense $  (591 ) $  (468 )

    The Company operates in multiple jurisdictions, and the related income is subject to varying rates of taxation. The combined tax rate reflects the federal and state tax rates in effect in Colorado, United States for each applicable year. A reconciliation of the combined tax rate to the Company’s effective rate of income tax is as follows:

      (in thousands)   2011     2010  
                   
      Income (loss) before taxes $  (88,701 ) $  16,536  
      Combined federal and state tax rate   38.01%     38.01%  
      Income tax recovery (expense) at combined rate   33,715     (6,285 )
      Difference in state tax rates   3,397     (542 )
      Non-deductible amounts   (13,712 )   (63 )
      Change in deferred tax assets not recognized   (24,451 )   7,771  
      Prior year (under) over provision   (26 )   (468 )
      Other   486     (881 )
      Income tax expense $  (591 ) $  (468 )

    The deferred income tax assets (liabilities) balance reported on the balance sheet is comprised of the temporary differences as presented below:

          December 31,     December 31,     January 1,  
      (in thousands)   2011     2010     2010  
                         
      Deferred income tax assets:                  
         Deferred revenue $  373   $  1,378   $  -  
         Reclamation and remediation obligations   2,987     2,635     -  
         Tax loss carry forwards   3,972     12,480     -  
         Other   222     178     48  
      Deferred income tax assets-gross   7,554     16,671     48  
      Set-off against deferred income tax liabilities   (7,554 )   (16,671 )   (48 )
      Deferred income tax assets-per balance sheet $  -   $  -   $  -  
                         
      Deferred income tax liabilities:                  
         Inventory $  (1,268 ) $  (2,113 ) $  -  
         Investments   (19 )   (83 )   (48 )
         Property, plant and equipment   (5,744 )   (14,123 )   -  
         Other   (523 )   (352 )   -  
      Deferred income tax liabilities-gross   (7,554 )   (16,671 )   (48 )
      Set-off of deferred income tax assets   7,554     16,671     48  
      Deferred income tax liabilities-per balance sheet $  -   $  -   $  -  

    - 20 -


    The deferred income tax liability continuity summary is as follows:

      (in thousands)      
             
      Balance - January 1, 2010 and December 31, 2010 $  -  
      Recognized in profit/loss   (565 )
      Acquired in business transfer (note 5)   565  
      Balance - December 31, 2011 $  -  

    Management believes that it is not probable that sufficient taxable profit will be available in future years to allow the benefit of the following deferred tax assets to be utilized:

          December 31     December 31     January 1  
      (in thousands)   2011     2010     2010  
                         
      Deferred income tax assets not recognized                  
           Tax losses $  58,905   $  34,455   $  34,071  
           Deductible temporary differences   -     -     8,155  
      Deferred income tax assets not recognized $  58,905   $  34,455   $  42,226  

    A geographic split of the Company’s tax losses and tax credits not recognized and the associated expiry dates of those losses and credits is as follows:

          Expiry     December 31     December 31     January 1  
      (in thousands)   Date     2011     2010     2010  
                               
      Tax losses - gross                        
            United States   2026-2031   $  150,281   $  113,709   $  83,406  
      Tax losses - gross         150,281     113,709     83,406  
      Tax benefit at tax rate of 40.85% - 41.84%         62,877     46,935     34,071  
      Set-off against deferred tax liabilities         (3,972 )   (12,480 )   -  
      Total tax loss assets not recognized       $  58,905   $  34,455   $  34,071  
                               
      Tax credits                        
            United States   Unlimited   $  -   $  -   $  339  
      Total tax credit assets not recognized       $  -   $  -   $  339  

    13.

    SHARE CAPITAL

       

    The Company is authorized to issue 5,000 preferred shares with a par value of $1,000 and 100 common shares without par value. A continuity summary of the issued and outstanding shares and the associated dollar amounts is presented below:


          Number of     Preferred     Number of     Common  
          Preferred     Shares     Common     Shares  
      (in thousands except share amounts)   Shares (1)     Amount     Shares     Amount  
                               
       Balance at January 1, 2010   2,000   $  2,000     11.0   $  115,450  
       Capital contributions   -     -     -     11,444  
       Balance at December 31, 2010   2,000   $  2,000     11.0   $  126,894  
       Business transfer (note 5)   -     -     4.7     62,270  
       Balance at December 31, 2011   2,000   $  2,000     15.7   $  189,164  

      (1)

    The Parent holds all of the Company’s preferred shares. These preferred shares have no voting rights, are redeemable on demand, and are entitled to receive cumulative dividends at the rate of 7% per annum, payable quarterly out of the earnings of the Company, when declared by the Board of Directors. The Parent has not and has no intention to exercise any of its rights with respect to its preferred share holdings, including the right to demand redemption of the shares and receive the cumulative dividends which would otherwise have arisen to date.

    New issues

    On September 1, 2011, as a result of a group reorganization, the Company issued 4.7 of its common shares valued at $62,270,000 in return for all of the outstanding shares of UEC (see note 5).

    - 21 -



    14.

    SUPPLEMENTAL FINANCIAL INFORMATION

       

    The components of revenues are as follows:


          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Uranium concentrates $  56,148   $  56,868  
      Vanadium concentrates   11,551     16,934  
      Commission fees   185     -  
      Alternate feed processing and other   3,119     5,340  
      Revenues $  71,003   $  79,142  

    The components of operating expenses are as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Cost of goods and services sold:            
         COGS – mineral concentrates $  (69,319 ) $  (72,785 )
         Operating Overheads:            
                 Mining, other development expense   (40,469 )   (28,084 )
                 Milling, conversion expense   (55,249 )   (42,761 )
                 Mill feed cost:            
                     -Stockpile depletion   (25,260 )   (25,842 )
                     -Mineral property amortization   (6,078 )   (1,175 )
                 Less absorption:            
                     -Stockpiles, mineral properties   40,322     27,965  
                     -Concentrates   81,397     64,399  
         Inventory–non-cash adjustments   (150 )   10,235  
      Cost of goods and services sold   (74,806 )   (68,048 )
      Reclamation obligations            
         Asset amortization   (59 )   -  
         Liability adjustments   42     3,152  
      Selling expenses   (1,422 )   (1,706 )
      Operating expenses $  (76,245 ) $  (66,602 )

    The components of other income are as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Gains (losses) on:            
         Disposal of property, plant and equipment $  (534 ) $  56  
         Restricted cash and investments–fair value change   401     207  
         Contract settlement fee income (1)   -     11,000  
         Consulting income (note 16)   243     307  
         Other   802     (4 )
      Other income $  912   $  11,566  

      (1)

    In June 2010, the Company agreed to terminate one of its sales contracts in exchange for a termination fee of $11,000,000. The fee was payable in two instalments - $6,000,000 in June 2010 and $5,000,000 in March 2011. Both instalment payments have been received.

    - 22 -


    The components of finance expense are as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Interest income $  614   $  615  
      Interest expense   (1,910 )   (1,707 )
      Accretion expense-reclamation obligations   (440 )   (636 )
      Finance expense $  (1,736 ) $  (1,728 )

    A summary of depreciation expense recognized in the statement of operations is as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Operating expenses:            
         Mining, other development expense $  (5,232 ) $  (5,300 )
         Milling, conversion expense   (5,524 )   (6,233 )
      General and administrative   (46 )   (18 )
      Depreciation expense - gross $  (10,802 ) $  (11,551 )

    A summary of employee benefits expense recognized in the statement of operations is as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Salaries and short-term employee benefits $  (21,590 ) $  (20,080 )
      Employee benefits expense $  (21,590 ) $  (20,080 )

    The change in non-cash working capital items in the consolidated statements of cash flows is as follows:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Change in non-cash working capital items:            
       Trade and other receivables $  6,168   $  (11,756 )
       Inventories   (23,871 )   (8,945 )
       Prepaid expenses and other assets   127     (283 )
       Long-term receivables   (444 )   (626 )
       Accounts payable and accrued liabilities   (1,910 )   2,364  
       Deferred revenue   (2,446 )   152  
       Other liabilities   225     1,710  
      Change in non-cash working capital items $  (22,151 ) $  (17,384 )

    - 23 -



    15.

    RELATED PARTY TRANSACTIONS


          December 31     December 31     January 1  
      (in thousands)   2011     2010     2010  
                         
      Long-term receivables:                  
         Receivable from Denison Mines (Bermuda) I Ltd. $  9,595   $  9,151   $  8,525  
      Total long-term receivables   9,595     9,151     8,525  
                         
      Accounts payable and accrued liabilities:                  
         Due to Parent   (530 )   (429 )   (381 )
      Total accounts payable and accrued liabilities   (530 )   (429 )   (381 )
                         
      Debt obligations:                  
         Due to Parent   (116,755 )   (103,993 )   (100,322 )
      Total debt obligations   (116,755 )   (103,993 )   (100,322 )
                         
      Other liabilities:                  
         Due to Denison Mines Inc.   (1,935 )   (1,710 )   -  
      Total other liabilities   (1,935 )   (1,710 )   -  
      Net amounts due to related parties $  (109,625 ) $  (96,981 ) $  (92,178 )

    Denison Mines Corp.

    The Company’s operations are funded by its Parent through cash advances, debt obligations and capital contributions. The Company is a party to a revolving credit facility (the “Facility”) with the Parent for up to $125,000,000 subject to an interest rate of LIBOR plus 1.2% . In 2011, the Company drew $12,762,000 on the Facility (2010: $3,671,000), increasing the debt obligation to $116,755,000 at December 31, 2011 (December 31, 2010: $103,993,000). Interest charged on this Facility totaled $1,819,000 in 2011 (2010: $1,707,000) with interest payable of $530,000 at December 31, 2011 (December 31, 2010: $429,000). The maturity date of the Facility is January 1, 2013.

    The Company sold 233,000 pounds of U 3 O 8 to its Parent at a fair value of $14,215,000 in 2011 and 207,000 pounds of U 3 O 8 at a fair value of $11,399,000 in 2010.

    The Parent also provided capital contributions of $nil in 2011 (2010: $11,444,000).

    The Company has pledged of all of its shares in its material subsidiaries and a first-priority security interest in all of its present and future personal property as collateral for a revolving term credit facility held by the Parent with the Bank of Nova Scotia. A support agreement is in place whereby the Parent has committed to provide financial support to the Company until at least March 31, 2013, or until there is a change in control of the Company.

    Denison Mines Inc.

    The Company purchased from Denison Mines Inc. (“DMI”), a subsidiary of the Parent, 2,800 pounds of U 3 O 8 for $104,000 in April 2011, equivalent to DMI’s book value of the U 3 O 8 on the purchase date. The Company also purchased 30,000 pounds of U 3 O 8 from DMI in March 2010 for $1,710,000, the fair value of the U 3 O 8 on the purchase date.

    In 2011, DMI also paid letter of credit fees amounting to $121,000 on behalf of the Company, to facilitate a loan of 150,000 pounds of U 3 O 8 from Uranium Participation Corporation (“UPC”), a company managed by DMI in January 2011.

    Consideration of $1,935,000 for these purchases and fees remains payable to DMI at December 31, 2011 (December 31, 2010: $1,710,000).

    Denison Mines (Bermuda) I Ltd.

    Denison Mines (Bermuda) I Ltd. (“DMB”) is a wholly owned subsidiary of the Parent. The Company earns consulting income from and makes payments on behalf of DMB and its subsidiaries in support of its Gurvan Saihan Joint Venture in Mongolia. Consulting income of $243,000 was earned in 2011 (2010: $307,000) and payments totaling $201,000 were made in 2011 (2010: $419,000). Receivable balances from DMB and its subsidiaries totaled $9,595,000 at December 31, 2011 (December 31, 2010: $9,151,000).

    - 24 -


    Uranium Participation Corporation

    On January 3, 2011, the Company borrowed 150,000 pounds of U 3 O 8 from UPC, a company managed by DMI. The loan was made pursuant to a uranium concentrate loan agreement between the parties. As collateral for the loan, DMI issued an irrevocable standby-letter of credit in favour of UPC in the amount of $12,045,000. On March 30, 2011, the Company repaid 150,000 pounds of U 3 O 8 to UPC. Loan fees incurred by the Company under the agreement were $91,000. In 2011, the loan fees have been paid and the irrevocable standby-letter of credit has been cancelled.

    Compensation of Key Management Personnel

    Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company’s executive officers, vice-presidents and members of its Board of Directors.

    The following compensation was awarded to key management personnel:

          Year Ended  
          December 31     December 31  
      (in thousands)   2011     2010  
                   
      Salaries and short-term employee benefits $  806   $  949  
      Key management personnel compensation $  806   $  949  

    16.

    FINANCIAL RISK MANAGEMENT

       

    The Company is exposed to a variety of financial risks: credit risk, liquidity risk, interest rate risk, and price risk. The source of risk exposure and how each is managed is outlined below:

       

    (a) Credit Risk

       

    Credit risk is the risk of loss due to a counterparty’s inability to meet its obligations under a financial instrument that will result in a financial loss to the Company. The Company believes that the carrying amount its cash, trade and other receivables, restricted cash and investments, and long-term receivables represent its maximum credit exposure.

       

    The maximum exposure to credit risk at the reporting dates is as follows:


          December 31     December 31     January 1  
      (in thousands)   2011     2010     2010  
                         
         Cash $  230   $  9,551   $  232  
         Trade and other receivables   7,940     14,892     2,279  
         Restricted cash and investments   24,651     20,315     19,564  
         Long-term receivables   9,595     9,151     8,525  
        $  42,416   $  53,909   $  28,716  

    The Company limits cash and restricted cash and investment risk by dealing with credit worthy financial institutions.

    Typically, the majority of the Company’s trade and other receivables balance is related to the sale of mineral concentrates. These sales typically occur to a small number of customers who are credit worthy and with whom the Company has established a relationship with through its past dealings.

    Long-term receivables are comprised of amounts receivable from related parties. Operations of these related parties are ultimately funded by the Parent therefore risk of loss from these receivables is limited.

    - 25 -


    (b) Liquidity Risk

    Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations associated with its financial liabilities. The Company’s operations are funded through cash advances, debt obligations and capital contributions from its Parent. A support agreement is in place whereby the Parent has committed to provide financial support to the Company until at least March 31, 2013, or until there is a change in control of the Company.

          Within 1     1 to 5  
      (in thousands)   Year     Years  
                   
         Accounts payable and accrued liabilities $  7,462   $  -  
         Debt obligations (note 15)   -     116,755  
        $  7,462   $  116,755  

    (c) Interest Rate Risk

    Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its liabilities through its outstanding borrowings and on its assets through its investments in debt instruments. The Company monitors its exposure to interest rates and has not entered into any derivative contracts to manage this risk.

    (d) Price Risk

    The Company is exposed to commodity price risk on the commodities it produces and sells. The impact on income (loss) before tax from a 10% increase in the spot prices at December 31, 2011, with all other variables held constant, is as follows:

          Dec.31’2011     Sensitivity        
          USD$     USD$ spot     Change in  
          spot price     price per     pre-tax net  
      (in thousands except commodity prices)   per lb     lb increase     income (loss)  
                         
      Commodity price risk                  
         Uranium   51.75     5.175   $  3,756  
         Vanadium   5.75     0.575     1,005  
                    $  4,761  

    Fair Value of Financial Instruments

    IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

    The fair value of financial instruments which trade in active markets (such as available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used to value financial assets held by the Company is the current bid price.

    Except as otherwise disclosed, the fair values of cash, trade and other receivables, accounts payable and accrued liabilities, restricted cash and cash equivalents and debt obligations approximate their carrying values as a result of the short-term nature of the instruments, or the variable interest rate associated with the instruments, or the fixed interest rate of the instruments being similar to market rates.

    - 26 -


    The following table illustrates the classification of the Company’s financial assets within the fair value hierarchy as at December 31, 2011:

          Financial     Fair     December 31, 2011  
          Instrument     Value     Fair     Carrying  
      (in thousands)   Category (1)     Hierarchy     Value     Value  
                               
      Financial Assets:                        
         Cash   Category C                               $  230   $  230  
         Trade and other receivables   Category C           7,940     7,940  
         Investments   Category B     Level 1     46     46  
         Restricted cash and equivalents   Category A     Level 1     24,651     24,651  
         Long-term receivables   Category C           9,595     9,595  
                                          $  42,462   $  42,462  
                               
      Financial Liabilities:                        
         Account payable and accrued liabilities   Category D           7,462     7,462  
         Debt obligations   Category D           116,755     116,755  
         Other liabilities   Category D           1,935     1,935  
                                          $  126,152   $  126,152  

      (1)

    Financial instrument designations are as follows: Category A=Financial assets and liabilities at fair value through profit and loss; Category B=Available for sale investments; Category C=Loans and receivables; and Category D=Financial liabilities at amortized cost.


    17.

    COMMITMENTS AND CONTINGENCIES

       

    General Legal Matters

       

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

       

    Performance Bonds and Letters of Credit

       

    In conjunction with various contracts, reclamation and other performance obligations, the Company may be required to issue performance bonds and letters of credit as security to creditors to guarantee the Company’s performance. Any potential payments which might become due under these items would be related to the Company’s non-performance under the applicable contract. As at December 31, 2011, the Company had outstanding bonds of $23,526,000, collateralized by restricted cash and investments of $24,651,000 (see note 8).

       

    Others

       

    The Company has committed to payments under various operating leases and other commitments. The future minimum payments are as follows:


      (in thousands)      
             
      2012 $  7,256  
      2013   3,360  
      2014   1,624  
      2015   366  
      2016   63  
      2017 and thereafter   -  
        $  12,669  

    - 27 -



    18.

    SUBSEQUENT EVENTS

       

    On April 16, 2012, the Parent entered into a Letter Agreement to complete a transaction with EFR whereby EFR will acquire the Parent’s entire interest in the Company and WCU in exchange for 425,441,494 common shares of EFR. Immediately following the closing of the transaction, the Company is expected to become a wholly- owned subsidiary of EFR. Completion of the transaction is subject to a number of conditions and contingencies, and is anticipated to be closed by the end of June 2012.

    - 28 -




    DENISON MINES HOLDINGS CORP.  
    Condensed Interim Consolidated Statements of Financial Position  
    (Unaudited - Expressed in thousands of U.S. dollars)  
        At March 31     At December 31  
        2012     2011  
    ASSETS            
    Current            
    Cash $  282   $  230  
    Trade and other receivables (note 4)   16,494     7,940  
    Inventories (note 5)   33,164     34,496  
    Prepaid expenses and other   856     1,120  
        50,796     43,786  
    Non-Current            
    Investments   50     46  
    Restricted cash and investments (note 6)   24,669     24,651  
    Property, plant and equipment (note 7)   82,251     80,678  
    Long-term receivables (note 11)   9,616     9,595  
    Total assets $  167,382   $  158,756  
                 
    LIABILITIES            
    Current            
    Accounts payable and accrued liabilities $  6,613   $  7,462  
    Current portion of long-term liabilities:            
       Deferred revenue   1,150     893  
       Debt obligations (note 11)   124,625     -  
        132,388     8,355  
    Non-Current            
    Debt obligations (note 11)   -     116,755  
    Reclamation obligations (note 8)   7,238     7,140  
    Other liabilities (note 11)   2,035     2,035  
    Total liabilities   141,661     134,285  
                 
    EQUITY            
    Share capital (note 9)   191,164     191,164  
    Deficit   (165,493 )   (166,739 )
    Accumulated other comprehensive income   50     46  
    Total equity   25,721     24,471  
    Total liabilities and equity $  167,382   $  158,756  

    Commitments and contingencies (note 12)
    Subsequent events (note 13)

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

    - 1 -



    DENISON MINES HOLDINGS CORP.
    Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
    (Unaudited - Expressed in thousands of U.S. dollars)

        Three Months Ended  
        March 31     March 31  
        2012     2011  
                 
    REVENUES (note 10) $  22,755   $  22,733  
                 
    EXPENSES            
    Operating expenses (note 10)   (19,163 )   (22,211 )
    Mineral property exploration   (15 )   (36 )
    General and administrative   (1,715 )   (1,269 )
    Other income (expense) (note 10)   (143 )   689  
        (21,036 )   (22,827 )
    Income (loss) before finance charges   1,719     (94 )
                 
    Finance expense (note 10)   (473 )   (471 )
    Income (loss) before taxes   1,246     (565 )
                 
    Income tax expense   -     -  
    Net income (loss) for the period $  1,246   $  (565 )
                 
    Comprehensive income (loss):            
       Unrealized gain (loss) on investments   4     (53 )
    Comprehensive income (loss) for the period $  1,250   $  (618 )

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

    - 2 -



    DENISON MINES HOLDINGS CORP.
    Condensed Interim Consolidated Statements of Changes in Equity
    (Unaudited - Expressed in thousands of U.S. dollars)

        Three Months Ended  
        March 31     March 31  
        2012     2011  
                 
    Share capital            
    Balance-beginning of period $  191,164   $  128,894  
    Share issues-net of issue costs   -     -  
    Balance-end of period   191,164     128,894  
                 
    Deficit            
    Balance-beginning of period   (166,739 )   (77,447 )
    Net income (loss)   1,246     (565 )
    Balance-end of period   (165,493 )   (78,012 )
                 
    Accumulated other comprehensive income            
    Balance-beginning of period   46     200  
    Unrealized gain (loss) on investments   4     (53 )
    Balance-end of period   50     147  
                 
    Total Equity            
    Balance-beginning of period $  24,471   $  51,647  
    Balance-end of period $  25,721   $  51,029  

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

    - 3 -



    DENISON MINES HOLDINGS CORP.
    Condensed Interim Consolidated Statements of Cash Flow
    (Unaudited - Expressed in thousands of U.S. dollars)

        Three Months Ended  
        March 31     March 31  
    CASH PROVIDED BY (USED IN):   2012     2011  
                 
    OPERATING ACTIVITIES            
    Net income (loss) for the period $  1,246   $  (565 )
    Items not affecting cash:            
       Depletion, depreciation, amortization and accretion   10,765     8,971  
       Losses on asset disposals   -     8  
       Gains on restricted investments   135     127  
       Non-cash inventory adjustments   (27 )   1,374  
       Deferred income tax expense (recovery)   -     -  
    Change in non-cash working capital items (note 10):   (14,624 )   (759 )
    Net cash provided by (used in) operating activities   (2,505 )   9,156  
                 
    INVESTING ACTIVITIES            
    Decrease in notes receivable   9     759  
    Expenditures on property, plant and equipment   (5,169 )   (5,048 )
    Increase in restricted cash and investments   (153 )   (3,061 )
    Net cash used in investing activities   (5,313 )   (7,350 )
                 
    FINANCING ACTIVITIES            
    Increase (decrease) in debt obligations   7,870     (10,630 )
    Net cash provided by (used in) financing activities   7,870     (10,630 )
                 
    Increase (decrease) in cash   52     (8,824 )
    Cash, beginning of period   230     9,551  
    Cash, end of period $  282   $  727  

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

    - 4 -



    DENISON MINES HOLDINGS CORP.
    Notes to the Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2012 and 2011
    (Unaudited - Expressed in U.S. dollars except for shares and per share amounts)

    1.

    NATURE OF OPERATIONS

       

    Denison Mines Holdings Corp. and its subsidiary companies (collectively, the “Company”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium bearing properties, extraction, processing and selling of uranium.

       

    The Company has a 100% interest in the White Mesa mill located in Utah, United States and has interests in a number of nearby mines. Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co- product of some of the Company’s mines is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company is also in the business of processing uranium bearing waste materials, referred to as “alternate feed materials”.

       

    Denison Mines Holdings Corp. (“DMHC”) is incorporated in the State of Delaware and domiciled in the United States. The address of its registered head office is 1050 17 th Street, Suite 950, Denver, Colorado, United States, 80265. The Company is a wholly owned subsidiary of Denison Mines Corp. (the “Parent”), which holds all of the Company’s common shares either directly or indirectly through White Canyon Uranium Limited (“WCU”), another subsidiary of the Parent. The Parent is a publicly listed corporation incorporated under the Business Corporations Act (Ontario) and domiciled in Canada.

       
    2.

    BASIS OF PRESENTATION AND ADOPTION OF IFRS

       

    These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting . The condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2011.

       

    The Company’s presentation currency is U.S dollars.

       

    These financial statements were approved by the board of directors for issue on May 22, 2012.

       
    3.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The significant accounting policies used in the preparation of these condensed interim consolidated financial statements are the same as those applied in the Company’s annual financial statements for the year ended December 31, 2011.

    - 5 -



    4.

    TRADE AND OTHER RECEIVABLES

       

    The trade and other receivables balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Trade receivables - mineral concentrate sales $  16,226   $  7,762  
      Trade receivables - other   56     105  
      Sundry receivables   148     -  
      Notes and lease receivables   64     73  
        $  16,494   $  7,940  

    5.

    INVENTORIES

       

    The inventories balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Uranium concentrates and work-in-progress $  12,283   $  14,672  
      Vanadium concentrates and work-in-progress   18     18  
      Inventory of ore in stockpiles   17,581     15,360  
      Mine and mill supplies   3,282     4,446  
        $  33,164   $  34,496  
                   
      Inventories - by duration:            
         Current $  33,164   $  34,496  
         Long-term - ore in stockpiles   -     -  
        $  33,164   $  34,496  

    Operating expenses include write-downs of $nil and $868,000 relating to the net realizable value of the Company’s uranium and vanadium inventories for the three months ended March 2012 and March 2011, respectively.

       

    Long-term ore in stockpile inventory represents an estimate of the amount of ore on the stockpile in excess of the next twelve months of planned mill production.

       
    6.

    RESTRICTED CASH AND INVESTMENTS

       

    The Company has certain restricted cash and investments deposited to collateralize its reclamation obligations. The restricted cash and investments balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Cash equivalents $  564   $  371  
      Investments   24,105     24,280  
        $  24,669   $  24,651  

    Mill and Mine Reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. During the three months ended March 31, 2012, the Company deposited $nil into its collateral account.

    - 6 -



    7.

    PROPERTY, PLANT AND EQUIPMENT

       

    The property, plant and equipment balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Plant and equipment:            
         Cost $  82,738   $  82,138  
         Construction-in-progress   1,381     223  
         Accumulated depreciation   (44,919 )   (42,448 )
      Net book value $  39,200   $  39,913  
                   
      Mineral properties:            
         Cost $  52,015   $  48,018  
         Accumulated amortization   (8,964 )   (7,253 )
      Net book value $  43,051   $  40,765  
                   
      Net book value $  82,251   $  80,678  

    The property, plant and equipment continuity summary is as follows:

                Accumulated        
                Amortization /     Net  
      (in thousands)   Cost     Depreciation     Book Value  
                         
      Plant and equipment:                  
         Balance - December 31, 2011 $  82,361   $  (42,448 ) $  39,913  
         Additions   1,844     -     1,844  
         Amortization   -     (11 )   (11 )
         Depreciation   -     (2,546 )   (2,546 )
         Disposals   (86 )   86     -  
         Balance - March 31, 2012 $  84,119   $  (44,919 ) $  39,200  
                         
      Mineral properties:                  
         Balance - December 31, 2011 $  48,018   $  (7,253 ) $  40,765  
         Additions   3,997     -     3,997  
         Amortization   -     (1,711 )   (1,711 )
         Balance - March 31, 2012 $  52,015   $  (8,964 ) $  43,051  

    Plant and Equipment-Mining

    The Company has a 100% interest in the White Mesa mill located in Utah and mines located in Arizona, Colorado and Utah. Mined ore from these mines is processed at the White Mesa mill.

    Mineral Properties

    The Company has 100% interests in various mines in the Colorado Plateau, Arizona Strip, Henry Mountain and White Canyon mining districts located in Colorado, Arizona and Utah which are either in operations, development or on standby.

    - 7 -



    8.

    RECLAMATION OBLIGATIONS

       

    The reclamation obligations balance consists of:


          At March 31     At December 31  
      (in thousands)   2012     2011  
                   
      Reclamation liability $  7,238   $  7,140  
        $  7,238   $  7,140  
                   
      Reclamation and remediation liability - by duration:            
         Current   -     -  
         Non-current   7,238     7,140  
        $  7,238   $  7,140  

    The reclamation obligations continuity summary is as follows:

      (in thousands)      
             
      Balance - December 31, 2011 $  7,140  
      Accretion   98  
      Balance - March 31, 2012 $  7,238  

    Site Restoration: U.S. Mill and Mines

       

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted at rates ranging from 4.98% to 5.67%. As at December 31, 2011, the undiscounted amount of estimated future reclamation costs was $23,082,000. Reclamation costs are expected to be incurred between 2013 and 2040.

       
    9.

    SHARE CAPITAL

       

    The Company is authorized to issue 5,000 preferred shares with a par value of $1,000 and 100 common shares without par value. A continuity summary of the issued and outstanding shares and the associated dollar amounts is presented below:


          Number of     Preferred     Number of     Common  
          Preferred     Shares     Common     Shares  
      (in thousands except share amounts)   Shares (1)     Amount     Shares     Amount  
                               
      Balance at December 31, 2011 and March 31, 2012   2,000   $  2,000     15.7   $  189,164  

      (1)

    The Parent holds all of the Company’s preferred shares. These preferred shares have no voting rights, are redeemable on demand, and are entitled to receive cumulative dividends at the rate of 7% per annum, payable quarterly out of the earnings of the Company, when declared by the Board of Directors. The Parent has not and has no intention to exercise any of its rights with respect to its preferred share holdings, including the right to demand redemption of the shares and receive the cumulative dividends which would otherwise have arisen to date.

    - 8 -



    10.

    SUPPLEMENTAL FINANCIAL INFORMATION

       

    The components of revenues are as follows:


          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Uranium concentrates $  22,703   $  16,870  
      Vanadium concentrates   -     5,579  
      Commission fees   -     185  
      Alternate feed processing and other   52     99  
      Revenues $  22,755   $  22,733  

    The components of operating expenses are as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Cost of goods and services sold:            
         COGS – mineral concentrates $  (18,824 ) $  (20,253 )
         Operating Overheads:            
                 Mining, other development expense   (11,835 )   (9,137 )
                 Milling, conversion expense   (9,246 )   (27,220 )
                 Mill feed cost:            
                     -Stockpile depletion   (5,582 )   (8,623 )
                     -Mineral property amortization   (1,711 )   (764 )
                 Less absorption:            
                     -Stockpiles, mineral properties   11,798     9,111  
                     -Concentrates   16,435     36,485  
         Inventory–non-cash adjustments   27     (1,374 )
      Cost of goods and services sold   (18,938 )   (21,775 )
      Reclamation obligations            
         Asset amortization   (11 )   (15 )
         Liability adjustments   -     -  
      Selling expenses   (214 )   (421 )
      Operating expenses $  (19,163 ) $  (22,211 )

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

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Gains (losses) on:            
         Disposal of property, plant and equipment $  -   $  (7 )
         Restricted cash and investments-fair value change   (135 )   (127 )
         Other   (8 )   823  
      Other income (expense) $  (143 ) $  689  

    The components of finance expense are as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Interest income $  155   $  125  
      Interest expense   (530 )   (486 )
      Accretion expense-reclamation obligations   (98 )   (110 )
      Finance expense $  (473 ) $  (471 )

    - 9 -


    A summary of depreciation expense recognized in the statement of operations is as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Operating expenses:            
         Mining, other development expense $  (1,261 ) $  (1,289 )
         Milling, conversion expense   (1,264 )   (1,543 )
      General and administrative   (21 )   (5 )
      Depreciation expense - gross $  (2,546 ) $  (2,837 )

    A summary of employee benefits expense recognized in the statement of operations is as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Salaries and short-term employee benefits $  (6,241 ) $  (5,003 )
      Employee benefits expense $  (6,241 ) $  (5,003 )

    The change in non-cash working capital items in the consolidated statements of cash flows is as follows:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Change in non-cash working capital items:            
       Trade and other receivables $  (8,563 ) $  10,827  
       Inventories   (5,712 )   (11,370 )
       Prepaid expenses and other assets   264     259  
       Long-term receivables   (21 )   (31 )
       Accounts payable and accrued liabilities   (849 )   (604 )
       Deferred revenue   257     160  
      Change in non-cash working capital items $  (14,624 ) $  (759 )

    11.

    RELATED PARTY TRANSACTIONS


          March 31     December 31  
      (in thousands)   2012     2011  
                   
      Long-term receivables:            
       Receivable from Denison Mines (Bermuda) I Ltd. $  9,616   $  9,595  
      Total long-term receivables   9,616     9,595  
                   
      Accounts payable and accrued liabilities:            
       Due to Parent   (1,062 )   (530 )
      Total accounts payable and accrued liabilities   (1,062 )   (530 )
                   
      Debt obligations:            
       Due to Parent   (124,625 )   (116,755 )
      Total debt obligations   (124,625 )   (116,755 )
                   
      Other liabilities:            
       Due to Denison Mines Inc.   (1,935 )   (1,935 )
      Total other liabilities   (1,935 )   (1,935 )
      Net amounts due to related parties $  (118,006 ) $  (109,625 )

    - 10 -


    Denison Mines Corp.

    The Company’s operations are funded by its Parent through cash advances, debt obligations and capital contributions. The Company is a party to a revolving credit facility (the “Facility”) with the Parent for up to $125,000,000 subject to an interest rate of LIBOR plus 1.2% . During the three months ended March 31, 2012, the Company drew $7,870,000 on the Facility, increasing the debt obligation to $124,625,000 at March 31, 2012 (December 31, 2011: $116,755,000). Interest charged on this Facility totaled $532,000 in the three months ended March 31, 2012 with interest payable of $1,062,000 at March 31, 2012 (December 31, 2011: $530,000). The maturity date of the Facility is January 1, 2013.

    No sales were made to the Parent in the three months ended March 31, 2012. The Company sold 117,000 pounds of U 3 O 8 at a fair value of $7,178,000 to the Parent in the three months ended March 31, 2011.

    The Company has pledged of all of its shares in its material subsidiaries and a first-priority security interest in all of its present and future personal property as collateral for a revolving term credit facility held by the Parent with the Bank of Nova Scotia. As at March 31, 2012, the Parent did not meet the minimum tangible net worth covenant. However, the Bank of Nova Scotia has waived this requirement and the Parent was not in default under the facility. A support agreement is in place whereby the Parent has committed to provide financial support to the Company until at least March 31, 2013, or until there is a change in control of the Company.

    Denison Mines Inc.

    In prior periods, the Company purchased uranium from Denison Mines Inc. (“DMI”), a subsidiary of the Parent. DMI also made payments on behalf of the Company. Consideration of $1,935,000 for these uranium purchases and payments is payable to DMI at March 31, 2012 (December 31, 2011: $1,935,000).

    Denison Mines (Bermuda) I Ltd.

    Denison Mines (Bermuda) I Ltd. (“DMB”) is a wholly owned subsidiary of the Parent. The Company earns consulting income from and makes payments on behalf of DMB and its subsidiaries in support of its Gurvan Saihan Joint Venture in Mongolia. Payments totaling $21,000 were made on behalf of DMB and its subsidiaries in the three months ended March 31, 2012. Receivable balances from DMB and its subsidiaries totaled $9,616,000 at March 31, 2012 (December 31, 2011: $9,595,000).

    Compensation of Key Management Personnel

    Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel includes the Company’s executive officers, vice-presidents and members of its Board of Directors.

    The following compensation was awarded to key management personnel:

          Three Months Ended  
          March 31     March 31  
      (in thousands)   2012     2011  
                   
      Salaries and short-term employee benefits $  299   $  182  
      Key management personnel compensation $  299   $  182  

    - 11 -



    12.

    COMMITMENTS AND CONTINGENCIES

       

    General Legal Matters

       

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

       

    Performance Bonds and Letters of Credit

       

    In conjunction with various contracts, reclamation and other performance obligations, the Company may be required to issue performance bonds and letters of credit as security to creditors to guarantee the Company’s performance. Any potential payments which might become due under these items would be related to the Company’s non-performance under the applicable contract. As at March 31, 2012, the Company had outstanding bonds of $23,699,000 (December 31, 2011: $23,526,000), collateralized by restricted cash and investments of $24,669,000 (see note 6).

       
    13.

    SUBSEQUENT EVENTS

       

    On April16, 2012, the Parent entered into a Letter Agreement to complete a transaction with EFR whereby EFR will acquire the Parent’s interest in the Company and WCU in exchange for 425,441,494 common shares of EFR. Immediately following the closing of the transaction, the Company is expected to become a wholly-owned subsidiary of EFR. Completion of the transaction is subject to a number of conditions and contingencies, and is anticipated to be closed by the end of June 2012.

    - 12 -




    FINANCIAL REPORT

    30 JUNE 2011



    WHITE CANYON URANIUM LIMITED
    DIRECTORS REPORT

    Your Directors submit the financial report of White Canyon Uranium Limited for the year ended 30 June 2011.

    Directors

    The names of persons who have held the position of Director of White Canyon Uranium Limited at any time during the financial year and up to the date of this report are:

    Lewis Cross
    Ron Hochstein (appointed 31 August 2011)
    Frank Knezovic (appointed 31 August 2011)
    Peter Batten (resigned 2 July 2010)
    Richard Sciano (resigned 20 August 2010)
    Melvin Swanson (resigned 1 September 2011)
    Kelly Shumway (resigned 1 September 2011)
    Gregory Burns (resigned 1 September 2011)
    John Ramsey (resigned 1 September 2011)
    Michael Bynum (resigned 1 September 2011)

    Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

    Principal Activities

    The principal activity of the company during the year has been exploration for uranium and the development of uranium mining activities.

    Review of Operations

    The consolidated operating loss after income tax amounted to $7,778,575 (2010: loss $2,629,247).

    White Canyon Uranium Limited holds 100% of the advanced Thompson, Daneros, Geitus, Blue Jay and Marcy Look Projects in south-east Utah, comprising over 15,500 acres of mining claims and mineral leases. The projects contain historically defined high grade uranium deposits. First mining revenues were received during the year ended 30 June 2011.

    Dividends Paid or Recommended

    There have been no dividends declared or recommended and no distributions made to shareholders or other persons during the year.

    Significant Changes in the State of Affairs

    To fund the acquisition, exploration and development of the company’s projects the following capital raising activities were undertaken during the financial year:

    (i)

    On the 16 July 2010, the company signed a convertible note funding agreement for an amount of US$2,500,000;

       
    (ii)

    On 14 October 2010, the company finalised a Sales agency agreement with Denison Mines for the sale of uranium concentrate;

       
    (iii)

    On 31 December 2010, the company entered into a short term loan agreement for $750,000 with Denison Mines;

       
    (iv)

    On the 11 February 2011, the convertible note holder elected to convert the total notes held of US$2,500,000 into company shares at a rate of AUD10.75 cents per share.

    On 23 February 2011, the company announced that it had received a takeover offer from Denison Mines for 100% of the issued capital in the company at a price of 24 cents cash per share. The takeover was completed in June 2011 and the company delisted from the ASX on 7 July 2011.

    In the opinion of the Directors, there were no other significant changes in the state of affairs of the company that occurred during the financial year under review, not otherwise disclosed in these financial statements and the Director’s report.

    2



    WHITE CANYON URANIUM LIMITED
    DIRECTORS REPORT

    Events subsequent to the end of the reporting period

    Effective 1 September 2011, the intercompany loan balances totaling US$30,388,871 between White Canyon (the “Company”) and its wholly owned subsidiary, Utah Energy Corporation were converted into a capital contribution by the Company to UEC. Subsequent to this conversion, the Company entered into a Share Exchange Agreement dated 1 September 2011 with Denison Mines Holdings Corp., a Delaware corporation, ("Denison"), whereby the Company will assign and transfer to the Company 100% of the issued and outstanding stock of Utah Energy Corporation, a Delaware corporation ("UEC"), in return for Denison issuing to White Canyon 4.7 shares of the Denison's voting common stock, $1.00 par value.

    No matter or circumstance has arisen since 30 June 2011 that has significantly affected, or may significantly affect:

    (a)

    the company’s operations in future financial years, or

    (b)

    the results of those operations in future financial years; or

    (c)

    the company’s state of affairs in future financial years.

    Officer’s Indemnities and Insurance

    For the year ended 30 June 2011, all directors and the specified executives of the consolidated group were insured by the Company. The insurance covers legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the consolidated entity, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company. The total amount of insurance contract premiums paid was $16,786.

    Options

    At the date of this report, there were no unissued ordinary shares of the company under option.

    Option holders do not have any rights to participate in any issues of shares or other interests in the company or any other entity.

    No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

    Future Developments, Prospects and Business Strategies

    Further information on likely developments in the operations of the company has not been included in this report because at this stage the directors believe it would be likely to result in unreasonable prejudice to the company.

    Environmental Regulation

    White Canyon Uranium is committed to environmental care and aims to carry out its activities in an environmentally-responsible and scientifically-sound way. In performing exploration activities, some disturbance of the land in the creation of tracks, drill rig pads, sumps and the clearing of vegetation occurs. These activities have been managed in a way that reduces environmental impact to a practical minimum and rehabilitation of any land disturbance commences after exploration activity in an area has been completed.

    White Canyon Uranium has complied with all statutory requirements involving protection of the environment as specified and enforced by the federal Bureau of Land Management and the State of Utah .

    Legal Proceedings

    No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

    No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the Corporations Act 2001.

    3



    WHITE CANYON URANIUM LIMITED
    DIRECTORS REPORT

    Auditor’s Independence Declaration and Non-Audit Services

    RSM Bird Cameron Partners continues in office in accordance with section 327 of the Corporations Act 2001.

    A copy of the auditor’s independence declaration as required by Section 307C of the Corporations Act 2001 is included with the financial statements.

    Details of non-audit services provided by the company’s auditor are set out below. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and APES 110 Code of Ethics for Professional Accountants. The nature and scope of each type of non-audit service provide means that auditor independence has not been compromised. RSM Bird Cameron Partners received the following amount for provision of non-audit service:

    • Preparation of tax returns and other advisory $8,700 (2010: $4,885)

    This report is signed in accordance with a resolution of the Board of Directors.


    Lewis Cross
    Director

    Signed at Perth on 27 th day of October 2011

    4



    RSM Bird Cameron Partners
    8 St Georges Terrace Perth WA 6000
    GPO Box R1253 Perth WA 6844
    T +61 8 9261 9100 F +61 8 9261 9111
    www.rsmi.com.au

    AUDITOR’S INDEPENDENCE DECLARATION

    As lead auditor for the audit of the financial report of White Canyon Uranium Limited for the year ended 30 June 2011, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

    (i)

    the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

       
    (ii)

    any applicable code of professional conduct in relation to the audit.


     

    RSM BIRD CAMERON PARTNERS
    Chartered Accountants 

     
    Perth, WA TUTU PHONG
    Dated: 27 October 2011 Partner

    5




    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
    FOR YEAR ENDED 30 JUNE 2011

        Note     2011     2010  
            $   $  
                       
                       
                       
    Revenue   2     12,411,760     114,741  
                       
    Milling expense         (4,430,270 )   -  
    Production expense         (7,426,260 )   -  
    Royalty expense         (460,251 )   -  
    Impairment expense         (2,487,156 )   -  
    Director and employee benefits expense         (570,080 )   (899,522 )
    Share based payment expense         (1,728,000 )   (130,336 )
    Legal fees         (317,019 )   (90,903 )
    Toronto listing sponsorship expense         -     (503,143 )
    Corporate and administration expenses         (2,771,299 )   (1,120,084 )
                       
    Loss before income tax   3     (7,778,575 )   (2,629,247 )
    Income tax expense   4     -     -  
    Loss for the year         (7,778,575 )   (2,629,247 )
                       
    Other Comprehensive Income                  
    Foreign currency translation         (6,647,453 )   (1,791,145 )
    Income tax relating to components of other comprehensive income for the year       -     -  
    Other comprehensive income for the year         (6,647,453 )   (1,791,145 )
                       
    Total comprehensive income for the year         (14,426,028 )   (4,420,392 )
                       
    Loss attributable to:                  
    Members of the parent entity         (7,778,575 )   (2,629,247 )
                       
    Total comprehensive income attributable to:                  
    Members of the parent entity         (14,426,028 )   (4,420,392 )

    The accompanying notes form part of these financial statements.

    6



    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF FINANCIAL POSITION
    AS AT 30 JUNE 2011

        Note     2011     2010  
            $   $  
    CURRENT ASSETS                  
    Cash and cash equivalents   7     1,233,712     813,737  
    Trade and other receivables   8     149,459     16,539  
    Other assets   11     39,363     14,156  
    Inventory   9     3,850,361     4,404,264  
    TOTAL CURRENT ASSETS         5,272,895     5,248,696  
    NON-CURRENT ASSETS                  
    Other assets   11     137,121     171,320  
    Plant and equipment   10     24,256     79,370  
    Deferred exploration and evaluation expenditure   12     8,204,903     10,172,026  
    Mine properties   13     11,424,932     18,172,817  
    TOTAL NON-CURRENT ASSETS         19,791,212     28,595,533  
    TOTAL ASSETS         25,064,107     33,844,229  
    CURRENT LIABILITIES                  
    Trade and other payables   14     1,872,781     564,362  
    TOTAL CURRENT LIABILITIES         1,872,781     564,362  
    NON-CURRENT LIABILITIES                  
    Provisions         75,539     -  
    TOTAL NON-CURRENT LIABILITIES         75,539     -  
    TOTAL LIABILITIES         1,948,320     564,362  
    NET ASSETS         23,115,787     33,279,867  
    EQUITY                  
    Issued capital   15     37,673,112     35,139,164  
    Reserves   16     (2,872,867 )   2,046,586  
    Accumulated losses         (11,684,458 )   (3,905,883 )
    TOTAL EQUITY         23,115,787     33,279,867  

    The accompanying notes form part of these financial statements.

    7



    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF FINANCIAL POSITION
    AS AT 30 JUNE 2011

                    Foreign              
        Issued     Accumulated     Currency     Option        
        Capital     Losses     Translation     Reserve     Total  
      $   $   $   $   $  
                                   
    Balance at 1 July 2009   30,662,559     (1,276,636 )   3,031,198     836,199     33,253,320  
                                   
    Loss after income tax   -     (2,629,247 )   -     -     (2,629,247 )
    Other comprehensive income:                              
    Foreign currency translation   -     -     (1,791,145 )   -     (1,791,145 )
    Total other comprehensive income for the year   -     (2,629,247 )   (1,791,145 )   -     (4,420,392 )
    Transactions with owners, directly in equity                    
    Shares issued during the year   4,001,304     -     -     -     4,001,304  
    Capital raising costs   (324,641 )   -     -     -     (324,641 )
    Share based payment expense   639,147     -     -     131,129     770,276  
    Options exercised   160,795     -     -     (160,795 )   -  
    Balance at 30 June 2010   35,139,164     (3,905,883 )   1,240,053     806,533     33,279,867  
                                   
    Balance at 1 July 2010   35,139,164     (3,905,883 )   1,240,053     806,533     33,279,867  
                                   
    Loss after income tax   -     (7,778,575 )   -     -     (7,778,575 )
    Other comprehensive income:                              
    Foreign currency translation   -     -     (6,647,453 )   -     (6,647,453 )
    Total other comprehensive income for the year   -     (7,778,575 )   (6,647,453 )   -     (14,426,028 )
    Transactions with owners, directly in equity                    
    Shares issued during the year   2,533,948     -     -     -     2,533,948  
    Options exercised   -     -     -     -     -  
    Share based payment expense   -     -     -     1,728,000     1,728,000  
    Balance at 30 June 2011   37,673,112     (11,684,458 )   (5,407,400 )   2,534,533     23,115,787  

    The accompanying notes form part of these financial statements.

    8



    WHITE CANYON URANIUM LIMITED
    CONSOLIDATED STATEMENT OF CASH FLOWS
    FOR THE YEAR ENDED 30 JUNE 2011

        Note     2011     2010  
            $   $  
    CASH FLOWS FROM OPERATING ACTIVITES                  
    Payments to suppliers and employees         (8,200,897 )   (4,540,039 )
    Payments for exploration and development expenditure         (6,206,309 )   (2,741,199 )
    Interest received         128,640     72,046  
    Receipts from customers         12,312,701     41,095  
    Net cash used in operating activities   20     (1,965,865 )   (7,168,097 )
    CASH FLOWS FROM INVESTING ACTIVITIES                  
    Payments for exploration and evaluation assets         (166,644 )   (61,382 )
    Purchase of plant and equipment         -     (36,837 )
    Payment of bonds         -     (171,320 )
    Net cash used in investing activities         (166,644 )   (269,539 )
    CASH FLOWS FROM FINANCING ACTIVITES                  
    Proceeds from issue of shares and options         -     4,001,304  
    Payments for costs of shares and options issued         -     (324,641 )
    Proceeds from borrowings         3,290,455     -  
    Repayment of borrowings         (737,971 )   -  
    Net cash provided by financing activities         2,552,484     3,676,663  
    Net increase/(decrease) in cash held         419,975     (3,760,973 )
    Cash at beginning of financial year         813,737     4,574,710  
    Cash at end of financial year   7     1,233,712     813,737  

    The accompanying notes form part of these financial statements.

    9



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies

    These financial statements cover White Canyon Uranium Limited and its controlled entities. White Canyon Uranium Limited is an unlisted public company, incorporated and domiciled in Australia.

    Reporting Basis and Conventions

    The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporation Act 2001.

    The financial report of the company complies with all Australian equivalents to International Financial Reporting Standards (IFRS) in their entirety. Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

    The financial statements have been prepared on an accruals basis and are based on historical costs unless otherwise stated in the notes. The material accounting policies that have been adopted in preparation of these statements are presented below.

    These financial statements were authorised for issue by the Board on 21 May 2012.

    (a)

    Principles of Consolidation

       

    The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by White Canyon Uranium Limited at the end of the reporting period. A controlled entity is any entity over which White Canyon Uranium Limited has the power to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered.

       

    Where controlled entities have entered or left the consolidated entity during the year, the financial performance of those entities are included only for the period of the year that they were controlled.

       

    In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated entity have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

       

    Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the equity section of the consolidated statement of financial position and statement of comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

       
    (b)

    Income Tax

       

    The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).

       

    Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

       

    Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

       

    Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

    10



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

       

    Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

       

    Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

       

    Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

       

    Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

       
    (c)

    Plant and Equipment

       

    Each class of plant and equipment is carried at cost of fair value, less, where applicable, any accumulated depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

       

    Depreciation

       

    The depreciable amount of all fixed assets is depreciated on the reducing balance method over their useful lives commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

       

    The depreciation rates used for each class of depreciable assets are:


      Class of Fixed Asset Depreciation Rate
      Furniture and Fixtures 15%
      Plant and Equipment 15% - 33.3%
      Leasehold Improvements 12%

    The asset’s residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.

    An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

    Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income.

    11



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    (d)

    Exploration and Development Expenditure

       

    Exploration and evaluation incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area of interest or sale of that area of interest, or exploration and evaluation activities have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing.

       

    Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

       

    A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward cots in relation to the area of interest.

       
    (e)

    Impairment of Assets

       

    At the end of each reporting period, the directors review the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.

       

    Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

       
    (f)

    Inventories

       

    Inventories are valued at the lower of cost and net realisable value.

       

    Cost comprises direct material, labour and expenditure in getting such inventories to their existing location and condition, based on weighted average costs incurred during the period in which such inventories were produced.

       

    Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

       
    (g)

    Mine Properties

       

    Mine properties represent the accumulation of all acquisition, exploration, evaluation and development expenditure incurred by or on behalf of the company in relation to areas of interest in which mining of mineral resource has commenced. When further development expenditure, is incurred in respect of a mine property after the commencement of production, such expenditure is carried forward as part of the cost of that mine property only when substantial future economic benefits are established, otherwise such expenditure is classified as part of the cost of production.

       

    Amortisation is provided on the units-of-production method, with separate calculations being made for each mineral resource. Estimated future capital costs to be incurred in accessing the reserves and measured resources are taken into account in determining amortisation charges. The units-of-production method results in an amortisation charge proportional to the depletion of the economically recoverable mineral resources.

       

    A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Should the carrying value of the expenditure not yet amortised exceed its estimated recoverable amount in any year, the excess is written off to the statement of comprehensive income.

       
    (h)

    Rehabilitation costs

       

    Long-term environmental obligations are based on the company’s environmental management plans, in compliance with current environmental and regulatory requirements.

       

    Full provision is made based on the net present value of the estimated cost of restoring the environmental disturbance that has occurred up to the reporting date. Increases due to additional environmental disturbances, relating to the development of an asset, are capitalised and amortised over the remaining lives of the area of interest.

    12



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 1: Statement of Significant Accounting Policies (Cont.)

    The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by potential proceeds from the sale of assets.

       
    (i)

    Leases

       

    Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

       
    (j)

    Foreign Currency Transactions and Balances

       

    Functional and Presentation Currency

       

    The functional currency of each of the entities in the consolidated entity is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are present in Australian dollars which is the parent entity’s functional and presentation currency.

       

    Transactions and Balances

       

    Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date when fair values were determined.

       

    Exchange differences arising on the translation of monetary items are recognised directly in the statement of comprehensive income except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of comprehensive income.

       
    (j)

    Foreign Currency Transactions and Balances (Cont.)

    Group companies

    The financial results and position of foreign operations whose functional currency is different from the presentation currency are translated as follows:

    Exchange differences arising on translation of foreign operations are transferred directly to the foreign currency translation reserve in the statement of comprehensive income. These differences are recognised in the statement of comprehensive income in the period in which the operation is disposed.

       
    (k)

    Employee Entitlements

       

    Liabilities for employee benefits for wages, salaries and annual leave expected to be settled within 12 months of the year end represent present obligations resulting from employees services provided to reporting date, calculated at the undiscounted amounts based on remuneration wage and salary rates that the company expects to pay as at reporting date including related on-costs.

       

    Provision is made for the company’s liabilities for employee’s annual leave benefits arising from service rendered by employees to balance date.

       

    Equity-settled compensation

       

    The company operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a valuation model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

    13



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011
       
    (l)

    Cash and Equivalents

       

    Cash and equivalents include cash on hand, deposits held at call with banks and other short term highly liquid investments. For the purpose of the statement of cash flows, cash includes deposits at call, which are readily convertible to cash on hand and subject to an insignificant risk of changes in value.

       
    (m)

    Revenue

       

    Sales of goods

       

    Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably.

       

    Interest

       

    Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

       

    All revenue is stated net of the amount of goods and services tax (GST)

       
    (n)

    Goods and Services Tax (GST)

       

    Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from, or payable to, the ATO, is included as a current asset or liability in the statement of financial position.

       

    Cash flows are included in the statement of cash flows on a gross basis except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

       
    (o)

    Comparative Figures

       

    When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

       

    Critical Accounting Estimates and Judgements

       

    The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the company.

       

    The areas that may have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

       

    Exploration and evaluation expenditure

       

    The board of directors determines when an area of interest should be abandoned. When a decision is made that an area of interest is not commercially viable, all costs that have been capitalised in respect of that area of interest are written off. The Directors’ decision is made after considering the likelihood of finding commercially viable reserves.

       

    No areas of interest have been abandoned at the date of this report.

       

    Determination of mineral resources and ore reserves

       

    The company estimates its mineral resources and ore reserves in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 (the ‘JORC code’). The information on mineral resources and ore reserves were prepared by or under the supervision of Competent Persons as defined in the JORC code. The amounts presented are based on the mineral resources and ore reserves determined under the JORC code.

       

    There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.

       

    Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in the reserves could impact on depreciation and amortisation rates, asset carrying values, deferred stripping costs and provisions for decommissioning and restoration.

    14



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011
       

    Impairment of capitalised mine development expenditure

       

    The future recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved, probable and inferred mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

       

    To the extent that capitalised mine development expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.

       

    Environmental Issues

       

    Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors understanding thereof. At the current stage of the company’s development and its current environmental impact the directors believe such treatment is reasonable and appropriate.

    15



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
    Note 2: Revenue and Other Income            
                 
    Sales revenue   12,283,120     42,695  
                 
    Other revenue            
     Interest received   128,640     72,046  
                 
        12,411,760     114,741  
    Note 3: Loss for the year            
                 
    The loss before income tax includes the following:            
                 
    Rental expenses on operating leases   67,483     79,130  
    Share registry, promotion and investor relations   185,968     91,494  
    Travel and accommodation   67,262     107,497  
    Depreciation   16,870     30,476  
                 
    Note 4: Auditors’ Remuneration            
    Remuneration of the auditor of the parent entity for:            
    - auditing or reviewing the financial report   43,500     52,000  
    - tax compliance services   8,700     4,885  
        52,200     56,885  
    Note 5: Cash and Cash Equivalents            
    Cash at bank and in hand   1,233,712     813,737  
    Short-term bank deposits   -     -  
        1,233,712     813,737  
    Note 6: Trade and Other Receivables            
    GST receivable   149,459     16,539  
        149,459     16,539  
    Note 7: Inventory            
    Ore - at cost   6,194,257     4,404,264  
    Impairment   (2,343,896 )   -  
        3,850,361     4,404,264  
    Note 8: Plant and Equipment            
    Plant and equipment            
    At cost   81,504     116,519  
    Foreign currency adjustment   (16,484 )   -  
    Accumulated depreciation   (40,764 )   (37,149 )
        24,256     79,370  


    16



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
    Note 9: Other Assets            
    CURRENT            
    Prepayments   39,363     14,156  
    NON-CURRENT            
    Reclamation bonds   137,121     171,320  
                 
    Note 10: Deferred Exploration and Evaluation Expenditure            
    Cost brought forward   10,172,026     28,856,548  
    Expenditure incurred during year   380,937     141,107  
    Foreign currency translation adjustment   (2,348,060 )   (1,742,849 )
    Transfer to mine properties   -     (17,082,780 )
    Cost carried forward   8,204,903     10,172,026  
                 
    Note 11: Mine Properties            
                 
        16,307,684     20,020,968  
    Mine development expenditure   (4,882,752 )   (1,848,151 )
    Accumulated amortisation   11,424,932     18,172,817  
                 
    Cost brought forward   18,172,817     -  
    Transfer from deferred exploration and evaluation expenditure   -     17,082,780  
    Foreign currency translation adjustment   (3,878,668 )   -  
    Additions   165,384     2,938,188  
    Amortisation capitalised under inventory   (3,034,601 )   (1,848,151 )
                 

    17



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
                 
    Note 12: Parent Entity Disclosures            
                 
    Statement of Financial Position            
    Assets            
         Current assets   283,346     788,443  
         Non-current assets   28,297,805     33,751,382  
    Total assets   28,581,151     34,539,825  
                 
    Liabilities            
         Current liabilities   1,456,644     134,154  
         Non-current liabilities   -     -  
    Total liabilities   1,456,644     134,154  
                 
    Equity            
         Issued capital   37,673,112     35,139,164  
         Reserves:            
           Option reserve   2,534,534     806,533  
           Foreign currency translation reserve   (5,947,733 )   1,197,493  
         Accumulated losses   (7,135,406 )   (2,737,519 )
    Total Equity   27,124,507     34,405,671  
                 
    Statement of Comprehensive Income            
    Loss for the year   (4,397,887 )   (2,053,123 )
    Other comprehensive income   (7,145,226 )   (1,808,546 )
    Total comprehensive income   (11,543,113 )   (3,861,669 )

    (a) Contingent liabilities of the parent entity

    The parent entity has no contingent liabilities as at 30 June 2011 (30 June 2010: NIL).

    (b) Commitments for expenditure

    The parent entity has no capital expenditure commitments as at 30 June 2011 (30 June 2010: NIL).

    18



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

        2011     2010  
      $   $  
                 
    Note 13: Trade and Other Payables            
                 
    CURRENT            
    Trade payables and accruals   1,872,781     564,362  
                 
    Note 14: Issued Capital            
    230,679,770 (2010: 207,096,144) fully paid ordinary shares   37,673,112     35,139,164  

    Trade creditors are expected to be paid on 30 day terms.

        2011     2010  
    ( a) Ordinary Shares   No.     No.  
                 
    At the beginning of reporting period   207,096,144     187,941,631  
    - 14 August 2009 : Exercise of options   -     216  
    - 4 January 2010 : Exercise of options   -     260,125  
    - 15 January 2010 : Exercise of options   -     1,453,061  
    - 22 January 2010 : Exercise of options   -     942,315  
    - 28 January 2010 : Exercise of options   -     2,280,920  
    - 12 February 2010 : Exercise of options   -     11,068,579  
    - 18 February 2010 : Share based payment   -     2,349,273  
    - 11 May 2010 : Share based payment   -     800,024  
    - 23 February 2011 : Issued from conversion of convertible note   23,583,626     -  
                 
    At reporting date   230,679,770     207,096,144  

    At shareholders meetings each ordinary share is entitled to one vote. The company does not have authorised share capital and there is no par value for shares.

    Note 15: Reserves

    The foreign currency translation reserve records exchange differences arising on translation of foreign controlled subsidiaries.

    The options reserve records amounts received when the company issues options or records items recognised as expenses on the valuation of employee share options where relevant.

    Note 16: Controlled Entities
     
    Ultimate Parent Entity:
    White Canyon Uranium Limited
             
      Country of Class of    
    Subsidiaries incorporation shares Ownership Interest
          2011 2010
             
    Utah Energy Corporation USA Ordinary 100% 100%

    19



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 17: Contingent Liabilities and Contingent Assets

    Contingent Liabilities

    There were no known contingent liabilities at reporting date.

    Contingent Assets

    There were no known contingent assets at reporting date.

        2011     2010  
      $   $  
                 
    Note 18: Cash Flow Information            
                 
    (a) Reconciliation of Cash Flow from Operations with Loss after Income Tax        
                 
    Loss after income tax   (7,778,575 )   (2,629,247 )
    Non-cash flows            
    Impairment expense   2,343,896     -  
    Profit on sale of investments   -     (1,600 )
    Foreign currency movements   (21,798 )   (1,212 )
    Share based payments   1,728,000     635,487  
    Depreciation   16,870     30,476  
    Changes in assets and liabilities:            
    Inventories   553,903     (2,449,560 )
    - Receivables   (132,920 )   (41,643 )
    - Prepayments   (25,207 )   30,260  
    - Other   (34,199 )   (21,596 )
    - Trade payables and accruals   1,384,165     21,737  
    - Exploration expenditure capitalised   -     (2,741,199 )
                 
    Cash flow used in operating activities   (1,965,865 )   (7,168,097 )

    Note 19: Commitments for Expenditure

    Exploration Expenditure

    With respect to the tenements in United States, the company is committed to meet the annual tenement rental commitments of US$73,306 payable to the U.S. Department of the Interior Bureau of Land Management and the Utah Trust Lands Administration.

    20



    WHITE CANYON URANIUM LIMITED
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE YEAR ENDED 30 JUNE 2011

    Note 20: Company Details

    The registered office is:

    Suite 101, 48 Outram Street, West Perth, WA, 6005

    The principal places of business are:

    Note 21: Events After the Reporting Date

    Effective 1 September 2011, the intercompany loan balances totaling US$30,388,871 between White Canyon (the “Company”) and its wholly owned subsidiary, Utah Energy Corporation were converted into a capital contribution by the Company to UEC. Subsequent to this conversion, the Company entered into a Share Exchange Agreement dated 1 September 2011 with Denison Mines Holdings Corp., a Delaware corporation, ("Denison"), whereby the Company will assign and transfer to the Company 100% of the issued and outstanding stock of Utah Energy Corporation, a Delaware corporation ("UEC"), in return for Denison issuing to White Canyon 4.7 shares of the Denison's voting common stock, $1.00 par value.

    No matter or circumstance has arisen since 30 June 2011 that has significantly affected, or may significantly affect:

    (d) the company’s operations in future financial years, or
    (e) the results of those operations in future financial years; or
    (f) the company’s state of affairs in future financial years.

    Note 22: New Accounting Standards for Application in future periods

    Reference Title Summary Application date (financial years beginning) Expected Impact
    AASB 9 Financial Instruments Replaces the requirements of AASB 139 for the classification and measurement of financial assets. This is the result of the first part of Phase 1 of the IASB’s project to replace IAS 39. 1 January 2013 No expected material impact on the Company
    AASB 124 Related Party Disclosures Revised standard. The definition of a related party is simplified to clarify its intended meaning and eliminate inconsistencies from the application of the definition 1 January 2011 Disclosure only

    21


    22





    Pro Forma 
    Condensed Consolidated Financial Statements 
    (Unaudited) 

     
     
    Expressed in U.S. Dollars 
    For the Six Months Ended March 31, 2012 and  
    the Year Ended September 30, 2011 


    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Financial Position
    As at March 31,
    2012 (Unaudited)
    (Expressed in US dollars)

     

                              Pro Forma  

     

      Energy Fuels Inc.     DMHC           Pro Forma     Consolidated  

     

      March 31, 2012     March 31, 2012     Note     Adjustments     Energy Fuels Inc.  

    ASSETS

                                 

    Current assets

                                 

       Cash and cash equivalents

    $  2,135,158   $  281,570     4 (b) $ (1,292,828 $ 1,123,900  

       Accounts receivable

      776,169     16,494,220           -     17,270,389  

       Marketable securities

      3,102,793     -           -     3,102,793  

       Deferred Denison Mines transaction costs

      35,552     -     4 (b)   (35,552 )      

       Raw materials inventories

      -     20,862,910           -     20,862,910  

       Concentrate inventories

      -     12,300,540     4 (m)   558,000     12,858,540  

       Prepaid expenses and other assets

      122,773     856,495           -     979,268  

     

      6,172,445     50,795,735           (770,380 )   56,197,800  

    Non-current

                                 

       Investments

      -     50,200           -     50,200  

       Property, plant and equipment

      13,461,805     39,199,424           -     52,661,229  

       Mineral properties

      -     43,051,430           -     43,051,430  

       Exploration and evaluation costs

      56,669,536     -           -     56,669,536  

       Restricted cash

      4,582,987     24,668,620           -     29,251,607  

       Long-term receivables

      -     9,616,302     4 (e)   (9,616,302 )      

     

    $  80,886,773   $  167,381,711         $  (10,386,682 $ 237,881,802  

    LIABILITIES & SHAREHOLDER'S EQUITY

                                 

    Current liabilities

                                 

       Accounts payable and accrued liabilities

    $  2,576,090   $ 6,613,373     4 (e)   (1,061,786 )   8,127,677  

       Due to related parties

      1,017,861     -           -     1,017,861  

       Current portion of decommissioning liability

      58,771     -           -     58,771  

       Current portion of deferred revenue

      -     1,150,275           -     1,150,275  

       Current portion of debt obligations

      1,308,145     124,624,560     4 (e)   (124,624,560 )   1,308,145  

     

      4,960,867     132,388,208           (125,686,346 )   11,662,729  

    Non-current

                                 

       Long-term decommissioning liability

      1,660,918     7,237,861           -     8,898,779  

       Long-term portion of debt obligations

      622,261     -           -     622,261  

       Other liabilities

      -     2,034,538     4 (e)   (1,934,945 )   99,593  

     

      7,244,046     141,660,607           (127,621,291 )   21,283,362  

    SHAREHOLDERS' EQUITY

                                 

       Capital stock

      92,046,632     189,164,457     4 (c)   79,322,174     172,350,106  

     

                  4 (b)   981,300        

     

                  4 (d)   (189,164,457 )      

       Preferred stock

      -     2,000,000     4 (n)   (2,000,000 )      

       Contributed surplus

      15,683,307     -           -     15,683,307  

     

                                 

       Share purchase warrants

      4,836,119     -           -     4,836,119  

     

                                 

       Accumulated deficit

      (37,579,106 )   (165,493,553 )   4 (f)   165,493,553     25,073,133  

     

                  4 (b)   (2,309,680 )      

     

                  4 (a)   64,961,919        

       Accumulated other comprehensive income (loss)

      (1,344,225 )   50,200     4 (g)   (50,200 )   (1,344,225 )

     

      73,642,727      25,721,104            117,234,609     216,598,440  

     

    $  80,886,773   $  167,381,711         $  (10,386,682 $ 237,881,802  

    See notes to the pro forma condensed consolidated financial statements.


    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Comprehensive Loss
    For the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. Dollars)

        Energy Fuels Inc.     Titan Uranium     DMHC                
        Year Ended     Inc.     Year Ended             Pro Forma  

     

      September 30,     Year Ended     December 31,       Pro Forma     Consolidated  

     

      2011     August 31, 2011     2011     Note   Adjustments     Energy Fuels Inc  

    REVENUES

    $  -    $  -   $  71,003,000     $  -   $  71,003,000    

     

                                   

    EXPENSES

                                   

    Operating expenses

      -     -     (76,923,000 )     -     (76,923,000 )

    General & administrative

      (3,583,935 )   (2,722,378 )   (5,253,000   -     (11,559,313 )

    Goodwill impairment

      -     -     (32,625,261 ) 4(h)   32,625,261     -  

    Impairment of property, plant & equipment

      -     (15,301,101 )   (44,079,000 4(i)   44,079,000     (15,301,101 )

     

      (3,583,935 )   (18,023,479 )   (158,880,261   76,704,261     (103,783,414 )

    OTHER

                                   

    Finance income

      11,492     46,528     614,000 4   (k)   (14,356 )   657,664  

    Finance expense

      (396 )   -     (2,350,000  ) 4(l)   1,819,494     (530,902 )

    Other income

      5,567     455,006     912,000 4   (j)   (242,647 )   1,129,926  

    Income tax expense:

                                   

       Current

      -     -     (26,000   -     (26,000 )

       Deferred

      -     1,496,132     (565,000   -     931,132  

    NET LOSS FOR THE YEAR

      (3,567,272 )   (16,025,813 )   (89,292,261   78,266,752     (30,618,594 )

    Foreign currency translation reserve

      (1,251,438 )   -     -       -     (1,251,438 )

    Unrealized derivative liability loss

      -     (1,332,520 )   -       -     (1,332,520 )

    Unrealized loss on investments

      -     (1,080,362 )   (154,000   -     (1,234,362 )

    COMPREHENSIVE LOSS FOR THE YEAR

    $ (4,818,710 )    $ (18,438,695 $ (89,446,261 $  78,266,752   $ (34,436,914 )

     

                                   

     

                                   

    LOSS PER COMMON SHARE

                                   

    - BASIC AND DILUTED

    $  (0.03 )                                                               $  (0.05 )

     

                                   

    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 5)

      111,376,261                   631,140,440  

    See notes to the pro forma condensed consolidated financial statements.


    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Comprehensive Loss
    For the Six Months Ended March 31, 2012
    (Unaudited)
    (Expressed in U.S. Dollars)

        Energy Fuels Inc.      Titan Uranium Inc.       DMHC                 Pro Forma  
        Six Months Ended     Six Months Ended        Six Months Ended              Pro Forma     Consolidated  

     

      March 31, 2012     February 29, 2012        March 31, 2012        Note       Adjustments       Energy Fuels Inc.    

    REVENUES

    $  -   $   -   $  54,327,827         $   $  54,327,827  

     

                                       

    EXPENSES

                                       

    Operating expenses

      -     -     (52,684,189 )         -     (52,684,189 )

    General & administrative

      (3,296,628 )   (1,444,738 )   (3,129,833 )         -     (7,871,199 )

    Goodwill impairment

      -     -     (32,625,261   4(h)    32,625,261     -  

    Impairment of property, plant & equipment

      -     (973,980 )   (44,079,000   4(i)    44,079,000     (973,980 )

     

      (3,296,628 )   (2,418,718 )   (132,518,283 )         76,704,261     (61,529,368 )

    OTHER

                                       

    Finance income

      7,246     3,447     329,567      4(k)    (14,356 )   325,904  

    Finance expense

      (38,510 )   -     (1,269,614   4(l)    1,061,786     (246,338 )

    Other income (expense)

      323,831     531,134     (430,347   4(j)    (242,647 )   181,971  

    Income tax expense

      -     -     (25,221 )         -     (25,221 )

    NET LOSS FOR THE PERIOD

      (3,004,061 )   (1,884,137 )   (79,586,071 )         77,509,044     (6,965,225 )

    Unrealized loss on marketable securities

      (343,386 )   -     (1,300 )         -     (344,686 )

    Unrealized derivative liability gain

      -     112,782     -           -     112,782  

    Foreign currency translation reserve

      250,599     23,257     -           -     273,856  

    COMPREHENSIVE LOSS FOR THE PERIOD

    $  (3,096,848 $ (1,748,098 $ (79,587,371 )       $  77,509,044    $ (6,923,273 )

     

                                       

    LOSS PER COMMON SHARE

                                       

    - BASIC AND DILUTED

    $  (0.02 )                         $ (0.01 )

     

                                       

    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Note 5)

      123,999,665                     643,088,873  

    See notes to the pro forma condensed consolidated financial statements.



    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    1.

    BASIS OF PRESENTATION

       

    These unaudited pro forma condensed consolidated financial statements have been prepared in connection with the transaction (the “Acquisition”) whereby Energy Fuels Inc. (“Energy Fuels” or “EFI” or the “Company”) acquired the shares and certain inter-company indebtedness of Denison Mines Holding Corp. (“DMHC”) and White Canyon Uranium Limited (“White Canyon”), and will continue operations under Energy Fuels.

       

    These unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and give effect to the Acquisition pursuant to the assumptions described in Note 4 to these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated statement of financial position as at March 31, 2012 gives effect to the Acquisition by EFI as if it had occurred as at March 31, 2012. The unaudited pro forma condensed consolidated statement of comprehensive loss for the twelve month period ended September 30, 2011 and for the six month period ended March 31, 2012 give effect to the Acquisition as if it had occurred as at October 1, 2010. These unaudited pro forma condensed consolidated statements of comprehensive loss also give effect to the acquisition of Titan Uranium Inc. (“Titan”) by Energy Fuels as if the acquisition of Titan occurred on October 1, 2010.

       

    White Canyon’s net assets and comprehensive loss have been excluded from these pro forma financial statements. White Canyon’s primary asset is its investment in DMHC and its remaining net assets are immaterial.

       

    These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the Acquisition had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date. Any potential synergies that may be realized after consummation of the Acquisition have been excluded from the unaudited pro forma condensed consolidated financial statement information.

       

    The pro forma adjustments and allocations of the purchase price for DMHC are based on estimates of the fair value of assets acquired and liabilities to be assumed. The final purchase price allocation will be completed after the asset and liability valuations are finalized.

       

    In preparing the unaudited pro forma condensed consolidated statement of financial position and the unaudited pro forma condensed consolidated statements of comprehensive loss, the following historical information, which was prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, was used:


      a.

    Pro forma statement of financial position as at March 31, 2012 combines the unaudited condensed consolidated statement of financial position of EFI as at March 31, 2012 and the unaudited condensed consolidated statement of financial position of DMHC as at March 31, 2012.

         
      b.

    Pro forma statement of comprehensive loss for the year ended September 30, 2011 combines the unaudited condensed consolidated statement of comprehensive loss of EFI for the year ended September 30, 2011 (as disclosed in the Company’s December 31, 2011 financial report), the unaudited condensed consolidated statement of comprehensive loss for Titan for the year ended August 31, 2011 (as disclosed in Titan’s November 30, 2011 financial report, which was translated to the U.S. dollar for the period shown using the average exchange rate of 1.0109) and the audited condensed consolidated statement of comprehensive loss of DMHC for the year ended December 31, 2011.




    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    1.

    BASIS OF PRESENTATION (continued)


      c.

    Pro forma statement of comprehensive loss for the six months ended March 31, 2012 combines the unaudited condensed consolidated statement of comprehensive loss for the six months ended March 31, 2012 of EFI, the unaudited condensed consolidated statement of comprehensive loss for the period beginning on September 1, 2011 and ending on February 28, 2012 of Titan (the construction was based on Titan’s unaudited condensed consolidated statement of comprehensive loss for the three-month period ended November 30, 2011 and Titan’s internal unaudited condensed consolidated statement of comprehensive loss from the period beginning on December 1, 2011 and ending on February 28, 2012, which was translated to the U.S. dollar for the period shown using the average exchange rate of 1.0055) and the constructed pro forma statement of condensed comprehensive loss of DMHC for the six months ended March 31, 2012 (the construction was based on DMHC’s internal unaudited condensed consolidated statement of comprehensive loss for the three-month period ended December 31, 2011 and the unaudited condensed consolidated statement of comprehensive income for the three months ended March 31, 2012)


    The comprehensive loss of DMHC for the three months ended December 31, 2011 has been included in both the pro forma statement of comprehensive loss for the year ended December 31, 2011 and in the six months ended March 31, 2012, respectively.

       

    The unaudited pro forma condensed consolidated statement of financial position and the unaudited pro forma condensed consolidated statements of comprehensive loss should be read in conjunction with the above noted financial statements, including the notes thereto. Certain of DMHC’s assets, liabilities, income and expenses have been reclassified to conform to EFI’s consolidated financial statement presentation.

       
    2.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The accounting policies used in preparing the unaudited pro forma condensed consolidated financial statements are consistent with those set out in EFI’s unaudited condensed consolidated financial statements as at December 31, 2011. In preparing the unaudited pro forma condensed consolidated financial statements a review was undertaken by management of EFI to identify accounting policy differences where the impact was potentially material and could be reasonably estimated, to which none were identified. DMHC’s policy with respect to exploration expenditures is to expense these costs as incurred; this difference in accounting policy is not considered to be material by EFI. Accounting differences may be identified after consummation of the proposed Acquisition.

       
    3.

    ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED

       

    On May 23, 2012 the Company and Denison Mines Corp. (“Denison”) entered into an Arrangement Agreement to complete a transaction whereby EFI agreed to acquire from Denison, by way of Plan of Arrangement (the “Arrangement”) all of the outstanding shares of DMHC and White Canyon held by Denison, and all of the inter- company indebtedness of DMHC, White Canyon and their subsidiaries (collectively, the “Denison US Mining Group”) to Denison and its affiliates (other than members of the Denison US Mining Group). Upon completion of the Arrangement, Denison’s shareholders in aggregate owned approximately 63% of the issued and outstanding common shares of EFI.

       

    The shareholders of EFI and the shareholders of Denison approved the Arrangement at their respective Special Meetings held on June 25, 2012. The Arrangement has been approved by the Toronto Stock Exchange and was approved by the Superior Court of Justice (Ontario) on June 27, 2012. The Arrangement was completed on June 29, 2012.




    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    3.

    ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LTD. (continued)

    The cost of the Acquisition included the fair value of the issuance of 425,440,872 EFI common shares at C$0.19, for a total purchase price of $79,322,174.

    The value of the Energy Fuels shares issued was calculated using the share price of the Company’s shares on the date the Acquisition closed.

    The estimated cost of the transaction is $2,309,680, which included the issuance of 4,373,917 common shares to Dundee Securities Ltd., valued at $981,300 in partial satisfaction of the advisory fee.

    The Acquisition was accounted for as a business combination under IFRS. The allocation of the purchase price is based upon management’s preliminary estimates and certain assumptions with respect to the fair value associated with the assets and the liabilities to be acquired. Moreover, this preliminary fair value is supported by an earlier fairness opinion provided to EFI. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed below in the assumed pro forma purchase price allocation as further analysis (including identification of intangible assets, if any, for which no amounts have been estimated and included in the preliminary amounts shown below) is completed. Consequently, the actual allocation of the purchase price is likely to result in different adjustments than those in the unaudited pro forma consolidated statements. EFI will complete a full and detailed valuation of the DMHC assets. Therefore, it is likely that the fair values of assets and liabilities acquired, including mineral properties and property, plant & equipment, will vary from those shown below and the differences may be material.

    The preliminary allocation of fair value assumed in these unaudited pro forma condensed consolidated financial statements is subject to change and is summarized as follows:

              Fair Value        
        Book Value     Adjustments     Fair Value  
    Purchase price                  
       Issuance of 425,440,872 common shares of EFI             $ 79,322,174  
                       

    Fair value of assets and liabilities acquired

                     

       Cash and cash equivalents

    $  281,570 $     -   $  281,570  

       Accounts receivable

      16,494,220     -     16,494,220  

       Raw material inventories

      20,862,910     -     20,862,910  

       Concentrate inventories

      12,300,540     558,000     12,858,540  

       Prepaid expenses and other assets

      856,495     -     856,495  

       Investments

      50,200     -     50,200  

       Property, plant and equipment

      39,199,424     -     39,199,424  

       Mineral properties

      43,051,430     -     43,051,430  

       Restricted cash

      24,668,620     -     24,668,620  

       Accounts payable and accrued liabilities (1)

      (5,551,587 )   -     (5,551,587 )

       Deferred revenue

      (1,150,275 )   -     (1,150,275 )

       Decommissioning liabilities

      (7,237,861 )   -     (7,237,861 )

       Other liabilities (1)

      (99,593 )   -     (99,593 )

       Gain on bargain purchase

      -     (64,961,919 )   (64,961,919 )

     

    $  143,726,093    $  (64,403,919 $ 79,322,174    

    (1) The book value reported has been adjusted to exclude intercompany accounts.



    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    4.

    PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

    The unaudited pro forma condensed consolidated financial statements reflect the following adjustments to give effect to the acquisition as describe in Note 3 as if the transaction had occurred on October 1, 2010:

      a.

    An adjustment of $64,961,919 to reflect the excess of the fair value of the assets acquired by EFI over the consideration transferred, which has been recognized as a gain on bargain purchase. The bargain purchase resulted from the share price used in calculating the purchase price decreasing without a subsequent change in the underlying fair value of the DMHC assets and liabilities;

         
      b.

    An adjustment of $2,309,680 to reflect EFI’s estimated costs and expenses of the transaction. EFI’s transaction costs are comprised of previously deferred costs of $35,552, additional cash costs of $1,292,828 and by the issuance of 4,373,917 EFI common shares having an aggregate market price of $981,300 valued based on the five-day volume weighted average price of the Company’s shares for the five days ended June 28, 2012.

         
      c.

    An adjustment of $79,322,174 to reflect the issuance of 425,440,872 common shares of EFI for the common shares of DMHC and White Canyon;

         
      d.

    An adjustment of $189,164,457 to eliminate the historical capital stock account of DMHC;

         
      e.

    An adjustment to eliminate acquired intercompany balances;

         
      f.

    An adjustment of $165,493,553 to eliminate DMHC’s accumulated deficit;

         
      g.

    An adjustment of $50,200 to eliminate DMHC’s accumulated other comprehensive income;

         
      h.

    An adjustment of $32,625,261 to eliminate DMHC’s goodwill impairment related to its proposed transaction with EFI;

         
      i.

    An adjustment of $44,079,000 to eliminate DMHC’s impairment of U.S. mining assets related to its proposed transaction with EFI;

         
      j.

    An adjustment of $242,647 to eliminate DMHC’s intercompany-related consulting income related to Denison’s Mongolia projects;

         
      k.

    An adjustment of $14,356 to eliminate DMHC’s intercompany-related interest income related to Denison’s Mongolia projects;

         
      l.

    An adjustment to eliminate DMHC’s intercompany-related interest expense;

         
      m.

    An adjustment of $558,000 to reflect the increase in the fair value of uranium concentrates; and

         
      n.

    An adjustment of $2,000,000 to eliminate the historical preferred stock account of DMHC.




    ENERGY FUELS INC.
    Notes to the Pro Forma Condensed Consolidated Financial Statements
    For the Six Months Ended March 31, 2012 and the Year Ended September 30, 2011
    (Unaudited)
    (Expressed in U.S. dollars)

    5.

    PRO FORMA SHARES OUTSTANDING

       

    The average number of shares used in the computation of pro forma basic and diluted loss per share has been determined as follows:


          Six Months Ended     Year Ended  
          March 31, 2012     September 30, 2011  
      Weighted average shares outstanding of EFI (excluding Titan)   123,999,665     111,376,261  
      Shares issued to acquire Titan   89,063,997     89,063,997  
      Shares issued to settle Titan transaction costs   1,256,489     1,256,489  
      Shares issued to acquire DMHC   425,440,872     425,440,872  
      Shares issued to settle transaction costs   4,373,917     4,373,917  
      Treasury shares   (1,046,067 )   (371,096 )
      Pro forma weighted average shares of EFI (1)   643,088,873     631,140,440  

      (1)

    The pro forma weighted average shares of EFI does not reflect the consolidation of EFI shares on a 10-for-1 basis which is expected to occur subsequent to the Acquisition.


    6.

    PRO FORMA SHARE CAPITAL


          Number of        
          Shares   $    
      Energy Fuels shares outstanding - September 30, 2011   123,999,665     59,488,437  
      Shares issued to acquire Titan   89,063,997     32,498,519  
      Shares issued to settle Titan transaction costs   1,256,489     430,772  
      Shares issued to acquire DMHC   425,440,872     79,322,174  
      Shares issued to settle transaction costs   4,373,917     981,300  
      Treasury shares   (1,046,067 )   (371,096 )
      Pro forma common shares - March 31, 2012   643,088,873     172,350,106  



    Exhibit 99.64

    UNDERWRITING AGREEMENT

    July 3, 2012

    Energy Fuels Inc.
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

    Attention: Stephen P. Antony, President and Chief Executive Officer

    Dear Sirs:

         Based upon and subject to the terms and conditions set out in this agreement (the “ Underwriting Agreement ”), Dundee Securities Ltd. (“ Dundee ”), Scotia Capital Inc. (“ Scotia ”, and together with Dundee, the “ Lead Underwriters ”), National Bank Financial Inc., Haywood Securities Inc. and Versant Partners Inc. (together with the Lead Underwriters, the “ Underwriters ”) hereby offer to purchase from Energy Fuels Inc. (the “ Corporation ”), and the Corporation hereby agrees to sell to the Underwriters, 22,000 floating-rate convertible unsecured subordinated debentures (each an “ Purchased Debenture ” and collectively, the “ Purchased Debentures ”) with a principal amount of $1,000 per Purchased Debenture, for aggregate gross proceeds to the Corporation of $22,000,000. Each Purchased Debenture will be convertible into Common Shares (as hereinafter defined) at the option of the holder at a conversion price of $0.30 per Common Share, subject to adjustment in certain events, representing a ratio of approximately 3,333.33 Common Shares per $1,000 principal amount of Purchased Debentures, at any time prior to the close of business on the earlier of the Maturity Date (as hereinafter defined) and the Business Day (as hereinafter defined) immediately preceding the date specified by the Corporation for redemption of the Purchased Debentures. The Purchased Debentures shall otherwise have such attributes as are described in the Prospectus (as hereinafter defined) and the Debenture Indenture (as hereinafter defined). The terms and conditions of the Purchased Debentures will be governed by a trust indenture (the “ Debenture Indenture ”) to be entered into on the Closing Date (as hereinafter defined) between the Corporation and CIBC Mellon Trust Company (the “ Debenture Trustee ”).

         The Purchased Debentures will bear interest, accruing, calculated and payable semi-annually in arrears on June 30 and December 31 of each year commencing December 31, 2012, at a fluctuating interest rate of not less than 8.5% per annum and not more than 13.5% per annum, which rate is dependent on the simple average of the Ux Weekly Indicator (Spot Price) published by the Ux Consulting Company, LLC (the “ UxC U308 Weekly Indicator Price ”) during the applicable semi-annual period. The Purchased Debentures will have a maturity date of June 30, 2017 (the “ Maturity Date ”), subject to redemption at the option of the Corporation in certain circumstances, subsequent to July 24, 2015, as set forth in the Prospectus (as hereinafter defined) and the Debenture Indenture.

         In addition, the Corporation hereby grants to the Underwriters an option (the “ Over - Allotment Option ”) to purchase additional Debentures (the “ Additional Debentures ”) for the purpose of covering the Underwriters’ over-allocation position, if any, in connection with the Offering and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters to acquire up to 3,300 Additional Debentures at a price of $1,000 per Additional Debenture. The Over-Allotment Option is exercisable in whole or in part and from time to time, at the sole discretion of the Underwriters, for a period of 30 days following the Closing Date, as more particularly described in Section 11. If the Over-Allotment Option is exercised in full by the Underwriters, the aggregate gross proceeds of the Offering will be $25,300,000.


    2.

         The Purchased Debentures and the Additional Debentures are collectively referred to herein as the “ Offered Debentures ” and the offer and sale of the Purchased Debentures, and the offer and sale of the Additional Debentures, if any, is collectively referred to as the “ Offering ”.

         The Offered Debentures may be distributed in each of the provinces of Canada (the “ Qualifying Jurisdictions ”) by the Underwriters pursuant to the Final Prospectus (as hereinafter defined). The Offered Debentures may also be offered and sold to Qualified Institutional Buyers (as such term is defined in Schedule “A” of this Underwriting Agreement) in the United States in accordance with the provisions of Schedule “A” of this Underwriting Agreement. With respect to Offered Debentures to be sold in the United States to Qualified Institutional Buyers in compliance with Rule 144A under the U.S. Securities Act (as hereinafter defined), the Underwriters and/or their U.S. Affiliates (as hereinafter defined) shall purchase such Purchased Debentures from the Corporation for resale in compliance with Rule 144A and in accordance with Schedule “A” of this Underwriting Agreement. Subject to applicable law, including applicable Securities Laws (as hereinafter defined), and the terms of this Underwriting Agreement, the Offered Debentures may also be distributed outside Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.

         In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Corporation shall pay to the Underwriters a cash fee (the “ Underwriting Fee ”) equal to 6.0% of the gross proceeds of the Offering (including any proceeds from the sale of any Additional Debentures issued and sold pursuant to the exercise of the Over-Allotment Option).

         The Underwriters shall have the right to invite one or more investment dealers (each, a “ Selling Firm ”) to form a selling group (a “ Selling Group ”) to participate in the soliciting of offers to purchase the Offered Debentures and the Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group. The Underwriters shall comply, and ensure that any Selling Firm shall agree with the Underwriters to comply, with all applicable laws and with the covenants and obligations given by the Underwriters herein.

         Based on the foregoing and upon and subject to the terms and conditions of this Underwriting Agreement, the Underwriters hereby severally, and not jointly, or jointly and severally, in their respective percentages set out in Section 18, offer to purchase the Purchased Debentures, and by its acceptance of the offer constituted by this Underwriting Agreement, the Corporation agrees to issue and sell to the Underwriters, on the Closing Date, the Purchased Debentures.

         The Underwriters and the Corporation acknowledge that Schedules “A” and “B” form a part of this Underwriting Agreement.

         The following are the terms and conditions of the agreement between the Corporation and the Underwriters:


    3.

    TERMS AND CONDITIONS

    Section 1 Definitions and Interpretation

    (1)

    In this Underwriting Agreement:

    Additional Debentures ” has the meaning ascribed to it in the preamble;

    affiliate ”, “ associate ”, “ material fact ”, “ material change ”, and “ misrepresentation ” shall have the respective meanings ascribed thereto in the Securities Act (Ontario);

    Acquiring Person” has the meaning ascribed to such term in the Rights Plan;

    " Arizona Strip Deposits " means the five additional uranium deposits, which for greater certainty include, EZ1, EZ2, DB 1, WHAT and Moonshine Springs located on the Arizona/Utah state line;

    " Arizona Strip Mines " means the four developed and partially developed mines, which for greater certainty include, Arizona 1, Canyon, Pinenut and Kanab North located on the Arizona/Utah state line, as more particularly described in the Arizona Strip Mines Technical Report;

    " Arizona Strip Properties " means, collectively, the Arizona Strip Mines and Arizona Strip Deposits;

    " Arizona Strip Mines Technical Report " means the technical report entitled "Technical Report on the Arizona Strip Uranium Project, Arizona, USA" dated June 27, 2012 prepared in accordance with NI 43-101 by Thomas C. Pool, P.E. and David A. Ross, P.Geo of Scott Wilson RPA;

    " Arizona Strip EZ1 and EZ2 Technical Report " means the technical report entitled "Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District" dated June 27, 2012 prepared in accordance with NI 43-101 by David A. Ross, M.Sc., P.Geo. and Christopher Moreton, Ph.D., P.Geo. of Scott Wilson RPA;

    Business Day ” means any day other than a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario;

    Canadian Securities Laws ” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such securities laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions;

    Closing ” means the completion of the issue and sale of the Purchased Debentures and, if applicable, any Additional Debentures issued and sold pursuant to the exercise of the Over-Allotment Option;

    Closing Date ” means July 24, 2012 or any earlier or later date as may be agreed to by the Corporation and the Underwriters, each acting reasonably, but in any event not later than the date that is 42 days after the date that a receipt is issued for the Final Prospectus;


    4.

    " Colorado Plateau Mines " means the uranium and vanadium mines located on the border of Utah and Colorado, which for greater certainty include, the La Sal, Van 4, Sunday and East Canyon (Rim) zones, as more particularly described in the management information circular of the Corporation dated May 28, 2012 in respect of the special meeting of shareholders held on June 25, 2012;

    Common Shares ” means common shares in the capital of the Corporation;

    Corporation ” means Energy Fuels Inc. and unless the context provides otherwise, includes the Material Subsidiaries;

    Corporation’s Auditors ” means such firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation, including prior auditors of the Corporation, as applicable;

    " Daneros Mine " means the uranium mine located in the White Canyon district of southeastern Utah, as more particularly described in the management information circular of the Corporation dated May 28, 2012;

    distribution ” means distribution or distribution to the public, as the case may be, for the purposes of the Canadian Securities Laws;

    Debt Instrument ” means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability;

    Documents Incorporated by Reference ” means all financial statements, management information circulars, annual information forms, material change reports, business acquisition reports or other documents issued by the Corporation, whether before or after the date of this Underwriting Agreement, that are incorporated by reference, or deemed to be incorporated by reference, into the Preliminary Prospectus, the Final Prospectus or any Supplementary Material;

    Employee Plans ” has the meaning ascribed thereto in Section 7(1)(zz);

    Energy Queen Mine ” means the mine project of the Corporation located approximately three miles west of the town of LaSal, Utah, consisting of a core property of 702 acres of land in sections 6 and 7, T29S, R24E, SLPM, in San Juan County, Utah, as more particularly described in the Offering Documents;

    Energy Queen Technical Report ” means the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Property, San Juan County, Utah”, prepared by Douglas C. Peters, CPG, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101;

    Environmental Laws ” has the meaning ascribed thereto in Section Section 7(1)(jj);

    Final Prospectus ” means the (final) short form prospectus (in both the English and French languages), including all of the Documents Incorporated by Reference, prepared by the Corporation and qualifying the distribution of the Offered Debentures and for which a receipt or deemed receipt has been issued by the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System;


    5.

    Financial Statements ” means, collectively, (i) the audited consolidated financial statements of the Corporation for the financial years ended September 30, 2011 and September 30, 2010; and (ii) the unaudited condensed consolidated interim financial statements for the six month period ended March 31, 2012;

    Flip - In Event ” has the meaning ascribed thereto in the Rights Plan;

    Governmental Authority ” means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, and any governmental department, commission, board, bureau, agency or instrumentality, including the Securities Commissions;

    " Henry Mountains Properties " means the uranium complex in southern Utah which, for greater certainty includes, the Bullfrog property and the Tony M property, as more particularly described in the Henry Mountains Technical Report;

    " Henry Mountains Technical Report " means the technical report entitled "Technical Report on the Henry Mountains Complex Uranium Project, Utah, USA" dated June 27, 2012 prepared pursuant to NI 43-101 by William E. Roscoe, Ph.D., P.Eng., Douglas H. Underhill, Ph.D., C.P.G. and Thomas C. Pool, of Scott Wilson RPA;

    IFRS ” means International Financial Reporting Standards;

    including ” means including without limitation;

    Indemnified Party ” has the meaning given to that term in Section 15(1);

    Laws ” means any and all applicable (i) laws, including applicable Securities Laws, constitutions, treaties, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal by-laws whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, and awards of any Governmental Authority and (iii) policies, practices and guidelines of, or contracts with, any Governmental Authority which, although not actually having the force of law, are considered by such Governmental Authority as requiring compliance as if having the force of law, in each case binding on or affecting the Person referred to in the context in which the word is used;

    Lead Underwriters ” has the meaning ascribed to it in the preamble;

    Material Agreement ” means any note, indenture, mortgage or other form of indebtedness and any contract, commitment, agreement (written or oral), joint venture instrument, lease or other document to which the Corporation or a Subsidiary is a party and which is material to the Corporation and the Material Subsidiaries on a consolidated basis;


    6.

    Material Adverse Effect ” means the effect resulting from any event, change, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), capitalization, financial condition, prospects or results of operations of the Corporation and the Material Subsidiaries on a consolidated basis;

    Material Properties ” means, collectively, (i) the Whirlwind Mine; (ii) the Energy Queen Mine; (iii) the Sage Plain Project; (iv) the Piñon Ridge Mill Site; (v) the Sheep Mountain Project; (vi) the White Mesa Mill; (vii) the Colorado Plateau Mines; (viii) the Daneros Mine; (ix) the Arizona Strip Properties; and (x) the Henry Mountains Properties;

    Material Subsidiaries ” means, collectively, (i) Energy Fuels Resources Corporation, a corporation existing under the laws of the State of Colorado, U.S.; (ii) Magnum Uranium Corp., a corporation existing under the laws of the province of British Columbia; (iii) Magnum Minerals USA Corp., a corporation existing under the laws of the State of Nevada, U.S.; (iv) Titan Uranium Inc., a corporation existing under the federal laws of Canada; (v) Uranium Power Corp., a corporation existing under the laws of the province of British Columbia; (vi) Energy Fuels Wyoming Inc., a corporation existing under the laws of the State of Nevada, U.S.; (vii) Denison Mines Holding Corp., a corporation existing under the laws of Delaware, (viii) White Canyon Uranium Limited, a corporation existing under the laws of Australia; (ix) Denison Mines (USA) Corp.; (x) Denison White Mesa LLC; (xi) Denison Henry Mountains LLC,; (xii) Denison Colorado Plateau LLC; (xiii) Denison Arizona Strip LLC; and (xiv) Utah Energy Corporation.

    NI 43 - 101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, as amended or replaced;

    NI 44 - 101 ” means National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators, as amended or replaced;

    NI 51 - 102 ” means National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators, as amended or replaced;

    NP 11 - 202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions of the Canadian Securities Administrators, as amended or replaced;

    Offered Debentures ” has the meaning ascribed to it in the preamble; “ Offering ” has the meaning ascribed to it in the preamble;

    Offering Documents ” means, collectively, the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment, any Supplementary Material, the U.S. Placement Memorandum and any U.S. Supplementary Material;

    Over - Allotment Closing Date ” means the third Business Day after the Over-Allotment Notice is delivered to the Corporation, or any earlier or later date as may be agreed to in writing by the Corporation and the Underwriters, each acting reasonably, but in no event later than 30 days from the Closing Date;

    Over - Allotment Notice ” has the meaning ascribed thereto in Section 11(1);


    7.

    Passport System ” means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 – Passport System adopted by the Securities Commissions (other than the Ontario Securities Commission) and NP 11-202;

    person ” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind;

    Piñon Ridge Mill Site ” means the 880 acre site located approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which the Corporation intends to build the Piñon Ridge uranium mill, as more particularly described in the Offering Documents;

    Preliminary Prospectus ” means the preliminary short form prospectus (in both the English and French languages) of the Corporation dated July 3, 2012, including all Documents Incorporated by Reference, relating to the distribution of the Offered Debentures to be filed with the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System;

    Property Rights ” has the meaning ascribed thereto in Section 7(1)(bb);

    Prospectus Amendment ” means any amendment to the Preliminary Prospectus or the Final Prospectus prepared, in both the English and French languages, and filed by the Corporation under Canadian Securities Laws in connection with the Offering;

    Purchasers ” means, collectively, each of the purchasers of Offered Debentures arranged for by the Underwriters pursuant to the Offering, including, if applicable, the Underwriters;

    Purchased Debentures ” has the meaning ascribed to it in the preamble;

    Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

    Regulatory Authorities ” means the Securities Commissions in each of the Qualifying Jurisdictions and the TSX, and “ Regulatory Authority ” means any one of them;

    Reporting Jurisdictions ” means each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario collectively;

    Rights Plan ” means the shareholder rights agreement dated February 2, 2009 made between the Corporation and CIBC Mellon Trust Company as rights agent, which agreement was renewed by the shareholders of the Corporation at the annual and special meeting of shareholders of the Corporation held on January 20, 2012;

    Rule 144A ” means Rule 144A adopted by the SEC under the U.S. Securities Act;

    " Sage Plain Project " means the mineral property of the Corporation located in San Juan County, Utah and San Miguel County, Colorado, comprised of three private mineral leases, four Utah State leases and 94 unpatented mining claims covering approximately 5,635 acres, as more particularly described in the Sage Plain Technical Report;


    8.

    " Sage Plain Technical Report " means the technical report with respect to the Sage Plain Project entitled "Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and LYNX-Royal JV) Sage Plain Project (Including the Calliham Mine and Sage Mine)" dated December 16, 2011 prepared pursuant to NI 43-101 by Douglas C. Peters, Certified Professional Geologist of Peters Geosciences;

    SEC ” means the United States Securities and Exchange Commission;

    Securities Commissions ” means the applicable securities commission or regulatory authority in each of the Qualifying Jurisdictions;

    Securities Laws ” means Canadian Securities Laws and U.S. Securities Laws;

    Selling Group ” has the meaning ascribed to it in the preamble;

    " Sheep Mountain Project " means the mineral property of the Corporation located in Fremont County, Colorado, as more particularly described in the Sheep Mountain Technical Report;

    " Sheep Mountain Technical Report " means the technical report with respect to the Sheep Mountain Project entitled "Sheep Mountain Uranium Project, Fremont County, Wyoming, USA, Updated Preliminary Feasibility Study, National Instrument 43-101 Technical Report" dated April 13, 2012 prepared pursuant to NI 43-101 by Douglas L. Beahm, P.E., P.G., Principal Engineer of BRS Engineering;

    Standard Listing Conditions ” has the meaning given to that term in Section 3(4)(h);

    subsidiary ” means a subsidiary for purposes of the Securities Act (Ontario);

    Supplementary Material ” means, collectively, any Prospectus Amendment, any amendment to any of the other Offering Documents or any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under Securities Laws relating to the distribution of the Offered Debentures;

    Tax ” and “ Taxes ” means all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings or similar charges of any kind imposed by a Governmental Authority and all liabilities with respect thereto including any penalty and interest payable with respect thereto;

    Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended, re-enacted or replaced from time to time, and including all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof;

    Technical Reports ” means, collectively, the Arizona Strip Mines Technical Report, the Arizona Strip EZ1 and EZ2 Technical Report, the Energy Queen Technical Report, the Henry Mountains Technical Report, the Sage Plain Technical Report, the Sheep Mountain Technical Report, and the Whirlwind Technical Report;


    9.

    Time of Closing ” means 8:00 a.m. (Toronto time) on the Closing Date or the Over-Allotment Closing Date, as applicable, or any other time on the Closing Date or the Over-Allotment Closing Date, as applicable, as may be agreed to by Company and the Underwriters;

    Transaction Documents ” means, collectively, this Underwriting Agreement and the Debenture Indenture;

    Transfer Agent ” means CIBC Mellon Trust Company, in its role as registrar and transfer agent of the Corporation with respect to its Common Shares;

    TSX ” means the Toronto Stock Exchange;

    Underwriting Agreement ” means the agreement resulting from the acceptance by the Corporation of the offer hereby made by the Underwriters, including the schedules attached hereto, as amended or supplemented from time to time;

    United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

    U.S. Affiliates ” means the applicable United States registered broker-dealer affiliates of the Underwriters;

    U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended;

    U.S. Placement Memorandum ” means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Corporation, acting reasonably, the preliminary version of which will be attached to a copy of the Preliminary Prospectus and the final version of which will be attached to the Final Prospectus, to be delivered to each offeree and purchaser of the Offered Debentures in the United States in accordance with Schedule “A” hereto;

    U.S. Securities Act ” means the United States Securities Act of 1933, as amended;

    U.S. Securities Laws ” means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

    U.S. Supplementary Material ” means any Supplementary Material required, in the opinion of the Underwriters, to be delivered to Purchasers or prospective purchasers in the United States with any supplemental, or supplement to the, U.S. Placement Memorandum as may be so required;

    Whirlwind Mine ” means the mine project of the Corporation located in the Beaver Mesa District of the Uravan Mineral Belt, approximately four miles southwest of Gateway, Colorado. The mine consists of 216 unpatented claims, covering approximately 4,380 acres, and Utah State Mineral lease #ML-49312 for a total of about 4,700 acres, as more particularly described in the Offering Documents;


    10.

    Whirlwind Technical Report ” means the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in accordance with NI 43-101; and

       

    White Mesa Mill ” means the White Mesa mill of the Corporation, a 2,000-ton per day uranium and vanadium processing facility located near Blanding, Utah.

       
    (2)

    Headings, etc. The division of this Underwriting Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Underwriting Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Underwriting Agreement.

       
    (3)

    Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

       
    (4)

    Capitalized Terms. Capitalized terms used but not defined herein have the meanings ascribed to them in the Preliminary Prospectus.

       
    (5)

    Schedules. The following Schedules are attached to this Underwriting Agreement and are deemed to be part of and incorporated in this Underwriting Agreement:


    Schedule Title
    Schedule “A” United States Offers and Sales
    Schedule “B” Directors and Officers Subject to Future Sale Restrictions

    Section 2 Filing of the Preliminary Prospectus and Final Prospectus

    (1)

    As soon as possible, and in any event not later than 12:00 p.m. (Toronto time) on July 3, 2012, the Corporation shall have prepared and filed, in both the English and French languages, under the Canadian Securities Laws the Preliminary Prospectus and other related documents (including the Documents Incorporated by Reference, each such document in the English language) relating to the proposed distribution of the Offered Debentures in the Qualifying Jurisdictions, and the Corporation shall have obtained a receipt or deemed receipt therefor from the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System by 5:00 p.m. (Toronto time) on such date.

       
    (2)

    The Corporation shall use its best efforts to satisfy all comments with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Corporation shall, in any event, not later than 12:00 p.m. (Toronto time) on July 11, 2012, have prepared and filed, in both the English and French languages, under the Canadian Securities Laws the Final Prospectus and other related documents relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Debentures (including the Documents Incorporated by Reference, each such document in the English and French languages), and the Corporation shall have obtained a receipt or deemed receipt therefor from the Ontario Securities Commission (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System by 5:00 p.m. (Toronto time) on such date.



    11.

    (3)

    Until the earlier of the date on which: (i) the distribution of the Offered Debentures is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Section 13, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Debentures or, in the event that the Offered Debentures have, for any reason, ceased so to qualify, to so qualify again the Offered Debentures, as applicable, for distribution in the Qualifying Jurisdictions.


    Section 3 Delivery of Preliminary Prospectus, Final Prospectus and Related Matters

    (1)

    The Corporation shall deliver without charge to the Underwriters, at those delivery points in the Qualifying Jurisdictions as the Underwriters may reasonably request, as soon as practicable and in any event in the City of Toronto no later than 2:00 p.m. (Toronto time) on the first Business Day after, and to other cities no later than the second Business Day after, a receipt is obtained for the Preliminary Prospectus and Final Prospectus, as applicable, in each of the Qualifying Jurisdictions under the Passport System, and thereafter from time to time during the distribution of the Offered Debentures, in such cities in the Qualifying Jurisdictions as the Underwriters shall notify the Corporation, as many commercial copies of the Preliminary Prospectus and the Final Prospectus (and in the event of any Prospectus Amendment, such Prospectus Amendment), in both the English and French languages, as the Underwriters may reasonably request for the purposes contemplated under Canadian Securities Laws. The Corporation will similarly cause to be delivered to the Underwriters, in such cities in the Qualifying Jurisdictions as the Underwriters may reasonably request, commercial copies of any Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Debentures. Each delivery of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material will have constituted and constitute the Corporation’s consent to the use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Underwriters for the distribution of the Offered Debentures in the Qualifying Jurisdictions in compliance with the provisions of this Underwriting Agreement and Canadian Securities Laws.

       
    (2)

    The Corporation shall deliver without charge to the Underwriters, at those delivery points as the Underwriters may reasonably request, as soon as practicable and in any event in the City of Toronto no later than 2:00 p.m. (Toronto time) on the first Business Day after, and to other cities no later than the second Business Day after, a receipt is obtained for the Preliminary Prospectus and Final Prospectus, as applicable, in each of the Qualifying Jurisdictions under the Passport System, and thereafter from time to time during the distribution of the Offered Debentures, in such cities as the Underwriters shall notify the Corporation, as many commercial copies of the U.S. Placement Memorandum (and in the event of any Prospectus Amendment, such amended U.S. Placement Memorandum) as the Underwriters may reasonably request for the purposes contemplated under U.S. Securities Laws. The Corporation will similarly cause to be delivered to the Underwriters, in such cities as the Underwriters may reasonably request, commercial copies of any U.S. Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Debentures. Each delivery of U.S. Placement Memorandum and any U.S. Supplementary Material will have constituted and constitute the Corporation’s consent to the use of the U.S. Placement Memorandum and any U.S. Supplementary Material by the Underwriters for the distribution of the Offered Debentures in the United States in compliance with the Underwriting Agreement and U.S. Securities Laws.



    12.

    (3)

    Each delivery of the Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum, any Supplementary Material and any U.S. Supplementary Material, as applicable, to the Underwriters by the Corporation in accordance with this Underwriting Agreement will constitute the representation and warranty of the Corporation to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Preliminary Prospectus, Final Prospectus, U.S. Placement Memorandum, Supplementary Material or U.S. Supplementary Material, as applicable), at the respective date of such document:

         
    (a)

    the information and statements contained in each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material (including, for greater certainty, the Documents Incorporated by Reference therein): (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Debentures and the Corporation;

         
    (b)

    no material fact has been omitted from any of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, that is required to be stated in the document or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made;

         
    (c)

    each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material complies in all material respects with Canadian Securities Laws; and

         
    (d)

    each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws.

         
    (4)

    The Corporation will also deliver to the Underwriters, without charge, contemporaneously with, or prior to the filing of the Preliminary Prospectus and the Final Prospectus, unless otherwise indicated:

         
    (a)

    a copy of the Preliminary Prospectus and the Final Prospectus in the English language manually signed on behalf of the Corporation, by the persons and in the form required by Canadian Securities Laws in the Qualifying Jurisdictions other than Québec;

         
    (b)

    a copy of the Preliminary Prospectus and the Final Prospectus in the French language manually signed on behalf of the Corporation, by the persons and in the form required by the Canadian Securities Laws applicable in Québec;

         
    (c)

    a copy of any other document filed with, or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any Supplementary Material and any document incorporated by reference in the Preliminary Prospectus or Final Prospectus not previously filed on SEDAR;



    13.

      (d)

    a copy of the U.S. Placement Memorandum and any U.S. Supplementary Material;

         
      (e)

    opinions of Borden Ladner Gervais LLP, dated the date of the Preliminary Prospectus and the date of the Final Prospectus, respectively, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters to the effect that the French language version of each of the Preliminary Prospectus and the Final Prospectus, except for the Financial Statements and certain other financial information upon which the auditors of an issuer usually opine, including management’s discussion and analysis incorporated by reference in the Preliminary Prospectus or the Final Prospectus, as applicable (collectively, the “ Financial Information ”) as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;

         
      (f)

    in the case of the Preliminary Prospectus, opinions of each of (i) the Corporation's Auditors and (ii) PricewaterhouseCoopers LLP dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters to the effect that the French language version of the Financial Information included in the Preliminary Prospectus (excluding the Documents Incorporated by Reference) is, in all material respects, a complete and proper translation of the English language version thereof;

         
      (g)

    in the case of the Final Prospectus, opinions of each of (i) the Corporation’s Auditors, (ii) Davidson and Company LLP, (iii) PricewaterhouseCoopers LLP, and (iv) RSM Bird Cameron Partners LLP, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters to the effect that the French language version of the Financial Information is, in all material respects, a complete and proper translation of the English language version thereof;

         
      (h)

    in the case of the Final Prospectus, evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSX of the Offered Debentures and any Common Shares that may be issued on conversion, redemption or at maturity of the Offered Debentures, subject only to the satisfaction by the Corporation of customary post-closing conditions imposed by the TSX in similar circumstances (the “ Standard Listing Conditions ”);

         
      (i)

    in the case of the Final Prospectus, a “long-form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, from the Corporation’s Auditors, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Corporation included and incorporated by reference in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Final Prospectus and any auditors’ comfort letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws;



    14.

    (j)

    in the case of the Final Prospectus, a “long-form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, from each of the following and based on a review completed not more than two Business Days prior to the date of the letter:

           
    (A)

    Davidson and Company LLP, in respect of the financial and accounting information included and incorporated by reference in the Final Prospectus relating to the audited financial statements of Titan Uranium Inc. for the financial year ended August 31, 2011;

           
    (B)

    KPMG LLP, in respect of the financial and accounting information included and incorporated by reference in the Final Prospectus relating to the audited financial statements of Titan Uranium Inc. for the financial year ended August 31, 2010;

           
    (C)

    PricewaterhouseCoopers LLP, in respect of the financial and accounting information included and incorporated by reference in the Final Prospectus relating to the audited consolidated financial statements of Denison Mines Holdings Corp., for the periods as at and ended December 31, 2011 and 2010; and

           
    (D)

    RSM Bird Cameron Partners LLP, in respect of the financial and accounting information included and incorporated by reference in the Final Prospectus relating to the audited consolidated financial statements of White Canyon Uranium Limited., for the period as at and ended June 30, 2011.

           
    (5)

    Opinions, comfort letters and other documents substantially similar to those referred to in this Section 3 will be delivered to the Underwriters and the Corporation, and their respective counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or prior to the filing of, such Supplementary Material.


    Section 4 Material Changes During the Distribution of the Offered Debentures

    (1)

    The Corporation will promptly inform the Underwriters during the period prior to the completion of the distribution of the Offered Debentures of the full particulars of:

         
    (a)

    any material change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against) (whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, assets, financial condition, capital or prospects of the Corporation and the Material Subsidiaries on a consolidated basis;

         
    (b)

    any material fact that has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be; or

         
    (c)

    any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the existence of any new material fact, which change or new material fact is, or could reasonably be expected to be, of such a nature as:



    15.

      (a)

    to result in any Offering Document, as it exists and considered in its entirety immediately prior to such change or new material fact, containing a misrepresentation;

         
      (b)

    to result in any Offering Document, as it exists and considered in its entirety immediately prior to such change or new material fact, not complying with any Securities Laws;

         
      (c)

    to have a material effect on the market price or value of any of the Offered Debentures or constitute a Material Adverse Effect; or

         
      (d)

    would be material to a prospective purchaser of the Offered Debentures.


    (2)

    The Corporation shall comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Canadian Securities Laws, and the Corporation will prepare and will file promptly any Supplementary Material which, in the opinion of the Corporation, may be necessary, and will, until the distribution of the Offered Debentures is complete, otherwise comply with all applicable filing and other requirements under Canadian Securities Laws arising as a result of such fact or change necessary to continue to qualify the Offered Debentures for distribution in each of the Qualifying Jurisdictions.

       
    (3)

    The Corporation and the Underwriters acknowledge that the Corporation is required by Canadian Securities Laws to prepare and file a Prospectus Amendment if at any time prior to the completion of the distribution of the Offered Debentures the Final Prospectus contains a misrepresentation. The Corporation will promptly prepare and file with the Securities Commissions any amendment or supplement thereto which in the opinion of the Corporation, acting reasonably, may be necessary or advisable to correct such misrepresentation.

       
    (4)

    In addition, if, during the period from the date hereof to the later of the Closing Date and the date of the completion of the distribution of the Offered Debentures, it shall be necessary to file a Prospectus Amendment to comply with any Canadian Securities Laws, the Corporation shall, in cooperation with the Underwriters and their counsel, make any such filing as soon as reasonably possible.

       
    (5)

    In addition to the provisions of Section 4(1) and Section 4(2), the Corporation will, in good faith, discuss with the Underwriters any change, event, development or fact, contemplated, anticipated, threatened, or proposed in Section 4(1) and Section 4(2) that is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 4 and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission until the Underwriters and their legal counsel have been given a reasonable opportunity to review and approve such material, acting reasonably.



    16.

    Section 5 Due Diligence

         Prior to the filing of the Preliminary Prospectus and the Final Prospectus and, if applicable, prior to the filing of any Supplementary Material, the Underwriters and their legal counsel will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Corporation and its business operations, properties, assets, affairs and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may require in order to fulfil their obligations under applicable Securities Laws and, in that regard, the Corporation will make available to the Underwriters and their legal counsel, on a timely basis, all corporate and operating records, material contracts, financial information, budgets, key officers, auditors, technical consultants and other relevant information necessary in order to complete the due diligence investigation of the Corporation and its business, properties, assets, affairs and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the Time of Closing. It shall be a condition precedent to the Underwriters’ execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and content of the document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Document required to be executed by the Underwriters and filed in compliance with applicable Securities Laws for the purpose of the Offering.

    Section 6 Conditions of Closing

         The Underwriters’ obligations under this Underwriting Agreement (including the obligation to complete the purchase of the Purchased Debentures or Additional Debentures, if applicable) are conditional upon and subject to:

    (1)

    Legal Opinions. The Underwriters receiving at the Time of Closing, favourable legal opinions, addressed to the Underwriters, from Borden Ladner Gervais LLP, counsel to the Corporation, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Corporation and other documentation standard for legal opinions in transactions of a similar nature, and as to such other matters as the Underwriters may reasonably request relating to the Preliminary Prospectus, the Final Prospectus, any Supplementary Material, this Underwriting Agreement and the Offering, in form and substance acceptable to the Underwriters, acting reasonably, including as to:

         
    (a)

    the Corporation being a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Qualifying Jurisdictions;

         
    (b)

    the Corporation being a corporation existing under the laws of the Province of Ontario and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its properties and assets;

         
    (c)

    the authorized and issued and outstanding share capital of the Corporation;

         
    (d)

    the Corporation having all necessary corporate power and capacity to execute and deliver this Underwriting Agreement, the Debenture Indenture and the Offered Debentures and to perform its obligations hereunder and thereunder, including to create, issue and sell the Additional Debentures issuable upon exercise of the Over- Allotment Option;



    17.

      (e)

    all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, in both the French and English languages, and the filing thereof with the Securities Commissions;

         
      (f)

    all necessary corporate action having been taken by the Corporation to validly create and issue the Purchased Debentures and the Additional Debentures issuable upon exercise of the Over-Allotment Option have been taken, and the Purchased Debentures (or the Additional Debentures, as applicable) having been duly and validly issued;

         
      (g)

    the Common Shares that may be issued on conversion or at maturity of the Offered Debentures having been validly authorized, allotted and reserved for issuance and, upon issuance in accordance with the Debenture Indenture, will be validly issued as fully paid and non-assessable Common Shares;

         
      (h)

    all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of this Underwriting Agreement, the Debenture Indenture and the certificates representing the Offered Debentures and the performance of its obligations hereunder and thereunder, including the issuance and sale of the Purchased Debentures and the Additional Debentures issuable upon exercise of the Over- Allotment Option, and this Underwriting Agreement, the Debenture Indenture and the certificates representing the Offered Debentures having been executed and delivered by the Corporation and constituting legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, subject to standard qualifications, including that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the

         
     

    Limitations Act, 2002 (Ontario);

         
      (i)

    the execution and delivery of this Underwriting Agreement, the Debenture Indenture and the Offered Debentures, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Purchased Debentures and the Additional Debentures issuable upon exercise of the Over-Allotment Option, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both: (i) the provisions of the Business Corporations Act (Ontario); (ii) the constating documents and by-laws of the Corporation; or (iii) any resolutions of the shareholders or directors of the Corporation;

         
      (j)

    all necessary documents having been filed, all requisite proceedings have been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions having been obtained by the Corporation to qualify the distribution of Offered Debentures, through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws;



    18.

      (k)

    no public registration, recording or filing of the Indenture in any of the Qualifying Jurisdictions being required to preserve the validity of the Offered Debentures in such jurisdictions;

         
      (l)

    the issuance of Common Shares by the Corporation upon the conversion of Offered Debentures in accordance with the terms of the Debenture Indenture from time to time to holders resident in the Qualifying Jurisdictions being exempt from the prospectus and registration requirements of the Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained by the Corporation under the Canadian Securities Laws in connection therewith (other than such as have been obtained);

         
      (m)

    the description of the terms and conditions of the Purchased Debentures, the Additional Debentures and the Common Shares in each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material being fair summaries of the terms and conditions of the Purchased Debentures, Additional Debentures and the Common Shares, respectively;

         
      (n)

    the certificates for the Offered Debentures in the form required by the Debenture Indenture and, when duly and validly authenticated by the Debenture Trustee, in the manner contemplated in the Debenture Indenture and delivered to and paid for by the purchasers thereof, or the issuance of the Offered Debentures via a non-certificated process, the Offered Debentures represented by the global certificates or issued via a non-certificated process shall be validly issued and entitled to the benefits provided in the Debenture Indenture;

         
      (o)

    the Purchased Debentures, the Additional Debentures and the Common Shares that may be issued on conversion, redemption or at maturity of the Offered Debentures having been conditionally approved for listing on the TSX;

         
      (p)

    the form and terms of the definitive certificates representing the Offered Debentures, if applicable, and the Common Shares having been approved by the board of directors of the Corporation and complying in all material respects with applicable corporate law requirements and the rules and by-laws of the TSX;

         
      (q)

    CIBC Mellon Trust Company having been appointed as the registrar and transfer agent for the Common Shares and as the trustee for the Offered Debentures;

         
      (r)

    subject to the qualifications, assumptions, limitations and restrictions referred to in the section of the Final Prospectus entitled “Certain Canadian Federal Income Tax Considerations”, the statements made therein being an accurate summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act to a holder who acquires, pursuant to the Final Prospectus, Offered Debentures and a holder who acquires Common Shares pursuant to a conversion, redemption or repayment at maturity of such Offered Debentures;

         
      (s)

    the statements set forth in the Final Prospectus under the caption “Eligibility for Investment” being true and correct.



    19.

    (2)

    Québec Opinion. The Underwriters shall have received at the Closing Time a legal opinion of Borden Ladner Gervais LLP, dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters and counsel to the Underwriters, regarding compliance with the laws of Québec relating to the use of the French language in connection with the documents (including the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and any Documents Incorporated by Reference) to be delivered to purchasers in Québec.

       
    (3)

    Subsidiary Opinions. The Underwriters shall have received at the Time of Closing favourable legal opinions addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from counsel to the Corporation, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Material Subsidiaries, as appropriate, with respect to the following matters: (a) each Material Subsidiary is a corporation existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; and (b) as to the issued and outstanding shares of each Material Subsidiary registered, directly or indirectly, in the name of the Corporation;

       
    (4)

    United States Legal Opinion. If any Offered Debentures are sold to Purchasers in the United States, the Underwriters receiving at the Time of Closing a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from United States counsel to the Corporation, Faegre Baker Daniels LLP, to the effect that registration of such Offered Debentures will not be required under the U.S. Securities Act in connection with the offer and sale of such Offered Debentures in the United States pursuant to the Underwriting Agreement;

       
    (5)

    Title Opinion. The Underwriters shall have received at the Time of Closing favourable legal opinions addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from United States counsel to the Corporation acceptable to the Underwriters, acting reasonably, which counsel in turn may rely, as to matters of fact, on certificates of public officials with respect to title to, and the interest of the Corporation and/or the Material Subsidiaries in, the Property Rights for the Material Properties;

       
    (6)

    Corporate Certificate. The Underwriters shall have received at the Time of Closing a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Corporation, or such other officer(s) of the Corporation as the Underwriters may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and by-laws of the Corporation; (b) the resolutions of the Corporation’s board of directors relevant to the issue and sale of the Offered Debentures by the Corporation and the authorization of this Underwriting Agreement and the other agreements and transactions contemplated herein; and (c) the incumbency and signatures of the signing officer(s) of the Corporation;

       
    (7)

    Closing Certificate. The Corporation shall have delivered to the Underwriters, at the Time of Closing, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers as the Underwriters may agree, certifying for and on behalf of the Corporation, and not in their personal capacities, after having made due inquiries, with respect to the following matters:



    20.

    (a)

    the Corporation having complied with all the covenants and satisfied all the terms and conditions of this Underwriting Agreement on its part to be complied with and satisfied at or prior to the Time of Closing;

         
    (b)

    no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Offered Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any applicable Securities Laws or by any regulatory authority;

         
    (c)

    subsequent to the respective dates as at which information is given in the Final Prospectus, there having not occurred a Material Adverse Effect, or any change or development involving a prospective Material Adverse Effect, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be;

         
    (d)

    no material change relating to the Corporation and the Material Subsidiaries on a consolidated basis having occurred since the date hereof, with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential;

         
    (e)

    there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with Canadian Securities Laws; and

         
    (f)

    the representations and warranties of the Corporation contained in this Underwriting Agreement and in any certificates of the Corporation delivered pursuant to or in connection with this Underwriting Agreement, being true and correct as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, after giving effect to the transactions contemplated by this Underwriting Agreement;

         
    (8)

    Certificate of Transfer Agent. The Corporation having delivered to the Underwriters at the Time of Closing a certificate of the Transfer Agent, certifying as to the number of Common Shares issued and outstanding on the Business Day prior to the Closing Date;

         
    (9)

    Bring Down Auditor Comfort Letters. The Corporation (i) having caused the Corporation’s Auditors to deliver to the Underwriters a comfort letter, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to the date which is two Business Days prior to the Closing Date, the information contained in the comfort letter referred to in Section 3(4)(e); and (ii) having delivered to the Underwriters comfort letters, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to the date which is two Business Days prior to the Closing Date, the information contained in the comfort letters referred to in Section 3(4)(f).



    21.

    (10)

    Certificate of Status. The Underwriters shall have received a certificate of status (or the equivalent) in respect of the Corporation and each of the Material Subsidiaries issued by the appropriate regulatory authority in each jurisdiction under which the Corporation and the Material Subsidiaries exist;

       
    (11)

    Lock - up Agreements. The Underwriters shall have received an executed written undertaking, in a form satisfactory to the Underwriters, acting reasonably, from each director and executive officer of the Corporation set forth in Schedule “B” hereto each in favour of the Underwriters agreeing not to sell, agree or offer to sell, grant any option for the sale of, transfer, assign, pledge or otherwise dispose of any Common Shares or securities convertible or exchangeable into Common Shares individually owned, directly or indirectly, by such individual for a period of 90 days following the Closing Date, except pursuant to: (i) the exercise of currently outstanding rights or agreements, including options, warrants and other convertible securities and any rights which have been granted or issued, which are subject to any necessary regulatory approval; (ii) the exercise of currently outstanding options granted to officers, directors, employees or consultants of the Corporation or any subsidiary thereof pursuant to the Corporation’s stock option plan (the “ Option Plan ”); (iii) the grant of options issued pursuant to and in accordance with the Option Plan, provided that the number of Common Shares issuable pursuant to stock option grants does not exceeds 10% of the basic shares outstanding of the Corporation immediately following the completion of the Offering; or (iv) an arm’s length property acquisition or acquisition of a mining company, without the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld or delayed;

       
    (12)

    Board Approval. The Corporation’s board of directors shall have authorized and approved the execution and delivery of this Underwriting Agreement, the Debenture Indenture, the creation and issuance of the Offered Debentures and the allotment and reservation for issue of any Common Shares that may be issued on conversion, redemption or at maturity of the Offered Debentures or in connection with interest payments on the Offered Debentures, as the case may be, and all matters relating thereto;

       
    (13)

    Indenture. The Underwriters shall have received fully executed copies of the Debenture Indenture;

       
    (14)

    No Termination. The Underwriters not having exercised any rights of termination set forth in Section 13; and

       
    (15)

    Other Documentation. The Underwriters having received at the Time of Closing such further opinions, certificates and other documentation from the Corporation as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such opinion, certificate or document within a reasonable period prior to the Time of Closing that is sufficient for the Corporation to obtain and deliver such certificate or document.


    Section 7 Representations and Warranties of the Corporation

    (1)

    The Corporation represents and warrants to the Underwriters as of the date hereof, and acknowledges that the Underwriters are relying upon each of such representations and warranties in completing the Closing, that:



    22.

      (a)

    Incorporation and Organization:

           
      (A)

    The Corporation has been incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Corporation has all requisite corporate power and authority to enter into, execute and deliver this Underwriting Agreement and the other Transaction Documents, and to carry out its obligations hereunder and thereunder.

           
      (B)

    Each of the Material Subsidiaries has been incorporated or formed and organized and is a valid and subsisting corporation or limited liability company under the laws of its jurisdiction of incorporation or formation and has all requisite power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

           
      (b)

    Subsidiaries . The Corporation has no material subsidiaries or affiliates other than the Material Subsidiaries and the Corporation beneficially owns, directly or indirectly, 100% of the issued and outstanding voting shares in the capital of each such entity free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares having been duly authorized and validly issued and outstanding as fully paid and non-assessable shares, and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of such entities or any other security convertible into or exchangeable for any such shares.

           
      (c)

    Licences and Permits : The Corporation and each Material Subsidiary holds all requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing except where the failure to hold or the lack of good standing in respect to such licences, registrations, qualifications, permits and consents in all material respects would not have a Material Adverse Effect on the Corporation. In particular, without limiting the generality of the foregoing, except as disclosed in the Final Prospectus, the Corporation has not received any notice of proceedings relating to the revocation or adverse modification of any material mining or exploration permit or licence, nor has the Corporation received notice of the revocation or cancellation of, or any intention to revoke or cancel, any mining claims, groups of claims, exploration rights, concessions or leases with respect to any of its properties, including the Material Properties, where such revocation or cancellation would have a Material Adverse Effect on the Corporation.



    23.

      (d)

    Authority : The Corporation has all necessary corporate power, authority and capacity to enter into this Underwriting Agreement, the other Transaction Documents and all other agreements and instruments to be executed by the Corporation as contemplated hereby and thereby, and to perform its obligations hereunder, thereunder and under such other agreements and instruments. The execution and delivery of this Underwriting Agreement, the other Transaction Documents and all other agreements and instruments to be executed by the Corporation as contemplated hereby and thereby and the completion by the Corporation of the Offering and the other transactions contemplated by the Transaction Documents have been authorized by the directors of the Corporation and no other corporate proceedings on the part of the Corporation are necessary to authorize the Transaction Documents or to complete the Offering. This Agreement has been executed and delivered by the Corporation and, following execution by the Underwriters, constitutes a legal, valid and binding obligation of the Corporation, enforceable against it in accordance with its terms, subject to laws relating to bankruptcy, insolvency, reorganization, fraudulent transfer and moratorium, other Laws relating to or affecting creditors’ rights generally and to general principles of equity. The Corporation has, or will have at the appropriate time, the necessary corporate power and authority to execute and deliver each of the Prospectuses and any Supplementary Material and all necessary corporate action has been taken or will be taken, as applicable, by the Corporation to authorize the execution and delivery by it of the Prospectuses and any Supplementary Material and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions under the Securities Laws. At the Time of Closing, each of this Underwriting Agreement, the Debenture Indenture and, if applicable, the certificates representing the Offered Debentures shall have been executed and delivered by the Corporation and shall, upon execution by the parties thereto, constitute a legal, valid and binding obligation of the Corporation, enforceable against it in accordance with its terms, subject to laws relating to bankruptcy, insolvency, reorganization, fraudulent transfer and moratorium, other Laws relating to or affecting creditors’ rights generally and to general principles of equity.

         
      (e)

    Offered Debentures and Common Shares . At the Time of Closing, all necessary corporate action will have been taken by the Corporation to carry out its obligations hereunder and to allot and authorize the issuance of the Offered Debentures and any Common Shares issuable on conversion, redemption or at maturity of the Offered Debentures or in connection with interest payments on the Offered Debentures. At the Time of Closing, all necessary corporate action will have been taken by the Corporation to carry out its obligations under the Debenture Indenture and the certificates representing the Offered Debentures (if applicable). The attributes of the Offered Debentures and any Common Shares issuable on conversion, redemption or at maturity of the Offered Debentures or in connection with interest payments on the Offered Debentures are consistent in all material respects with the descriptions thereof in the Final Prospectus. The Common Shares issuable pursuant to the conversion, redemption or maturity of or other wise pursuant to the Offered Debentures, if and when issued, will be validly issued as fully paid and non-assessable Common Shares and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation.

         
      (f)

    Authorized Capital . The Corporation is authorized to issue

         
     

    (A)

    an unlimited number of Common Shares;


    24.

      (B)

    an unlimited number of preferred shares issuable in series (which possess the rights, privileges, restrictions and conditions assigned to the particular series upon the board of directors approving their issuance); and

         
      (C)

    an unlimited number of Series A preferred shares,

    of which 679,652,107 Common Shares were issued and outstanding as fully paid and non-assessable shares immediately prior to the date hereof and no preferred shares or Series A preferred shares were outstanding immediately prior to the date hereof.

      (g)

    Rights to Acquire Securities : No Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued shares or other securities of the Corporation, except, as at the date hereof, an aggregate of 58,424,931 Common Shares were reserved for issuance pursuant to outstanding options, warrants, share incentive plans, convertible, exercisable and exchangeable securities and other rights to acquire Common Shares.

         
      (h)

    Listing . The Common Shares are, and at the Time of Closing will be, listed on the TSX and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares has been received by the Corporation and no proceedings for that purpose of which notice has been served on the Corporation have been instituted or are pending, or to the Corporation’s knowledge, are threatened by any Regulatory Authority.

         
      (i)

    Certain Securities Law Matters . The Common Shares are listed only on the TSX, the Corporation is a reporting issuer or the equivalent only in the Reporting Jurisdictions and is not in default of any requirement of the Securities Laws of any of such provinces and the Corporation has not received any correspondence or notice from a Regulatory Authority concerning a review of any of the Corporation’s continuous disclosure documents in respect of which any matters remain outstanding. The Common Shares are not registered and the Corporation is not subject to the reporting requirements under the U.S. Exchange Act.

         
      (j)

    Rights Plan . To the knowledge of the Corporation, prior to the date of this Underwriting Agreement, no Person has become an Acquiring Person under the Rights Plan and no transaction has occurred that has resulted in, or could result in, the occurrence of a Flip- In Event under the Rights Plan.

         
      (k)

    No Pre - emptive Rights . The issue of the Offered Debentures will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject. Except pursuant to the transactions contemplated herein, and as disclosed in the Final Prospectus, no Person has or will have at the Time of Closing any agreement or option, or right or privilege (whether pre- emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares or securities of the Corporation.

         
      (l)

    Dividends . Except as provided in the Business Corporations Act (Ontario) or as disclosed in the Offering Documents, the Corporation is not currently prohibited, directly or indirectly, from paying any dividends, from making any other distribution on its shares or other securities, or from paying any interest or repaying any loans, advances or other indebtedness.



    25.

      (m)

    Common Shares . The form and terms of the certificate for the Common Shares have been approved and adopted by the board of directors of the Corporation and comply with the Business Corporations Act ( Ontario ) and the rules of the TSX.

           
      (n)

    Continuous Disclosure . The Corporation has made all filings required to be made under Securities Laws and the rules and policies of the TSX. The Corporation is in compliance in all material respects with its continuous disclosure obligations under Securities Laws and the rules and policies of the TSX, there are no filings that have been made on a confidential basis and all of such filings comply in all material respects with the requirements of applicable Securities Laws. None of the public disclosure record documents filed by the Corporation under the Securities Laws, including the documents and information incorporated or deemed to be incorporated by reference in the Preliminary Prospectus or the Final Prospectus, contained a misrepresentation as at its date of filing.

           
      (o)

    No Cease Trade Orders . No order preventing, ceasing or suspending trading in any securities of the Corporation or prohibiting the issue and sale of securities by the Corporation has been issued and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of the Corporation, are pending, contemplated or threatened.

           
      (p)

    Short Form Prospectus Offeror . The Corporation is qualified to file a short form prospectus under NI 44-101 in each of the Qualifying Jurisdictions.

           
      (q)

    Consents . Other than as may be required under Securities Laws or by the TSX, assuming the compliance by the Underwriters with their obligations hereunder and compliance by the Selling Group with the terms hereof, no consent, approval, authorization, order, registration or qualification of or with any court, Governmental Authority or other third party is required for the sale and delivery of the Offered Debentures as contemplated by this Underwriting Agreement, or the consummation by the Corporation of the Offering except as have been obtained or will be obtained prior to Closing, or where a failure to satisfy such requirement would not have a Material Adverse Effect or would not impede or prevent the consummation of the Offering.

           
      (r)

    No Violation . The execution and delivery of this Underwriting Agreement and the other Transaction Documents, the performance of the provisions hereof and thereof and the completion of the Offering do not and will not result in a violation, contravention or breach of, require any consent to be obtained under, constitute a default under, or give rise to any termination rights under any provision of:

           
      (A)

    the articles or by-laws of the Corporation;

           
      (B)

    the resolutions of the directors or shareholders of the Corporation which are in effect at the date hereof;



    26.

      (C)

    any applicable Law;

           
      (D)

    any contract, agreement, license, permit or other document to which the Corporation is bound or is subject to or of which the Corporation is the beneficiary; or

           
      (E)

    any judgment, decree or order binding the Corporation or the property or assets thereof.

           
      (s)

    No Brokers . Other than the Underwriters or a member of the Selling Group, there is no Person acting or purporting to act at the request of the Corporation who is entitled to any brokerage or agency fee in connection with the Offering.

           
      (t)

    No Order . To the knowledge of the Corporation, none of the Corporation’s directors or officers are now, or have ever been, subject to an order or ruling of any Government Authority prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.

           
      (u)

    Transfer Agent . The Transfer Agent at its principal offices in Toronto, Ontario has been appointed as the registrar and transfer agent of the Corporation with respect to its Common Shares.

           
      (v)

    Auditors . The auditors of the Corporation are independent public accountants as required under applicable Securities Laws in the Qualifying Jurisdictions and there has never been a “reportable event” (within the meaning of National Instrument 51-102) between the Corporation and Corporation’s auditors or any former auditor of the Corporation.

           
      (w)

    Ordinary Course . Except as disclosed in the Offering Documents, since September 30, 2010, the Corporation has conducted business only in, and not taken any action except in, the ordinary course of business and consistent with past practice.

           
      (x)

    Compliance with Laws . Except as disclosed in the Offering Documents, the Corporation has complied in all material respects with all applicable Laws, orders, judgments and decrees and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with applicable Laws.

           
      (y)

    No Limitation on Operations . Except to the extent necessary to comply with applicable Laws, the Corporation is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation to compete in any line of business, or to transfer or move any of its assets or operations or which would materially impact the business practices, operations or condition of the Corporation or which would prohibit or restrict the Corporation from completing the Offering.



    27.

      (z)

    Agreements and Actions . Any and all of the agreements and other documents and instruments pursuant to which the Corporation holds its respective property and assets (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with their terms. The Corporation is not in violation of any term of its constating documents. The Corporation is not in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could, result in any Material Adverse Effect. The Corporation is not in default in the payment of any obligation owed which is now due and, except as disclosed in the Offering Documents, there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of the Corporation after due inquiry, threatened which, either in any case or in the aggregate, might result in a Material Adverse Effect on the Corporation or material assets thereof or in any material liability on the part of the Corporation or which places, or could place, in question the validity or enforceability of this Underwriting Agreement or the other Transaction Documents or any document or instrument delivered, or to be delivered, by the Corporation pursuant hereto or thereto. Except as disclosed in the Offering Documents, none of the Material Properties is subject to any right of first refusal or purchase or acquisition right.

         
      (aa)

    Owner of Assets . The Corporation is the legal and beneficial owner of, and has good and marketable title to, all of the material property (other than real property) and assets thereof as described in the Final Prospectus, free of all Encumbrances, claims or demands whatsoever, other than those described in the Final Prospectus, and no other property rights are necessary for the conduct of the business of the Corporation as currently conducted or contemplated to be conducted, the Corporation does not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights and, except as disclosed in the Offering Documents, the Corporation does not have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights thereof.

         
      (bb)

    Mineral Property Rights . The Corporation is the legal and beneficial owner of all of its interests in real properties, including the Material Properties, and holds either fee title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which a particular property is located (collectively, “ Property Rights ”), in respect of the mineral rights located in its properties, including the Material Properties, as described in the Final Prospectus under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation to explore for mineral deposits relating thereto, free and clear of any Encumbrances, claims or demands whatsoever, and no material commission, royalty, licence fee or similar payment to any person with respect to its properties, including the Material Properties, is payable, other than as described in the Final Prospectus.

         
      (cc)

    Material Properties . The Material Properties are the only mineral properties that are material to the Corporation.

         
      (dd)

    Registration of Title . All Property Rights in which the Corporation holds an interest or right have been validly registered, filed and recorded in accordance in all material respects with all applicable Laws and are valid and subsisting. The Corporation has all necessary surface rights, access rights and other necessary rights and interests relating to its properties, including the Material Properties, granting the Corporation the right and ability to explore for mineral deposits as are appropriate in view of the rights and interests therein of the Corporation, with only such exceptions as do not unreasonably interfere with the use made by the Corporation of the rights or interest so held. Each of the Property Rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Corporation.



    28.

      (ee)

    Property Rights Disclosure . The description of the properties of the Corporation, including the Material Properties and Property Rights of the Corporation, as disclosed in the Final Prospectus, constitute an accurate description of all of the properties and all material Property Rights held by the Corporation.

         
      (ff)

    Mineral Information. The information set forth in the public record of the Corporation and the Final Prospectus relating to the estimates by the Corporation of its mineral resources and/or reserves has been reviewed and verified by the Corporation or independent geologists to the Corporation as disclosed therein and the mineral resource information have been prepared in accordance with Canadian industry standards and NI 43-101, and the method of estimating the mineral resources has been verified by independent geologists to the Corporation that were qualified persons within the meaning of NI 43-101 and the information upon which the estimates of resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

         
      (gg)

    Technical Reports . The Technical Reports have been prepared in accordance with, and are in compliance with the requirements set out in NI 43-101 and the Corporation has made available to the qualified persons (within the meaning of NI 43-101) who authored the Technical Reports, prior to the issue of each such technical report for the purposes of preparing such technical reports, all information requested by such qualified persons which information did not contain any misrepresentation at its date. The Corporation is not aware of an adverse material change in any information provided to the qualified persons since the date that such information was so provided.

         
      (hh)

    Exploration Activity . All exploration activities on the properties of the Corporation, including the Material Properties by the Corporation have been conducted in all material respects in accordance with good exploration practices and all applicable workers’ compensation and health and safety and workplace Laws have been complied with in all material respects.

         
      (ii)

    No Defaults . The Corporation is not in default of any material term, covenant or condition under or in respect of any material judgment, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which the Corporation is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder which could have a Material Adverse Effect.



    29.

      (jj)

    Environmental Compliance .

           
      (A)

    For the Purposes of this Underwriting Agreement the following terms shall have the following meanings:


      I.

    Contaminant ” includes, without limitation, any pollutant, dangerous substance, liquid waste, hazardous waste, hazardous material, hazardous substance or contaminant or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Law;

         
      II.

    Environmental Activity ” includes, without limitation, any past, present or future activity, event or circumstance in respect of a Contaminant, including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater;

         
      III.

    Environmental Law ” includes, without limitation, any and all applicable international, federal, provincial, state, municipal or local laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances, official directives and all authorizations relating to the environment, occupational health and safety; and

         
      IV.

    Governmental Authority ” includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.


      (B)

    Except as disclosed in the Offering Documents:


      I.

    The Corporation and all of its properties, including the Material Properties, assets and operations comply in all material respects with all applicable Environmental Laws. All Environmental Activities now carried on or which have ever been carried on by the Corporation in respect of its properties, including the Material Properties, assets and operations comply in all material respects with all applicable Environmental Laws.

         
      II.

    The Corporation does not have any knowledge of, and has not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or



    30.

     

    which may affect, the Corporation or any of its properties, assets or operations, relating to, or alleging any violation of any Environmental Law, and the Corporation is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither the Corporation nor any of its property, assets or operations is the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any violation of any Environmental Law has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority.

         
      III.

    The Corporation has not given or filed any notice of breach under any federal, state, provincial or local law with respect to any Environmental Activity, the Corporation does not have any liability (whether contingent or otherwise) in connection with any Environmental Activity and the Corporation is not aware of any notice being given under any federal, state, provincial or local law or of any liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting the Corporation or its property, assets, business or operations.

         
      IV.

    There have been no past or pending, and, to the knowledge of the Corporation, there are no threatened claims, complaints, notices or requests for information received by the Corporation with respect to any alleged violation of any Environmental Law and, to the knowledge of the Corporation, no conditions exist at, on or under any property now or previously owned, operated, leased or contracted to perform work by the Corporation which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law.

         
      V.

    The Corporation does not store any hazardous or toxic waste or substance on the property thereof and has not disposed of any hazardous or toxic waste, in each case in a manner contrary to any Environmental Law, and there are no Contaminants on any of the premises at which the Corporation carries on business, in each case other than in compliance with Environmental Law.

         
      VI.

    And except as disclosed in the Financial Statements, the Corporation is not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment or non-compliance with Environmental Law.



    31.

      (kk)

    Indigenous Peoples Claims . There are no claims with respect to indigenous persons rights currently pending or, to knowledge of the Corporation, threatened with respect to any of the Corporation’s properties, including the Material Properties.

         
      (ll)

    No Contemplated Changes. The Corporation has not approved, has not entered into any binding agreement in respect of, is not contemplating, and has no knowledge of:


      (A)

    the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise;

         
      (B)

    the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or otherwise) of the Corporation; or

         
      (C)

    a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation.


      (mm)

    Books and Records . The corporate records and minute books of the Corporation made available to legal counsel for the Underwriters in connection with their due diligence investigation of the Corporation have been maintained in all material respects in accordance with all applicable Laws and are complete and accurate in all material respects. The financial books and records and accounts of the Corporation set out and disclose all material financial transactions of the Corporation and such transactions have been accurately recorded in such books and records.

         
      (nn)

    Accounting Controls . The Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are completed in accordance with the general or a specific authorization of management of the Corporation; (ii) transactions are recorded as necessary to permit the preparation of financial statements for the Corporation in conformity with Canadian generally accepted accounting principles and to maintain asset accountability; (iii) access to assets of the Corporation is permitted only in accordance with the general or a specific authorization of management of the Corporation; and (iv) the recorded accountability for assets of the Corporation is compared with the existing assets of the Corporation at reasonable intervals and appropriate action is taken with respect to any differences therein.

         
      (oo)

    Financial Statements . The audited consolidated financial statements of the Corporation for the financial year ended September 30, 2011 were prepared in accordance with Canadian generally accepted accounting principles applied on a basis consistent with prior periods (except as disclosed in such consolidated financial statements) and the unaudited condensed consolidated interim statements of the Corporation for the six months ended March 31, 2012 were prepared in accordance with IFRS applied on a basis consistent with prior periods (except as disclosed in such financial statements). The Financial Statements present fairly in all material respects the consolidated financial condition of the Corporation at the date indicated therein and the results of operations of the Corporation for the period covered therein on a consolidated basis.



    32.

      (pp)

    Liabilities . The Corporation has no material liabilities, contingent or otherwise, except those disclosed in the Offering Documents and those set out in the Financial Statements and those incurred in the ordinary course of business since the date of the Financial Statements, and those arising under the License.

         
      (qq)

    No Debt Instruments . Except as set out in the Financial Statements, the Corporation has not incurred, authorized, agreed or otherwise become committed to provide guarantees for borrowed money or incurred, authorized, agreed or otherwise become committed for any indebtedness for borrowed money.

         
      (rr)

    Indebtedness . The Corporation has not made any material loans to or guaranteed the obligations of any Person.

         
      (ss)

    Audit Committee. The responsibilities and composition of the audit committee of the directors of the Corporation comply with National Instrument 52-110.

         
      (tt)

    No Insolvency . The Corporation is not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws. No act or proceeding has been taken by or against the Corporation in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Corporation or the appointment of a trustee, receiver, manager or other administrator of the Corporation or its properties or assets.

         
      (uu)

    Litigation . There are no material claims, actions, suits, proceedings or investigations commenced or, to the knowledge of the Corporation, threatened or contemplated, against or affecting any of the Corporation or affecting the properties of the Corporation, including the Material Properties, or assets before any Governmental Entity or before or by any Person or before any arbitrator of any kind except as disclosed in the Offering Documents. To the knowledge of the Corporation, none of the Corporation, its officers or directors is aware of any circumstances presently existing under which material liability to the Corporation is or could reasonably be expected to be incurred under Part XXIII – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Reporting Jurisdictions.

         
      (vv)

    Insurance . The assets of the Corporation and its business and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Corporation has not breached the terms of any policies in respect thereof or failed to promptly give any notice or present any material claim thereunder.



    33.

      (ww)

    Taxes . The Corporation has filed in the prescribed manner and within the prescribed time (except where failure to file within the prescribed time would not have a Material Adverse Effect on the Corporation(all Tax Returns required to be filed by it and such Tax Returns are in all material respect correct and complete and the Corporation has made complete and accurate disclosure in those Tax Returns and in all materials accompanying those Tax Returns, except in respect of a particular Tax Return to the extent that it may have been modified in a subsequent Tax Return. The Corporation has paid all Taxes due and payable, including all Taxes shown on those Tax Returns as being due and payable and all Taxes payable under any assessment or reassessment. The Financial Statements fully reflect accrued liabilities for all Taxes which are not yet due and payable and for which Tax Returns are not yet required to be filed as of the date of such financial statements. To the knowledge of the Corporation, no examination of any Tax Return of the Corporation by a Governmental Entity is currently in progress. There is no legal proceeding, assessment, re-assessment or request for information outstanding or, to the knowledge of the Corporation, threatened against the Corporation with respect to Taxes or any matters under discussion with any Governmental Entity relating to Taxes. There are no agreements, waivers or other arrangements providing for an extension of time with respect to any assessment or reassessment of Tax, the filing of any Tax Return or the payment of any Tax by the Corporation. The Corporation has withheld from each payment made by it the amount of all Taxes and other deductions required under any applicable Laws to be withheld therefrom and has remitted all those amounts withheld and paid all instalments of Taxes due and payable before the date hereof to the relevant Governmental Entity within the time prescribed under any applicable Laws. The Corporation has complied with all registration, reporting, collection and remittance requirements in respect of all applicable Laws in respect of sales tax.

         
      (xx)

    Residency . The Corporation is not a non-resident of Canada for purposes of the Tax Act.

         
      (yy)

    Compliance with Employment Laws . The Corporation is in material compliance with all Laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages. There is not any, or any reasonably foreseeable, labour disruption or conflict involving the Corporation.

         
      (zz)

    Employee Plans . The Prospectus discloses, each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the “ Employee Plans ”), each of which has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans.

         
      (aaa)

    No Voting Agreements . To the knowledge of the Corporation, there is no voting trust or other agreement in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation.

         
      (bbb)

    Non - Arm’s Length Transactions . The Corporation does not have any loan or other indebtedness outstanding which has been made to any of its shareholders, directors, officers or employees, past or present, or any Person not dealing at “arm’s length” (as such term is defined in the Tax Act) with the Corporation. Except as disclosed in the Offering Documents, the Corporation has not engaged in any transaction with any non- arm’s length Person.

         
      (ccc)

    Insiders . To the knowledge of the Corporation, none of the directors, officers, insiders or employees of the Corporation, or any associate or affiliate of any of the foregoing, has, or has had within the last three years, any material interest, direct or indirect, in any transaction, or in any proposed transaction, that has materially affected or will materially affect the Corporation except as disclosed in the Offering Documents.



    34.

      (ddd)

    Working Capital . Taking into account the net proceeds of the Offering, the Corporation and its Material Subsidiaries have sufficient working capital for at least 18 months from the Closing Date.

         
      (eee)

    Full Disclosure . The Corporation has made available to the Underwriters all material information, including financial, operational and other information, in respect of the Corporation and the business thereof, and all such information as made available to the Underwriters was true and correct as of the date of such information in all material respects and no material fact or material facts have been omitted therefrom which would make such information misleading.

         
      (fff)

    Due Diligence. The information supplied by the Corporation to the Underwriters and their respective counsel in connection with the due diligence conducted by them was, when provided or as subsequently updated in writing to the Underwriters, true and accurate in all material respects and not misleading and all expressions of opinion and expectation therein contained are honestly and fairly based and such replies have been prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to provide such replies and all such replies have been given in good faith.

         
      (ggg)

    No Significant Acquisitions . Except as disclosed in the Offering Documents, the Corporation has not completed any “significant acquisition” nor is it proposing any “probable acquisitions” (as such terms are used in NI 44-101) that would require the inclusion of any additional financial statements or pro forma financial statements in the Final Prospectus pursuant to the Securities Laws.

    Each of the parties to this Underwriting Agreement acknowledges that the representations and warranties given by the Corporation under this Underwriting Agreement are given to each of the Underwriters for itself and as trustee for the benefit of the subscribers for Offered Debentures to whom such Offered Debentures are respectively placed by the relevant Agent, on the basis that such Agent shall enjoy absolute discretion as to making any claim for breach of such warranty or representation.

    Section 8 Additional Covenants of the Corporation

    (1)

    In addition to any other covenant of the Corporation set forth in this Underwriting Agreement, the Corporation covenants with the Underwriters that:

         
    (a)

    Stock Exchange Listing. The Corporation will file or cause to be filed with the TSX all necessary documents and will take commercially reasonable steps to ensure that the Purchased Debentures, the Additional Debentures and any Common Shares that may be issued on conversion, redemption or at maturity of the Offered Debentures or in connection with interest payments on the Offered Debentures, have been approved (or conditionally approved) for listing and for trading on the TSX, prior to the filing of the Final Prospectus with the Securities Commissions, subject only to satisfaction by the Corporation of the Standard Listing Conditions, and the Corporation shall thereafter fulfil the Standard Listing Conditions within the time period prescribed by the TSX;



    35.

      (b)

    Other Filings. The Corporation will make all necessary filings, use commercially reasonable efforts to obtain all necessary regulatory consents and approvals (if any) and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Underwriting Agreement;

         
      (c)

    Press Releases. Subject to compliance with applicable law, any press release of the Corporation during the period of distribution of the Offered Debentures will be provided in advance to Underwriters, and the Corporation will use its reasonable best efforts to agree to the form and content thereof with the Underwriters, prior to the release thereof, and any press release shall include the following legend: “Not for distribution to United States newswire services or for dissemination in the United States” ;

         
      (d)

    Use of Proceeds. The Corporation confirms its intention to use the net proceeds from the purchase and sale of the Offered Debentures in accordance with the descriptions set forth under the heading “Use of Proceeds” in the Preliminary Prospectus; and

         
      (e)

    Standstill Period. During the period commencing on the date hereof and ending on the day which is 90 days following the Closing Date, the Corporation shall not, directly or indirectly, without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, sell or issue, or negotiate or enter into any agreement to sell or issue, any securities of the Corporation, except pursuant to: (i) the exercise of currently outstanding rights or agreements, including options, warrants and other convertible securities and any rights which have been granted or issued, which are subject to any necessary regulatory approval; (ii) the exercise of currently outstanding options granted to officers, directors, employees or consultants of the Corporation or any subsidiary thereof pursuant to the Corporation’s stock option plan (the “ Option Plan ”); (iii) the grant of options issued pursuant to and in accordance with the Option Plan, provided that the number of Common Shares issuable pursuant to stock option grants does not exceeds 10% of the basic shares outstanding of the Corporation immediately following the completion of the Offering; and (iv) an arm’s length property acquisition or acquisition of a mining company.


    Section 9 Covenants of the Underwriters

    (1)

    The Underwriters hereby covenant and agree with the Corporation as follows:

         
    (a)

    During the period of distribution of the Offered Debentures by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to agree to offer and sell, the Offered Debentures to the public only in the Qualifying Jurisdictions or where they may lawfully be offered for sale or sold and as described in the Offering Documents. For the purposes of this Section 9(1)(a), the Underwriters shall be entitled to assume that the Offered Debentures are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Final Prospectus has been issued.



    36.

    (b)

    The Underwriters will comply with, and will require any Selling Firm to agree to comply with, and will cause their respective U.S. Affiliates to comply with, the Underwriting Agreement and U.S. Securities Laws in connection with the offer to sell and the distribution of the Offered Debentures.

         
    (c)

    The Underwriters will not, will cause their U.S. Affiliates not to and will require any Selling Firm to agree not to, directly or indirectly, solicit offers to purchase or sell the Offered Debentures or deliver any Offering Document to Purchasers so as to require registration of the Offered Debentures or filing of a prospectus or registration statement with respect to those Offered Debentures under the laws of any jurisdiction other than the Qualifying Jurisdictions, including the United States. The Underwriters agree on their own behalf and on behalf of their respective U.S. Affiliates and will require any Selling Firm to agree, that any offer or sales of Offered Debentures in the United States will be made in accordance with the terms and conditions set out in Schedule “A” to this Underwriting Agreement. The terms and conditions and the representations, warranties and covenants of the parties contained in Schedule “A” form part of this Underwriting Agreement.

         
    (d)

    The Underwriters, and any Selling Firm appointed hereunder, will use their reasonable best efforts to complete the distribution of the Offered Debentures as promptly as possible after the Time of Closing. The Underwriters will notify the Corporation as soon as possible when, in the Underwriters’ opinion, the Underwriters and the Selling Firms have ceased the distribution of the Offered Debentures and, within 30 days after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the number of Offered Debentures distributed in each of the Qualifying Jurisdictions where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission.

         
    (e)

    Upon the Corporation obtaining the necessary receipts therefor in each Qualifying Jurisdiction, the Underwriters shall deliver one copy of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to each of the Purchasers within one Business Day of receipt thereof.

         
    (2)

    No Underwriter shall be liable to the Corporation under this Section 9 with respect to a default by any of the other Underwriters.


    Section 10 Closing

    (1)

    Location of Closing. The Closing will be completed at the offices of Borden Ladner Gervais LLP in Toronto, Ontario at the Time of Closing on the Closing Date or at such other place as the Underwriters and the Corporation may agree.

       
    (2)

    Certificates. At the Time of Closing, subject to the terms and conditions contained in this Underwriting Agreement, the Corporation shall issue the Offered Debentures by way of non- certificated issue as directed by the Lead Underwriters (other than any Offered Debentures sold in the United States), or alternatively, deliver to the Lead Underwriters, on behalf of the Underwriters, certificates representing the Purchased Debentures registered in the name of “CDS & Co.” or in such other name as the Underwriters may direct, against payment of the aggregate purchase price for the Purchased Debentures by certified cheque, bank draft or wire transfer dated the Closing Date and payable to the Corporation or as it may direct. The Corporation will, at the Time of Closing and upon such payment of the aggregate purchase price to the Corporation, make payment in full of the Underwriting Fee which will be made by the Corporation directing the Underwriters to withhold the Underwriting Fee and the reasonable expenses of the Underwriters payable pursuant to Section 17 from the payment of the aggregate purchase price of the Offered Debentures issued and sold on the Closing Date.



    37.

    Section 11 Over - Allotment Option

    (1)

    The Corporation has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase up to 3,300 Additional Debentures with a face value of $1,000 per Additional Debenture. The Over- Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “ Over - Allotment Notice ”) specifying the number of Additional Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over- Allotment Closing Date, pay to the Corporation the aggregate purchase price for the Additional Debentures so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery evidence of deposit of the Additional Debentures via a non-certificated issue or one or more certificates in definitive form representing the Additional Debentures or, registered in the name of “CDS & Co.” or in such other name as the Lead Underwriters, on behalf of the Underwriters, may direct. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Corporation) shall apply mutatis mutandis to the issuance of any Additional Debentures pursuant to any exercise of the Over- Allotment Option, except as otherwise agreed by the Corporation and the Underwriters.

       
    (2)

    In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Debentures issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.


    Section 12 Compensation of the Underwriters

    (1)

    Underwriting Fee on Purchased Debentures. The Corporation shall pay to the Underwriters at the Time of Closing on the Closing Date the Underwriting Fee (equal to 6.0% of the aggregate gross cash proceeds received from the sale of the Purchased Debentures) in consideration of the services to be rendered by the Underwriters in connection with the Offering.

       
    (2)

    Underwriting Fee on Additional Debentures. The Corporation shall pay to the Underwriters at the Time of Closing on the Over-Allotment Closing Date, if applicable, the Underwriting Fee (equal to 6.0% of the aggregate gross cash proceeds received from the sale of any Additional Debentures).



    38.

    Section 13 Termination Rights

    (1)

    All terms and conditions set out in this Underwriting Agreement shall be construed as conditions and any breach or failure by the Corporation to comply with any such conditions in favour of the Underwriters shall entitle the Underwriters to terminate their obligation to purchase the Purchased Debentures by written notice to that effect given to the Corporation prior to the Time of Closing. The Corporation shall use commercially reasonable efforts to cause all conditions in this Underwriting Agreement to be satisfied. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or non- compliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

         
    (2)

    In addition to any other remedies which may be available to the Underwriters in respect of any default, act or failure to act, or non-compliance with the terms of this Underwriting Agreement by the Corporation, the Underwriters (or any of them) shall be entitled, at their option, to terminate and cancel, without any liability on the part of the Underwriters, their obligations under this Underwriting Agreement to purchase the Purchased Debentures by giving written notice to the Corporation at any time after the date hereof and prior to the Time of Closing:

         
    (a)

    there should be discovered any material fact which existed as of the date hereof but which has not been publicly disclosed which, in the sole opinion of the Underwriters, has or would be expected to have a significant adverse effect on the market price or value of the securities of the Corporation;

         
    (b)

    there is, in the sole opinion of the Underwriters, a material change or a change in any material fact or new material fact shall arise which would be expected to have a significant adverse effect on the business, affairs, or profitability of the Corporation or on the market price or the value of the securities of the Corporation;

         
    (c)

    there should develop, occur or come into effect any event of any nature, including terrorism, accident, or new or change in governmental law or regulation or other condition or financial occurrence of national or international consequence, which, in the sole opinion of the Underwriters, acting reasonably, has or would be expected to have a significant adverse effect on the financial markets generally or the business, affairs, operations or profitability of the Corporation or its subsidiaries or the market price or value of the securities of the Corporation;

         
    (d)

    any inquiry, action, suit, proceeding or investigation (whether formal or informal) (including matters of regulatory transgression or unlawful conduct), is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders which, in the sole opinion of the Underwriters, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the securities of the Corporation;



    39.

    (e)

    any order to cease trading in securities of the Corporation is made or threatened by a securities regulatory authority (including the Securities Commissions); or

         
    (f)

    the Corporation is in breach of any material term, condition or covenant of this Underwriting Agreement or any representation or warranty given by the Corporation in this Underwriting Agreement becomes or is false in any material respect.

         
    (3)

    If the obligations of the Underwriters under this Underwriting Agreement are terminated pursuant to the termination rights in this Section 13, the liability of the Corporation to the Underwriters shall be limited to the obligations under Section 15, Section 16 and Section 17.

         
    (4)

    The right of the Underwriters (or any of them) to terminate their obligations under this Underwriting Agreement is in addition to any other remedies they may have in respect of any rights contemplated by the Underwriting Agreement. A notice of termination given by one Underwriter under this Section 13 shall not be binding upon the other Underwriters.


    Section 14 Survival of Representations and Warranties

         All representations, warranties, covenants and agreements herein contained or contained in any documents delivered pursuant to this Underwriting Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive the purchase and sale of the Offered Debentures and the termination of this Underwriting Agreement and shall continue in full force and effect for the benefit of the Underwriters and/or the Corporation, as the case may be, in accordance with applicable law, regardless of the Closing of the Offering, any subsequent disposition of the Purchased Debentures or any Additional Debentures issued on exercise of the Over-Allotment Option and any investigation by or on behalf of the Underwriters with respect thereto.

    Section 15 Indemnity

    (1)

    The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Underwriters and their respective affiliates, and each and every one of the directors, officers, employees, partners and agents of the Underwriters (individually, an “ Indemnified Party ” and collectively, the “ Indemnified Parties ”) harmless from and against any and all expenses, losses (excluding loss of profits), claims, actions, damages or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of:

         
    (a)

    any statement (except for statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents) contained in the Offering Documents (including, for greater certainty, in any documents incorporated by reference therein), which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact;



    40.

    (b)

    the omission or alleged omission to state in the Offering Documents (including, for greater certainty, in any documents incorporated by reference therein), or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact (other than a material fact relating solely to the Underwriters) required to be stated therein or necessary to make any statement therein not misleading;

         
    (c)

    any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in the Offering Documents (including, for greater certainty, in any documents incorporated by reference therein and except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents) that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Debentures in any of the Qualifying Jurisdictions;

         
    (d)

    the Corporation not complying with any requirement of applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or

         
    (e)

    any breach of a representation or warranty of the Corporation contained in this Underwriting Agreement or the failure of the Corporation to comply with any of its obligations hereunder.

         
    (2)

    Notwithstanding Section 15(1), the indemnification in Section 15(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the negligence, fraud, wilful misconduct or recklessness of the Underwriters.

         
    (3)

    If any matter or thing contemplated by this Section 15 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld.

         
    (4)

    In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the Corporation and such Indemnified Party mutually agree to retain other legal counsel; or (b) the representation of the Corporation and such Indemnified Party by the same legal counsel would, in the opinion of such counsel, be inappropriate due to actual or potential differing interests, in which event such fees and disbursements shall be paid by the Corporation to the extent that they have been reasonably incurred, provided that in no circumstances will the Corporation be required to pay the fees and expenses of more than one set of legal counsel for all Indemnified Parties.



    41.

    (5)

    To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Underwriters shall obtain and hold the right and benefit of this Section 15 in trust for and on behalf of such Indemnified Party.

       
    (6)

    The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Underwriters or any Indemnified Party and to the assignment of the benefit of this Section 15 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims.

       
    (7)

    The rights of the Corporation contained in this Section 15 shall not enure to the benefit of any Indemnified Party if the Underwriters were provided with a copy of any amendment or supplement to the Offering Documents which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the applicable Securities Laws, to be delivered to such party by the Underwriters.

       
    (8)

    The rights of the Corporation contained in this Section 15 shall not enure to the benefit of any Indemnified Party to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Offering Document in reliance upon and in conformity with written information concerning the Underwriters furnished to the Corporation by the Underwriters in writing specifically for use therein under the heading “Plan of Distribution” contained in the Offering Documents.

       
    (9)

    The Corporation shall not be liable under this Section 15 for any settlement of any claim or action effected without its prior written consent.


    Section 16 Contribution

         In the event that the indemnity provided for in Section 15 is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or for any other reason, the Underwriters and the Corporation shall contribute to the aggregate of all expenses, losses, claims, damages, liabilities or actions of the nature provided for above such that each Underwriter shall be responsible for that portion represented by the percentage that the portion of the Underwriting Fee payable by the Corporation to such Underwriter bears to the gross proceeds realized by the Corporation from the distribution of the Offered Debentures, whether or not the Underwriters have been sued together or separately, and the Corporation shall be responsible for the balance, provided that, in no event, shall an Underwriter be responsible for any amount in excess of the portion of the Underwriting Fee actually received by such Underwriter. In the event that the Corporation may be held to be entitled to contribution from the Underwriters under the provisions of any statute or law, the Corporation shall be limited to contribution in an amount not exceeding the lesser of: (a) the portion of the full amount of expenses, losses, claims, damages, expenses, liabilities or actions giving rise to such contribution for which such Underwriter is responsible; and (b) the amount of the Underwriting Fee actually received by any Underwriter. Notwithstanding the foregoing, a person guilty of negligence, fraud, wilful misconduct or recklessness shall not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 16, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this Section 16, except to the extent that the party from whom contribution may be sought is materially prejudiced by such omission. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law.


    42.

    Section 17 Expenses

         The Corporation will be responsible for all costs and expenses related to the Offering, whether or not it is completed, including all fees and disbursements of its legal counsel, accountants and auditors, the Debenture Trustee, the expenses related to road shows and marketing activities, printing costs, filing fees, taxes thereon and all reasonable out-of-pocket expenses of the Underwriters (including their travel expenses in connection with due diligence and marketing meetings and the reasonable fees and disbursements and taxes thereon of their legal counsel). Costs and expenses of the Underwriters, assuming Closing of the Offering, shall be payable by the Corporation to the Lead Underwriters, on behalf of the Underwriters, at the Time of Closing.

    Section 18 Liability of the Underwriters

    (1)

    The obligation of the Underwriters to purchase the Purchased Debentures (or the Additional Debentures, if the Over-Allotment Option is exercised) in connection with the Offering at the Time of Closing on the Closing Date (or the Over-Allotment Closing Date in the case of the exercise of the Over- Allotment Option) shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time:


    Dundee Securities Ltd. 35.0%
    Scotia Capital Inc. 35.0%
    National Bank Financial Inc. 20.0%
    Haywood Securities Inc. 7.5%
    Versant Partners Inc. 2.5%
      100.0%

    (2)

    If an Underwriter (a “ Refusing Underwriter ”) shall not complete the purchase and sale of the Offered Debentures which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “ Continuing Underwriters ”) shall be entitled, at their option, to purchase all but not less than all of the Offered Debentures which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Offered Debentures to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase the balance of the Offered Debentures pursuant to the foregoing: (a) the Continuing Underwriters shall not be obliged to purchase any of the Offered Debentures that any Refusing Underwriter is obligated to purchase; and (b) the Corporation shall not be obliged to sell less than all of the Offered Debentures, and the Corporation shall be entitled to terminate its obligations under this Underwriting Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of Section 15, Section 16 and Section 17. Nothing in this Underwriting Agreement shall obligate a U.S. Affiliate to purchase the Offered Debentures. Any Underwriter or U.S. broker-dealer or Selling Firm that makes offers and sales of the Offered Debentures to Qualified Institutional Buyers will do so only in accordance with Schedule “A” hereto.



    43.

    Section 19 Action by Underwriters

         All steps which must or may be taken by the Underwriters in connection with this Underwriting Agreement, with the exception of the matters relating to termination contemplated by Section 13 or as otherwise specified herein, may be taken by the Lead Underwriters, on behalf of the Underwriters, and the execution of this Underwriting Agreement by the Corporation shall constitute the Corporation’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Offered Debentures to, or to the order of, the Lead Underwriters.

    Section 20 Governing Law

         This Underwriting Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

    Section 21 Notices

         All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by facsimile to such other party as follows:

      (a) to the Corporation at:
           
        Energy Fuels Inc.
        2 Toronto Street
        Suite 500  
        Toronto, Ontario M5C 2B6
           
        Attention: Stephen P. Antony
        Fax No.: (303) 974-2141
           
        with a copy to (which shall not constitute notice):
           
        Borden Ladner Gervais LLP
        Scotia Plaza  
        40 King Street West, 44 th Floor
        Toronto, Ontario M5H 3Y4


    44.

        Attention: Mark Wheeler
        Fax No.: (416) 361-7376
           
      (b) to the Underwriters at:
           
        Dundee Securities Ltd.
        1 Adelaide Street East, Suite 2700
        Toronto, Ontario M5C 2V9
           
        Attention: Graham Moylan
        Fax No.: (416) 350-3312
           
        Scotia Capital Inc.
        40 King Street West, 66 th Floor
        Toronto, Ontario M5W 2X6
           
        Attention: Don Njegovan
        Fax No.: (416) 863-7117
           
        National Bank Financial Inc.
        130 King Street West, Suite 3200
        Toronto, Ontario M5X 1J9
           
        Attention: Noam Silberstein
        Fax No.: (416) 869-7491
           
        Haywood Securities Inc.
        700 – 200 Burrard Street
        Vancouver, British Columbia V6C 3L6
           
        Attention: Kevin Campbell
        Facsimile No.: (604) 697-7495
           
        Versant Partners Inc.
        20 Queen Street West, Suite 3110
        Toronto, Ontario M5H 3R3
           
        Attention: Paul Rajchgod
        Facsimile No.: (416) 849-5010
           
        with a copy to (which copy shall not constitute notice):
           
        Fraser Milner Casgrain LLP
        77 King Street West, Suite 400
        Toronto-Dominion Centre
        Toronto, Ontario M5K 0A1


    45.

      Attention: Abbas Ali Khan
      Fax No.: 416-863-4592

    or at such other address or facsimile number as may be given by either of them to the other in writing from time to time and such notices or other communications shall be deemed to have been received when personally delivered or, if delivered by facsimile, on the date of receipt (with receipt confirmed) provided notice or communication is received prior to 5:00 p.m. (recipient’s time) on a Business Day or, in any other case, on the next Business Day after such notice or other communication has been delivered by facsimile.

    Section 22 Counterpart Signature

         This Underwriting Agreement may be executed in one or more counterparts (including counterparts by facsimile or other electronic means), which together shall constitute an original copy hereof as of the date first noted above.

    Section 23 Time of the Essence

         Time shall be of the essence in this Underwriting Agreement.

    Section 24 Severability

         If any provision of this Underwriting Agreement is determined to be void or unenforceable, in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Underwriting Agreement and shall be severable from this Underwriting Agreement.

    Section 25 Entire Agreement

         This Underwriting Agreement constitutes the entire agreement between the Underwriters and the Corporation relating to the subject matter hereof and supersedes all prior agreements between the Underwriters and the Corporation relating to the Offering, including the provisions of the engagement letter dated as of June 26, 2012 between the Corporation and Dundee.

    Section 26 Obligations of the Underwriters

         In performing their respective obligations under this Underwriting Agreement, the Underwriters shall be acting severally and not jointly and severally. Nothing in this Underwriting Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Underwriters.

    Section 27 Market Stabilization

         In connection with the distribution of the Offered Debentures, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

    Section 28 Effective Date


    46.

         This Underwriting Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

    [Remainder of Page Left Blank Intentionally]


    47.

         If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Underwriting Agreement where indicated below and delivering the same to the Underwriters.

         Yours very truly,

    DUNDEE SECURITIES LTD. SCOTIA CAPITAL INC.
           
    Per: “David G. Anderson” Per: ”Don Njegovan”
      Vice Chairman   Managing Director

      NATIONAL BANK FINANCIAL INC.
       
    Per: “Noam Silberstein”
       Director
       
      HAYWOOD SECURITIES INC.
       
    Per: “Kevin Campbell”
      Managing Director  
       
      VERSANT PARTNERS INC.
       
    Per: “Paul Rajchgod”
      Managing Director  


    48.

    The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to.

    ACCEPTED as of this 3 rd day of July, 2012.

    ENERGY FUELS INC.

    Per: “Jeffrey Vigil”
      Chief Financial Officer


    SCHEDULE “A”
    UNITED STATES OFFERS AND SALES

    As used in this Schedule “A”, the following terms shall have the meanings indicated:

    Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S.

    Foreign Issuer ” means a foreign issuer as that term is defined in Rule 902(e) of Regulation S;

    Offshore Transaction ” means Offshore Transactions as that term is defined in Rule 902(h) of Regulation S;

    Qualified Institutional Buyer ” means a qualified institutional buyer as that term is defined in Rule 144A(a)(1) of Rule 144A;

    Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act; “Securities” means the Purchased Debentures and any Additional Debentures;

    Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S; and

    United States ” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

         All other capitalized terms used but not otherwise defined in this Schedule “A” shall have the meanings assigned to them in the Underwriting Agreement to which this Schedule “A” is attached.

    A.

    Representations, Warranties and Covenants of the Corporation

         The Corporation represents and warrants to and covenants with each of the Underwriters that:

         1. It is, and on the Closing Date and any Over-Allotment Closing Date will be, a Foreign Issuer and there is no Substantial U.S. Market Interest with respect to any of the Securities.

         2. None of the Corporation, any of its affiliates, or any person acting on their behalf has made or will make any Directed Selling Efforts in the United States, or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of the Securities in the United States;

         3. The Corporation is not now, and will not as a result of the sale of the Securities contemplated hereby be required to be registered as, and will not be, an open-ended investment corporation, closed-end investment corporation, unit investment trust or face-amount certificate corporation that is or is required to be registered under the United States Investment Company Act of 1940, as amended and the rules and regulations of the SEC promulgated thereunder;

         4. None of the Corporation, any of its affiliates, or any person acting on their behalf has taken or will take any action that would cause the registration exemptions in Rule 903 of Regulation S or Rule 144A to be unavailable for the offer and sale of Securities pursuant to this Underwriting Agreement, including this Schedule “A”;


    A-2

         5. The Corporation will offer and sell the Securities in the United States only to Qualified Institutional Buyers in accordance with the Underwriting Agreement, including this Schedule “A”;

         6. The Securities are not, and as of the Closing Date will not be, and no securities of the same class as the Securities are or will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act or have an application for listing on such exchange pending, or (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; and

         7. For so long as any of the Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such Securities, or to any prospective purchaser of such Securities designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4).

         8. The Corporation: (i) will make available to U.S. purchasers of Debentures, upon their written request, information as to its status as a “passive foreign investment company” (a “PFIC”) as defined under Section 1297 of the U.S. Internal Revenue Code (the “Code”) and the status of any subsidiary in which the Corporation owns more than 50% of such subsidiary’s total aggregate voting power, and (b) for each year in which the Corporation is a PFIC provide to a U.S. purchaser, upon written request, all information and documentation (including, without limitation, a PFIC Annual Information Statement) that a U.S. purchaser making a “qualified electing fund” election under Section 1295 of the Code (a “QEF Election”) with respect to the Corporation and any such more than 50% owned subsidiary which constitutes a PFIC is required to obtain for U.S. federal income tax purposes. The Corporation may elect to provide such information on its website (www.energyfuels.com).

         The Corporation further acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and can be offered and sold in the United States only to Qualified Institutional Buyers in compliance with Rule 144A under the U.S. Securities Act.

    B.

    Representations, Warranties and Covenants of the Underwriters

         Each Underwriter represents and warrants to and covenants with the Corporation that:

         1. (a) It acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and may not be offered or sold in the United States, except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act or any United States state securities laws. It has offered and sold and will offer and sell the Securities only (i) outside the United States in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) in the United States as provided in this Schedule “A”. Accordingly, neither the Underwriter, nor its U.S. Affiliate, nor any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make any offers to sell Securities in the United States or (iii) any sale of Securities unless at the time the purchaser made its buy order therefor, the Underwriter, its U.S. Affiliate or other person acting on any of their behalf reasonably believed that such purchaser was outside the United States;


    A-3

              (b) It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Corporation; and

              (c) It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and such Selling Firm.

         2. All offers and sales of the Securities in the United States will be effected by its U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer and sale of Securities in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.

         3. Prior to any sale of Securities in the United States it shall cause each purchaser in the United States to execute a letter in the form attached as Exhibit A to the final U.S. Placement Memorandum.

         4. Offers and sales of Securities in the United States shall not be made by any form of general solicitation or general advertising (as those terms are used in Regulation D);

         5. Offers to sell and solicitations of offers to buy the Securities shall be made in accordance with Rule 144A only to persons reasonably believed to be Qualified Institutional Buyers;

         6. All purchasers of the Securities in the United States shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder;

         7. Each offeree in the United States shall be provided with the U.S. Placement Memorandum including the Preliminary Prospectus and/or the Final Prospectus, and each purchaser will have received at or prior to the time of purchase of any Securities the final U.S. Placement Memorandum including the Final Prospectus;

         8. At closing, the Lead Underwriters, together with each U.S. Affiliate selling Securities in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule “A” relating to the manner of the offer and sale of the Securities in the United States; and

         9. At least one Business Day prior to the Closing Date, the Lead Underwriters shall provide the Corporation with a list of all purchasers of Securities in the United States.


    EXHIBIT A

    UNDERWRITERS’ CERTIFICATE

         In connection with the private placement in the United States of Purchased Debentures or any Additional Debentures (the “ Securities ”) of Energy Fuels Inc. (the “ Company ”), pursuant to the underwriting agreement dated as of July 3, 2012 among the Corporation and the Underwriters named therein (the “ Underwriting Agreement ”), the undersigned Underwriter and its United States broker-dealer affiliate (the “ U.S. Affiliate ”) do hereby certify that:

      (a)

    the U.S. Affiliate was on the date of each offer or sale of Securities we made in the United States, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

         
      (b)

    all offers and sales of the Securities made by us in the United States were made by the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements;

         
      (c)

    each offeree in the United States was provided with a copy of the U.S. Placement Memorandum including the Preliminary Prospectus and/or Final Prospectus, as applicable;

         
      (d)

    no form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D) was used by us in the United States;

         
      (e)

    immediately prior to our transmitting the U.S. Placement Memorandum to any person in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we continue to believe that each purchaser of Securities in the United States is a Qualified Institutional Buyer;

         
      (f)

    prior to the sale of Securities by the Corporation to persons in the United States we caused each such purchaser thereof to execute a letter in the form of Exhibit A attached to the final U.S. Placement Memorandum; and

         
      (g)

    the offering of the Securities in the United States has been conducted by us in accordance with the Underwriting Agreement, including Schedule “A” thereto.



         Terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “A” thereto, unless otherwise defined herein.

         Dated this day                of July, 2012.

      <*Underwriter>
         
         
      By:  
         Name:
         Title:
         
         
         
      <*U.S. Affiliate>
         
         
      By:  
        Name:
        Title:


    SCHEDULE “B”
    DIRECTORS AND OFFICERS SUBJECT TO FUTURE SALE RESTRICTIONS

    Directors
     
    J. Birks Bovaird
    Paul A. Carroll
    W. Robert Dengler
    Larry Goldberg
    Mark E. Goodman
    Bruce D. Hansen
    Ron F. Hochstein
    Sheldon Inwentash
    Richard Patricio
     
    Officers
     
    Stephen P. Antony, President and Chief Executive Officer
    Gary R. Steele, Vice President Corporate Marketing and Secretary
    Jeffrey L. Vigil, Chief Financial Officer



    Exhibit 99.65

    The Daneros Mine Project, San Juan County,
    Utah, U.S.A.

    National Instrument 43 - 101
    Technical Report

    Prepared for:
    ENERGY FUELS INC

    Author:
    Douglas C. Peters, Certified Professional Geologist
    NI 43-101 Qualified Person
    Peters Geosciences
    Golden, Colorado

    July 18, 2012


    TABLE OF CONTENTS

    1. SUMMARY 1
    2. INTRODUCTION AND TERMS OF REFERENCE 3
    3. RELIANCE ON OTHER EXPERTS 3
    4. PROPERTY DESCRIPTION AND LOCATION 4
    5. ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 6
    6. HISTORY 7
    7. GEOLOGICAL SETTING AND MINERALIZATION 8
      7.1 Regional Geology 9
      7.2 Local Geologic Detail 10
    8. DEPOSIT TYPES 13
    9. EXPLORATION 13
    10. DRILLING 14
      10.1 INTRODUCTION 14
      10.2 DRILLHOLE INFORMATION AND VERIFICATION 14
        10.2.3 DOWNHOLE SURVEY INFORMATION 16
        10.2.4 HISTORICAL DRILLING INFORMATION 16
        10.2.5 CURRENT ASSAY INFORMATION 16
        10.2.6 HISTORICAL ASSAY INFORMATION 16
        10.2.7 GAMMA READINGS 17
    11 SAMPLE PREPARATION, ANALYSES AND SECURITY 17
    12 DATA VERIFICATION 17
      12.2 QA/QC PROCEDURES AND PROTOCOLS 17
        12.2.3 PROCESSES FOR DETERMINING URANIUM CONTENT BY GAMMA LOGGING 17
        12.2.4 CORE SAMPLING, PROCESSING, AND ASSAYING 18
        12.2.5 QUALITY ASSURANCE AND QUALITY CONTROL MEASURES 18
    13 MINERAL PROCESSING AND METALLURGICAL TESTING 19
    14 MINERAL RESOURCE ESTIMATES 20
      14.2 GENERAL STATEMENT 20
      14.3 DANEROS RESOURCE ESTIMATE 20
        14.3.3 RESOURCE DATABASE AND VALIDATION 20
        14.3.4 CUT-OFF GRADE 21
        14.3.5 GEOLOGICAL INTERPRETATION AND 3D MODELLING 22
        14.3.6 GRADE CAPPING 23
        14.3.7 STATISTICS FOR THE DANEROS MODEL 23
        14.3.8 COMPOSITING 24
        14.3.9 DANEROS INTERPOLATION 24
        14.3.10 DANEROS BLOCK MODELING 25
        14.3.10.1 DANEROS VOLUME COMPARISON 25
        14.3.10.2 DANEROS GRADE COMPARISON 26
        14.3.11 DANEROS CLASSIFICATION OF THE MINERAL RESOURCE 26

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    15 MINERAL RESERVE ESTIMATED 26
    16 MINING METHOD 26
    17 RECOVERY METHODS 27
    17.2  General 27
    17.3  Grinding and Leaching 28
    17.4  Solvent Extraction 28
    18 PROJECT INFRASTRUCTURE 28
    19 MARKET STUDIES AND CONTRACTS 28
    20 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT 29
    21 CAPITAL AND OPERATING COSTS 30
    22 ECONOMIC ANALYSIS 30
    23 ADJACENT PROPERTIES 31
    24 OTHER RELEVANT DATA AND INFORMATION 31
    25 INTERPRETATION AND CONCLUSIONS 31
    26 RECOMMENDATIONS 31
    27 REFERENCES 32
    28 SIGNATURE PAGE AND CERTIFICATE OF QUALIFICATIONS 33

    FIGURES LOCATED IN THE APPENDIX

    Figure 4-3 Claim Ownership Map Appendix
    Figure 7-1 Principal Uranium Deposits & Major Structures of the Colorado Plateau Appendix
    Figure 7-3 Geologic Map Appendix

    UNITS OF MEASURE AND ABBREVIATIONS

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    A Annum (year)
    % Percent
    ° Degrees
    °C Degrees Celsius
    cm Centimeters
    D Day
    EM Electromagnetic
    G Grams
    g/cm 3 grams per cubic centimeter
    g/m 3 grams per cubic meter
    g/l grams per Liter
    H Hour(s)
    Ha Hectares (10,000 square meters)
    HP Horsepower
    Hwy Highway
    IRR Internal rate of return
    k Thousand
    kg Kilograms
    km Kilometers
    km/h Kilometers per hour
    km 2 Square kilometers
    kV Kilovolts
    kW Kilowatts
    l Liter
    Lbs Pounds
    M Million
    Mt Million tonnes
    M Meters
    m 3 /t/d Square meters per tonne per day (thickening)
    m 3 Cubic meters
    m 3 /h Cubic meters per hour
    m%U meters times per cent uranium
    m%U 3 O 8 meters times per cent uranium oxide
    m ASL Meters above sea level (elevation)
    mm Millimeters
    MPa Megapascal
    Mt/a Million dry tonnes per year
    MW Megawatts
    N Newton
    NPV Net present value
    Pa Pascal (Newtons per square meter)
    ppm Parts per million
    P 80 80% passing (particle size nomenclature)
    st Short tons
    SX Solvent extraction
    t Tonnes (metric)
    t/h Tonnes per hour
    t/d Tonnes per day
    t/a Tonnes per year
    U Uranium
    %U Percent uranium (%U x 1.179 = %U 3 O 8 )

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    U 3 O 8 Uranium oxide (yellowcake)
    %U 3 O 8 Percent uranium oxide (%U 3 O 8 x 0848 = %U)
    e%U 3 O 8 Equivalent Percent uranium oxide (%U 3 O 8 x 0848 = %U)
    Cdn$ Canadian Dollars
    US$ US dollars
    $/t Canadian dollars per tonne
    US$/lb US dollars per pound
    US$/t US dollars per tonne v/v
    % Percent solids by volume
    wt% Percent solids by weight
    > Greater than
    < Less than

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    1. SUMMARY

    1.1 Introduction and Property Description

    Energy Fuels Inc. (EFI) owns the Daneros Mine uranium project located on the Colorado Plateau in southeastern Utah. The property is in the Red Canyon portion of the White Canyon District. EFI holds a 100% interest in various groups of mining claims, including Daneros and adjoining historical mine sites which can be developed in conjunction with the Daneros project. The Daneros property was developed and placed into active production in 2009 by Utah Energy Corporation (UEC), the U.S. operating entity for White Canyon Uranium Limited (WCU). It remains in production as of the date of this report. Denison Mines purchased WCU and all its assets in June 2011. The project and property was acquired by EFI in June 2012 as part of the acquisition of Denison Mines’ USA operations.

    Major uranium deposits in the White Canyon District occur at or near the base of the Upper Triassic Chinle Formation, in fluvial channel deposits of the Shinarump Member, the basal member of the Chinle Formation. Uranium mineralization appears to be related to low-energy depositional environments in that uranium is localized in fluvial sandstones that lie beneath organic-rich lacustrine-marsh mudstones and carbonaceous delta-front sediments. The reducing environment preserved in these facies played an important role in the localization of uranium. Single mineralized pods range from a few feet to a few hundred feet in length and from less than one to more than ten feet in thickness. Deposits range in size from a few tons to more than 600,000 tons. Uranium deposits in the Shinarump Member generally have low vanadium content, and, therefore, are not processed for vanadium recovery. Historical production from the White Canyon District exceeds 11 million pounds U 3 O 8 .

    The Daneros Mine project is located 40 miles due west of Blanding, Utah. The driving distance from Blanding to the project is 65 miles by State highway and county road (see Figure 4-1). EFI owns and operates the White Mesa uranium-vanadium mill 6 miles south of Blanding, to which the Daneros production is shipped for processing. The project comprises 219 unpatented mining claims located on federal land administered by the U.S. Bureau of Land Management (BLM) in San Juan County, Utah, totaling 4,300 acres. The Daneros Mine is located 4.8 miles from Fry Canyon, Utah and is accessed via Radium King Road for approximately 14 miles, which is maintained by San Juan County. The property lies in Sections 1, 11, and 12, T37S, R15E, SLM, Sections 4, 5, 6, 7, 8, 10, 11, 15, 17, and 18, T37S, R16E, and Section 31 and 33, T36S, R16E.

    1.2 Operations

    The initial mine plan at the Daneros property involved driving twin declines (with the second decline for emergency escape and ventilation) into the center of the Daneros deposit and developing away from the entry point. Random room and pillar mining is employed, as is typical for the deposits in the local region. Mining utilizes rubber tired loaders and small trucks to transport ore to the surface, where it is loaded into over-the-road trucks, covered by a secure tarpaulin and transported to the White Mesa Mill.

    The total ore production from the Daneros Mine since the first shipment in late December 2009 (included with 2010, below) through June 2012 is shown in the table below:

    DENISON MINES CORP.- THE BULLSEYE CANYON PROJECT, WHITE CANYON MINING DISTRICT – SAN JUAN Page 1
    COUNTY, UTAH – NI 43-101 TECHNICAL REPORT APRIL 2012  


      2012 2011 2010
    Tons 25,930 34,350 46,150
    % U 3 O 8 0.27% 0.277% 0.31%
    Approx. lbs U 3 O 8 141,275 190,700 286,000
    TOTALS-to-DATE Total    
    Tons 106,430    
    % U 3 O 8 0.29%    
    Approx. lbs U 3 O 8 617,975    

    1.3 Permitting

    The primary permits required for mining operations at the Daneros Mine are in place, including a mine permit issued by Utah Division of Oil, Gas, and Mining (DOGM) and the Daneros Plan of Operation approved by the BLM. The permits obtained by UEC were for the initial stage of operations and contemplated eventual expansion of the mining operations, with the inclusion of additional surface area for support facilities. EFI is currently working on a modification to the permits to allow for expansion. The Daneros Mine does not discharge any water, so no discharge permit is required. Daneros Mine operations are in compliance with all currently applicable permit requirements.

    1.4 Mineral Resource Estimate

    The Mineral Resource estimate for the Daneros Mine project was prepared using both historical as well as recent data. Section 14 of this report presents the raw data and model wireframe creation methods using the Vulcan modeling software. The suitability of the interpolation technique and search strategies are also presented. Table 1-1 presents EFI’s Mineral Resource estimates for this property.

    TABLE 1-1 INFERRED MINERAL RESOURCES – JULY 2012
    Energy Fuels Inc.– Daneros Deposit

    DEPOSIT TONS e% U 3 O 8 LBS e U 3 O 8
    DANEROS 156,600 0.263 824,100
       
    Notes:
    1)

    Mineral Resources were classified in accordance with CIM Definition Standards.

    2)

    Cut-off grade was 0.15% eU 3 O 8 .

    3)

    Mineral resources have not been demonstrated to be economically viable.

    4)

    Grades were converted from gamma-log and assay data and presented in equivalent U 3 O 8 (eU 3 O 8 ).

    5)

    A grade-shell wireframe at 0.15% eU 3 O 8 was used to constrain the grade interpolation.

    6)

    All material within the wireframe is included in the estimate.

    7)

    High grades were capped at 0.8 % eU 3 O 8 .

    Peters Geosciences believes this resource estimate has been prepared using industry standard best practices and, therefore, is acceptable.

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    2. INTRODUCTION AND TERMS OF REFERENCE

    Peters Geosciences was retained by EFI to prepare an independent Technical Report compliant with National Instrument 43-101 (NI 43-101) on the Daneros uranium project. This report has been prepared to meet the requirements of NI 43-101 and Form 43-101F1. Peters Geosciences understands that this report will be used in support of future public offerings by EFI.

    Douglas C. Peters, CPG (AIPG #8274) and RM (SME Member #2516800), and principal in Peters Geosciences, visited the Daneros property on July 12, 2012 during a tour of the property led by Mr. Finn Whiting of EFI. In addition to viewing the underground conditions in parts of the Daneros Mine, accessible drill-hole locations were visited as well. Mr. Peters traversed parts of the property and surrounding areas on accessible roadways to observe surface conditions and drill sites. Depositional characteristics of the uranium were directly seen, although no in-place samples were collected for separate assaying due to constraints within the time frame of the field visit.

    Relevant reports, maps, and data were reviewed and discussed with EFI staff, principally Mr. Richard White, who is serving as VP of Exploration for the company’s Colorado and Utah operations, and with Mr. Finn Whiting, mine geologist at the Daneros Mine for EFI The References section of this report lists the reviewed documents of importance as cited in this report.

    3. RELIANCE ON OTHER EXPERTS

    This report for EFI has been reviewed by Douglas C. Peters of Peters Geosciences for completeness and technical correctness for sections prepared by EFI staff. Text also has been added and modified by Peters Geosciences as part of the report preparation process for EFI. The information, conclusions, opinions, and estimates contained herein are based upon information available to Peters Geosciences at the time of report preparation. This includes certain data, maps, and other documents in the possession of EFI and reviewed with Mr. Richard White, CPG and Mr. Finn Whiting of EFI at the Daneros property and in the EFI office in Lakewood, Colorado and with Mr. David Ryckman of Denison Mines Inc. who performed the Daneros mineral resource modeling. With the exception of results from 2011-2012 drilling by Denison Mines, most data used in this report are from earlier exploration and mining activities conducted by Denison Mines and other operators in and around the Daneros Mine.

    Mr. Whiting accompanied Mr. Peters for a field review on July 12, 2012 of the mine and overlying property covered by this report. Mr. Whiting was instrumental in assisting with the review, discussion, and understanding of both the general and site-specific geology of the Daneros property and nearby abandoned mines and mining districts.

    Mr. Peters did not investigate the legal title of claims and leases covering the Daneros and related properties. Likewise, Mr. Peters did not review the permitting and reclamation status of the Daneros property beyond basic discussions with Mr. White and Mr. Whiting.

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    4. PROPERTY DESCRIPTION AND LOCATION

    The Daneros Mine Project is located 40 miles due west of Blanding, Utah. The driving distance from Blanding to the project is 65 miles by State highway and county road (see Figure 4-1). The project comprises 219 unpatented mining claims located on federal land in San Juan County, Utah administered by the BLM. The claims are located in Sections 1, 11, and 12, T37S, R15E, SLM, Sections 4, 5, 6, 7, 8, 17, and 18, T37S, R16E, and Section 31 and 33, T36S, R16E. The total acreage of the project area is 4,300 acres. The mining claims are maintained by making annual payments of US$140 per claim to BLM due September 1 st each year and a nominal filing fee at the county level, within 30 days of the BLM filing, of about $10 per claim. Work expenditures are not required. Holders of unpatented mining claims are generally granted surface access to conduct mineral exploration and mining activities. However, additional mine permits and plans are generally required prior to conducting exploration or mining activities on such claims. EFI’s holdings in the White Canyon District include the actively producing Daneros Mine and adjoining and nearby exploration properties. The property included in the Daneros Project area is shown on Figure 4-2.The mine portal is located at about 5,750 feet above sea level and at approximate coordinates of 110 0 12’ West and 37 0 36’ North.

    Figure 4-1 Index Map; showing location of Daneros Project relative to other Energy Fuels properties in southeastern Utah and northern Arizona.

    The claims were staked by various individuals, spanning a long time frame. EFI acquired the property through the acquisition of Denison Mines Holding Corp. (DMHC) in June 2012. Denison became owner of the property with the purchase of White Canyon Uranium Limited (WCU) in June 2011. WCU had consolidated a portfolio of properties and prospects in June 2007, including much of the current EFI holdings in the area. As a result, a number of the claims bear production royalties. Claims hosting Daneros deposit are subject to royalties ranging between 15% of "market value" of the ore and 2.5% of gross proceeds. Other claims are owned by EFI without encumbrances.

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    Daneros Claim Ownership

    Claims Owner Royalty Royalty Method  
    Daneros 1-5 Shumway, et al 15% Mining Lease  
    Radium King #1-24 EFI 2.50% Royalty Reservation in Deed Jim Butt
    West Channel #1-5 EFI 2.50% Royalty Reservation in Deed Jim Butt
    Lark #3-23 EFI 2.50% Royalty Reservation in Deed Jim Butt
    Royal #1-12 EFI 2.50% Royalty Reservation in Deed Jim Butt
    Spook #1-8 EFI 2.50% Royalty Reservation in Deed Jim Butt
    Christy #1-46 EFI 0% Unpatented Mining Claims  
    Daneros 6-25 EFI 0% Unpatented Mining Claims  
    Yellow Parrot #1-27 EFI 0% Unpatented Mining Claims  
    Tessy #4,6,9,11 EFI 0% Unpatented Mining Claims  
    Red Bull #1-12,14 EFI 0% Unpatented Mining Claims  
    Seahag #1-12,14-30 EFI 0% Unpatented Mining Claims  
    Hermit #1-5 EFI 0% Unpatented Mining Claims  
    *Total Claims = 219        

    Figure 2 Topography of Bullseye Canyon with Daneros Claims 1-5 and Tessy Claims #4, 6, 9 and 11. EFI does not control Tessy Claims #’s 1, 2 and 3. Other EFI claims are not shown; see map 4-3 in appendix.

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    5. ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

    The Daneros Mine property is located in southeastern Utah in the White Canyon uranium mining district (White Canyon District) of the Colorado Plateau physiographic province. The White Canyon District generally encompasses the local geographic areas of Red, White and Fry Canyons at the west end and Elk Ridge in the eastern end. The Daneros property is in the Red Canyon portion of the District. Utah State Highway 95 runs generally east-west between Hite and Blanding, Utah. From Blanding, the project can be reached in about 1.5 hours by driving approximately 50 miles (80 km) west of U.S. Highway 191 at Blanding on State Highway 95 to the very small community of Fry Canyon, Utah. This is 30 miles east of the Hite turn-off on Highway 95.These towns and roads are shown in Figures 4-1 and 4-2.

    The Daneros Mine portal is located 3 miles southwest of Fry Canyon, Utah. It is accessed via Radium King Road, which initially follows the canyon floor southeasterly from Fry Canyon for 5 miles, then climbs steeply to the west onto a bench mid-way up the canyon wall. The road continues westerly on the bench on the north side of Red Canyon for about 7.5 miles to the intersection with the Daneros access road. The Daneros Mine is located about 0.5 miles to the north of Radium King Road, a total distance of approximately 13 miles from Fry Canyon, Utah. The Radium King Road is maintained by San Juan County Road Department. Little Maverick Trucking, the trucking contractor currently hauling ore from the mine, also performs a significant amount of road maintenance. The ore shipping distance from the Daneros Mine to the EFI’s White Mesa Mill is 66 miles. The mill entrance is three miles south of the State Highway 95-US Highway 191 intersection south of Blanding.

    The project area is located along a north-south trending canyon which is a tributary to Red Canyon, known as Bullseye Canyon. Red Canyon drainage flows westerly for approximately 25 miles to the Colorado River where it joins Lake Powell as the head of Good Hope Bay. The mine portal area comprises steeply sloping, rocky ground and scree along the eastern slope of this canyon. Very steep to vertical, and at times overhanging, cliffs 400 feet high rise from the slope about 250 feet above the portal. The mesas are capped by the Kayenta sandstone and slope gently to the southwest reflecting the gentle regional stratigraphic dip. A series of bulldozed tracks and drill roads provide access throughout the project area, but access to the mesa tops is very limited. A number of historical workings are evident within the immediate surrounds of the EFI project area, the most significant being the former Bullseye, Lark, and Royal mine workings near the Daneros Mine portal.

    The semi-arid climate of the White Canyon area is characterised by large daily and yearly temperature ranges and a total annual precipitation of approximately 10 to 16 inches, mostly as sporadic, intense summer thunderstorms typical of the Colorado Plateau region. Winter snowfall is moderate and rarely stays on the ground very long. Weather conditions pose no impediment to year round work on the property.

    Vegetation in the project area consists of sagebrush, juniper, and piñon in the hills and slopes, while desert grasses, forbs, and shrubs are evident within the valley floors and on the mesa tops. Elevations in the region range from about 5,300 feet at the Fry Canyon townsite to over 7,000 feet on the surrounding mesa tops. The mine portal is at about 5,750 feet above sea level.

    Apart from previous mining activities, the only commercial land use purposes are cattle grazing and tourism activities such as hiking and mountain biking. Due to the shortage of water and thin soils, much of the White Canyon area is unsuitable for agricultural purposes.

    The project area is remotely located relative to water and power infrastructure. Housing for mine workers is mostly in camp trailers in Fry Canyon or they commute from Blanding, 65 miles to the east, or farther.

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    Blanding is a large enough town with various regional industrial activities to have stores and supply houses of sufficient size and inventory for much of the needs of an operation the size of the Daneros Mine.

    6. HISTORY

    The White Canyon mining district has a long history of exploration and mining. From 1949–1987 production from the district was 2,259,822 tons at an average grade of 0.24% U 3 O 8 for a total of 11,069,032 lbs. placing it second, behind Lisbon Valley, for uranium production from the Chinle Formation on the Colorado Plateau (Chenoweth, 1993).

    Prospecting for copper in the White Canyon area is thought to have begun possibly as early as 1880 by early gold prospectors. During 1906 and 1907 there was intense activity for copper exploration in the area when there was an unusually high price for copper, but no production resulted. The properties in the area remained idle again until 1946 when miners shipped two truckloads of copper ore from the Happy Jack Mine to a smelter in Garfield, Utah but they were rejected due to uranium content. In 1948 a truckload of ore was sent to the U.S. Atomic Energy Commission (“AEC”) Mill in Monticello, Utah and it was rejected due to its copper content. In August 1949 Vanadium Corporation of America (“VCA”) began operating a small mill in White Canyon that could recover copper and uranium and that opened up uranium mining in the White Canyon area. From 1948 until 1951, White Canyon and the nearby Red Canyon and Deer Flat areas were subject to intense exploration. Production slowly increased until 1953 when it nearly tripled over previous years.

    The AEC White Canyon Mill was closed in December 1953 and producers started shipping to an ore buying station built by the AEC in 1954 on a site near the Happy Jack Mine. The number of active mines during 1954 in the White Canyon District increased from 19 to 36. On July 31, 1957, the AEC closed its White Canyon Buying Station after purchasing 179,635 tons of ore averaging 0.25% U 3 O 8 and containing 915,696 pounds U 3 O 8 . The stockpiled ore was later sold to Texas-Zinc Minerals Corporation (Texas-Zinc”).

    In the summer of 1956, Texas-Zinc began operating their mill at Mexican Hat, Utah. The mill initially processed 775 tons of ore per day and was expanded to 1,000 tons per day in 1958. Due to changes in the AEC buying program, reducing its procurement program, production in the district started to decline in 1959. In June 1959, five uranium companies were merged to form Atlas Minerals, a subsidiary of Atlas Corporation. Atlas Minerals acquired Texas-Zinc Minerals in July 1963 and continued to operate the Mill in Mexican Hat through its subsidiary, A-Z Minerals Corporation. Due to reduced buying by the AEC A-Z Minerals closed the Mexican Hat Mill in February 1965. The closing of the Mexican Hat Mill and previous closing of the AEC ore-buying station and closing of the AEC facility at Monticello, Utah, left the independent operators in the district with the only market for their low-vanadium ores at the Atlas Minerals mill at Moab, Utah, a 110-mile longer haulage which caused production to continue its decline. The AEC ore procurement program ended on December 31, 1970 and during the early 1970s minimum production was recorded from the district. Production from the district started picking up again by 1974 when the demand for uranium picked up due to nuclear power generation. Atlas Minerals started buying ore from independent producers. Exploration and production once again increased in the White Canyon District. In 1974, Utah Power and Light Company (“UP&L”) began to acquire properties in the White Canyon District, which included 100% interest in the Spook-Bullseye property and 60% interest in the Lark-Royal property both located near the Daneros property in Red Canyon. UP&L conducted exploration drilling from 1975 through 1983, drilling a total of 2,417 holes, which resulted in the discovery of several new uranium deposits. UP&L never started mining operations in the White Canyon District due to the collapse of the uranium price by 1982. By 1987 the last mines in the White Canyon district closed due to declining economics, socio-political factors and competition from lower cost producers.

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    Following 1987, the properties were idle and little or no exploration activity took place in the White Canyon District. In 1993 UP&L dropped their mining claims in the White Canyon District. In October 1993, Eugene and Merwin Shumway staked the Daneros and Geitus claims that covered two of the deposits UP&L had discovered. Eugene and Merwin Shumway quitclaimed their claims to predecessors of White Canyon Uranium (WCU), Wilene and Mike Shumway, Terry Leach, and James Lammert in March, 1994. No exploration or development took place between 1994 and 2005. From 2005 to 2007, these predecessors of WCU began acquiring properties with known historic mineral deposits in the White Canyon District. In 2007, Utah Commodities Pty, Ltd. who later changed their name to White Canyon Uranium Limited, which operates in the United States through its wholly owned subsidiary Utah Energy Corporation (UEC), acquired 100% interest of the Daneros and Geitus claims. In December 2008, White Canyon purchased 33 claims, known as the Lark-Royal Project, an extension of the Daneros Project, from Uranium One.

    WCU gathered the necessary environmental data and submitted applications for approvals to open an underground mine at Daneros. A Plan of Operation (PO) was submitted to the BLM and was approved in May, 2009, following which UEC commenced active mine development, including driving a decline into the main deposit at Daneros. The first loads of ore from Daneros were delivered to White Mesa Mill in December, 2009, then operated by Denison Mines.

    In January, 2010, Denison entered into a toll milling agreement with UEC. UEC actively produced form the mine for the next 17 months. In June, 2011, Denison completed the acquisition of White Canyon Uranium and continued production using the same mining contractor WCU was employing. EFI acquired Denison in June 2012 keeping the mine in operation, again using the same contractors. Ore is currently being shipped to the White Mesa Mill. Denison’s purchase of WCU included other properties in the White Canyon District, separated from the Daneros property by several miles. These include the Geitus, Marcy-Look, and Blue Jay exploration projects. These properties are now owned by EFI. They are not included in this report because of their isolation from the Daneros property. Each will need to be evaluated individually as a stand-alone project.

    7. GEOLOGICAL SETTING AND MINERALIZATION

    Major uranium deposits in the east-central Colorado Plateau occur principally in two fluvial sandstone sequences. The older is located at or near the base of the Upper Triassic Chinle Formation and the other occurs in the Late Jurassic Salt Wash Member of the Morrison Formation. Nearly all of the ore deposits in the White Canyon District occur in fluvial channel deposits of the basal member of the Chinle Formation, the Shinarump Member. The Morrison, having been eroded, does not occur anywhere on the Daneros property.

    The Shinarump Member consists of predominantly trough-crossbedded, coarse-grained sandstone and minor gray, carbonaceous mudstone and is interpreted as a valley-fill sequence overlain by deposits of a braided stream system. Uranium mineralization appears to be related to low-energy depositional environments in which uranium is localized in fluvial sandstones that lie beneath organic-rich lacustrine-marsh mudstones and carbonaceous delta-front sediments. The reducing environment preserved in these facies played an important role in the localization of uranium.

    Uranium deposits consist of closely-spaced, lenticular ore pods which are generally concordant with bedding in paleochannel sediments. Single ore pods range from a few feet to a few hundred feet in length and from less than one to more than ten feet in thickness. Deposits range in size from a few tons to more than 600,000 tons. Deposits in the Shinarump Member generally have low vanadium content, and are therefore not processed for vanadium recovery. Historical production from the White Canyon District exceeds 11 million pounds U 3 O 8 .

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    7.1 Regional Geology

    The uranium-rich Colorado Plateau province covers nearly 130,000 square miles in the Four Corners region of the Southwestern United States. (See Figure 7.1) . The Daneros Mine Project and other properties currently held by EFI lie in the Canyon Lands Section in the central and east-central part of the Colorado Plateau in Utah and Colorado. This region of the Colorado Plateau is also known as the Paradox Basin.

    The Plateau’s basement rocks, which are not exposed in the area of the Daneros, are mostly Proterozoic metamorphic units and igneous intrusions. Sedimentary rocks exposed in the canyons and mesas around the White Canyon district range from Permian through Triassic. On the southwest side of Red Canyon a few miles to the southwest, the Jurassic Navajo Sandstone caps the mesas. The rest of the Mesozoic and younger rocks have been eroded from the region.

    The earlier Paleozoic systems are deeply buried. They represent shallow-marine sedimentation on a relatively stable platform with fluctuations in sea level. During the later Paleozoic periods, the region became more structurally active. The Paradox Basin subsided deeply accompanied by uplift of the adjacent Uncompahgre Uplift, 100 miles northeast of the Daneros property, exposing its Precambrian core. Thousands of feet of sediment accumulated in the center of the basin, in a restricted circulation marine environment. This resulted in extensive deposition of evaporites (gypsum, salt, and potash) along with limestones, shales, and some sandstones (Hermosa Formation). As the Uncompahgre highland eroded, great thickness of arkosic sediments accumulated coevally in the northeastern Paradox Basin. The distal part of the basin bounded by the Monument Uplift in the White Canyon area received finer grained sediments and carbonates due to lateral and vertical facies changes. The Paradox Basin was filled by middle Permian time; however the Uncompahgre continued to be a highland shedding abundant coarse clastic, arkosic debris (Cutler Formation) as the basin slowly subsided. The Cutler is finer grained in the White Canyon district; the Cedar Mesa and White Rim sandstone members of the Cutler are prominent bench-forming units in the region.

    The region was again relatively stable throughout much of the Mesozoic Era with minor uplifts and gently subsiding basins continuing to receive fluvial and lacustrine sediments (Moenkopi and Chinle Formations) during the early Mesozoic Era with minor erosional periods locally. The region dried considerably in late Triassic and early Jurassic and large dune fields, very shallow seas, and extensive aggrading floodplains existed throughout the region resulting in deposition of predominantly sandstone of eolian and fluvial origin (Wingate, Kayenta, Navajo, and Entrada formations). In the northern Paradox Basin, the buried Pennsylvanian evaporites were influenced by basement faulting and sediment loading and flowed into a series of northwest-trending diapiric anticlines. Flowage of the salt was erratically active from Permian through late Jurassic, thereby affecting deposition of the Triassic and early Jurassic sediments. The source of the sediments changed during this time from the earlier eastern source to a western dominated source. Volcanic ash from a couple of volcanic episodes to the west settled over the area, as well (upper part of the Chinle and the Brushy Basin Member of the Morrison Formation). In the Cretaceous, the Sevier orogeny to the west resulted in sediment accumulation in the region evolving from deposition of conglomerates to a coastal plain with swamps (Burro Canyon and Dakota formations) to an epicontinental interior seaway where thick marine black shales were deposited (Mancos Shale). Near the end of the Cretaceous, alternating regressions and transgressions of the sea lead to thick littoral sandstones interbedded with marine shales (Mesa Verde group), later covered by fluvial and lacustrine sediments in the early Tertiary.

    This thick stratigraphic sequence is interrupted locally by basement fault-related monoclines (e.g., Comb Ridge) as well as the salt-cored anticlines in the northern Paradox Basin area. The salt anticlines are controlled by basement faults, being elongated in a northwest-southeast direction, as is the Uncompahgre Uplift. The White Canyon district is located along the northwestern flank of the Monument Uplift which forms the southwestern edge of the Paradox Basin. The Monument Uplift is a broad, north-south trending, asymmetrical anticline approximately 50 miles wide by 100 miles long, upon which a few minor folds are developed. Very little faulting occurs in the White Canyon district.

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    During the Tertiary, several clusters of laccoliths intruded the Colorado Plateau about 20-30 million years ago into several different horizons of Paleozoic and Mesozoic sedimentary rocks. Diorite porphyry is the dominant rock type, with minor monzonite porphyry and syenite intruded later. The emplacement of the individual intrusive bodies was largely controlled by basement faults. The closest intrusive centers to the White Canyon district are the Little Rockies portion of the Henry Mountains complex 24 miles to the northwest and the Abajo Mountains 36 miles to the northeast. Following epeirogenic uplift of the region, deep canyon cutting occurred, continuing through the Pleistocene.

    7.2 Local Geologic Detail

    Much of this section is summarized from Thaden et al. (1964). The stratigraphic units exposed on or near the Daneros property include the Permian Cutler, Triassic Moenkopi, Chinle, Wingate, and Kayenta (Jurassic?) formations. The host rock of the uranium deposits is the Shinarump Member of the Chinle. These units are described below. Strata throughout much of the White Canyon area is generally unfaulted and dips gently west- southwestward at 2° to 3°. A zone of north-northeast trending normal faults are mapped beginning about a mile southwest of the Daneros Mine. These faults define a very narrow graben structure that extends six miles to the southwest. The north end of the fault zone is concealed by landslide material. A strong joint set with the same strike of the fault zone, about N35 0 E, is prevalent throughout the district. These joints have influenced erosion as several tributary canyons to Red Canyon on its north side, including Bullseye Canyon where the Daneros is located, have the same strike.

    The upper part of the Cutler Formation is exposed in the lower walls and floor of Fry Canyon north and east of the property and the deeper parts of the Red Canyon tributaries to the south. The Cedar Mesa sandstone member is a cross-stratified fine-grained sandstone of light-grayish-orange interbedded with lenses of red, gray, green, and brown sandy siltstone near the top. It is about 980 feet thick. It is resistant to erosion forming large benches with steep cliffs where it is incised by canyons. The Cedar Mesa is predominately eolian in origin; the source of the sediment was to the northwest (Dubiel et al., 1996). The 220-350 feet of steep slopes with multiple ledges above the Cedar Mesa sandstone is the Organ Rock tongue of the Cutler. It consists of flat-bedded reddish brown siltstone alternating with medium-grained sandstone beds. The Organ Rock Member was deposited on a floodplain by streams flowing east-to-northeast across the area. Above the Organ Rock is the White Rim sandstone member. This is a very fine-grained, silty, cross-bedded sandstone about 20 feet thick. It is light yellowish-orange which weathers to white cliffs, hence the name. The area dried again during White Rim deposition. It is of similar origin and deposition to the Cedar Mesa.

    Unconformably overlying the Cutler is the Triassic Hoskinnini Member of the Moenkopi Formation. It is a very fine grained to coarse-grained, reddish-brown sandstone interbedded with grayish-orange sandstone. The unit is up to 110 feet thick. The upper Moenkopi is from 175-265 feet thick forming slopes with multiple ledges and cliffs. Flat-bedded reddish-brown siltstones and sandstones predominate with a lenticular orange sandstone in the middle part of the sequence. A few thin limestone beds occur.

    The Chinle Formation of Triassic-age overlies the Moenkopi. In ascending order, the members of the Chinle are Shinarump, Monitor Butte, Moss Back, Petrified Forest, Owl Rock and Church Rock Members ( Figure 7.1 ). The main uranium-bearing unit at the Daneros Mine and throughout the White Canyon district is the fluvial Shinarump Member, a basal, sandstone-conglomerate sequence deposited in a complex stream system which unconformably overlies and locally scours into oxidized sedimentary units of the Moenkopi Formation.

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    The Shinarump Member is composed of two distinct quartzose sandstone units: a lower conglomeratic sandstone which is overlain by a regionally extensive medium to coarse grained sandstone. The pebbles in the conglomerate units are quartz, quartzite, and chert from distant sources. Some conglomerates contain abundant siltstone fragments derived locally from erosion of underlying rocks. The Shinarump Member also contains variable amounts of interbedded siltstone and mudstone beds, as well as locally abundant fossil trees and other plant-derived material. The Shinarump Member is interpreted to represent the basal portion of an incised valley-fill sequence ranging in thickness from more than 80 feet near the deepest parts of the palaeovalley to less than three feet where it pinches out against the palaeovalley wall. Dozens of channels have been mapped in the White Canyon District. Although much meandering is present, the general flow of the streams was toward the northwest.

    Overlying the Shinarump is a variegated mudstone unit (Monitor Butte Member). It is interbedded with numerous cross-stratified lenticular sandstone and conglomeritic sandstones that are red, gray, or yellow. This unit weathers to steep slopes with multiple small cliffs. It is from 120 to 250 feet thick in the area. The portal of the Daneros Mine is located in this unit in the east wall of Bullseye Canyon. The mine access declines down to the southeast to the deposit in the Shinarump.

    Above the mudstone unit is the Moss Back Member of the Chinle. It consists of gray cross-stratified lenticular sandstone that is fine to medium grained. Thin lenses and beds of siltstone and conglomerate also occur. The Moss Back is up to 190 feet thick east of the project area, but pinches out to the west. At the Daneros Mine site, the Moss Back is missing. The Moss Back is the main host rock of large past uranium production and known resources in the Lisbon Valley-Big Indian Valley district some 65 miles northeast of the Daneros property.

    Above the Moss Back is a thick silty and limy sequence of the Chinle with some sandstone and conglomerate beds. Parts of this sequence have been correlated by various workers to other named members of the Chinle. In the tributary canyons on the north side of Red Canyon, including Bullseye Canyon above the Daneros Mine site, the upper Chinle slopes are often covered by talus and landslide debris. The lower mudstone unit in the lower slopes of the tributary canyons is also mostly covered by this weakly cemented veneer of sand to boulder-sized rock fragments.

    Tall, steep to vertical cliffs of the Triassic-aged Wingate sandstone rise above the upper Chinle slopes. It is a reddish-brown, cross-stratified, fine-grained sandstone about 300 feet thick. The cliffs continue upward, with only small breaks locally, for another 180 to 300 feet. These upper cliffs are formed by the Triassic (Jurassic?) Kayenta Formation. It contains more lenticular beds of fine-to medium-grained sandstone along with thin beds of conglomerate and claystone. The Kayenta is reddish-purple and weathers in a more blocky fashion than the underlying massive cliffs of the Wingate. The resistance of the Kayenta results in it being the cap of all the higher mesas in the White Canyon district.

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    Figure 7.1 Generalized stratigraphic section of the White Canyon area

     

    Figure 7.1 Geology of the Daneros project area (modified after Thaden et al., 1964) In Appendix

    7.3 Uranium Mineralization

    The uranium deposit at the Daneros Mine, like nearly all others in the White Canyon district, is in the lower part of the Shinarump, especially where it has scoured into the Moenkopi. The lithology, facies, sedimentary structures, and locations within the channel deposits all were important in controlling the migration of fluids and localization of the deposits. Coarser-grained rock is more favorable than fine-grained sand or silt units. Most of the uranium mineralization is overlying impermeable siltstones of the Moenkopi or local siltstone lenses internal of the Shinarump. The lateral edges of channels where they are bounded by mudstones are also favorable locations for mineralization. Sandstones and conglomerates bounded on the top by siltstones or clay layers are also favorable. Intersections of channels and meanders have been found to be favored locations. The most favorable sites are in the coarser sandstone/conglomerates adjacent to finer sediments that contain vegetal matter. The uranium was transported into the area in oxidized groundwaters. The permeability differences related to the grain size of the various facies confined, concentrated, and slowed the flow of the oxidized waters. The accumulations of carbonaceous material created local reducing environments. These reducing conditions caused the dissolved uranium minerals to precipitate.

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    Uraninite (pitchblende) is by far the dominant primary uranium mineral in the Shinarump deposits. It occurs as distinct grains, fine-grained coatings on and pore-fillings between detrital quartz grains, partial replacement of feldspar grains, and as replacement in carbonized wood and other remains of organic matter. Metallic sulfide minerals are often abundant. Where secondary oxidation has occurred, minor amounts of uranyl carbonates, sulfates, and phosphates are found. The source of the uranium is not well established. Overlying shaley units of the Chinle contain clays derived from volcanic ash that is uraniferous. The source area of the arkosic sediments was also a uranium-rich province.

    8. DEPOSIT TYPES

    The Daneros uranium deposit can be classified as Phanerozoic Sandstone; Tabular/Peneconcordant; Basal-channel Type in the classification scheme of Dahlkamp (1993). The Shinarump Member of the Chinle is the only host rock horizon with this type of deposit on the property. The property is not known to hold any potential for any other type of deposit.

    9. EXPLORATION

    Exploration for uranium has been going on in the White Canyon area since the late 1940s. Prospectors used Geiger counters to investigate outcrops of the Shinarump Sandstone. Several macroscopic guides to exploration were channel “scouring”, conglomerate pebble type and carbon content; all characteristic of the Shinarump Ss. Where the bench and slopes above the Shinarump were accessible, percussion, core, and rotary drilling were used to explore for and define channels that weren’t exposed in the outcrop. Access routes were constructed to the top of some mesas where deeper rotary drilling was used to access the Shinarump at depth. The history of exploration is closely tied to the AEC buying program, opening and closing of the several processing facilities in the region, and the fluctuation of the price of uranium. See Section 6 of this report for more detail.

    Rising global demand for alternative energy sources and associated price increases since the mid-2000s resulted in renewed interest in the uranium potential of southeastern Utah. In April 2007, Golden State entered into an agreement with White Canyon Exploration LLC whereby the uranium assets of each company would be merged into a separate entity to be listed on the ASX. Information on hand regarding the uranium assets of White Canyon Exploration indicated that the Daneros project had been subject to extensive shallow drilling for uranium by UP&L. As a result of their exploration in the 1970s and 1980s UP&L estimated historical ‘reserves’ at the Daneros project. After consolidating the portfolio of properties and prospects White Canyon initiated confirmation drilling at its Daneros project in June, 2007, to confirm the presence and location of previously outlined uranium mineralization on the claims. Other exploration activities included reconnaissance site visits and the compilation and preliminary assessment of the historical exploration database. Based on the success of this initial drilling, 38 more holes were drilled in 2008, which provided the basis for mineral resource estimates relied upon by White Canyon to commence mine development work at Daneros.

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    EFI is reviewing plans for additional definition and exploration surface drilling in the Daneros area. The drill hole subset of the total drilling on the EFI property that defines the resources is discussed later in this report in Section 14.

    10. DRILLING

    10.1 INTRODUCTION

    In the early 1950s, the US Atomic Energy Commission conducted exploratory drilling in the White Canyon area resulting in a number of promising uranium discoveries. The area in and around Bullseye Canyon, where Daneros is located, has been a target of this exploration drilling since that time.

    Also during the AEC exploration programs, companies were encouraged to mine exploration drifts along promising geologic trends or channels. As part of this exploration drifting, a company would drill “exploration long-holes” underground, to better define a chosen mineralized zone. Several of these prospects around the EFI property were drilled in this manner. The Spook Prospect, the Bullseye Prospect and the Cove (Lark) Prospect were all mined and drilled in this manner along the Cairns Channel (Texas Zinc and Minerals Map of 1961).

    Between 1975 and 1985 Utah Power & Light (UP&L) explored within and around Bullseye Canyon. UP&L drilled 595 diamond drill holes with an average depth of 510 feet and, following industry standard procedures, logged all holes using down-hole geophysical (gamma) probes to identify radioactive horizons. Anomalous horizons were sampled and analysed for uranium.

    WCU began drilling programs in Bullseye Canyon during 2007. The first program drilled 8 holes within the five Daneros claims. A second program, in 2008 drilled 16 diamond drill holes and 1 rotary drill hole. Finally, a third program, also in 2008, drilled 11 diamond drill holes and 9 rotary drill holes.

    10.2 DRILLHOLE INFORMATION AND VERIFICATION

    10.2.1 SURVEYING, LOCATION, AZIMUTH AND DIP

    EFI received an electronic database from WCU containing both the results of their recent drilling programs (Daneros holes) as well as a spread-sheet containing name, location and interval grade data of the historic UP&L data. The UP&L data were in the Utah State Plane coordinate system (UT-S, NAD 27) and the Daneros collar data was in UTM Zone 12-S meters, NAD83.

    EFI maintains all its drilling, mining and survey data in Utah State Plane NAD83, South zone feet for all its projects in southern Utah. Therefore, it was necessary to convert all data, both recent and historic to the current coordinate system.

    The database received contained a confusing set of tables of these two data sets, as both datasets had had their drill hole collars converted from state plane to UTM (by previous workers). EFI used its own state certified surveyors to survey in the collars of as many of the drill holes as they could find. All the DAN holes were easily found as well as several of the historic drill hole collars on the east side of Bullseye Canyon.

    The surveyed Daneros collars were compared to the surveyed collars provided by WCU for the DAN drill holes and were found to agree. EFI also received and electronic file; “UPL_Drillholes_Formatted_Final_LK.xlsx” which contained the collar information for the UP&L drill holes in their original coordinate system; UT-S. AutoCAD Civil 3D was then used to convert the drill hole collars of the historic drill holes to the current coordinate system and compared the results to the current survey of several historic drill hole collars. After slight adjustments for rotation between the two state plane coordinate systems, it was found that the converted drill hole collars fell within two feet of the surveyed collars. EFI considers its conversion method, as well as its survey method, sound, and as a result considers the historic UP&L data set satisfactory for use in this report.

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    10.2.2 CURRENT DRILLING INFORMATION

    The recent drilling by WCU is described very well in the “Report on Drilling Operations 2007 & 2008” complied by Jane Coll, Christophe Derrien & John Hasleby, 2008. Following is an excerpt from that report describing the particulars of WCU’s recent drill programs.

    Drilling programs in 2007 and 2008 were planned to confirm uranium mineralization defined by Utah Power & Light Company in the 1970s. The initial drilling programme (DAN001 to DAN008) was completed using a Gardner Denver GD1000 kelly-drive vintage drilling rig operated by Jick Taylor of Reliance Resources LLC, using a tricone bit. Sample return was by air to a depth of approximately 120 feet, whereupon damp drilling and poor sample recovery required water injection. This level probably represents a local perched water table represented locally by Bullseye Spring. There was insufficient water at this level to produce water to the surface. It was the intention that all holes be probed and also geochemically sampled. Very poor sample recovery and massive contamination during water injection meant that sample return was of such poor quality that it was even difficult to log the holes accurately. It was decided that collected samples not be consigned to the laboratory, since the results would be meaningless. It was decided that subsequent drilling be cored.

    Steve Kissner of Kissner Drilling, using a Longyear 38 trailer mounted diamond drilling rig, completed holes DAN009 to DAN011, and DAN014 to DAN020, during the period 17 March to 8 April 2008. DAN012 and DAN021 were not cored (pre-collars intersected the ore horizon). The pre-collars for the Longyear 38 holes were completed by the Reliance Resources rig.

    Subsequently, the Reliance Resources rig, equipped for diamond coring with a 2” (~NQ2) bit, completed DAN013, DAN022, DAN024 and DAN025. Holes were drilled with a tricone bit to the interpreted top of the Shinarump Member. A core barrel was run on the end of the rotary rod string and the interval cored into the Moenkopi mudstone basal unit. On a number of occasions the rig drilled out the mineralized interval while still in rotary mode. Core is therefore not available for these holes.

    DAN023, DAN027, DAN034 to DAN038, and DAN040 to DAN052 were completed by the Reliance Rig in a final campaign from late April to July 2008. Hole DAN007 collapsed before it could be probed. Subsequent attempts to drill the area near location of DAN007, with holes DAN012 and DAN045, also failed due to ground stability conditions downhole. The holes are located on a slipped block, visible on aerial photography and noted on the geology map. The zone of instability is interpreted as the faulted bottom margin of the landslip.

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    Proposed holes DAN026, DAN028 to DAN033 and DAN039 were not drilled.

    EFI has combined both the recent drilling by WCU with the appropriate historic drill hole data from UP&L to create the database used for this report. All historic drill holes not in the immediate vicinity of the Daneros claim group have been removed from consideration. No hard copy information could be found (drill logs) for the historic UP&L drill hole data therefore the data could not be verified.

    EFI imported the dataset into Vulcan 3D Mine Modelling software and ran validation checks on the down hole data (repeating intervals, overlapping intervals, increasing values, etc.) as well as the collars (2D checks for unique coordinate locations and 3D checks for collars at the surface) and minimal corrections were needed to make the data set sound. The data set was then used to create the following resource estimate for the Daneros Prospect.

    10.2.3 DOWNHOLE SURVEY INFORMATION

    EFI received the database “White Canyon Database.accdb” from WCU as part of the data transfer after the purchase. Down hole survey data was extracted from the table “ atblDHSurvey ” for the Daneros holes, where surveyed. For the historic drill holes from UP&L, it was assumed that the holes were vertical and an assumed survey of straight down was assigned them. It should be noted that, having reviewed the actual down hole survey for the Daneros holes, lateral deviation at Daneros is minimal.

    10.2.4 HISTORICAL DRILLING INFORMATION

    EFI received a hard copy of a report titled, “ Utah Power and Light, Uranium Properties, White Canyon Mining District, San Juan County, Utah, Parts 1 and 2, March 1985.” as part of the file/data transfer following the purchase of the property. An electronic version of this file was found to be called “UPL_Drillholes_Formatted_Final_LK.xlsx” . The entire collection of drill holes totalled 2,036 drill holes, not including the recently drilled Daneros holes. As the dataset in the above spreadsheet was found to be consistent with the hard copy of the same, all drill holes were extracted from the file in the Utah State Plane coordinate system UT-S. The collars were then converted to EFI’s current coordinate system (UT83-SF) using AutoCAD.

    The final dataset of historic drill holes from the UP&L source totals 243 holes. These were combined with the “DAN” holes to create the database used for resource modelling in this report.

    10.2.5 CURRENT ASSAY INFORMATION

    All down hole grade data used for this report is based on gamma probe results. Energy Fuels received the raw data file for the Daneros drill hole set from Hawkins Geophysical. The data were processed using Gamlog which converts cps (counts per second) data into equivalent eU 3 O 8 . All factors affecting the gamma flux down hole are accounted for using the Gamlog program and the results are industry standard acceptable. None of the assay data acquired for the Daneros drill holes was used in this report. That data remains to be verified.

    10.2.6 HISTORICAL ASSAY INFORMATION

    EFI received the data file “UPL_Drillholes_Formatted_Final_LK.xlsx” during the purchase of the property. The interval grade data in this spreadsheet is reported as “radiometrics” as is considered composited interval data based on original gamma readings from down hole geophysical surveys. Therefore, there is no known assay data for the historic drillholes used in the database. No original data could be located for the gamma reported in the above table either, therefore that information could not be verified. It is recommended that EFI locate and re-probe some of the historic drill holes, if possible, to validate the data.

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    10.2.7 GAMMA READINGS

    All down hole grade data used for this report is based on gamma probe results. EFI received the raw data file for the Daneros drill hole set from Hawkins Geophysical. The data were processed using Gamlog which converts cps (counts per second) data into equivalent eU 3 O 8 . All factors affecting the gamma flux down hole are accounted for using the Gamlog program and the results are industry standard acceptable.

    11 SAMPLE PREPARATION, ANALYSES AND SECURITY

    Industry standards for uranium exploration in the western United States are based almost completely on the gamma logging process with a number of checks, including: 1) frequent calibration of logging tools, 2) core drilling and chemical analysis of core as a check on gamma log values and the potential for disequilibrium; 3) possible closed-can analysis as an adjunct to chemical assays; and 4) possible gamma logging by different tools and/or companies.

    Energy Fuels used the GAMLOG computer program to interpret gamma-ray logs. The GAMLOG program was developed by the U.S. Atomic Energy Commission. The essence of the method is a trial-and-error iterative process by which U 3 O 8 grades are determined for a series of 1/2-foot or 1-foot layers which can be considered to comprise the zone under analysis. The objective of the iterative process is to find a grade for each separate layer such that an imaginary set of separate gamma-ray anomalies (one from each separate layer) could be composited to form an over-all anomaly which would closely match the real anomaly under analysis. Energy Fuels accepts the validity of the GAMLOG program.

    There are no specific provisions for security of data or samples other than those employed for confidentiality. The previous property owner, Denison Mines, is deemed to have met or exceeded industry standards for the exploration program.

    12 DATA VERIFICATION

    12.2 QA/QC PROCEDURES AND PROTOCOLS

    All uranium exploration technical information is obtained, verified and compiled under a formal QA/QC assurance and quality control program in the southwestern United States. The following details the protocols used by all Energy Fuels staff and consultants.

    12.2.3 PROCESSES FOR DETERMINING URANIUM CONTENT BY GAMMA LOGGING

    Exploration for uranium deposits in the southwest United States typically involves identification and testing of permeable sandstones within reduced sedimentary sequences. The primary method of collecting information is through extensive drilling and the use of down hole geophysical probes. The down hole geophysical probes measure natural gamma radiation, from which an indirect estimate of uranium content can be made.

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    The radiometric (gamma) probe measures gamma radiation which is emitted during the natural radioactive decay of uranium. The gamma radiation is detected by a sodium iodide crystal, which when struck by a gamma ray emits a pulse of light. This pulse of light is amplified by a photomultiplier tube, which outputs a current pulse. The gamma probe is lowered to the bottom of a drill hole and data is recorded as the tool is withdrawn up the hole. The current pulse is carried up a conductive cable and processed by a logging system computer which stores the raw gamma counts per second (“cps”) data.

    If the gamma radiation emitted by the daughter products of uranium is in balance with the actual uranium content of the measured interval, then uranium grade can be calculated solely from the gamma intensity measurement. Down hole cps data is subjected to a complex set of mathematical equations, taking into account the specific parameters of the probe used, speed of logging, size of bore hole, drilling fluids and presence or absence of and type of drill hole casing. The result is an indirect measurement of uranium content within the sphere of measurement of the gamma detector.

    The basis of the indirect uranium grade calculation (referred to as "eU 3 O 8 " or "equivalent U 3 O 8 ") is the sensitivity of the sodium iodide crystal used in each individual probe. Each probe's sensitivity is measured against a known set of standard "test pits," with various known grades of uranium mineralization, located at the DOE's Grand Junction, Colorado office. The ratio of cps to known uranium grade is referred to as the probe "K-Factor", and this value is determined for every gamma probe when it is first manufactured and is also periodically checked throughout the operating life of each probe. Application of the K-Factor, along with other probe correction factors, allows for immediate grade estimation in the field as each drill hole is logged.

    12.2.4 CORE SAMPLING, PROCESSING, AND ASSAYING

    Core samples are collected for a number of purposes: verification of lithology as determined from geophysical logging and examination of drill cuttings; determination of uranium content as a general check of gamma probing to determine if gamma measurement and chemical uranium content are close to balance ("radiometric disequilibrium"); whole rock analysis; and specific geochemistry for uranium species and other minerals of interest. Typically core is only taken over select intervals of interest as identified from logging of drill holes. This reduces the amount of core through barren zones or horizons of no interest and greatly reduces overall exploration costs.

    Core diameter is typically 2½ – 3¼ inches. For zones selected for laboratory analyses, one half of the core will normally be used. The minimum length of core submitted is usually one foot and the maximum length per sample is two feet. Sample intervals are selected by geologists in the field based on lithology, oxidation/reduction, and uranium grade (from gamma logging and from hand-held gamma counters).

    Core samples are prepared at White Mesa. Samples are crushed and then ground to -200 mesh. The sample pulps are split to 250 to 300 grams for laboratory work.

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    12.2.5 QUALITY ASSURANCE AND QUALITY CONTROL MEASURES

    Drill hole logging is conducted by Energy Fuels in-house personnel, in general. The logging capabilities are designed specifically to meet Energy Fuel's logging requirements in the southwest United States. The tools, and a complete set of spares, were manufactured by Mount Sopris Instrument Company in Golden, Colorado. EFI has retained the services of a senior geophysical consultant to oversee training, implementation, and quality control protocols for the southwest United States' operations. All tools are checked and calibrated before being used, and a variety of system checks and standards are also established for routine checking and calibration of tools.

    Drill hole logging data is stored on digital media in the logging truck at the exploration sites. The digital data is periodically brought in from the field locations to the Egnar, Colorado field office. The raw and converted logging data are copied and then sent via e-mail to Energy Fuel's Denver office, where all data is checked and reviewed.

    Samples of core are chosen on the basis of radiometric data collected during core logging. This radiometric data is obtained by using a hand held scintillometer. The general concept behind the scintillometer is similar to the gamma probe except the radiometric pulses are displayed on a scale and the respective count rates are recorded manually by the geologist logging the core. The hand-held scintillometer provides quantitative data only and cannot be used to calculate uranium grades. However, it does allow the geologist to identify uranium mineralization in the core and to select intervals for geochemical sampling.

    Additional samples are collected above and below the horizons of interest in order to "close-off" sample intervals. Sample widths are selected according to radiometric values and lithologic breaks or changes. All reasonable efforts are made to ensure that splitting of the core is representative and that no significant sampling biases occur. Once the sample intervals are identified, an exclusive sample number is assigned each interval and recorded by the on-site geologist.

    After the geological logging of the core and sample selection, all of the selected sample intervals of drill core are split longitudinally at the drill site. One half of the core is placed in a new sample bag along with a sample tag corresponding to the sample number. The other half of the core is re-assembled in the core box and stored for future reference. Samples are stored at the Egnar, Colorado office under the supervision of the project geologists and delivered to either White Mesa or an analytical lab for preparation. As standard procedure, field duplicates are included in assay suites sent to the laboratories, and reference samples are used to verify laboratory controls and analytical repeatability.

    13 MINERAL PROCESSING AND METALLURGICAL TESTING

    The ore mined from the Daneros Mine over the past year and half has been successfully milled at the White Mesa Mill. See Section 17, Recovery Methods, of this report for more information on the milling process.

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    14 MINERAL RESOURCE ESTIMATES

    14.2 GENERAL STATEMENT

    EFI has prepared resource estimates for the Daneros Project, located in Bullseye Canyon of southeastern Utah. This resource estimate was prepared using both historical as well as recent data. Herein are presented the raw data and model wireframe creation methods. The suitability of the interpolation technique and search strategies is also presented. Table 14-1 presents EFI’s resource estimates for this property.

    EFI created a wireframe model of the mineralized zone based on the outside bound of a 0.15% eU 3 O 8 GT contour as well as the stratigraphic boundaries within which the known mineralization occurs; the Shinarump Sandstone member of the Triassic Chinle Formation. The raw data in the DAN database was composited over 2 foot run-length intervals to generate a preliminary database necessary to create a preliminary block model. A 0.15% eU 3 O 8 grade-shell was created and superimposed upon the boundaries of the GT contour and the stratigraphic surfaces to create a wireframe model of the mineralized zone in which to place the following block model and grade interpolation.

    TABLE 14-1. INFERRED MINERAL RESOURCES – JULY 2012
    Energy Fuels Inc– Daneros Deposit

    DEPOSIT TONS %e U 3 O 8 LBS
    DANEROS 156,600 0.263 824,109
       

    Notes:

    8)

    Mineral Resources were classified in accordance with CIM Definition Standards.

    9)

    Cut-off grade was 0.15% eU 3 O 8 .

    10)

    Mineral resources have not been demonstrated to be economically viable.

    11)

    Grades were converted from gamma-log and assay data and presented in equivalent U 3 O 8 (eU 3 O 8 ).

    12)

    A grade-shell wireframe at 0.15% eU 3 O 8 was used to constrain the grade interpolation.

    13)

    All material within the wireframe is included in the estimate.

    14)

    High grades were capped at 0.8 % eU 3 O 8 .

    EFI believes this resource estimate has been prepared using industry standard best practices and is therefore, acceptable.

    14.3 DANEROS RESOURCE ESTIMATE

    14.3.3 RESOURCE DATABASE AND VALIDATION

    The EFI Daneros database contains two sets of drill holes totaling 300 drill holes, totaling 141,087 feet. Drill holes in the DAN series have had downhole as well as collar surveys, down-hole gamma and resistence surveys and, where available, have had their core assayed. The second set of drill holes are named the “125” series and the “LR” series holes. This last set of holes is historic in nature and their locations, as well as their reported gamma-logged intervals are historic and the down-hole data contained could not be verified.

    The historic database was received in both paper form, as a table, as well as in electronic form as an excel spreadsheet compiled by WCU. Several collars of the historic holes were surveyed by Energy Fuels surveyors and the group was adjusted in Vulcan to reflect the translation between UT-S (NAD 27, Utah South, State Plane) and UT83-SF (NAD 83, Utah South, State Plane) coordinate systems. After the adjustment, several holes were checked to validate the collar locations. All surveyed collars fell within a two foot radius of the adjusted collars and EFI considers this acceptable accuracy for placing the collars of the second, historic set of drill holes. Energy Fuels finds the complete database acceptable for use in the resource estimation.

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    All drill holes in both sets makeup the drill hole database for the inferred resources reported herein. The database is made up of the four files; DAN_COLLARS_CLN.csv, DAN_GRADE_CLN.csv, DAN_SURVEY_CLN.csv and DAN_STRAT_CLN.csv. EFI imported these files into Vulcan 3D Mine Modeling software to perform the resource estimation. The database was verified with the following checks; unique collar location, proximity to the surveyed surface, overlapping intervals and increasing and decreasing values (depth, from and to). All drill holes passed all validations before the database was considered sound. Table 14-2 is a summary of the drilling database records.

    TABLE 14-2. EFI DANEROS DATABASE RECORDS
    EFI – Daneros Project

      # of
    Table Name Records
    DAN_COLLAR_CLN 286
    DAN_SURVEY_CLN 836
    DAN_GRADE_CLN 1,251
    DAN_STRAT_CLN 639

    The 1,251 eU 3 O 8 values reflect gamma readings along the length of the drill holes. The readings were taken at regular 0.5 foot intervals for the Daneros dataset. It is assumed that the “125” and “LR” datasets were also logged in the same manner, however, grade was only reported for the mineralized interval. Table 14-3 shows the descriptive statistics for the Daneros raw grade dataset.

    TABLE 14-3. STATISTICS FOR DANEROS RAW eU 3 O 8 VALUES
    EFI – Daneros Project

    Raw Grade %e U 3 O 8  
    (all values)  
    Mean 0.151
    Median 0.029
    Standard Deviation 0.520
    Sample Variance 0.270
    Minimum 0.000
    Maximum 8.746
    Count 1251

    EFI considers the database suitable for a resource estimation.

    14.3.4 CUT - OFF GRADE

    As of July 17, 2012, the operating costs for uranium production from Daneros are approximately $300.00 per ton of ore grade material. The costs break down thus:

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    Trucking $20/ton
    Mining $135/ton
    Milling $144/ton

    EFI assumes a reasonable price for their product, U 3 O 8 at $60/lb considering both the spot price as well as long term contract prices. Therefore, 0.15% U 3 O 8 is considered a reasonable cut-off grade to ensure profitability.

    14.3.5 GEOLOGICAL INTERPRETATION AND 3D MODELLING

    EFI considers the base of the Shinarump Sandstone to be the lowest horizon at which economic mineralization occurs in the Bullseye Canyon area and therefore represents a solid boundary beyond which (above) compositing of the Daneros database should begin. The data were composited on two foot run-length intervals within the solid model of the Shinarump Sandstone and not beyond. In this manner only that material within the model is considered for the resource estimate. The GT contour provided a convenient guide showing where the most promising mineralized intercepts were located relative to one another.

    Figure 14-1. Daneros gradeshell at 0.15% eU 3 O 8 at the base of the Shinarump Sandstone Member of the Chinle Formation.

    A solid model representing the entire Shinarump member of the Chinle Formation was created into which a block model could be constructed and a resource estimation carried out. Within the model a 0.15% eU 3 O 8 wireframe grade-shell was constructed based on the search criteria and was used as the final boundary of the mineralization. The resource within the 0.15% eU 3 O 8 wireframe is reported as the inferred resource for the Daneros Project.

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    14.3.6 GRADE CAPPING

    Figure 14-1 is a cumulative frequency plot of the Daneros raw eU 3 O 8 data. There are several population breaks present with the most significant being at approximately the 97th percentile corresponding to a grade of 0.8% eU 3 O 8 . Energy Fuels considers this a reasonable capping level to avoid the adverse effects of high grade outliers on the data population. Grades above 0.8% eU 3 O 8 were assigned this value and remain a part of the working dataset. Capping the raw grade dataset at 0.8% eU 3 O 8 set back fifty values or 4% of the individual data in the dataset.

     

    14.3.7 STATISTICS FOR THE DANEROS MODEL

    TABLE 14-4. DESCRIPTIVE STATISTICS FOR THE DANEROS COMPOSITED DATASET

    EFI– Daneros Project 
    Composites a fter cappin g at 0.8% U 3 O 8
    Mean 0.086
    Median 0.033
    Standard Deviation 0.134
    Sample Variance 0.018
    Minimum 0.000
    Maximum 0.800
    Count 1407

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    Table 14-4 shows the descriptive statistics for the Daneros composited dataset. The standard deviation (below the cut-off) and the sample variance are reasonable. EFI considers the capping level appropriate and the compositing from the bottom of the mineralized zone, up, appropriate treatments for the Daneros data. The composited dataset was used to estimate the grade of the Daneros block model.

    14.3.8 COMPOSITING

    All grade data in the database was originally collected in 0.5 foot intervals. Most of the data in the Daneros database was reported as interval data, meaning specific intervals along the drill hole which met a specific grade criteria were recorded as that interval. As the base of the sandstone within which the mineralization occurs is known to be a barrier to mineralizing fluids and because the majority of the mineralization in Bullseye Canyon is found at the base of this sandstone, the grade data were composited from the end (bottom) of the hole, up, to better reflect the actual grade with the mineralized horizon.

    Figure 14-2 shows a typical cross section in the Daneros Deposit showing these relations and some composites with grade.

    Figure 12 - 2. Typical cross section through the Daneros deposit showing Shinarump Sandstone, the 0.15% grade-shell and the composited intervals within.

    14.3.9 DANEROS INTERPOLATION

    Energy Fuels used Inverse Distance Squared (ID2 ) to interpolate the grade into the block model. The search strategy restricted the interpolation to those blocks within the grade-shell wireframe. Figure 14-5

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    Figure 14 - 3. Cross section through the block model showing grade difference inside the grade-shell relative to those blocks outside the grade-shell.

    As a category model would not be included in this report, no variography was run to investigate preferred orientation relative to grade values. However, as the grade in conglomerate type uranium deposits has shown a proclivity to follow “channels”, the block model was oriented such that it reflects the general direction and dip of the suspected channel structure in the immediate vicinity of the Daneros deposit.

    14.3.10 DANEROS BLOCK MODELING

    EFI used Vulcan 3D Mine Modeling software to create the resource estimate.

    A block model was created where each block was 50 ft by 50 ft by 5 ft, with 5 ft by 5 ft by 2.5 ft sub-blocks. The model origin is at 2021000 ft. E, 10177000 ft. N, and 5730 ft. elevation in the Utah State Plane Coordinate System, NAD 83, South zone. The preliminary block model is oriented at 42 degrees azimuth to reflect the direction of the suspect channel splay and extends for 10,000 ft in the northeast direction, 10,000 ft in the northwest direction and 400 ft in elevation. The final block model was restricted to within the gradeshell.

    14.3.10.1 DANEROS VOLUME COMPARISON

    The volume of the final block model is 2,462,125 cubic feet whereas the volume of the grade-shell wireframe is 2,197,913 cubic feet Those portions of the block model which extend beyond the outside boundary of the gradeshell are not included in the resource.

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    Table 14-4. Daneros Interpolation Parameters
    EFI – Daneros Project

    INTERPOLATION STRATEGY     Axis/Description
    Search Ellipse 75 (ft.) major
      50 (ft.) semi-major
      5 (ft.) minor
    Orientation Azimuth 42 degrees
      Plunge 2 degrees
    Maximum samples per hole per estimate   2  
    Minimum samples per hole per estimate   5  
    Maximum samples per Estimate   6  

    14.3.10.2 DANEROS GRADE COMPARISON

    Average grade was compared between the raw eU 3 O 8 values, the average composite values and the average grades of the blocks. For Daneros, the respective values are 0.15 %, 0.227 % and 0.244 %. It is recommended that further study is done with respect to the search strategy and interpolation method.

    14.3.11 DANEROS CLASSIFICATION OF THE MINERAL RESOURCE

    All resources are reported as Inferred Mineral Resources.

    15 MINERAL RESERVE ESTIMATED

    The current report does not assign any of the known Inferred Mineral Resources to a Mineral Reserve category.

    16 MINING METHOD

    The mining of all resources in the Daneros Project are by conventional underground methods. These methods have been used very successfully in the region for over 70 years. The nature of the Shinarump uranium deposits require a random room and pillar mining configuration. The deposits have irregular shapes and occur within several close-spaced, flat or slight-dipping horizons. Uranium mineralization often rolls between horizons. The use of rubber-tired equipment allows the miners to follow the ore easily in the slight dips and to ramp up or down to the other horizons. The deposit is accessed from the surface through a 450 feet long decline at a gradient of -15%. The Shinarump sandstones are usually quite competent rock and require only moderate ground support. The overlying mudstones are less competent, so the decline is often supported by square set timber or steel arch and timber lagging. The Shinarump deposits are usually thinner than the mining height needed for personnel and equipment access. Therefore, the ore is mined by a split-shooting method.

    The split-shooting mining method involves assessing each face as the stopes advance by the mine geologist, engineer, mine foreman, or experienced lead-miner. Because the grades and thickness of the typical Shinarump uranium deposits are highly variable, they are usually unpredictable from one round to the next. (A round is a complete mining cycle of drill-blast-muck-ground support, if needed to be ready to drill again; a normal round advances a face about 6 feet.)

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    Typically, the thickness of the mineralized material is less than the height needed to advance the stope. As the stope face is being drilled, the blast holes are probed with a Geiger Counter probe in order to estimate the U 3 O 8 grade. The uranium-vanadium mineralization is usually dark gray to black. The mineralization sometimes rolls, pinches or swells, or follows cross-beds within the sandstone. Therefore the miner will also use drill cutting color as a criterion to help guide blast hole direction and spacing. This irregular habit of the deposit can result in holes collared in mineralized material ending in waste, or, conversely, holes collared in waste will penetrate mineralized material much of their length.

    Based on the results of the assessment of the blast holes drilled in the face, the round will be loaded and shot in two or more stages. Depending on the location and thickness of the mineralized material in the face (there may be multiple mineralized layers); the miner will attempt to blast either only mineralized material or only waste rock. They will muck it out as clean as possible, then shoot the remaining rock and muck it cleanly. In resource estimates, one foot of waste is added to the mineralized material for dilution because of this method. The amount of waste rock shot before or after the mineralized material results in typical stope heights of eight-to-nine feet. The minimum height needed to advance the stope is about seven feet, so any drill intercept greater than seven feet does not receive dilution in resource estimate calculations.

    As with the split-shooting method of mining, resuing mining involves very selective separation of the waste rock from the ore. Ore grade material is determined by probing drill holes in the face of the stope. In resuing, waste is blasted or otherwise removed from one side of the ore zone. The ore in that zone is then extracted, thereby leaving any waste on the other side of the ore zone in place. If additional stope space is needed or a second ore zone occurs behind the remaining waste, that waste is removed without dilution to the ore zones. The lower limit of waste volume that can be extracted without disturbing ore is a function of the precision with which waste areas of the drill pattern can be selectively blasted without unduly increasing mining costs.

    The mine also employs a underground long hole exploration drilling program, reaching out as much as 400 feet ahead of and adjacent to the workings, as guided by the mine geologist.

    17 RECOVERY METHODS

    The milling operation involves grinding the ore into a fine slurry and then leaching it with sulfuric acid to separate the metals from the remaining rock. Uranium and vanadium are then recovered from solution in separate solvent extraction processes. The uranium is precipitated as a U 3 O 8 concentrate, “yellow cake”, which is dried and sealed in 55-gallon steel drums for transport off-site.

    17.2 General

    The White Mesa Mill owned by EFI is located six miles south of Blanding, Utah, 65 road miles from the Daneros Mine. Its construction by Energy Fuels Nuclear Inc. was based on the anticipated reopening of many small low-grade mines on the Colorado Plateau, and the mill was designed to treat 2,000 tons of ore per day. The mill has operated at rates in excess of the 2,000 tons per day design rate.

    Construction commenced in June 1979 and was completed in May 1980. The mill has been modified to treat higher grade ores from the Arizona Strip, as well as the common Colorado Plateau ores. Processing of Arizona Strip ores is typically at a lower rate of throughput than for the Colorado Plateau ores. The basic mill process is a sulphuric acid leach with solvent extraction recovery of uranium and vanadium. Since 1980, the mill has operated intermittently in a series of campaigns to process ores from the Arizona Strip as well as from a few higher grade mines of the Colorado Plateau, and alternate feed materials during intervals when mine production is small or nonexistent. Overall, the mill has produced approximately 30 million pounds U 3 O 8 and 33 million pounds V 2 O 5 .

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    17.3 Grinding and Leaching

    Run-of-mine ore is reduced to minus 28 mesh in a six-foot by 18-ft. diameter semiautogenous grinding (SAG) mill. Leaching of the ore is accomplished in two stages: a pre-leach and a hot acid leach. The first, or pre-leach, circuit, consisting of two mechanically agitated tanks, utilizes pregnant (high-grade) strong acid solution from the countercurrent decantation (CCD) circuit which serves both to initiate the leaching process and to neutralize excess acid. The pre-leach circuit discharges to a 125-ft.thickener where the underflow solids are pumped to the second stage leach and the overflow solution is pumped to clarification, filtration, and solvent extraction circuits. A hot strong acid leach is used in the second stage leach unit, which consists of seven mechanically agitated tanks having a retention time of 24 hours. Free acid is controlled at 70 grams per litre and the temperature is maintained at 75 o C. Leached pulp is washed and thickened in the CCD circuit, which consists of eight high-capacity thickeners. Underflow from the final thickener at 50% solids is discharged to the tailings area. Overflow from the first thickener (pregnant solution) is returned to the pre-leach tanks.

    17.4 Solvent Extraction

    The solvent extraction (SX) circuit consists of four extraction stages in which uranium in pregnant solution is transferred to the organic phase, a mixture consisting of 2.5% amine, 2.5% isodeconal, and 95% kerosene. Loaded organic is pumped to six stages of stripping by a 1.5 molar sodium chloride solution, and thence to a continuous ammonia precipitation circuit. Precipitated uranium is settled, thickened, centrifuged, and dried at 1,200 oF. The final product at about 95% U 3 O 8 is packed into 55-gallon drums for shipment.

    18 PROJECT INFRASTRUCTURE

    The Daneros Mine portal area is accessed by a gravel-covered side road off of Radium King Road (a county-maintained gravel road). The mine facilities consist of a modular trailer for the mine office, two reinforced mine portals, a generator building, and an equipment storage and maintenance building. Two ventilation shafts daylight on the topographic bench above the mine. The bench above the mine, where past drilling also had been conducted, is accessed by a dirt road connecting to the mine access road south of the mine portal area.

    19 MARKET STUDIES AND CONTRACTS

    The uranium market is followed closely by two consulting firms: UxC and TradeTech. Each of these reports spot and long term prices for U 3 O 8 on a weekly basis. Additionally, many securities and investment banking firms provide ongoing analysis and outlook for uranium supply, demand, and prices in the future.

    Based upon the ongoing review of these several sources of information by EFR staff, the shortfall in uranium production will be significant for the reasonably foreseeable future. Until about 2015-2016, that shortfall will be covered with drawdowns from various forms of inventory. After that, demand can only be covered by a significant increase in primary production. The need for higher prices to generate this additional production leads to an expectation for higher prices for U 3 O 8 , surpassing the current quotedprices of $51.50 for the spot market, and $62.00 for the long term contract market.

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    Because of the very high value of the commodity, the uranium market is a totally global market without any freight cost barriers to product movement. Uranium produced anywhere in the world can readily find its way to a market for nuclear fuel.

    Uranium market prices have rebounded from lows of $10.00 per pound in the mid-1990s to recent values around $50 per pound (July 2012). Some of the factors influencing the uranium price are:

    • A weak U.S. dollar compared to the currencies of the producer nations
    • Disruptions in the uranium supply chain
    • Reduced commercial uranium inventories
    • Russia’s withdrawal from the uranium concentrates market
    • Increased demand for uranium
    • Market speculation

    Fundamentally, the outlook for uranium has improved since 2000 due to factors such as:

    • Global warming concerns from fossil fuel use
    • Improved safety records
    • Increasing efficiencies
    • Competitive costs
    • Continuing new reactor installations

    Although negatively impacted by the Japanese earthquake and tsunami in March 2011, the uranium market has held the $50/lb level since the disaster. The restart of two Japanese reactors with more expected to start over the summer along with the end of the Russian HEU agreement in 2012 all contribute to strong market fundamentals. It is now apparent that the market for uranium has moved from one driven by excess secondary supplies to one driven by primary production. The latest global uranium requirements estimate by World Nuclear Association (September 2011) show Reference Case projections of 177 million pounds U 3 O 8 in 2012 to approximately 226 million pounds U 3 O 8 in 2020.

    20 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT

    UEC gathered the necessary environmental data and submitted applications for approvals to open an underground mine at Daneros. A Plan of Operations was submitted to the BLM and was approved in May, 2009 (the "Daneros PO"), following which UEC commenced active mine development, including driving a decline into the main deposit at Daneros. The first loads of ore from Daneros were delivered to White Mesa Mill in December, 2009, and a toll milling campaign was conducted in the second half of 2010. Daneros is currently operated by EFI (through the use of contract miners), and ore from the mine is delivered to the White Mesa Mill and processed for EFI's account.

    The initial mine plan at Daneros involved driving twin declines (with the second decline for emergency escape and ventilation) into the center of the Daneros deposit and developing away from the entry point. Random room and pillar mining is employed, as is typical for the deposits in the local region. Mining utilizes rubber tired loaders and small trucks to transport ore to the surface, where it is loaded into over-the-road trucks, covered by a secure tarpaulin and transported to the White Mesa Mill.

    20.1 Permitting

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    The primary permits required for mining operations at Daneros include a mine permit issued by UDOGM and the Daneros PO approved by the BLM. The Daneros PO required document preparation and public notice of an EA. The permits obtained by UEC were for the initial stage of operations and contemplated eventual expansion of the mining operations, with the inclusion of additional surface area for support facilities. Daneros does not discharge any water, so no discharge permit is required.

    On July 28, 2011, the Southern Utah Wilderness Alliance filed a Notice of Appeal with the Interior Board of Land Appeals (IBLA) challenging BLM's Finding of No Significant Impact (FONSI) for Daneros' EA, requesting that IBLA set aside the FONSI and remand the EA to the BLM with instructions to prepare an EIS or to revise the EA. Denison has been added as an intervenor in this action and believes this challenge is without merit and should be dismissed. Responses were filed by BLM and Denison in early December, 2011, and a decision from IBLA is pending at this time.

    Following the White Canyon Acquisition, work commenced to modify the Daneros PO to expand the footprint of mine operations to support continued production from Daneros and adjoining properties. Expansion of surface facilities at Daneros will require an Air Permit from UDEQ, Division of Air Quality. Daneros has obtained all required approvals and authorizations for monitoring and reporting of radon emissions from the expanded mine and its vents under the Environmental Protection Agency’s ("EPA’s") National Emissions Standards for Hazardous Air Pollutants ("NESHAP") program. Daneros is in compliance with all data collection and reporting requirements under storm water and spill prevention programs.

    21 CAPITAL AND OPERATING COSTS

    The Daneros Mine has been a producing mine for about 18 months. The feasibility analysis, if any, conducted by the prior owner (WCU) which began the development and initial production is not available to Peters Geosciences. DMHC continued the production after their purchase of the property about 6 months later (June 2011), using the same mining contractor as WCU. The operating costs were apparently acceptable to DMHC because they kept the property in production for the next 12 months. EFI has owned the property for less than one month and is currently evaluating the economics. Recent direct operating costs have been approximately $135/ton for mining and $20/ton haulage to the White Mesa Mill. The mining cost is per ton of ore; therefore it includes the cost of sustaining development drifting and waste rock removed in the split-shooting process. Since the amount of drifting between mineralized pods and the thickness of ore/waste in each stope varies widely throughout the deposit, the direct mining cost is also variable over time. Milling of the ore at the White Mesa Mill was previously conducted in a campaign-fashion. More recently it is being blended with higher-grade ore from EFI’s Arizona 1 mine in Arizona, which is a breccia pipe deposit. As a result, the milling cost apportioned to the Daneros material has not been made available to Peters Geosciences.

    22 ECONOMIC ANALYSIS

    As mentioned in the previous section of this report, EFI is only in the early stage of conducting an in-house economic evaluation concerning the continuation of production from this property. This evaluation will include review of the current operating methods and costs. It will also include analysis of the most efficient milling method at White Mesa Mill. A projection of market prices for uranium will be assessed and an economic model developed. This work will lead to determination of Internal Rate of Return and Net Present Value of the project. Sensitivity analyses will follow.

    ENERGY FUELS INC.- THE DANEROS MINE PROJECT, WHITE CANYON MINING DISTRICT – SAN JUAN COUNTY, Page 30  
    UTAH – NI 43-101 TECHNICAL REPORT July 2012  

    23 ADJACENT PROPERTIES

    None of the other historic mines in the White Canyon District are currently producing. Several other parties own claims or control Utah state leases near or contiguous to the EFI property. Mapping of Shinarump channels in the district by previous workers indicate that some of the surrounding property has seen past production and could have potential. EFI has not quantified any remaining resources on any of these properties. Ted Thompson holds the mineral lease on Utah State section 32, T 36S, R16E about 1 ½ miles to the northeast and Mitch and Deryl Shumway hold the mineral leases on section 2, T37S, R15E which is 1 ½ miles to the west. The owners of record holding unpatented claims on the BLM land near Daneros are: Charlie Helquist and Tamra Cordasco (Rock claims), R.D. Carroll, John Cortes, and Todd McDougall (BS claims), and Russell Helquist, Craig Swenson, and the Beverly Vowell Family Trust (Lazy Dog claims) to the east of the Daneros. To the west, Lyndon Kunde owns the Sir Snapper claims.

    24 OTHER RELEVANT DATA AND INFORMATION

    No other information is known beyond that referenced or discussed elsewhere in this report.

    25 INTERPRETATION AND CONCLUSIONS

    Mr. Peters has reviewed the EFI resource estimates and supporting documentation and is of the opinion that classification of the mineralized material as Inferred Mineral Resources meets the definition stated by NI 43-101, and also meets the definitions and guidelines of the CIM Standards on Mineral Resources and Reserves (adopted by the CIM Council on December 30, 2005).

    There is potential to expand the estimated resources with additional surface drilling and underground development and longhole drilling. EFI is planning on utilizing these techniques in the coming years to better define uranium-bearing material suited for extraction. No documented economic analysis has been performed to date which supports classification of any of the Inferred Mineral Resources as reserves.

    26 RECOMMENDATIONS

    The Author recommends that EFI proceeds with the following efforts as the Daneros Project expands its workings toward other mines in the vicinity and plans future production.

    Permitting

      1)

    Obtain necessary state and county permits to allow surface facilities and the mine to be expanded as needed. (Estimated $200,000)

    Exploration

      1)

    Perform surface drilling to confirm resources and connectivity of resources in the Shinarump paleochannel system, of which the Daneros Mine is a part, where mineralization is known, but distribution still is uncertain. (Estimated $400,000)

      2)

    Perform underground longhole drilling to determine in advance of mining where likely resources exist and where accordingly to drive mine headings to best access these resources. (Estimated $100,000)

    Mine Development

    ENERGY FUELS INC.- THE DANEROS MINE PROJECT, WHITE CANYON MINING DISTRICT – SAN JUAN COUNTY, Page 31  
    UTAH – NI 43-101 TECHNICAL REPORT July 2012  


      1)

    Continue advancing mine headings toward the Lark Mine and previously defined mineralization to the north of the Daneros Mine in order to access known and potential resources in these areas. (Estimated $800,000.)

    In addition, EFI should perform a preliminary feasibility analysis (PFA) to convert Inferred Mineral Resources into Measured and/or Indicated mineral resources or even probable and/or proven Mineral Reserves. (Estimated cost for the PFA = $100,000).

    27 REFERENCES

    Chenoweth, W. L., 1993, The Geology and Production History of the Uranium Deposits in the White Canyon Mining District, San Juan County, Utah, Utah Geological Survey Miscellaneous Publication 93-3.

    Dahlkamp, Franz J., 1993, Uranium Ore Deposits, Springer-Verlag, Berlin.

    Dubiel, R.F., Huntoon, J.E., Stanesco, J.D., Condon, S.M., and Mickelson, D., 1996, Permian-Triassic Depositional Systems, Paleogeography, Paleoclimate, and Hydrocarbon Resources in Canyonlands, Utah, Colorado Geological Survey Open-File Report 96-4, Field Trip No. 5.

    Froud, J. 2009, White Canyon Uranium: Uranium Projects, Utah, US Project 7554, Snowden.

    Kemp, L. 2010 White Canyon Uranium Limited, Daneros Uranium Project Geologic Technical Report.

    Thaden, R.E., Trites, A.F., and Finnell, T.L., 1964, Geology and Ore Deposits of the White Canyon Area, San Juan and Garfield Counties, Utah, USGS Bulletin 1125.

    Unpublished, Texas Zinc and Minerals Map of 1961.

    White Canyon Uranium Limited, “Report on Drilling Operations 2007 & 2008” complied by Jane Coll, Christophe Derrien & John Hasleby, 2008.

    ENERGY FUELS INC.- THE DANEROS MINE PROJECT, WHITE CANYON MINING DISTRICT – SAN JUAN COUNTY, Page 32  
    UTAH – NI 43-101 TECHNICAL REPORT July 2012  

    28 SIGNATURE PAGE AND CERTIFICATE OF QUALIFICATIONS

    I, Douglas C. Peters, do hereby certify:

    1)

    That I graduated from the University of Pittsburgh with a Bachelor of Science degree in Earth & Planetary Sciences in 1977.

       
    2)

    That I graduated from the Colorado School of Mines with a Master of Science degree in Geology in 1981 and with a Master of Science degree in Mining Engineering in 1983.

       
    3)

    That I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI-43- 101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101), and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101. I hold the following certifications and memberships applicable to these requirements:


      A.

    Certified Professional Geologist #8274 (American Institute of Professional Geologists)

      B.

    Registered Member #2516800 (Society for Mining, Metallurgy, and Exploration, Inc.)


    4)

    That I have practiced my profession for over 30 years, the last 16 of which have been as an independent consulting geologist.

       
    5)

    That I am responsible for this technical report titled: “The Daneros Mine Project, San Juan County, Utah, U.S.A.”, dated July 18, 2012, and that property was visited by me on July 12, 2012.

       
    6)

    That I have had no prior experience with the Daneros Property that is the subject of this Technical Report and have had previous experience with other uranium properties in Colorado, New Mexico, Utah, and Wyoming.

       
    7)

    That this report dated July 18, 2012, and titled “The Daneros Mine Project, San Juan County, Utah, U.S.A.” is based on published and unpublished maps and reports, on discussions with representatives of Energy Fuels Resources Corporation and discussions with other persons familiar with this type of mineral deposit.

       
    8)

    That I am not aware of any material fact or material change with respect to the subject matter of the Technical Report that is not reflected in the Technical Report, the omission of which would make the Technical Report misleading or would affect the stated conclusions.

       
    9)

    That I am independent of Energy Fuels Resources Corporation and its parent, Energy Fuels Inc., applying all of the tests in section 1.4 of NI 43-101.

       
    10)

    That I am the owner of Peters Geosciences, whose business address is 825 Raptor Point Road, Golden, Colorado 80403.


    ENERGY FUELS INC.- THE DANEROS MINE PROJECT, WHITE CANYON MINING DISTRICT – SAN JUAN COUNTY, Page 33  
    UTAH – NI 43-101 TECHNICAL REPORT July 2012  


    11)

    That I have read NI 43-101 and NI 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.

       
    12)

    That I consent to the filing of this Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files or on its website accessible by the public.

    Signed and dated this 18 th day of July, 2012.

    ____________________________________
    Douglas C. Peters, CPG

     

    ENERGY FUELS INC.- THE DANEROS MINE PROJECT, WHITE CANYON MINING DISTRICT – SAN JUAN COUNTY, Page 34  
    UTAH – NI 43-101 TECHNICAL REPORT July 2012  

    Appendix

     

     

    ENERGY FUELS INC.- THE DANEROS MINE PROJECT, WHITE CANYON MINING DISTRICT – SAN JUAN COUNTY, Page 35  
    UTAH – NI 43-101 TECHNICAL REPORT July 2012  


    Exhibit 99.66

    CONVERTIBLE DEBENTURE INDENTURE

    DATED AS OF THE 24 TH DAY OF JULY, 2012

    BETWEEN

    ENERGY FUELS INC.

    AND

    BNY TRUST COMPANY OF CANADA

    PROVIDING FOR THE ISSUE OF DEBENTURES


    TABLE OF CONTENTS

    ARTICLE 1 INTERPRETATION 1
         
         1.1 Definitions 1
         1.2 Meaning of “Outstanding” 10
         1.3 Interpretation: 10
         1.4 Headings, Etc. 11
         1.5 Time of Essence 11
         1.6 Monetary References 11
         1.7 Invalidity, Etc 11
         1.8 Language 11
         1.9 Successors and Assigns 12
         1.10 Severability 12
         1.11 Entire Agreement 12
         1.12 Benefits of Indenture 12
         1.13 Applicable Law and Attornment 12
         1.14 Currency of Payment 12
         1.15 Non-Business Days 12
         1.16 Accounting Terms 13
         1.17 Calculations 13
         1.18 Schedules 13
         
    ARTICLE 2 THE DEBENTURES 13
         
         2.1 Limit of Debentures 13
         2.2 Terms of Debentures of any Series 14
         2.3 Form of Debentures 15
         2.4 Form and Terms of Initial Debentures 15
         2.5 Certification and Delivery of Additional Debentures 23
         2.6 Issue of Global Debentures 25
         2.7 Execution of Debentures 26
         2.8 Certification 26
         2.9 Interim Debentures or Certificates 27
         2.10 Mutilation, Loss, Theft or Destruction 27
         2.11 Concerning Interest 28
         2.12 Debentures to Rank Pari Passu 28
         2.13 Payments of Amounts Due on Maturity 28
         2.14 U.S. Legend on the Debentures 29
         2.15 Payment of Interest 30
         2.16 Tax Gross Up 31
         
    ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP 33
         
         3.1 Definitive Debentures 33
         3.2 Global Debentures 34
         3.3 Transferee Entitled to Registration 36
         3.4 No Notice of Trusts 36
         3.5 Registers Open for Inspection 36
         3.6 Exchanges of Debentures 36



         3.7 Closing of Registers 37
         3.8 Charges for Registration, Transfer and Exchange 38
         3.9 Ownership of Debentures 38
         3.10 Termination of U.S. Restrictions and Removal of Legends 39
         
    ARTICLE 4 REDEMPTION AND PURCHASE OF DEBENTURES 39
         
         4.1 Applicability of Article 39
         4.2 Partial Redemption 40
         4.3 Notice of Redemption 40
         4.4 Debentures Due on Redemption Dates 41
         4.5 Deposit of Redemption Monies or Common Shares 41
         4.6 Right to Repay Redemption Price in Common Shares 41
         4.7 Failure to Surrender Debentures Called for Redemption 44
         4.8 Cancellation of Debentures Redeemed 45
         4.9 Purchase of Debentures by the Corporation 45
         4.10 Right to Repay Principal Amount in Common Shares 45
         
    ARTICLE 5 SUBORDINATION OF DEBENTURES 48
         
         5.1 Applicability of Article 48
         5.2 Order of Payment 49
         5.3 Subrogation to Rights of Holders of Senior Indebtedness 50
         5.4 Obligation to Pay Not Impaired 50
         5.5 No Payment if Senior Indebtedness in Default 51
         5.6 Payment on Debentures Permitted 51
         5.7 Confirmation of Subordination 52
         5.8 Knowledge of Trustee 52
         5.9 Trustee May Hold Senior Indebtedness 52
         5.10 Rights of Holders of Senior Indebtedness Not Impaired 52
         5.11 Altering the Senior Indebtedness 52
         5.12 Additional Indebtedness 53
         5.13 Right of Debentureholder to Convert Not Impaired 53
         5.14 Invalidated Payments 53
         5.15 Contesting Security 53
         
    ARTICLE 6 CONVERSION OF DEBENTURES 53
         
         6.1 Applicability of Article 53
         6.2 Notice of Expiry of Conversion Privilege 54
         6.3 Revival of Right to Convert 54
         6.4 Manner of Exercise of Right to Convert 54
         6.5 Adjustment of Conversion Price 55
         6.6 No Requirement to Issue Fractional Common Shares 61
         6.7 Corporation to Reserve Common Shares 61
         6.8 Cancellation of Converted Debentures 62
         6.9 Certificate as to Adjustment 62
         6.10 Notice of Special Matters 62
         6.11 Protection of Trustee 62

    (ii)



         6.12 U.S. Legend on Common Shares 63
         
    ARTICLE 7 COVENANTS OF THE CORPORATION 63
         
         7.1 To Pay Principal, Premium (if any) and Interest 63
         7.2 To Pay Trustee's Remuneration 63
         7.3 To Give Notice of Default 63
         7.4 Preservation of Existence, etc. 64
         7.5 Keeping of Books 64
         7.6 Annual Certificate of Compliance 64
         7.7 Performance of Covenants by Trustee 64
         7.8 SEC Notice 64
         7.9 No Dividends on Common Shares if Event of Default 65
         7.10 Maintain Listing 65
         
    ARTICLE 8 DEFAULT 65
         
         8.1 Events of Default 65
         8.2 Notice of Events of Default 67
         8.3 Waiver of Default 67
         8.4 Enforcement by the Trustee 68
         8.5 No Suits by Debentureholders 69
         8.6 Application of Monies by Trustee 69
         8.7 Notice of Payment by Trustee 70
         8.8 Trustee May Demand Production of Debentures 70
         8.9 Remedies Cumulative 71
         8.10 Judgment Against the Corporation 71
         8.11 Immunity of Directors, Officers and Others 71
         
    ARTICLE 9 SATISFACTION AND DISCHARGE 71
         
         9.1 Cancellation and Destruction 71
         9.2 Non-Presentation of Debentures 71
         9.3 Repayment of Unclaimed Monies or Common Shares 72
         9.4 Discharge 72
         9.5 Satisfaction 73
         9.6 Continuance of Rights, Duties and Obligations 74
         
    ARTICLE 10 COMMON SHARE INTEREST PAYMENT ELECTION 75
         
         10.1 Common Share Interest Payment Election 75
         
    ARTICLE 11 SUCCESSORS 78
         
         11.1 Corporation may Consolidate, Etc., Only on Certain Terms 78
         11.2 Successor Substituted 79
         
    ARTICLE 12 COMPULSORY ACQUISITION 80
         
         12.1 Definitions 80

    (iii)



         12.2 Offer for Debentures 80
         12.3 Offeror's Notice to Dissenting Debentureholders 81
         12.4 Delivery of Debenture Certificates 81
         12.5 Payment of Consideration to Trustee 81
         12.6 Consideration to be held in Trust 81
         12.7 Completion of Transfer of Debentures to Offeror 82
         12.8 Communication of Offer to Trust 82
         
    ARTICLE 13 MEETINGS OF DEBENTUREHOLDERS 82
         
         13.1 Right to Convene Meeting 82
         13.2 Notice of Meetings 83
         13.3 Chairman 84
         13.4 Quorum 84
         13.5 Power to Adjourn 85
         13.6 Show of Hands 85
         13.7 Poll 85
         13.8 Voting 85
         13.9 Proxies 86
         13.10      Persons Entitled to Attend Meetings 86
         13.11      Powers Exercisable by Extraordinary Resolution 86
         13.12      Meaning of “Extraordinary Resolution” 88
         13.13      Powers Cumulative 89
         13.14      Minutes 89
         13.15      Instruments in Writing 90
         13.16      Binding Effect of Resolutions 90
         13.17      Evidence of Rights Of Debentureholders 90
         13.18      Concerning Serial Meetings 90
         
    ARTICLE 14 NOTICES 91
         
         14.1 Notice to Corporation 91
         14.2 Notice to Debentureholders 91
         14.3 Notice to Trustee 91
         14.4 Mail Service Interruption 92
         
    ARTICLE 15 CONCERNING THE TRUSTEE 92
         
         15.1 No Conflict of Interest 92
         15.2 Replacement of Trustee 92
         15.3 Duties of Trustee 93
         15.4 Reliance Upon Declarations, Opinions, etc. 93
         15.5 Evidence and Authority to Trustee, Opinions, etc. 93
         15.6 Officers' Certificates Evidence 95
         15.7 Experts, Advisers and Agents 95
         15.8 Trustee May Deal in Debentures 95
         15.9 Investment of Monies Held by Trustee 95
         15.10      Trustee Not Ordinarily Bound 96
         15.11      Trustee Not Required to Give Security 96

    (iv)



         15.12      Trustee Not Bound to Act on Corporation’s Request 96
         15.13      Conditions Precedent to Trustee's Obligations to Act Hereunder 96
         15.14      Authority to Carry on Business 97
         15.15      Compensation and Indemnity 98
         15.16      Acceptance of Trust 98
         15.17      Attorney-in-Fact 98
         15.18      Third Party Interests 99
         15.19      Privacy Laws 99
         15.20      Force Majeure 100
         15.21      Anti-Money Laundering 100
         
    ARTICLE 16 SUPPLEMENTAL INDENTURES 100
         
         16.1 Supplemental Indentures 100
         
    ARTICLE 17 EXECUTION AND FORMAL DATE 101
         
         17.1 Execution 101
         17.2 Formal Date 101

    Schedule “A” - Form of Debenture
    Schedule “B” - Form of Redemption Notice
    Schedule “C” - Form of Maturity Notice
    Schedule “D” - Form of Notice of Conversion
    Schedule “E” - Common Share Legends
    Schedule “F” - Form of Declaration for Removal of Legend

    (v)


    THIS INDENTURE made as of the 24 th day of July, 2012.

    BETWEEN:

    ENERGY FUELS INC. , a corporation existing under the laws of Ontario and
    having its head office in Toronto, in the Province of Ontario (hereinafter called
    “ENERGY FUELS” or the “Corporation”)

    AND

    BNY TRUST COMPANY OF CANADA , a trust company having an office in
    the City of Toronto, in the Province of Ontario (hereinafter called the “Trustee”)

    WITNESSETH THAT:

    WHEREAS the Corporation wishes to create and issue the Debentures in the manner and subject to the terms and conditions of this Indenture;

    NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the respective covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Corporation and the Trustee covenant and agree, for the benefit of each other and for the equal and rateable benefit of the holders, as follows:

    ARTICLE 1
    INTERPRETATION

    1.1

    Definitions

    In this Indenture and in the Debentures, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings, namely:

      (a)

    this Indenture ”, “ this Convertible Debenture Indenture ”, “ hereto ”, “ herein ”, “ hereby ”, “ hereunder ”, “ hereof ” and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;

         
      (b)

    Additional Amounts ” has the meaning ascribed thereto in Section 2.16(a);

         
      (c)

    Additional Debentures ” means Debentures of any one or more series, other than the first series of Debentures, being the Initial Debentures, issued under this Indenture;

         
      (d)

    Applicable Period ” means any period announced by the Board of Directors as a period of time for which a cash dividend or distribution will be declared and paid by the Corporation to the holders of all or substantially all of the outstanding Common Shares;

         
      (e)

    Applicable Rate ” has the meaning ascribed thereto in Section 2.4(c)(ii);



    - 2 -

      (f)

    Applicable Securities Legislation ” means applicable securities laws (including rules, regulations, policies and instruments) in each of the provinces of Canada;

         
      (g)

    arm's length person ” means a Person who is an “ affiliate ” as such term is defined in the Business Corporations Act (Ontario);

         
      (h)

    Auditors of the Corporation ” means an independent firm of chartered accountants duly appointed as auditors of the Corporation;

         
      (i)

    Beneficial Holder ” means any Person who holds a beneficial interest in a Global Debenture as shown on the books of the Depository or a Depository Participant;

         
      (j)

    Board of Directors ” means the board of directors of the Corporation or any committee thereof;

         
      (k)

    Business Day ” means any day other than a Saturday, Sunday or any other day that the Trustee in Toronto, Ontario is not generally open for business;

         
      (l)

    Canadian Taxes ” has the meaning ascribed thereto in Section 2.16(a);

         
      (m)

    Change of Control ” means (i) any transaction (whether by purchase, merger or otherwise) whereby a Person or Persons acting jointly or in concert directly or indirectly acquires the right to cast, at a general meeting of shareholders of the Corporation, more than 50% of the votes that may be ordinarily case at a general meeting; (ii) the amalgamation, consolidation or merger of the Corporation with or into any other Person or any merger of another Person into the Corporation unless the holders of voting securities of the Corporation immediately prior to such amalgamation, consolidation or merger hold securities representing 50% or more of the voting control or direction of the Corporation or the successor entity upon completion of the amalgamation, consolidation or merger; or (iii) any conveyance, transfer, lease, sale or other disposition of all or substantially all of the Corporation's and its Subsidiaries' assets and properties, taken as a whole, to another arm's length Person;

         
      (n)

    Change of Control Conversion Price ” has the meaning ascribed thereto in Section 2.4(j)(ii);

         
      (o)

    Change of Control Notice ” has the meaning ascribed thereto in Section 2.4(j)(i);

         
      (p)

    Change of Control Purchase Date ” has the meaning ascribed thereto in Section 2.4(j)(i);

         
      (q)

    Change of Control Purchase Offer ” has the meaning ascribed thereto in Section 2.4(j)(i);

         
      (r)

    Common Shares ” means common shares in the capital of the Corporation, as such common shares are constituted on the date of execution and delivery of this Indenture; provided that in the event of a change or a subdivision, revision, reduction, combination or consolidation thereof, any reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or



    - 3 -

     

    conveyance or liquidation, dissolution or winding-up, or such successive changes, subdivisions, redivisions, reductions, combinations or consolidations, reclassifications, capital reorganizations, consolidations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings-up, then, subject to adjustments, if any, having been made in accordance with the provisions of Section 6.5, “ Common Shares ” shall mean the shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up;

           
      (s)

    Common Share Bid Request ” means a request for bids to purchase Common Shares (to be issued by the Corporation on the Common Share Delivery Date) made by the Trustee in accordance with the Common Share Interest Payment Election Notice and which shall make the acceptance of any bid conditional upon the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation;

           
      (t)

    Common Share Delivery Date ” means a date, not more than 90 days and not less than five Business Days prior to the applicable Interest Payment Date, upon which Common Shares are issued by the Corporation and delivered to the Trustee for sale pursuant to Common Share Purchase Agreements;

           
      (u)

    Common Share Interest Payment Election ” means an election to satisfy an Interest Obligation on the applicable Interest Payment Date in the manner described in the Common Share Interest Payment Election Notice;

           
      (v)

    Common Share Interest Payment Election Amount ” means the sum of the amount of the aggregate proceeds resulting from the sale of Common Shares on the Common Share Delivery Date pursuant to acceptable bids obtained pursuant to the Common Share Bid Requests, together with any amount paid by the Corporation in respect of fractional Common Shares pursuant to Section 10.1(g), that is equal to the aggregate amount of the Interest Obligation in respect of which the Common Share Interest Payment Election Notice was delivered;

           
      (w)

    Common Share Interest Payment Election Notice ” means a written notice made by the Corporation to the Trustee specifying:

           
      (i)

    the Interest Obligation to which the election relates;

           
      (ii)

    the Common Share Interest Payment Election Amount;

           
      (iii)

    the investment banks, brokers or dealers through which the Trustee shall seek bids to purchase the Common Shares and the conditions of such bids, which may include the minimum number of Common Shares, minimum price per Common Share, timing for closing for bids and such other matters as the Corporation may specify; and



    - 4 -

      (iv)

    that the Trustee shall accept through the investment banks, brokers or dealers selected by the Corporation only those bids which comply with such notice;


      (x)

    Common Share Proceeds Investment ” has the meaning attributed thereto in Section 10.1(h);

         
      (y)

    Common Share Purchase Agreement ” means an agreement in customary form among the Corporation, the Trustee and the Persons making acceptable bids pursuant to a Common Share Bid Request, which complies with all applicable laws, including the Applicable Securities Legislation and the rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed;

         
      (z)

    Common Share Redemption Right ” has the meaning attributed thereto in Section 4.6(a);

         
      (aa)

    Common Share Repayment Right ” has the meaning attributed thereto in Section 4.10(a);

         
      (bb)

    Conversion Price ” means the dollar amount for which each Common Share may be issued from time to time upon the conversion of Debentures or any series of Debentures which are by their terms convertible in accordance with the provisions of Article 6;

         
      (cc)

    Counsel ” means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Trustee or retained or employed by the Corporation and reasonably acceptable to the Trustee;

         
      (dd)

    Current Market Price ” means, generally, the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange, if the Common Shares are listed on the Toronto Stock Exchange, for the 20 consecutive trading days ending on the fifth trading day preceding the applicable date. If the Common Shares are not listed on the Toronto Stock Exchange, reference shall be made for the purpose of the above calculation to the principal securities exchange or market on which the Common Shares are listed or quoted, or if no such prices are available “ Current Market Price ” shall be the fair value of a Common Share as reasonably determined by the Board of Directors;

         
      (ee)

    Date of Conversion ” has the meaning ascribed thereto in Section 6.4(b);

         
      (ff)

    Debenture Liabilities ” has the meaning ascribed thereto in Section 5.1;

         
      (gg)

    Debentureholders ” or “ holders ” means the Persons for the time being entered in the register for Debentures as registered holders of Debentures or any transferees of such Persons by endorsement or delivery;

         
      (hh)

    Debentures ” means the debentures, notes or other evidence of indebtedness of the Corporation issued and certified hereunder, or deemed to be issued and



    - 5 -

     

    certified hereunder, including, without limitation, the Initial Debentures, and for the time being outstanding, whether in definitive or interim form;

         
      (ii)

    Defeased Debentures ” has the meaning ascribed thereto in Section 9.6(b);

         
      (jj)

    Definitive Debenture ” means a certificated Debenture fully registered in the name of the holder thereof;

         
      (kk)

    Depository ” means, with respect to the Debentures of any series, the Person designated as depository by the Corporation pursuant to Section 2.2(m) and, in the case of the Initial Debentures, the Depository shall initially be the CDS Clearing and Depository Services Inc. (“ CDS ”);

         
      (ll)

    Depository Participant ” means a broker, dealer, bank, other financial institution or other Person for whom, from time to time, a Depository effects book entry for a Global Debenture deposited with the Depository;

         
      (mm)

    Energy Fuels ” or the “ Corporation ” means Energy Fuels Inc. and includes any successor to or of Energy Fuels which shall have complied with the provisions of Article 11;

         
      (nn)

    Event of Default ” has the meaning ascribed thereto in Section 8.1;

         
      (oo)

    Excluded Holder ” has the meaning ascribed thereto in Section 2.16(a);

         
      (pp)

    Extraordinary Resolution ” has the meaning ascribed thereto in Section 13.12;

         
      (qq)

    Foreign Issuer ” means a “ foreign issuer ” as that term is defined in Rule 902(e) of Regulation S;

         
      (rr)

    Freely Tradeable ” means, in respect of shares of capital of any class of any corporation, shares which: (i) are issuable without the necessity of filing a prospectus or any other similar offering document (other than such prospectus or similar offering document that has already been filed) under Applicable Securities Legislation and such issue does not constitute a distribution (other than a distribution already qualified by prospectus or similar offering document) under Applicable Securities Legislation; and (ii) can be traded by the holder thereof without any restriction under Applicable Securities Legislation, such as hold periods, except in the case of a control distribution (as defined in National Instrument 45-102 – “Resale of Securities” of the Canadian Securities Administrators), or a transaction or series of transaction incidental to a control distribution;

         
      (ss)

    generally accepted accounting principles ” or “ GAAP ” means generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants (including as further described in Section 1.16);

         
      (tt)

    Global Debenture ” means a Debenture that is issued to and registered in the name of the Depository, or its nominee, pursuant to Section 2.6 for purposes of



    - 6 -

     

    being held by or on behalf of the Depository as custodian for participants in the Depository's book-entry only registration system;

         
      (uu)

    Global Debenture Legend ” means the legend identified as such in Schedule “A”;

         
      (vv)

    Government Obligations ” means securities issued or guaranteed by the Government of Canada or any province thereof;

         
      (ww)

    Guarantees ” means any guarantee, undertaking to assume, endorse, contingently agree to purchase, or to provide funds for the payment of, or otherwise become liable in respect of, any indebtedness, liability or obligation of any Person;

         
      (xx)

    IFRS ” means International Financial Reporting Standards;

         
      (yy)

    Initial Debentures ” means the Debentures designated as “Floating Rate Convertible Unsecured Subordinated Debentures” and described in Section 2.4;

         
      (zz)

    Interest Account ” has the meaning ascribed thereto in Section 10.1(h);

         
      (aaa)

    Interest Obligation ” means the obligation of the Corporation to pay interest on the Debentures, as and when the same becomes due;

         
      (bbb)

    Interest Payment Date ” means a date specified in a Debenture as the date on which interest on such Debenture shall become due and payable;

         
      (ccc)

    Interest Period ” means the period commencing on the date of issue of the Initial Debentures to but excluding the first Interest Payment Date and thereafter the period from and including an Interest Payment Date to and excluding the next Interest Payment Date;

         
      (ddd)

    Maturity Account ” means an account or accounts required to be established by the Corporation (and which shall be maintained by and subject to the control of the Trustee) for each series of Debentures issued pursuant to and in accordance with this Indenture;

         
      (eee)

    Maturity Date ” means the date specified for maturity of any Debentures;

         
      (fff)

    Maturity Notice ” has the meaning ascribed thereto in Section 2.4(g);

         
      (ggg)

    MI 62-104 ” means Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids of the Canadian Securities Administrators;

         
      (hhh)

    Offer Price ” has the meaning ascribed thereto in Section 2.4(j)(i);

         
      (iii)

    Offeror's Notice ” has the meaning ascribed thereto in Section 12.3;

         
      (jjj)

    Offering ” means the public offering by short form prospectus dated July 19, 2012 of up to $25,300,000 (including any Debentures sold pursuant to the exercise of any over-allotment option) aggregate principal amount of Initial Debentures;



    - 7 -

      (kkk)

    Officers' Certificate ” means a certificate of the Corporation signed by any two authorized officers or directors of the Corporation, in their capacities as officers or directors of the Corporation, and not in their personal capacities;

         
      (lll)

    Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;


      (mmm) Payor ” has the meaning ascribed thereto in Section 2.16(a);

      (nnn)

    Periodic Offering ” means an offering of Debentures of a series from time to time, the specific terms of which Debentures, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Corporation upon the issuance of such Debentures from time to time;

         
      (ooo)

    Person ” includes an individual, corporation, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof (and for the purposes of the definition of “Change of Control”, in addition to the foregoing, “ Person ” shall include any syndicate or group that would be deemed to be a “ Person ” under MI 62-104);

         
      (ppp)

    Privacy Laws ” has the meaning ascribed thereto in Section 15.19;

         
      (qqq)

    Qualified Institutional Buyers ” means a “qualified institutional buyer” as such term is defined in Rule 144A;

         
      (rrr)

    Redemption Date ” has the meaning ascribed thereto in Section 4.3;

         
      (sss)

    Redemption Notice ” has the meaning ascribed thereto in Section 4.3;

         
      (ttt)

    Redemption Price ” means, in respect of a Debenture, the amount payable on the Redemption Date, which amount may be payable by the issuance of Freely Tradeable Common Shares as provided for in Section 4.6;

         
      (uuu)

    Regulation S ” means Regulation S adopted by the SEC under the 1933 Act;

         
    (vvv)

    Restricted Definitive Debenture ” means a Definitive Debenture that bears the U. S. Legend;

         
    (www)

    Restricted 144A Global Debenture ” means a Global Debenture that bears the U. S. Legend;

         
      (xxx)

    Rule 144A ” means Rule 144A under the 1933 Act;

         
      (yyy)

    SEC ” means the United States Securities and Exchange Commission;

         
      (zzz)

    Senior Creditor ” means a holder or holders of Senior Indebtedness and includes any representative or representatives, agent or agents or trustee or trustees of any such holder or holders;



    - 8 -

      (aaaa)

    Senior Indebtedness ” means all obligations, liabilities and indebtedness of the Corporation and its Subsidiaries, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed which would, in accordance with IFRS, be classified upon a consolidated statement of financial position of the Corporation as liabilities of the Corporation and its Subsidiaries and, whether or not so classified, includes (without duplication): (a) indebtedness of the Corporation or its Subsidiaries for borrowed money; (b) obligations of the Corporation or its Subsidiaries evidenced by bonds, debentures, commercial paper, notes or other similar instruments; (c) obligations of the Corporation or its Subsidiaries arising pursuant or in relation to bankers' acceptances, letters of credit and letters of guarantee, financial leases, performance bonds and surety bonds (including payment and reimbursement obligations in respect thereof) or indemnities issued in connection therewith; (d) obligations of the Corporation or its Subsidiaries under any swap, hedging or other similar contracts or arrangements; (e) obligations of the Corporation or its Subsidiaries under Guarantees, indemnities, assurances, legally binding comfort letters or other contingent obligations relating to the Senior Indebtedness or other obligations of any other Person which would otherwise constitute Senior Indebtedness within the meaning of this definition; (f) all indebtedness of the Corporation or its Subsidiaries representing the deferred purchase price of any property or assets including, without limitation, purchase money mortgages; (g) indebtedness to trade creditors; (h) all renewals, extensions, restructurings, refundings and refinancings of any of the foregoing; (i) all accrued and unpaid interest, fees and other amounts in respect of any of the foregoing; and (j) all costs and expenses incurred by or on behalf of any Senior Creditor in enforcing payment or collection of any such Senior Indebtedness, including enforcing any security interest securing the same, provided that “ Senior Indebtedness ” shall not include any indebtedness that would otherwise be Senior Indebtedness if it is expressly stated to be subordinate to or rank pari passu with the Debentures;

         
      (bbbb)

    Senior Security ” means all mortgages, liens, pledges, charges (whether fixed or floating), security interests, hypothecs or other encumbrances of any kind, contingent or absolute, held by or on behalf of any Senior Creditor and in any manner securing any Senior Indebtedness. Solely for the purposes of determining whether a Senior Security exists for the purposes of this Indenture, a Person shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale or capital lease or other title retention agreement and any lease in the nature thereof (excluding, for the avoidance of doubt, operating leases) and such retention of title by another Person shall constitute a Senior Security;

         
      (cccc)

    Serial Meeting ” has the meaning ascribed thereto in Section 13.2(b)(i);

         
      (dddd)

    Subsidiary ” has the meaning ascribed thereto in the Securities Act (Ontario);

         
      (eeee)

    Tax Act ” means the Income Tax Act (Canada), and the regulations thereunder as amended from time to time;

         
      (ffff)

    Tax Proceedings ” has the meaning ascribed thereto in Section 2.16(f);



    - 9 -

      (gggg)

    Time of Expiry ” means the time of expiry of certain rights with respect to the conversion of Debentures under Article 6 or under Section 2.4(f) with respect to the Initial Debentures which is to be set forth separately in the form and terms for each series of Debentures which by their terms are to be convertible;

         
      (hhhh)

    Total Offer Price ” has the meaning ascribed thereto in Section 2.4(j)(i);

         
      (iiii)

    trading day ” means, with respect to the Toronto Stock Exchange or other market for securities, any day on which such exchange or market is open for trading or quotation;

         
      (jjjj)

    Trustee ” means BNY Trust Company of Canada, or its successor or successors for the time being as trustee hereunder;

         
      (kkkk)

    United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

         
      (llll)

    Unrestricted Definitive Debenture ” means a Definitive Debenture that does not bear the U.S. Legend;


      (mmmm) Unrestricted Global Debenture ” means a Global Debenture that does   not bear the U.S. Legend;

      (nnnn)

    U.S. Legend ” has the meaning ascribed thereto in Section 2.14;

         
      (oooo)

    U.S. Purchaser ” means a Debentureholder who purchased Debentures in the United States or who purchased Debentures for the account or benefit of a Person in the United States;

         
      (pppp)

    U.S. Restricted Debenture ” means any Restricted Definitive Debenture, including a Restricted 144A Global Debenture, if any;

         
      (qqqq)

    U.S. Securities Laws ” means all applicable securities legislation in the United States, including, without limitation, the 1934 Act and the rules and regulations promulgated thereunder, the 1933 Act and the rules and regulations promulgated thereunder and any applicable state securities laws;

         
      (rrrr)

    UxC U308 Weekly Indicator Price ” refers to the Ux Weekly Indicator (Spot Price) published by the Ux Consulting Company, LLC;

         
      (ssss)

    VWAP ” means for the Common Shares the per Common Share volume- weighted average price on the Toronto Stock Exchange (or if the Common Shares are no longer traded on the Toronto Stock Exchange, on such other exchange as the Common Shares are then traded) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day. In each case, the “VWAP” will be determined without regard to after hours trading or any other trading outside of the primary trading session;

         
      (tttt)

    Written Direction of the Corporation ” means an instrument in writing signed by any one officer or director of the Corporation;



    - 10 -

      (uuuu) 1933 Act ” means the United States Securities Act of 1933, as amended;
         
      (vvvv) 1934 Act ” means the United States Securities Exchange Act of 1934, as
        amended; and
         
    (wwww) 90% Redemption Right ” has the meaning ascribed thereto in Section 2.4(j)(iii).

    1.2

    Meaning of “Outstanding”

    Every Debenture certified and delivered by the Trustee hereunder shall be deemed to be outstanding until it is cancelled, converted or redeemed or delivered to the Trustee for cancellation, conversion or redemption or monies and/or Common Shares, as the case may be, for the payment thereof shall have been set aside under Section 9.2, provided that:

      (a)

    Debentures which have been partially redeemed, purchased or converted shall be deemed to be outstanding only to the extent of the unredeemed, unpurchased or unconverted part of the principal amount thereof;

           
      (b)

    when a new Debenture has been issued in substitution for a Debenture which has been lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding; and

           
      (c)

    for the purposes of any provision of this Indenture entitling holders of outstanding Debentures to vote, sign consents, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Debentureholders, Debentures owned directly or indirectly, legally or equitably, by the Corporation shall be disregarded except that:

           
      (i)

    for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the holders of Debentures present or represented at any meeting of Debentureholders, only the Debentures which the Trustee knows are so owned shall be so disregarded; and

           
      (ii)

    Debentures so owned which have been pledged in good faith other than to the Corporation shall not be so disregarded if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debentures, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Corporation or a Subsidiary of the Corporation.


    1.3

    Interpretation:

    In this Indenture:

      (a)

    words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;



    - 11 -

      (b)

    all references to Articles and Schedules refer, unless otherwise specified, to articles of and schedules to this Indenture;

         
      (c)

    all references to Sections refer, unless otherwise specified, to Sections, subsections or clauses of this Indenture;

         
      (d)

    words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them;

         
      (e)

    reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;

         
      (f)

    unless otherwise indicated, reference to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time; and

         
      (g)

    unless otherwise indicated, time periods within which a payment is to be made or any other action is to be taken hereunder shall be calculated by including the day on which the period commences and excluding the day on which the period ends.


    1.4

    Headings, Etc.

    The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Debentures.

    1.5

    Time of Essence

    Time shall be of the essence of this Indenture.

    1.6

    Monetary References

    Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

    1.7

    Invalidity, Etc.

    Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.

    1.8

    Language

    Each of the parties hereto hereby acknowledges that it has consented to and requested that this Indenture and all documents relating thereto, including the form of Debenture attached hereto as Schedule “A”, be drawn up in the English language only. Chacune des parties aux présentes reconnaît avoir accepté et demandé que cette acte de fiducie et tous les documents y reliés, y compris le modèle de débenture joint aux présentes à titre d'Annexe « A », soient rédigés en anglais seulement.


    - 12 -

    1.9

    Successors and Assigns

    All covenants and agreements of the Corporation in this Indenture and the Debentures shall bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Trustee in this Indenture shall bind its successors.

    1.10

    Severability

    In case any provision in this Indenture or in the Debentures shall be invalid, illegal or unenforceable, such provision shall be deemed to be severed herefrom or therefrom and the validity, legality and enforceability of the remaining provisions shall not in any way be affected, prejudiced or impaired thereby.

    1.11

    Entire Agreement

    This Indenture and all supplemental indentures and Schedules hereto and thereto, and the Debentures issued hereunder and thereunder, together constitute the entire agreement between the parties hereto with respect to the indebtedness created hereunder and thereunder and under the Debentures and supersedes as of the date hereof all prior memoranda, agreements, negotiations, discussions and term sheets, whether oral or written, with respect to the indebtedness created hereunder or thereunder and under the Debentures.

    1.12

    Benefits of Indenture

    Nothing in this Indenture or in the Debentures, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any paying agent, the holders of Debentures, the Senior Creditors (to the extent provided in Article 5 only), and (to the extent provided in Section 8.11) the holders of Common Shares, any benefit or any legal or equitable right, remedy or claim under this Indenture.

    1.13

    Applicable Law and Attornment

    This Indenture, any supplemental indenture and the Debentures shall be ed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. With respect to any suit, action or proceedings relating to this Indenture, any supplemental indenture or any Debenture, the Corporation, the Trustee and each holder irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. The parties hereto hereby waive any right they may have to require a trial by jury of any proceeding commenced in connection herewith.

    1.14

    Currency of Payment

    Unless otherwise indicated in a supplemental indenture with respect to any particular series of Debentures, all payments to be made under this Indenture or a supplemental indenture shall be made in Canadian dollars.

    1.15

    Non-Business Days

    Whenever any payment to be made hereunder shall be due, any period of time would begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period


    - 13 -

    ending on, a day other than a Business Day, such payment shall be made, such period of time shall begin or end, such calculation shall be made and such other action shall be taken, as the case may be, unless otherwise specifically provided herein, on or as of the next succeeding Business Day without any additional interest, cost or charge to the Corporation.

    1.16

    Accounting Terms

    Except as hereinafter provided or as otherwise indicated in this Indenture, all calculations required or permitted to be made hereunder pursuant to the terms of this Indenture shall be made in accordance with GAAP. For greater certainty, GAAP shall include any accounting standards, including IFRS, that may from time to time be approved for general application by the Canadian Institute of Chartered Accountants.

    1.17

    Calculations

    The Corporation shall be responsible for making all calculations called for hereunder including, without limitation, calculations of Current Market Price. The Corporation shall make such calculations in good faith and, absent manifest error, the Corporation's calculations shall be final and binding on holders and the Trustee. The Corporation will provide a schedule of its calculations to the Trustee and the Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

    1.18

    Schedules

    The following Schedules are incorporated into and form part of this Indenture:

    Schedule “A” - Form of Debenture
    Schedule “B” - Form of Redemption Notice
    Schedule “C” - Form of Maturity Notice
    Schedule “D” - Form of Notice of Conversion
    Schedule “E” - Common Share Legends
    Schedule “F” - Form of Declaration for Removal of Legend

    In the event of any inconsistency between the provisions of any Section of this Indenture and the provisions of the Schedules which form a part hereof, the provisions of this Indenture shall prevail to the extent of the inconsistency.

    ARTICLE 2
    THE DEBENTURES

    2.1

    Limit of Debentures

    Subject to the limitation in respect of the Initial Debentures set out in Section 2.4(a), the aggregate principal amount of Debentures authorized to be issued under this Indenture is unlimited, but Debentures may be issued only upon and subject to the conditions and limitations herein set forth.


    - 14 -

    2.2

    Terms of Debentures of any Series

    The Debentures may be issued in one or more series. There shall be established herein or in or pursuant to one or more indentures supplemental hereto, prior to the initial issuance of Debentures of any particular series:

      (a)

    the designation of the Debentures of the series (which need not include the term “Debentures”), which shall distinguish the Debentures of the series from the Debentures of all other series;

         
      (b)

    any limit upon the aggregate principal amount of the Debentures of the series that may be certified and delivered under this Indenture (except for Debentures certified and delivered upon registration of, transfer of, amendment of, or in exchange for, or in lieu of, other Debentures of the series pursuant to Sections 2.10, 3.2, 3.3, 3.6, Article 4 and Article 6);

         
      (c)

    the date or dates on which the principal of the Debentures of the series is payable;

         
      (d)

    the rate or rates at which the Debentures of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which record date, if any, shall be taken for the determination of holders to whom such interest shall be payable and/or the method or methods by which such rate or rates or date or dates shall be determined;

         
      (e)

    the place or places where the principal of and any interest on Debentures of the series shall be payable or where any Debentures of the series may be surrendered for registration of transfer or exchange;

         
      (f)

    the right, if any, of the Corporation to redeem Debentures of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions upon which, Debentures of the series may be so redeemed;

         
      (g)

    the obligation, if any, of the Corporation to redeem, purchase or repay Debentures of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which, the period or periods within which, the date or dates on which, and any terms and conditions upon which, Debentures of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;

         
      (h)

    if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debentures of the series shall be issuable;

         
      (i)

    subject to the provisions of this Indenture, any trustee, Depositories, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debentures of the series;

         
      (j)

    any other events of default or covenants with respect to the Debentures of the series;



    - 15 -

      (k)

    whether and under what circumstances the Debentures of the series will be convertible into or exchangeable for securities of any Person;

         
      (l)

    the form and terms of the Debentures of the series;

         
      (m)

    if applicable, that the Debentures of the series shall be issuable in whole or in part as one or more Global Debentures and, in such case, the Depository or Depositories for such Global Debentures in whose name the Global Debentures will be registered, and any circumstances other than or in addition to those set forth in Section 3.2 or those applicable with respect to any specific series of Debentures, as the case may be, in which any such Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof;

         
      (n)

    if other than Canadian currency, the currency in which the Debentures of the series are issuable; and

         
      (o)

    any other terms of the Debentures of the series (which terms shall not be inconsistent with the provisions of this Indenture).

    All Debentures of any one series shall be substantially identical, except as may otherwise be established herein or by or pursuant to a resolution of the Board of Directors, Officers' Certificate or in an indenture supplemental hereto. All Debentures of any one series need not be issued at the same time and may be issued from time to time, including pursuant to a Periodic Offering, consistent with the terms of this Indenture, if so provided herein, by or pursuant to such resolution of the Board of Directors, Officers' Certificate or in an indenture supplemental hereto.

    2.3

    Form of Debentures

    Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established herein or by or pursuant to one or more resolutions of the Board of Directors (or to the extent established pursuant to, rather than set forth in, a resolution of the Board of Directors, in an Officers' Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage, all as may be determined by the directors or officers of the Corporation executing such Debentures on behalf of the Corporation, as conclusively evidenced by their execution of such Debentures.

    2.4

    Form and Terms of Initial Debentures

         
    (a)

    The first series of Debentures (the “ Initial Debentures ”) authorized for issue immediately is limited to an aggregate principal amount of $25,300,000 and shall



    - 16 -

     

    be designated as “Floating Rate Convertible Unsecured Subordinated Debentures”, which consists of the Debentures offered in the Offering.

         
      (b)

    The Initial Debentures shall be dated as of the date of issue of the Initial Debentures and shall mature on June 30, 2017 (the “ Maturity Date ” for the Initial Debentures).

         
      (c)


      (i)

    The Initial Debentures shall bear interest at the Applicable Rate from the date of issue, calculated and payable in semi-annual payments in arrears on the 30 th day of June and the 31 st day of December in each year computed on the basis of a 365-day year. The first such payment will fall due on December 31, 2012. Interest shall be payable at the Applicable Rate for each Interest Period from and including the last Interest Payment Date to, but excluding the next Interest Payment Date and the last such payment (representing interest payable from the last Interest Payment Date to the Maturity Date of the Initial Debentures) will fall due on June 30, 2017. Interest shall accrue on amounts in default at the Applicable Rate, compounded semi-annually, computed on the basis of a 365-day year. For certainty, the first interest payment will include interest accrued and unpaid from and including the date of issue of the Initial Debentures, up to, but excluding, the first Interest Payment Date.

         
      (ii)

    The interest rate for the Initial Debentures during each Interest Period (the “ Applicable Rate ”) shall be not less than 8.50% per annum and not more than 13.50% per annum and shall fluctuate at a rate per annum from Interest Period to Interest Period, based on the simple average of the Ux Weekly Indicator (Spot Price) (the “ UxC U3O8 Weekly Indicator Price ”) published by the Ux Consulting Company, LLC during the applicable Interest Period according to the table below:


    UxC U308 Weekly Indicator Price (in Annual Interest Rate
    US$)  
    Up to $54.99 8.50%
    $55.00 – $59.99 9.00%
    $60.00 – $64.99 9.50%
    $65.00 – $69.99 10.00%
    $70.00 – $74.99 10.50%
    $75.00 – $79.99 11.00%
    $80.00 – $84.99 11.50%
    $85.00 – $89.99 12.00%
    $90.00 – $94.99 12.50%
    $95.00 – $99.99 13.00%
    $100 and above 13.50%

      (iii)

    For each Interest Period terminating on June 30, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from January 1 to but excluding June 15 of that year. For each Interest Period terminating on December 31 after December 31, 2012, the interest rate applicable to such period shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from July 1 to



    - 17 -

     

    but excluding December 15 of that year. In the case of the Interest Period terminating on December 31, 2012, the Applicable Rate shall be determined based on the simple average of the UxC U3O8 Weekly Indicator Price from the date of issue of the Initial Debentures to but excluding December 17, 2012. In the case of a conversion of Debentures, a Redemption or a Change of Control, the Applicable Rate shall be based on the simple average of the UxC U3O8 Weekly Indicator Price from the first date of the applicable semi-annual period to the date that is 15 days before the Date of Conversion, Redemption Date or the date of the Change of Control Notice, as applicable.

           
      (iv)

    In the event that the UxC U3O8 Weekly Indicator Price ceases to exist, calculations will be based on another widely recognized uranium average price such as TradeTech, LLC or Bloomberg, to be determined by the Corporation.

           
      (v)

    Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day.

           
      (vi)

    The record dates for the payment of interest on the Initial Debentures will be the close of business on the Business Day immediately preceding the applicable Interest Payment Date.

           
      (d)

    The Initial Debentures will be redeemable in accordance with the terms of Article 4, provided that the Initial Debentures will not be redeemable before July 24, 2015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred as outlined herein. On and after July 24, 2015 and at any time prior to the Maturity Date of the Initial Debentures, provided that the Current Market Price at the time of the Redemption Notice is at least 125% of the Conversion Price, the Initial Debentures may be redeemed at the option of the Corporation in whole or in part from time to time on notice as provided for in Section 4.3 at a Redemption Price equal to their principal amount plus accrued and unpaid interest thereon up to (but excluding) the Redemption Date. The Redemption Notice for the Initial Debentures shall be substantially in the form of Schedule “B”. In connection with the redemption of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the Initial Debentures to be redeemed by issuing and delivering to the holders of such Initial Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such Initial Debentures by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such Initial Debentures to be redeemed will be paid in cash.

           
      (e)

    The Initial Debentures will be subordinated to the Senior Indebtedness of the Corporation in accordance with the provisions of Article 5. In accordance with Section 2.12, the Initial Debentures will rank pari passu with each other series of Debentures issued under this Indenture or under indentures supplemental to this



    - 18 -

     

    Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness.

         
      (f)

    Upon and subject to the provisions and conditions of Article 6 and Section 3.7, the holder of each Initial Debenture shall have the right at such holder's option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Initial Debentures; or (ii) the fifth Business Day immediately preceding the Redemption Date if the Initial Debentures are called for redemption by notice to the holders of Initial Debentures in accordance with Sections 2.4(d) and 4.3 (the earlier of which will be the “ Time of Expiry ” for the purposes of Article 6 in respect of the Initial Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Initial Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Initial Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry.

         
     

    The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Initial Debentures shall be equal to $0.30 such that approximately 3,333.33 Common Shares shall be issued for each $1,000 principal amount of Initial Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6, or for interest accrued on Initial Debentures surrendered. No fractional Common Shares will be issued, and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion, provided, however, that the Corporation shall not be required to make any payment of less than $5.00. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Initial Debentures is subject to adjustment pursuant to the provisions of Section 6.5. The Conversion Price will not be adjusted for accrued interest on the Debentures.

         
     

    Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion.

         
     

    Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date.

         
     

    A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Section 2.4(j) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.



    - 19 -

      (g)

    On redemption or maturity of the Initial Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 and Section 4.10, as applicable, and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate principal amount of the Initial Debentures due on redemption or maturity, by issuing and delivering to such holders of Initial Debentures Freely Tradeable Common Shares pursuant to the provisions of Sections 4.6 and 4.10, as applicable. If the Corporation elects to exercise such option, it shall provide details in the Redemption Notice or deliver a maturity notice (the “ Maturity Notice ”) to the holders of the Initial Debentures in substantially the form of Schedule “C” and provide the necessary details. Any accrued and unpaid interest on such Initial Debentures to be redeemed or repaid will be paid in cash.

         
      (h)

    The Initial Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Initial Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” (provided that Initial Debentures issued in the form of Definitive Debentures shall be issued without the Global Debenture Legend and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto), with such insertions, omissions, substitutions or other variations as shall be required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Initial Debenture in accordance with Section 2.7, as conclusively evidenced by their execution of an Initial Debenture. Each Initial Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, an Initial Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officers' Certificate.

         
     

    The Initial Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.

         
     

    The Initial Debentures shall be issued in the form of one or more Global Debentures and/or one or more Definitive Debentures at the option of the Corporation. Notwithstanding the foregoing, Initial Debentures issued to U.S. Purchasers that are not Qualified Institutional Buyers shall be issued only in physical certificated form.

         
     

    The Global Debentures will be registered in the name of the Depository which, as of the date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder will receive definitive certificates representing their interest in Debentures except as provided in this Section 2.4(h) and Section 3.2. A Global Debenture may be exchanged for Definitive Debentures, or transferred to and registered in the name of a Person other than the Depository for such Global Debentures or a nominee thereof, as provided in Section 3.2.



    - 20 -

     

    The Definitive Debentures will be registered in the names of each holder thereof as provided in Section 3.1. A Definitive Debenture may be exchanged, or transferred to and registered in the name of a Person other than the registered holder thereof, as provided in Section 3.2.

           
      (i)

    Upon and subject to the provisions of Article 10, the Corporation may elect, from time to time, subject to any required regulatory or stock exchange approval, to satisfy all or part of its Interest Obligation on the Initial Debentures on any Interest Payment Date (including, for greater certainty, following conversion or upon maturity or redemption) by delivering: (i) cash, (ii) Freely Tradeable Common Shares; or (iii) a combination of (i) and (ii) to the Trustee pursuant to the Common Share Interest Payment Election.

           
      (j)

    Within 30 days following the occurrence of a Change of Control, and subject to the provisions and conditions of this Section 2.4(j), the Corporation shall be obligated to make the Change of Control Purchase Offer in writing to holders of the Initial Debentures then outstanding. The terms and conditions of such obligation are set forth below:

           
      (i)

    Within 30 days following the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Initial Debentures, a notice stating that there has been a Change of Control and specifying the date on which such Change of Control occurred and the circumstances or events giving rise to such Change of Control (a “ Change of Control Notice ”) together with an offer in writing (the “ Change of Control Purchase Offer ”) to, at the option of the holder of the Initial Debentures, either: (i) purchase, on the Change of Control Purchase Date (as defined below), all (or any portion actually tendered to such offer) of the Initial Debentures then outstanding from the holders thereof made in accordance with the requirements of Applicable Securities Legislation and U.S. Securities Laws at a price per Initial Debenture equal to 100% of the principal amount thereof (the “ Offer Price ”) plus accrued and unpaid interest on such Initial Debentures up to, but excluding, the Change of Control Purchase Date (collectively, the “ Total Offer Price ”); or (ii) convert the Initial Debentures into Common Shares at the Change of Control Conversion Price. If such Change of Control Purchase Date is after a record date for the payment of interest on the Initial Debentures but on or prior to an Interest Payment Date, then the interest payable on such date will be paid to the holder of record of the Debentures on the relevant record date in cash. The “ Change of Control Purchase Date ” shall be the date that is 30 Business Days after the date that the Change of Control Notice and Change of Control Purchase Offer are delivered to holders of Initial Debentures.



    - 21 -

      (ii)

    The Change of Control Conversion Price will be calculated as follows:


      COCCP =

    ECP/(1+(CP x (c/t))) where:

      COCCP =

    is the Change of Control Conversion Price;

    ECP =

    is the Conversion Price in effect on the date of the Change of Control;

      CP =

    30.0%;

    c =

    the number of days from and including the date of the Change of Control to but excluding the Maturity Date; and

    t =

    the number of days from and including the issuance date to but excluding the Maturity Date.


      (iii)

    If 90% or more in aggregate principal amount of the Initial Debentures outstanding on the date the Corporation provides the Change of Control Notice and the Change of Control Purchase Offer to holders of the Initial Debentures have been tendered for purchase pursuant to the Change of Control Purchase Offer on or before the expiration thereof, the Corporation has the right upon written notice provided to the Trustee within 10 days following the expiration of the Change of Control Purchase Offer, to redeem all the Initial Debentures remaining outstanding on the expiration of the Change of Control Purchase Offer at the Total Offer Price as at the Change of Control Purchase Date (the “ 90% Redemption Right ”).

           
      (iv)

    Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Initial Debentures, the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Offer that:

           
      (A)

    the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Initial Debentures effective on the expiry of the Change of Control Purchase Offer at the Total Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Total Offer Price as at the Change of Control Purchase Date;

           
      (B)

    each such holder must transfer their Initial Debentures to the Corporation on the same terms as those holders that accepted the Change of Control Purchase Offer and must send their respective Initial Debentures, duly endorsed for transfer, to the Trustee within 10 days after the sending of such notice; and

           
      (C)

    the rights of such holder under the terms of the Initial Debentures and this Indenture cease to be effective as of the date of expiry of the Change of Control Purchase Offer provided the Corporation has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid the Total Offer Price to, or to the order of, the Trustee and thereafter the Initial Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder's Total Offer Price upon surrender and delivery of such holder's Initial Debentures in accordance with the Indenture.



    - 22 -

      (v)

    The Corporation shall, on or before 11:00 a.m., Toronto time, on the Business Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as are sufficient to pay the Total Offer Price of the Initial Debentures to be purchased or redeemed by the Corporation on the Change of Control Purchase Date, provided the Corporation may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this Section 2.4(j)(v) post- dated to the date of expiry of the Change of Control Purchase Offer. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Initial Debentures, the Total Offer Price to which they are entitled on the Corporation's purchase.

         
      (vi)

    In the event that one or more of such Initial Debentures being purchased in accordance with this Section 2.4(j) becomes subject to purchase in part only, upon surrender of such Initial Debentures for payment of the Total Offer Price, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order, one or more new Initial Debentures for the portion of the principal amount of the Initial Debentures not purchased.

         
      (vii)

    Initial Debentures for which holders have accepted the Change of Control Purchase Offer and Initial Debentures which the Corporation has elected to redeem in accordance with this Section 2.4(j) shall become due and payable at the Total Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such Initial Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem, or the Common Shares necessary to purchase or redeem, the Initial Debentures shall have been deposited as provided in this Section 2.4(j) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Initial Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties.



    - 23 -

      (viii)

    In case the holder of any Initial Debenture to be purchased or redeemed in accordance with this Section 2.4(j) shall fail on or before the Change of Control Purchase Date to so surrender such holder's Initial Debenture or shall not within such time accept payment of the monies payable, to take delivery of certificates representing such Common Shares issuable in respect thereof, or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust, or such certificates may be held in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum or the Common Shares so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited, or take delivery of the certificates so deposited, or both, upon surrender and delivery of such holder's Initial Debenture. In the event that any money or certificates representing Common Shares required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Initial Debentures issued hereunder shall remain so deposited for a period of five years less one day from the Change of Control Purchase Date, then such monies, or certificates representing Common Shares, together with any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation and the Trustee shall not be responsible to Debentureholders for any amounts owing to them. Notwithstanding the foregoing, the Trustee will pay any remaining funds deposited hereunder prior to the expiry of five years less one day after the Change of Control Purchase Date to the Corporation upon receipt from the Corporation of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Corporation prior to the expiry of five years less one day after the Change of Control Purchase Date, the Corporation shall reimburse the Trustee for any amounts required to be paid by the Trustee to a holder of a Debenture pursuant to the Change of Control Purchase Offer after the date of such payment of the remaining funds to the Corporation but prior to five years less one day after the Change of Control Purchase Date.

         
      (ix)

    Subject to the provisions above related to Initial Debentures purchased in part, all Initial Debentures redeemed and paid under this Section 2.4(j) shall forthwith be delivered to the Trustee and cancelled and no Initial Debentures shall be issued in substitution therefor.


    2.5

    Certification and Delivery of Debentures

    The Corporation may from time to time request the Trustee to certify and deliver Initial Debentures or Additional Debentures of any series by delivering to the Trustee the documents referred to below in this Section 2.5 whereupon the Trustee shall certify such Debentures and cause the same to be delivered in accordance with the Written Direction of the Corporation referred to below or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Written Direction of the Corporation. The maturity date, issue date, interest rate (if any) and any other terms of the Debentures of such series, other than with respect to the Initial Debentures, shall be set forth in or determined by or pursuant to such Written Direction of the Corporation and procedures. In certifying such Debentures, the Trustee shall be entitled to receive and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:


    - 24 -

      (a)

    an Officers' Certificate and/or executed supplemental indenture by or pursuant to which the form and terms of the Additional Debentures were established;

           
      (b)

    a Written Direction of the Corporation requesting certification and delivery of Debentures and setting forth delivery instructions, provided that, with respect to Additional Debentures of a series subject to a Periodic Offering:

           
      (i)

    such Written Direction of the Corporation may be delivered by the Corporation to the Trustee prior to the delivery to the Trustee of such Additional Debentures of such series for certification and delivery;

           
      (ii)

    the Trustee shall certify and deliver Additional Debentures of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Written Direction of the Corporation or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Written Direction of the Corporation;

           
      (iii)

    the maturity date or dates, issue date or dates, interest rate or rates (if any) and any other terms of Additional Debentures of such series shall be determined by an executed supplemental indenture or by Written Direction of the Corporation or pursuant to such procedures; and

           
      (iv)

    if provided for in such procedures, such Written Direction of the Corporation may authorize certification and delivery pursuant to oral or electronic instructions from the Corporation which oral or electronic instructions shall be promptly confirmed in writing;

           
      (c)

    an opinion of Counsel, in form and substance satisfactory to the Trustee, acting reasonably, to the effect that all requirements imposed by this Indenture and by law in connection with the proposed issue of the Debentures have been complied with, subject to the delivery of certain documents or instruments specified in such opinion; and

           
      (d)

    an Officers' Certificate (which Officers' Certificate shall be in such form that satisfies all applicable laws) certifying that the Corporation is not in default under this Indenture, that the terms and conditions for the certification and delivery of the Debentures (including those set forth in Section 15.5), have been complied with subject to the delivery of any documents or instruments specified in such Officers' Certificate and that no Event of Default exists or will exist upon such certification and delivery.



    - 25 -

    2.6

    Issue of Global Debentures


      (a)

    The Corporation may specify that the Debentures of a series are to be issued in whole or in part as one or more Global Debentures registered in the name of a Depository, or its nominee, designated by the Corporation in the Written Direction of the Corporation delivered to the Trustee at the time of issue of such Debentures, and in such event the Corporation shall execute and the Trustee shall certify and deliver one or more Global Debentures that shall:

           
      (i)

    represent an aggregate amount equal to the principal amount of the outstanding Debentures of such series to be represented by one or more Global Debentures;

           
      (ii)

    be delivered by the Trustee to such Depository or pursuant to such Depository's instructions; and

           
      (iii)

    bear a legend substantially to the following effect:

           
     

    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“ CDS ”) TO ENERGY FUELS INC. (THE “ ISSUER ”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

           
     

    TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE.”

           
      (b)

    Each Depository designated for a Global Debenture must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

           
      (c)

    Global Debentures issued to the Depository may be surrendered to the Trustee for an electronic position on the register of Debentureholders to be maintained by the Trustee in accordance with Section 3.2(a). All Debentures maintained in such electronic position will be valid and binding obligations of the Corporation, entitling the registered holders thereof to the same benefits as those registered holders who hold Debentures in physical form. This Indenture and the provisions contained herein will apply, mutatis mutandis, to such Debentures held in such electronic position.



    - 26 -

    (d)

    The Debentures and the Common Shares issuable upon conversion thereof have not been and will not be registered under the 1933 Act or under any state securities laws. Any Debentures issued to U.S. Purchasers who are not Qualified Institutional Buyers shall be issued in physical certificated form. Debentures issued to U.S. Purchasers who are Qualified Institutional Buyers may be in the form of Restricted 144A Global Debentures and may be designated by a separate CUSIP number. U.S. Restricted Debentures and any Common Shares issued upon conversion of such U.S. Restricted Debentures will be “restricted securities” as defined in Rule 144(a)(3) under the 1933 Act and the certificates or other instruments representing such U.S. Restricted Debentures and the stock certificates representing any Common Shares issued upon conversion of such U.S. Restricted Debentures shall, for the Restricted 144A Global Debentures, bear the U. S. Legend in substantially the form set forth in Section 2.14 (and a stop-transfer order may be placed against transfer of such certificates), in addition to the legend in Section 2.6(a)(iii) above.

         

    U. S. Restricted Debentures shall not include any Debenture as to which restrictions have been terminated in accordance with Section 3.10. Except as provided in Section 3.10, the Trustee shall not issue any Unrestricted Definitive Debenture until it has received an Officers' Certificate from the Corporation directing it to do so.


    2.7

    Execution of Debentures

    All Debentures shall be signed (either manually or by electronic signature) by any one authorized director or officer of the Corporation holding office at the time of signing. An electronic signature upon a Debenture shall for all purposes of this Indenture be deemed to be the signature of the Person whose signature it purports to be.

    Notwithstanding that any Person whose signature, either manual or electronic, appears on a Debenture as a director or officer may no longer hold such office at the date of the Debenture or at the date of the certification and delivery thereof, such Debenture shall be valid and binding upon the Corporation and entitled to the benefits of this Indenture.

    2.8

    Certification

    No Debenture shall be issued or, if issued, shall be obligatory or shall entitle the holder to the benefits of this Indenture, until it has been manually certified by or on behalf of the Trustee substantially in the form set out in this Indenture, in the relevant supplemental indenture, or in some other form approved by the Trustee. Such certification on any Debenture shall be conclusive evidence that such Debenture is duly issued, is a valid obligation of the Corporation and the holder is entitled to the benefits hereof.

    The certificate of the Trustee signed on the Debentures, or interim Debentures hereinafter mentioned, shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of the Debentures or interim Debentures or as to the issuance of the Debentures or interim Debentures and the Trustee shall in no respect be liable or answerable for the use made of the Debentures or interim Debentures or any of them or the proceeds thereof. The certificate of the Trustee on the Debentures or interim Debentures shall, however, be a representation and warranty by the Trustee that the Debentures or interim Debentures have been duly certified by or on behalf of the Trustee pursuant to the provisions of this Indenture.


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    2.9

    Interim Debentures or Certificates

    Pending the delivery of Definitive Debentures of any series to the Trustee, the Corporation may issue and the Trustee certify in lieu thereof interim Debentures in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to Definitive Debentures of the series when the same are ready for delivery; or the Corporation may execute and the Trustee certify a temporary Debenture for the whole principal amount of Debentures of the series then authorized to be issued hereunder and deliver the same to the Trustee and thereupon the Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Debenture so delivered to it, as the Corporation and the Trustee may approve entitling the holders thereof to Definitive Debentures of the series when the same are ready for delivery; and, when so issued and certified, such interim or temporary Debentures or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Debentures duly issued hereunder and, pending the exchange thereof for Definitive Debentures, the holders of the interim or temporary Debentures or interim certificates shall be deemed without duplication to be Debentureholders and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Corporation shall have delivered the Definitive Debentures to the Trustee, the Trustee shall cancel such temporary Debentures, if any, and shall call in for exchange all interim Debentures or certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Corporation or the Trustee to the holders of such interim or temporary Debentures or interim certificates for the exchange thereof. All interest paid upon interim or temporary Debentures or interim certificates shall be noted thereon as a condition precedent to such payment unless paid by cheque to the registered holders thereof.

    2.10

    Mutilation, Loss, Theft or Destruction

    In case any of the Debentures issued hereunder shall become mutilated or be lost, stolen or destroyed, the Corporation, in its discretion, may issue, and thereupon the Trustee shall certify and deliver, a new Debenture upon surrender and cancellation of the mutilated Debenture, or in the case of a lost, stolen or destroyed Debenture, in lieu of and in substitution for the same, and the substituted Debenture shall be in a form approved by the Trustee and shall be entitled to the benefits of this Indenture and rank equally in accordance with its terms with all other Debentures issued or to be issued hereunder. In case of loss, theft or destruction the applicant for a substituted Debenture shall furnish to the Corporation and to the Trustee such evidence of the loss, theft or destruction of the Debenture as shall be satisfactory to them in their discretion and shall also furnish an indemnity and surety bond satisfactory to them in their discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted Debenture.


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    2.11

    Concerning Interest

         
    (a)

    All Debentures issued hereunder, whether originally or upon exchange or in substitution for previously issued Debentures which are interest bearing, shall bear interest (i) from and including their issue date, or (ii) from and including the last Interest Payment Date to which interest shall have been paid or made available for payment on the outstanding Debentures of that series, whichever shall be the later, or, in respect of Debentures subject to a Periodic Offering, from and including their issue date or from and including the last Interest Payment Date to which interest shall have been paid or made available for payment on such Debentures, in all cases, to and excluding the next Interest Payment Date.

         
    (b)

    Unless otherwise specifically provided in the terms of the Debentures of any series, interest for any period shall be computed on the basis of a year of 365 days and the actual number of days elapsed in such period. With respect to any series of Debentures, for the purposes disclosure under the Interest Act (Canada), whenever interest is computed on the basis of a year (the “ deemed year ”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in such calendar year of calculation and dividing it by the number of days in the deemed year.

         
    2.12

    Debentures to Rank Pari Passu

    The Debentures will be direct unsecured obligations of the Corporation. Each Debenture of the same series of Debentures will rank pari passu with each other Debenture of the same series (regardless of their actual date or terms of issue) and, subject to statutory preferred exceptions, with all other present and future subordinated and unsecured indebtedness of the Corporation, other than Senior Indebtedness.

    2.13

    Payments of Amounts Due on Maturity

    Except as may otherwise be provided herein or in any supplemental indenture in respect of any series of Debentures and subject to Section 4.10, payments of amounts due upon maturity of the Debentures will be made in the following manner. The Corporation will establish and maintain with the Trustee a Maturity Account for each series of Debentures. Each such Maturity Account shall be maintained by and be subject to the control of the Trustee for the purposes of this Indenture. On or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to each Maturity Date for Debentures outstanding from time to time under this Indenture, the Corporation will deliver to the Trustee a certified cheque or wire transfer for deposit in the applicable Maturity Account in an amount sufficient to pay the cash amount payable in respect of such Debentures (including the principal amount together with any accrued and unpaid interest thereon). The Trustee, on behalf of the Corporation, will pay to each holder entitled to receive payment the principal amount of and premium (if any) and accrued and unpaid interest on the Debenture, upon surrender of the Debenture at any branch of the Trustee designated for such purpose from time to time by the Corporation and the Trustee. The delivery of such funds to the Trustee for deposit to the applicable Maturity Account will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of funds relates to the extent of the amount delivered and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the money so delivered or made available the amount to which it is entitled.


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    2.14

    U.S. Legend on the Debentures and Common Shares

         
    (a)

    The Debentures and the Common Shares issuable upon conversion thereof have not been and will not be registered under the 1933 Act or state securities laws. All Debentures issued to U.S. Purchasers as well as the Common Shares issuable upon conversion, redemption or maturity thereof, or issued in exchange for or in substitution of the foregoing securities, shall bear, unless otherwise directed by the Corporation, the following legend (the “ U.S. Legend ”):

         

    “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

         
    (b)

    Notwithstanding Section 2.14(a), provided that the Debentures or the Common Shares issuable upon conversion, redemption or maturity thereof are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided that the Corporation is a Foreign Issuer at the time of sale, the U.S. Legend may be removed by providing a declaration to the Trustee substantially as set forth in Schedule “F” hereto (or as the Corporation may prescribe from time to time); and provided, further, that if such securities are being sold under Rule 144 of the 1933 Act, the U.S. Legend may be removed by delivery to the Trustee of an opinion of Counsel, of recognized standing reasonably satisfactory to the Corporation in form and substance reasonably satisfactory to the Corporation, that the U.S. Legend is no longer required under the 1933 Act and applicable state securities laws. Provided that the Trustee obtains confirmation from the Corporation that such Counsel is satisfactory to it, the Trustee shall be entitled to rely on such opinion of Counsel without further inquiry.



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    2.15

    Payment of Interest

    The following provisions shall apply to Debentures, except as otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officers' Certificate or a supplemental indenture relating to a particular series of Additional Debentures:

      (a)

    As interest becomes due on each Debenture (except, subject to certain exceptions set forth herein including in Section 2.4, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest to the order of the registered holder of such Debenture appearing on the registers maintained by the Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Corporation, either directly or through the Trustee or any agent of the Trustee, will issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above.

         
      (b)

    All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of the applicable Global Debenture, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.



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    2.16

    Tax Gross Up

           
    (a)

    Unless otherwise expressly provided in the terms of the Debentures, all payments made by the Corporation, Depository, a Depository Participant or a financial intermediary having an account with any Depository Participant making such payment (the “ Payor ”) under or with respect to the Debentures (including for greater certainty and without limitation, the delivery of Common Shares or other property in connection with the exercise of a conversion of Debentures), to a holder will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge including penalties, interest and other liabilities related thereto imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “ Canadian Taxes ”), unless there is an obligation on the Payor to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof. Notwithstanding anything to the contrary contained herein or in any Debenture, if the Payor is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Debentures, the Corporation will pay on behalf of each holder as additional interest such additional amounts (“ Additional Amounts ”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Canadian Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Canadian Taxes had not been withheld or deducted. However, no Additional Amounts will be payable with respect to a payment made to a holder (such holder, an “ Excluded Holder ”) in respect of the beneficial owner thereof which is subject to such Canadian Taxes by reason of such holder being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other presence in, or otherwise having some present or former connection with Canada or any province or territory thereof otherwise than by the mere holding of Debentures or the receipt of payments thereunder.

           
    (b)

    The Corporation will make payment of all Additional Amounts to each Payor and each Payor will:

           
    (i)

    make such withholding or deduction;

           
    (ii)

    remit the full amount deducted or withheld to the relevant authority in accordance with applicable law; and

           
    (iii)

    provide to the holders of Debentures copies of tax receipts and other documents evidencing such payment by the Corporation in a timely fashion.

           
    (c)

    The Corporation will indemnify and hold harmless each holder (other than an Excluded Holder), and, within 10 Business Days upon a written request in respect thereof, reimburse each such holder for the amount, excluding any payment of Additional Amounts by the Corporation, of:



    - 32 -

      (i)

    any Canadian Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to the Debentures;

         
      (ii)

    any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

         
      (iii)

    any Canadian Taxes imposed with respect to any reimbursement under clause (i) or (ii) in this paragraph, but excluding any such Canadian Taxes on such holder’s net income and such indemnity will survive the termination or discharge of this Indenture and the payment of all amounts under or with respect to the Debenture indefinitely.


      (d)

    Wherever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to a Debenture, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

           
      (e)

    If Canadian Taxes are or were required to be withheld or deducted in respect of amounts payable or paid by any Payor from any payment to be made or made hereunder pursuant to applicable law or by the interpretation or administration thereof, such Payor shall provide the Corporation with notice in writing that such withholding or deduction is or was required and certifying all of the facts and circumstances supporting the conclusion that such withholding or deduction is or was required. Such certificate shall constitute prima facie evidence of the Corporation’s obligation to pay the Additional Amounts required under Section 2.16(b).

           
      (f)

    If Canadian Taxes are required to be withheld or deducted from any payment made hereunder pursuant to applicable law or by the interpretation or administration thereof and the Corporation is required to pay Additional Amounts to a holder pursuant to this Section 2.16, or indemnify a holder under Section 2.16(c), the holder shall use its commercially reasonable efforts to cooperate with the Corporation in taking any action to dispute, object to or appeal the liability of the holder for Canadian Taxes or in claiming a refund of amounts remitted as Canadian Taxes (or any objection or appeal in connection therewith) (collectively, “ Tax Proceedings ”).

           
     

    Without limiting the generality of the foregoing:

           
      (i)

    The holder agrees that the Corporation shall, at its own expense, have the right to initiate and conduct and have carriage and control of the Tax Proceedings and where necessary for the purposes of the Tax Act in the name of, and on behalf of, the holder.



    - 33 -

      (ii)

    The holder shall use its commercially reasonable efforts to do all acts and sign all documents that may be necessary or desirable in order to initiate or conduct the Tax Proceedings where such Tax Proceedings need to be initiated or conducted in the name of, or on behalf of, the holder.

           
      (iii)

    If the holder receives a refund of any amount with respect to Canadian Taxes (including interest, on such refund, if any) for which the Corporation grossed up the holder, the holder shall forthwith pay the amount of any such refund (including interest, on such refund, if any less any applicable withholding tax), to such extent, to the Corporation and hereby assigns the right to any such refund, to such extent, to the Corporation.

           
     

    For certainty, the holder shall provide any information regarding itself and/or its beneficial owners to the Corporation as may be desirable or necessary to permit the Corporation to comply with its withholding obligations and advance any Tax Proceedings. To the extent the holder incurs any reasonable expense or liability in connection with its activities pursuant to this Section 2.16(e), the Corporation shall reimburse and indemnify the holder within two Business Days of request by the holder. The Corporation shall not disclose any information provided herein without the express written consent of the holder, and shall not use any information provided under this Section 2.16 for any purpose other than in connection with the Tax Proceedings.

           
      (g)

    In order to assist the Corporation in complying with this Section 2.16, the Trustee will request from the Depository and provide to the Corporation within two Business Days of each record date, a list of Depository participants who hold Debentures as of the record date.

    ARTICLE 3
    REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

    3.1

    Definitive Debentures

         
    (a)

    With respect to each series of Debentures issuable as Definitive Debentures, the Corporation shall cause to be kept by and at the principal office of the Trustee in Toronto, Ontario and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Definitive Debentures and particulars of the Debentures held by them respectively and of all transfers of Definitive Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer.

         
    (b)

    No transfer of a Definitive Debenture shall be valid unless made on such register referred to in Section 3.1(a) by the registered holder or such holder's executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee and upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar.



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    3.2

    Global Debentures

           
    (a)

    With respect to each series of Debentures issuable in whole or in part as one or more Global Debentures, including the Restricted 144A Global Debentures, if any, the Corporation shall cause to be kept by and at the principal office of the Trustee in Toronto, Ontario and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the name and address of the holder of each such Global Debenture (being the Depository, or its nominee, for such Global Debenture) as holder thereof and particulars of the Global Debenture held by it, and of all transfers thereof.

           
    (b)

    Notwithstanding any other provision of this Indenture, a Global Debenture may not be transferred by the registered holder thereof and accordingly, no definitive certificates shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in a resolution of the Trustee, a resolution of the Board of Directors, Officers' Certificate or supplemental indenture relating to a particular series of Additional Debentures:

           
    (i)

    Global Debentures may be transferred by a Depository to a nominee of such Depository or by a nominee of a Depository to such Depository or to another nominee of such Depository or by a Depository or its nominee to a successor Depository or its nominee;

           
    (ii)

    Global Debentures may be transferred at any time after the Depository for such Global Debentures (i) has notified the Trustee, or the Corporation has notified the Trustee, that it is unwilling or unable to continue as Depository for such Global Debentures, or (ii) ceases to be eligible to be a Depository under Section 2.6(b), provided that at the time of such transfer the Corporation has not appointed a successor Depository for such Global Debentures;

           
    (iii)

    Global Debentures may be transferred at any time after the Corporation has determined, in its sole discretion, to terminate the book-entry only registration system in respect of such Global Debentures and has communicated such determination to the Trustee in writing;

           
    (iv)

    Global Debentures may be transferred at any time after the Trustee has determined that an Event of Default has occurred and is continuing with respect to the Debentures of the series issued as a Global Debenture, provided that Beneficial Holders representing, in the aggregate, not less than 25% of the aggregate principal amount of the Debentures of such series advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for such series of Debentures is no longer in their best interest and also provided that at the time of such transfer the Trustee has not waived the Event of Default pursuant to Section 8.3;



    - 35 -

      (v)

    Global Debentures may be transferred or exchanged for definitive certificates at any time after a Depository has determined, in its sole discretion, that such transfer or exchange is required to effect conversion and/or redemption rights in accordance with the terms hereof and has communicated such determination to the Trustee in writing;

           
      (vi)

    Global Debentures may be transferred if required by applicable law; or

           
      (vii)

    Global Debentures may be transferred if the book-entry only registration system ceases to exist.

           
      (c)

    With respect to the Global Debentures, unless and until definitive certificates have been issued to Beneficial Holders pursuant to Section 3.2(b):

           
      (i)

    the Corporation and the Trustee may deal with the Depository for all purposes (including paying interest on the Debentures) as the sole holder of such series of Debentures and the authorized representative of the Beneficial Holders;

           
      (ii)

    the rights of the Beneficial Holders shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Holders and the Depository or the Depository Participants;

           
      (iii)

    the Depository will make book-entry transfers among the Depository Participants; and

           
      (iv)

    whenever this Indenture requires or permits actions to be taken based upon instruction or directions of Debentureholders evidencing a specified percentage of the outstanding Debentures, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or the Depository Participants, and has delivered such instructions to the Trustee.

           
      (d)

    Whenever a notice or other communication is required to be provided to Debentureholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2, the Trustee shall provide all such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation and U.S. Securities Laws. Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to a series of Debentures issued hereunder, the Trustee shall notify all applicable Depository Participants and Beneficial Holders, through the Depository, of the availability of Definitive Debenture certificates. Upon surrender by the Depository of the certificate(s) representing the Global Debentures and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Debenture certificates for such Debentures to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Debentures will be governed by Section 3.1 and the remaining Sections of this Article 3, provided that any Definitive Debentures that are issued in exchange for a Restricted 144A Global Debenture shall bear the U.S. Legend.



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    3.3

    Transferee Entitled to Registration

    The transferee of a Debenture shall be entitled, after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with all other conditions in that regard required by this Indenture or by law, to be entered on the register as the owner of such Debenture free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Debenture, save in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

    3.4

    No Notice of Trusts

    Neither the Corporation nor the Trustee nor any registrar shall be bound to take notice of or see to the execution of any trust (other than that created by this Indenture) whether express, implied or constructive, in respect of any Debenture, and may transfer the same on the direction of the Person registered as the holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof.

    3.5

    Registers Open for Inspection

    The registers referred to in Sections 3.1 and 3.2 shall at all reasonable times be open for inspection by the Corporation, the Trustee or any Debentureholder. Every registrar, including the Trustee, shall from time to time when requested so to do by the Corporation or by the Trustee, in writing, furnish the Corporation or the Trustee, as the case may be, with a list of names and addresses of holders of registered Debentures entered on the register kept by them and showing the principal amount and serial numbers of the Debentures held by each such holder, provided the Trustee shall be entitled to charge a reasonable fee to provide such a list.

    3.6

    Exchanges of Debentures

         
    (a)

    Subject to Sections 3.1, 3.2 and 3.7, Debentures in any authorized form or denomination, other than Global Debentures, may be exchanged for Debentures in any other authorized form or denomination, of the same series and date of maturity, bearing the same interest rate and of the same aggregate principal amount as the Debentures so exchanged.

         
    (b)

    In respect of exchanges of Debentures permitted by Section 3.6(a), Debentures of any series may be exchanged only at the principal office of the Trustee in the city of Toronto, Ontario or at such other place or places, if any, as may be specified in the Debentures of such series and at such other place or places as may from time to time be designated by the Corporation with the approval of the Trustee. Any Debentures tendered for exchange shall be surrendered to the Trustee. The Corporation shall execute and the Trustee shall certify all Debentures necessary to carry out exchanges as aforesaid. All Debentures surrendered for exchange shall be cancelled.



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    (c)

    In connection with any transfer or exchange of a portion of the beneficial interest in the Restricted 144A Global Debentures represented by Global Debentures, if any, as permitted by Section 3.10, the Trustee shall reflect on its books and records the date and a decrease in the Restricted 144A Global Debentures in an amount equal to the amount to be transferred and remove the U.S. restrictions on transfer for such Restricted 144A Global Debentures, and the Trustee shall reflect the transfer from the Restricted 144A Global Debentures CUSIP number to the non-restricted CUSIP number on its books and records. The Corporation shall execute and the Trustee shall certify all Debentures necessary to carry out exchanges as aforesaid.

           
    (d)

    Debentures issued in exchange for Debentures which at the time of such issue have been selected or called for redemption at a later date shall be deemed to have been selected or called for redemption in the same manner and shall have noted thereon a statement to that effect.

           
    3.7

    Closing of Registers

           
    (a)

    Neither the Corporation nor the Trustee nor any registrar shall be required to:

           
    (i)

    make transfers or exchanges or convert any Definitive Debentures on any Interest Payment Date for such Debentures or during the five preceding Business Days;

           
    (ii)

    make transfers or exchanges of, or convert any Debentures on the day of any selection by the Trustee of Debentures to be redeemed or during the five preceding Business Days; or

           
    (iii)

    make exchanges of any Debentures which will have been selected or called for redemption unless upon due presentation thereof for redemption such Debentures shall not be redeemed.

           
    (b)

    Subject to any restriction herein provided, the Corporation with the approval of the Trustee may at any time close any register for any series of Debentures, other than those kept at the principal office of the Trustee in Toronto, Ontario, and transfer the registration of any Debentures registered thereon to another register (which may be an existing register) and thereafter such Debentures shall be deemed to be registered on such other register. Notice of such transfer shall be given to the holders of such Debentures.



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    3.8

    Charges for Registration, Transfer and Exchange

    For each Debenture exchanged, registered, transferred or discharged from registration, the Trustee or other registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Debenture issued (such amounts to be agreed upon from time to time by the Trustee and the Corporation), and payment of such charges and reimbursement of the Trustee or other registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to a Debentureholder hereunder:

      (a)

    for any exchange of any interim or temporary Debenture or interim certificate that has been issued under Section 2.9 for a Definitive Debenture;

         
      (b)

    for any exchange of a Global Debenture as contemplated in Section 3.2.


    3.9

    Ownership of Debentures

         
    (a)

    Unless otherwise required by law, the Person in whose name any registered Debenture is registered shall for all purposes of this Indenture be and be deemed to be the owner thereof and payment of or on account of the principal of and premium, if any, on such Debenture and interest thereon shall be made to such registered holder.

         
    (b)

    The registered holder for the time being of any registered Debenture shall be entitled to the principal, premium, if any, and/or interest evidenced by such instruments, respectively, free from all equities or rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt of any such registered holder for any such principal, premium, if any, or interest shall be a good discharge to the Trustee, any registrar and to the Corporation for the same and none shall be bound to inquire into the title of any such registered holder.

         
    (c)

    Where Debentures are registered in more than one name, the principal, premium, if any, and interest from time to time payable in respect thereof may be paid to the order of all such holders, failing written instructions from them to the contrary, and the receipt of any one of such holders therefor shall be a valid discharge, to the Trustee, any registrar and to the Corporation.

         
    (d)

    In the case of the death of one or more joint holders of any Debenture the principal, premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such registered holders and the receipt of any such survivor or survivors therefor shall be a valid discharge to the Trustee and any registrar and to the Corporation.



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    3.10

    Termination of U.S. Restrictions and Removal of Legends

    The U.S. Restricted Debentures shall not be required to contain the legend set forth in Section 2.14 above if such U.S. Restricted Debentures are: (a) resold pursuant to an effective registration statement covering the resale of the U.S. Restricted Debentures under the 1933 Act; (b) sold, assigned or transferred pursuant to Rule 144 under the 1933 Act, if available (provided, that the holder provides the Corporation and the Trustee with an opinion letter of legal counsel of recognized standing reasonably satisfactory to the Corporation in form and substance reasonably satisfactory to the Corporation that such U.S. Restricted Debentures are eligible for sale, assignment or transfer under Rule 144); (c) resold in an Offshore Transaction pursuant to Rule 904 of Regulation S and the Corporation is a Foreign Issuer at the time of such sale (provided that the selling holder provides the Corporation and the Trustee with a Declaration for Removal of Legend in substantially the form set forth on Schedule “F” attached hereto or such reasonable assurances that such U.S. Restricted Debentures are eligible for sale, assignment or transfer under applicable requirements of Regulation S); or (d) not otherwise required to bear such restrictive legend under applicable requirements of the 1933 Act and applicable state securities laws (provided, that the holder provides the Corporation and the Trustee with an opinion letter of legal counsel, of recognized standing reasonably satisfactory to the Corporation in form and substance reasonably satisfactory to the Corporation, that such legend is not required).

    ARTICLE 4
    REDEMPTION AND PURCHASE OF DEBENTURES

    4.1

    Applicability of Article

    Subject to regulatory and stock exchange approval, Section 2.4(d) and Article 5, the Corporation shall have the right at its option to redeem, either in whole at any time or in part from time to time before maturity, either by payment of money, by issuance of Freely Tradeable Common Shares as provided in Section 4.6 or any combination thereof, any Debentures issued hereunder of any series which by their terms are made so redeemable (subject, however, to any applicable restriction on the redemption of Debentures of such series) at such rate or rates of premium, if any, and on such date or dates and in accordance with such other provisions as shall have been determined at the time of issue of such Debentures and as shall have been expressed in this Indenture, in the Debentures, in an Officers' Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, or in the case of Additional Debentures issued pursuant to a Periodic Offering, in the Written Direction of the Corporation requesting the certification and delivery thereof.

    Subject to regulatory and stock exchange approval and Article 5, the Corporation shall also have the right at its option to repay, either in whole or in part, on maturity, either by payment of money in accordance with Section 2.13, by issuance of Freely Tradeable Common Shares as provided in Section 4.10 or any combination thereof, any Debentures issued hereunder of any series which by their terms are made so repayable on maturity (subject however, to any applicable restriction on the repayment of the principal amount of the Debentures of such series) at such rate or rates of premium, if any, and on such date or dates and in accordance with such other provisions as shall have been determined at the time of issue of such Debenture and shall have been expressed in this Indenture, in the Debentures, in an Officers' Certificate, or in a supplemental indenture authorizing or providing for the issue thereof, or in the case of Additional Debentures issued pursuant to a Periodic Offering, in the Written Direction of the Corporation requesting the certification and delivery thereof.


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    4.2

    Partial Redemption

    If less than all the Debentures of any series for the time being outstanding are at any time to be redeemed, or if a portion of the Debentures being redeemed are being redeemed for cash and a portion of such Debentures are being redeemed by the payment of Freely Tradeable Common Shares pursuant to Section 4.6, the Debentures to be so redeemed shall be selected by the Trustee on a pro rata basis to the nearest multiple of $1,000 in accordance with the principal amount of the Debentures registered in the name of each holder or in such other manner as the Trustee deems equitable, subject to the approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed, as may be required from time to time. Unless otherwise specifically provided in the terms of any series of Debentures, no Debenture shall be redeemed in part unless the principal amount redeemed is $1,000 or a multiple thereof. For this purpose, the Trustee may make, and from time to time vary, regulations with respect to the manner in which such Debentures may be drawn for redemption and regulations so made shall be valid and binding upon all holders of such Debentures notwithstanding that as a result thereof one or more of such Debentures may become subject to redemption in part only or for cash only. In the event that one or more of such Debentures becomes subject to redemption in part only, upon surrender of any such Debentures for payment of the Redemption Price, together with interest accrued to but excluding the Redemption Date, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder's order one or more new Debentures for the unredeemed part of the principal amount of the Debenture or Debentures so surrendered or, with respect to a Global Debenture, the Trustee shall make notations on the Global Debenture of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Debenture” or “Debentures” as used in this Article 4 shall be deemed to mean or include any part of the principal amount of any Debenture which in accordance with the foregoing provisions has become subject to redemption.

    4.3

    Notice of Redemption

    Notice of redemption (the “ Redemption Notice ”) of any series of Debentures shall be given to the holders of the Debentures so to be redeemed not more than 60 days nor less than 30 days prior to the date fixed for redemption (the “ Redemption Date ”) in the manner provided in Section 14.2. Every such notice shall specify the aggregate principal amount of Debentures called for redemption, the Redemption Date, the Redemption Price and the places of payment and shall state that interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date. In addition, unless all the outstanding Debentures are to be redeemed, the Redemption Notice shall specify:

      (a)

    the distinguishing letters and numbers of the registered Debentures which are to be redeemed (or of such thereof as are registered in the name of such Debentureholder);

         
      (b)

    in the case of a published notice, the distinguishing letters and numbers of the Debentures which are to be redeemed or, if such Debentures are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the Debentures so selected;



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      (c)

    in the case of a Global Debenture, that the redemption will take place in such manner as may be agreed upon by the Depository, the Trustee and the Corporation; and

         
      (d)

    in all cases, the principal amounts of such Debentures or, if any such Debenture is to be redeemed in part only, the principal amount of such part.

    In the event that all Debentures to be redeemed are registered Debentures, publication shall not be required.

    4.4

    Debentures Due on Redemption Dates

    Notice having been given as aforesaid, all the Debentures so called for redemption shall thereupon be and become due and payable at the Redemption Price, together with accrued interest to but excluding the Redemption Date, on the Redemption Date specified in such notice, in the same manner and with the same effect as if it were the date of maturity specified in such Debentures, anything therein or herein to the contrary notwithstanding, and from and after such Redemption Date, if the monies necessary to redeem, or the Common Shares to be issued to redeem, such Debentures shall have been deposited as provided in Section 4.5 and affidavits or other proof satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest upon the Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

    4.5

    Deposit of Redemption Monies or Common Shares

    Redemption of Debentures shall be provided for by the Corporation depositing with the Trustee or any paying agent to the order of the Trustee, on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Redemption Date specified in such notice, such sums of money, or certificates representing such Common Shares, or both as the case may be, as may be sufficient to pay the Redemption Price of the Debentures so called for redemption, plus accrued and unpaid interest thereon up to but excluding the Redemption Date, provided the Corporation may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this Section 4.5 post-dated to the Redemption Date. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such redemption. Every such deposit shall be irrevocable. From the sums so deposited, or certificates so deposited, or both, the Trustee shall pay or cause to be paid, or issue or cause to be issued, to the holders of such Debentures so called for redemption, upon surrender of such Debentures, the principal, premium (if any) and interest (if any) to which they are respectively entitled on redemption.

    4.6

    Right to Repay Redemption Price in Common Shares

         
    (a)

    Subject to the receipt of any required regulatory and stock exchange approvals and the other provisions of this Section 4.6, the Corporation may, at its option, in exchange for or in lieu of paying the Redemption Price in money, elect to satisfy its obligation to pay all or any portion of the Redemption Price by issuing and delivering to holders on the Redemption Date that number of Freely Tradeable Common Shares obtained by dividing the aggregate principal amount of the outstanding Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the then Current Market Price of the Common Shares on the Redemption Date (the “ Common Share Redemption Right ”); provided that, subject to the ability of the Corporation to exercise the Common Share Interest Payment Election in accordance with Article 10, all accrued and unpaid interest thereon shall be payable to the holder in cash.



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      (b)

    The Corporation shall exercise the Common Share Redemption Right by so specifying in the Redemption Notice, which shall be delivered to the Trustee and the holders of Debentures not more than 60 days and not less than 40 days prior to the Redemption Date, and shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Redemption Right in such notice.

    (c)

    The Corporation's right to exercise the Common Share Redemption Right shall be conditional upon the following conditions being met on the Business Day preceding the Redemption Date:

      (i)

    the issuance of the Common Shares on the exercise of the Common Share Redemption Right shall be made in accordance with Applicable Securities Legislation and U.S. Securities Laws and such Common Shares shall be issued as Freely Tradeable Common Shares;

      (ii)

    such additional Freely Tradeable Common Shares shall be listed or conditionally approved for listing on each stock exchange on which the Common Shares are then listed, the Toronto Stock Exchange or national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association;

    (iii)

    the Corporation shall be a reporting issuer in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Common Shares occurs;

    (iv)

    no Event of Default shall have occurred and be continuing;

      (v)

    the Trustee shall have received an Officers' Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Redemption Date; and

      (vi)

    the Trustee shall have received an opinion of Counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the Redemption Price, will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on defaulting reporting issuer lists maintained by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where lists are not maintained.



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    If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Redemption Date, the Corporation shall pay the Redemption Price entirely in cash in accordance with Section 4.5 unless the Debentureholder waives the conditions which are not satisfied. In the event that the Corporation duly exercises its Common Share Redemption Right, upon presentation and surrender of the Debentures for payment on the Redemption Date, at any place where a register is maintained pursuant to Article 3 or any other place specified in the Redemption Notice, the Corporation shall on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Redemption Date make the delivery to the Trustee for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which such holders are entitled.

      (d)

    No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of the Common Share Redemption Right but, in lieu thereof, the Corporation shall pay to the Trustee for the account of the holders, at the time contemplated in this Section 4.6, the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Redemption Date, provided, however, that the Corporation shall not be required to make any payment of less than $5.00.

         
      (e)

    A holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Redemption Right effective immediately after the close of business on the Redemption Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Trustee receives the same, it shall hold the same in trust for the benefit of such holder.

         
      (f)

    The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Corporation's Common Share Redemption Right as provided herein, and shall issue to Debentureholders to whom Freely Tradeable Common Shares will be issued pursuant to exercise of the Common Share Redemption Right, such number of Freely Tradeable Common Shares as shall be issuable in such event. All Freely Tradeable Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non- assessable.

         
      (g)

    The Corporation shall comply with all Applicable Securities Legislation and U.S. Securities Laws regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Redemption Right and shall cause to be listed and posted for trading such Common Shares on each stock exchange on which the Common Shares are then listed.



    - 44 -

      (h)

    The Corporation shall from time to time promptly pay, or make provision satisfactory to the Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, if any) which shall be payable with respect to the issuance or delivery of Freely Tradeable Common Shares to holders upon exercise of the Common Share Redemption Right pursuant to the terms of the Debentures and of this Indenture.

         
      (i)

    Each certificate representing Freely Tradeable Common Shares issued in payment of the Redemption Price of U.S. Restricted Debentures, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the U.S. Legend; provided that, if such securities are being sold within the United States in accordance with Rule 144, if applicable, or another applicable exemption from registration under the 1933 Act, the U.S. Legend may be removed by delivery to the Trustee, as registrar and transfer agent for the Common Shares, of an opinion of Counsel, of recognized standing reasonably satisfactory to the Corporation in form and substance reasonably satisfactory to the Corporation that the U.S. Legend is no longer required under applicable requirements of the 1933 Act and applicable state securities laws. Provided that the Trustee obtains confirmation from the Corporation that such Counsel is satisfactory to it, it shall be entitled to rely on such opinion of Counsel without further inquiry.


    4.7

    Failure to Surrender Debentures Called for Redemption

    In case the holder of any Debenture so called for redemption shall fail on or before the Redemption Date to so surrender such holder's Debenture, or shall not within such time accept payment of the redemption monies payable, or take delivery of certificates representing such Common Shares issuable in respect thereof, or give such receipt therefor, if any, as the Trustee may require, such redemption monies may be set aside in trust, or such certificates may be held in trust without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum or Common Shares so set aside and, to that extent, the Debenture shall thereafter not be considered as outstanding hereunder and the Debentureholder shall have no other right except to receive payment out of the monies so paid and deposited, or take delivery of the certificates so deposited, or both, upon surrender and delivery of such holder's Debenture of the Redemption Price, as the case may be, of such Debenture, plus any accrued but unpaid interest thereon to but excluding the Redemption Date. In the event that any money, or certificates representing Common Shares, required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Debentures issued hereunder shall remain so deposited for a period of five years less one day from the Redemption Date, then such monies or certificates representing Common Shares, together with any distribution paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or paying agent to the Corporation on its demand, and thereupon the Trustee shall not be responsible to Debentureholders for any amounts owing to them and, subject to applicable law, thereafter the holder of a Debenture in respect of which such money was so repaid to the Corporation shall have no rights in respect thereof except to obtain payment of the money or certificates due from the Corporation, subject to any limitation period provided by the laws of Ontario. Notwithstanding the foregoing, the Trustee will pay any remaining funds prior to the expiry of five years less one day after the Redemption Date to the Corporation upon receipt from the Corporation, of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Corporation prior to the expiry of five years less one day after the Redemption Date, the Corporation shall reimburse the Trustee for any amounts required to be paid by the Trustee to a holder of a Debenture pursuant to the redemption after the date of such payment of the remaining funds to the Corporation but prior to five years less one day after the redemption.


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    4.8

    Cancellation of Debentures Redeemed

    Subject to the provisions of Sections 4.2 and 4.9 as to Debentures redeemed or purchased in part, all Debentures redeemed and paid under this Article 4 shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution for those redeemed.

    4.9

    Purchase of Debentures by the Corporation

    Unless otherwise specifically provided with respect to a particular series of Debentures, the Corporation may, if it is not at the time in default hereunder, at any time and from time to time, purchase Debentures in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by contract or otherwise, at any price. All Debentures so purchased will be delivered to the Trustee and shall be cancelled and no Debentures shall be issued in substitution therefor.

    If, upon an invitation for tenders, more Debentures are tendered at the same lowest price than the Corporation is prepared to accept, the Debentures to be purchased by the Corporation shall be selected by the Trustee on a pro rata basis or in such other manner as consented to by the Toronto Stock Exchange or such other exchange on which the Debentures are then listed which the Trustee considers appropriate, from the Debentures tendered by each tendering Debentureholder who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Debentures may be so selected, and regulations so made shall be valid and binding upon all Debentureholders, notwithstanding the fact that as a result thereof one or more of such Debentures become subject to purchase in part only. The holder of a Debenture of which a part only is purchased, upon surrender of such Debenture for payment, shall be entitled to receive, without expense to such holder, one or more new Debentures for the unpurchased part so surrendered, and the Trustee shall certify and deliver such new Debenture or Debentures upon receipt of the Debenture so surrendered or, with respect to a Global Debenture, the Trustee shall make notations on the Global Debenture of the principal amount thereof so purchased.

    4.10

    Right to Repay Principal Amount in Common Shares

         
    (a)

    Subject to the receipt of any required regulatory and stock exchange approvals and the other provisions of this Section 4.10, the Corporation may, at its option, in exchange for or in lieu of repaying the Debentures in money, elect to satisfy its obligation to repay the principal amount of all or any portion of the principal amount of the Debentures outstanding, by issuing and delivering to holders on the Maturity Date of such Debentures that number of Freely Tradeable Common Shares obtained by dividing the principal amount of the Debentures (or applicable portion thereof to be satisfied by the issuance and delivery of Freely Tradeable Common Shares) by 95% of the then Current Market Price of the Common Shares on the Maturity Date (the “ Common Share Repayment Right ”); provided that all accrued and unpaid interest thereon shall be payable to the holder in cash.



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      (b)

    The Corporation shall exercise the Common Share Repayment Right by so specifying in the Maturity Notice, which shall be delivered to the Trustee and the holders of Debentures not more than 60 days and not less than 40 days prior to the Maturity Date, and which shall also specify the aggregate principal amount of Debentures in respect of which it is exercising the Common Share Repayment Right on the Maturity Date.

           
      (c)

    The Corporation's right to exercise the Common Share Repayment Right shall be conditional upon the following conditions being met on the Business Day preceding the Maturity Date:

           
      (i)

    the issuance of the Common Shares on the exercise of the Common Share Repayment Right shall be made in accordance with Applicable Securities Legislation and U.S. Securities Laws and such Common Shares shall be issued as Freely Tradeable Common Shares;

           
      (ii)

    such additional Freely Tradeable Common Shares shall be listed or conditionally approved for listing on each stock exchange on which the Common Shares are then listed, the Toronto Stock Exchange, a national securities exchange or quoted in an inter-dealer quotation system of any registered national securities association;

           
      (iii)

    the Corporation shall be a reporting issuer in good standing under Applicable Securities Legislation in at least one jurisdiction of Canada;

           
      (iv)

    no Event of Default shall have occurred and be continuing;

           
      (v)

    the Trustee shall have received an Officers' Certificate stating that conditions (i), (ii), (iii) and (iv) above have been satisfied and setting forth the number of Common Shares to be delivered for each $1,000 principal amount of Debentures and the Current Market Price of the Common Shares on the Maturity Date; and

           
      (vi)

    the Trustee shall have received an opinion of Counsel to the effect that such Common Shares have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the principal amount of the Debentures outstanding will be validly issued as fully paid and non-assessable, that conditions (i) and (ii) above have been satisfied and that, relying exclusively on defaulting reporting issuer lists maintained by the relevant securities authorities, condition (iii) above is satisfied, except that the opinion in respect of condition (iii) need not be expressed with respect to those provinces where lists are not maintained

    If the foregoing conditions are not satisfied prior to the close of business on the Business Day preceding the Maturity Date, the Corporation shall pay the principal amount of the Debentures outstanding entirely in cash in accordance with Section 2.13, unless the Debentureholder waives the conditions which are not satisfied. The Corporation may not change the form of components or percentages of consideration to be paid for the Debentures once it has given the notice required to be given to Debentureholders hereunder, except as described in the preceding sentence. When the Corporation determines the actual number of Common Shares to be issued pursuant to the exercise of its Common Share Repayment Right, it will issue a press release on a national newswire disclosing the Current Market Price and such actual number of Common Shares.


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      (d)

    In the event that the Corporation duly exercises its Common Share Repayment Right, upon presentation and surrender of the Debentures for payment on the Maturity Date, at any place where a register is maintained pursuant to Article 3 or any other place specified in the Maturity Notice, the Corporation shall on or before 11:00 a.m. (Toronto time) on the Business Day immediately prior to the Maturity Date make the delivery to the Trustee for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which such holders are entitled. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with the Common Share Repayment Right. Every such deposit shall be irrevocable. From the certificates so deposited in addition to amounts payable by the Trustee pursuant to Section 2.13, the Trustee shall pay or cause to be paid, to the holders of such Debentures, upon surrender of such Debentures, the principal amount of and premium (if any) on the Debentures to which they are respectively entitled on maturity and deliver to such holders the certificates to which such holders are entitled. The delivery of such certificates to the Trustee will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of certificates relates to the extent of the amount delivered (plus the amount of any certificates sold to pay applicable taxes in accordance with this Section 4.10) and such Debentures will thereafter to that extent not be considered as outstanding under this Indenture and such holder will have no other right in regard thereto other than to receive out of the certificates so delivered, the certificate(s) to which it is entitled.

         
      (e)

    No fractional Freely Tradeable Common Shares shall be delivered upon the exercise of the Common Share Repayment Right but, in lieu thereof, the Corporation shall pay to the Trustee for the account of the holders, at the time contemplated in Section 4.10(d), the cash equivalent thereof determined on the basis of the Current Market Price of the Common Shares on the Maturity Date, provided, however, that the Corporation shall not be required to make any payment of less than $5.00.

         
      (f)

    A holder shall be treated as the shareholder of record of the Freely Tradeable Common Shares issued on due exercise by the Corporation of its Common Share Repayment Right effective immediately after the close of business on the Maturity Date, and shall be entitled to all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions (including distributions and dividends in kind) thereon and arising thereafter, and in the event that the Trustee receives the same, it shall hold the same in trust for the benefit of such holder.



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      (g)

    The Corporation shall at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue and delivery upon the exercise of the Corporation's Common Share Repayment Right as provided herein, and shall issue to Debentureholders to whom Freely Tradeable Common Shares will be issued pursuant to exercise of the Common Share Repayment Right, such number of Freely Tradeable Common Shares as shall be issuable in such event. All Freely Tradeable Common Shares which shall be so issuable shall be duly and validly issued as fully paid and non- assessable.

         
      (h)

    The Corporation shall comply with all Applicable Securities Legislation and U.S. Securities Laws regulating the issue and delivery of Freely Tradeable Common Shares upon exercise of the Common Share Repayment Right and shall cause to be listed and posted for trading such Freely Tradeable Common Shares on each stock exchange on which the Common Shares are then listed.

         
      (i)

    The Corporation shall from time to time promptly pay, or make provision satisfactory to the Trustee for the payment of, all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax, if any) which shall be payable with respect to the issuance or delivery of Freely Tradeable Common Shares to holders upon exercise of the Common Share Repayment Right pursuant to the terms of the Debentures and of this Indenture.

         
      (j)

    Each certificate representing Freely Tradeable Common Shares issued in payment of the Debentures bearing the U.S. Legend, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the U.S. Legend; provided that, if any securities are being sold within the United States in accordance with Rule 144, if available, or another applicable exemption from registration under the 1933 Act, the U.S. Legend may be removed by delivery to the Trustee, as registrar and transfer agent for the Common Shares, of an opinion of Counsel, of recognized standing reasonably satisfactory to the Corporation in form and substance reasonably satisfactory to the Corporation, that the U.S. Legend is no longer required under applicable requirements of the 1933 Act and applicable state securities laws. Provided that the Trustee obtains confirmation from the Corporation that such Counsel is satisfactory to it, it shall be entitled to rely on such opinion of Counsel without further inquiry.

    ARTICLE 5
    SUBORDINATION OF DEBENTURES

    5.1

    Applicability of Article

    The indebtedness, liabilities and obligations of the Corporation hereunder (except as provided in Section 15.15) or under the Debentures, whether on account of principal, premium, if any, interest or otherwise, but excluding the issuance of Common Shares upon any conversion pursuant to Article 6, upon any redemption pursuant to Article 4, or at maturity pursuant to Article 4 (collectively, the “ Debenture Liabilities ”), shall be subordinated and postponed and subject in right of payment, to the extent and in the manner hereinafter set forth in the following Sections of this Article 5, to the full and final payment of all Senior Indebtedness, and each holder of any such Debenture by his acceptance thereof agrees to and shall be bound by the provisions of this Article 5.


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    5.2

    Order of Payment

    In the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Corporation, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or voluntary winding-up of the Corporation, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Corporation:

      (a)

    all Senior Indebtedness shall first be paid in full, or provision made for such payment, before any payment is made on account of Debenture Liabilities;

           
      (b)

    any payment or distribution of assets of the Corporation, whether in cash, property or securities, to which the holders of the Debentures or the Trustee on behalf of such holders would be entitled except for the provisions of this Article 5, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating agent making such payment or distribution, directly to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness;

           
      (c)

    the Senior Creditors or a receiver or a receiver-manager of the Corporation or of all or part of its assets or any other enforcement agent may sell, mortgage or otherwise dispose of the Corporation's assets in whole or in part, free and clear of all Debenture Liabilities and without the approval of the Debentureholders or the Trustee or any requirement to account to the Trustee or the Debentureholders; and

           
      (d)

    the rights and priority of the Senior Indebtedness and the subordination pursuant hereto shall not be affected by:

           
      (i)

    whether or not the Senior Indebtedness is secured;

           
      (ii)

    the time, sequence or order of creating, granting, executing, delivering of, or registering, perfecting or failing to register or perfect any security notice, caveat, financing statement or other notice in respect of the Senior Security;

           
      (iii)

    the time or order of the attachment, perfection or crystallization of any security constituted by the Senior Security;

           
      (iv)

    the taking of any collection, enforcement or realization proceedings pursuant to the Senior Security;

           
      (v)

    the date of obtaining of any judgment or order of any bankruptcy court or any court administering bankruptcy, insolvency or similar proceedings as to the entitlement of the Senior Creditors, or any of them or the Debentureholders or any of them to any money or property of the Corporation;



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      (vi)

    the failure to exercise any power or remedy reserved to the Senior Creditors under the Senior Security or to insist upon a strict compliance with any terms thereof;

         
      (vii)

    whether any Senior Security is now perfected, hereafter ceases to be perfected, is avoidable by any trustee in bankruptcy or like official or is otherwise set aside, invalidated or lapses;

         
      (viii)

    the date of giving or failing to give notice to or making demand upon the Corporation; or

         
      (ix)

    any other matter whatsoever.


    5.3

    Subrogation to Rights of Holders of Senior Indebtedness

    Subject to the prior payment in full of all Senior Indebtedness, the holders of the Debentures shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Corporation to the extent of the application thereto of such payments or other assets which would have been received by the holders of the Debentures but for the provisions hereof until the principal of, premium, if any, and interest on the Debentures shall be paid in full, and no such payments or distributions to the holders of the Debentures of cash, property or securities, which otherwise would be payable or distributable to the holders of the Senior Indebtedness, shall, as between the Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of Debentures, be deemed to be a payment by the Corporation to the holders of the Senior Indebtedness or on account of the Senior Indebtedness, it being understood that the provisions of this Article 5 are and are intended solely for the purpose of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of Senior Indebtedness, on the other hand.

    The Trustee, for itself and on behalf of each of the Debentureholders, hereby waives any and all rights to require a Senior Creditor to pursue or exhaust any rights or remedies with respect to the Corporation or any property and assets subject to any Senior Security or in any other manner to require the orderly disposition of property, assets or security in connection with the exercise by the Senior Creditors of any rights, remedies or recourses available to them.

    5.4

    Obligation to Pay Not Impaired

    Nothing contained in this Article 5 or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Corporation, which is absolute and unconditional, to pay to the holders of the Debentures the principal of, premium, if any, and interest on the Debentures, as and when the same shall become due and payable in accordance with their terms, or affect the relative rights of the holders of the Debentures and creditors of the Corporation other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 5 of the holders of Senior Indebtedness.


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    5.5

    No Payment if Senior Indebtedness in Default

    Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, or any other enforcement of any Senior Indebtedness, then, except as provided in Section 5.8, all such Senior Indebtedness shall first be paid in full, or shall first have been duly provided for, before any payment is made on account of the Debenture Liabilities.

    In case of a circumstance constituting a default or event of default with respect to any Senior Indebtedness permitting (whether at that time or upon notice, lapse of time, or satisfaction of any other condition precedent) a Senior Creditor to demand payment or accelerate the maturity thereof where the notice of such default or event of default has been given by or on behalf of the holders of Senior Indebtedness to the Corporation or the Corporation otherwise has knowledge thereof, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment (by purchase of Debentures or otherwise) shall be made by the Corporation (except as provided in Section 5.8) with respect to the Debenture Liabilities and neither the Trustee nor the holders of Debentures shall be entitled to demand, institute proceedings for the collection of (which shall, for certainty include proceedings related to an adjudication or declaration as to the insolvency or bankruptcy of the Corporation and other similar creditor proceedings), or receive any payment or benefit (including without limitation by set-off, combination of accounts or otherwise in any manner whatsoever) on account of the Debentures after the happening of such a default or event of default (except as provided in Section 5.8), and unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, such payments shall be held in trust for the benefit of, and, if and when such Senior Indebtedness shall have become due and payable, shall be paid over to, the holders of the Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing an amount of the Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

    The fact that any payment hereunder is prohibited by this Section 5.5 shall not prevent the failure to make such payment from being an Event of Default hereunder.

    5.6

    Payment on Debentures Permitted

    Nothing contained in this Article 5 or elsewhere in this Indenture, or in any of the Debentures, shall affect the obligation of the Corporation to make, or prevent the Corporation from making, at any time except as prohibited by Sections 5.2 or 5.5, any payment of principal of or, premium, if any, or interest on the Debentures. The fact that any such payment is prohibited by Sections 5.2 or 5.5 shall not prevent the failure to make such payment from being an Event of Default hereunder. Nothing contained in this Article 5 or elsewhere in this Indenture, or in any of the Debentures, shall prevent the conversion of the Debentures or, except as prohibited by Sections 5.2 or 5.5, the application by the Trustee of any monies deposited with the Trustee hereunder for the purpose, to the payment of or on account of the Debenture Liabilities.


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    5.7

    Confirmation of Subordination

    Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 5 and appoints the Trustee his attorney-in-fact for any and all such purposes. Upon request of the Corporation, and upon being furnished an Officers' Certificate stating that one or more named Persons are Senior Creditors and specifying the amount and nature of the Senior Indebtedness of such Senior Creditor, the Trustee shall enter into a written agreement or agreements with the Corporation and the Person or Persons named in such Officers' Certificate providing that such Person or Persons are entitled to all the rights and benefits of this Article 5 as a Senior Creditor and for such other matters, such as an agreement not to amend the provisions of this Article 5 and the definitions herein without the consent of such Senior Creditor, as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such an agreement.

    5.8

    Knowledge of Trustee

    Notwithstanding the provisions of this Article 5 or any provision in this Indenture or in the Debentures contained, the Trustee will not be charged with knowledge of any Senior Indebtedness or of any default in the payment thereof, or of the existence of any Event of Default or any other fact that would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee has received written notice thereof from the Corporation, any Debentureholder or any Senior Creditor.

    5.9

    Trustee May Hold Senior Indebtedness

    The Trustee is entitled to all the rights set forth in this Article 5 with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture deprives the Trustee of any of its rights as such holder.

    5.10

    Rights of Holders of Senior Indebtedness Not Impaired

    No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or by any non-compliance by the Corporation with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

    5.11

    Altering the Senior Indebtedness

    The holders of the Senior Indebtedness have the right to extend, renew, modify or amend the terms of the Senior Indebtedness or any security therefor and to release, sell or exchange such security and otherwise to deal freely with the Corporation, all without notice to or consent of the Debentureholders or the Trustee and without affecting the liabilities and obligations of the parties to this Indenture or the Debentureholders.


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    5.12

    Additional Indebtedness

    This Indenture does not restrict the Corporation from incurring additional indebtedness for borrowed money or other obligations or liabilities (including Senior Indebtedness) or mortgaging, pledging or charging its properties to secure any indebtedness or obligations or liabilities.

    5.13

    Right of Debentureholder to Convert Not Impaired

    The subordination of the Debentures to the Senior Indebtedness and the provisions of this Article 5 do not impair in any way the right of a Debentureholder to convert its Debentures pursuant to Article 6.

    5.14

    Invalidated Payments

    In the event that any of the Senior Indebtedness shall be paid in full and subsequently, for whatever reason, such formerly paid or satisfied Senior Indebtedness becomes unpaid or unsatisfied, the terms and conditions of this Article 5 shall be reinstated and the provisions of this Article 5 shall again be operative until all Senior Indebtedness is repaid in full, provided that such reinstatement shall not give the Senior Creditors any rights or recourses against the Trustee or the Debentureholders for amounts paid to the Debentureholders subsequent to such payment or satisfaction in full and prior to such reinstatement.

    5.15

    Contesting Security

    The Trustee, for itself and on behalf of the Debentureholders, agrees that it shall not contest or bring into question the validity, perfection or enforceability of any of the Senior Indebtedness, the Senior Security, or the relative priority of the Senior Security.

    ARTICLE 6
    CONVERSION OF DEBENTURES

    6.1

    Applicability of Article

    Any Debentures issued hereunder of any series which by their terms are convertible (subject, however, to any applicable restriction of the conversion of Debentures of such series) will be convertible into Common Shares or other securities of the Corporation (subject to applicable restrictions on transfer imposed by U.S. Securities Laws), at such conversion rate or rates, and on such date or dates and in accordance with such other provisions as shall have been determined at the time of issue of such Debentures and shall have been expressed in this Indenture (including Sections 2.4(f), 2.4(j) and 3.7 hereof), in such Debentures, in an Officers' Certificate, or in a supplemental indenture authorizing or providing for the issue thereof.

    Such right of conversion shall extend only to the maximum number of whole Common Shares into which the aggregate principal amount of the Debenture or Debentures surrendered for conversion at any one time by the holder thereof may be converted. Fractional interests in Common Shares shall be adjusted for in the manner provided in Section 6.6.


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    6.2

    Notice of Expiry of Conversion Privilege

    Notice of the expiry of the conversion privileges of the Debentures shall be given by or on behalf of the Corporation, not more than 60 days and not less than 40 days prior to the date fixed for the Time of Expiry, in the manner provided for in Section 14.2.

    6.3

    Revival of Right to Convert

    If the redemption of any Debenture called for redemption by the Corporation is not made or the payment of the purchase price of any Debenture which has been tendered in acceptance of an offer by the Corporation to purchase Debentures for cancellation is not made, in the case of a redemption upon due surrender of such Debenture or in the case of a purchase on the date on which such purchase is required to be made, as the case may be, then, provided the Time of Expiry has not passed, the right to convert such Debentures shall revive and continue as if such Debenture had not been called for redemption or tendered in acceptance of the Corporation's offer, respectively.

    6.4

    Manner of Exercise of Right to Convert

         
    (a)

    The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares shall surrender such Debenture to the Trustee its principal office in the City of Toronto, Ontario together with the conversion notice attached hereto as Schedule “D” or any other written notice in a form satisfactory to the Trustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising his right to convert such Debenture in accordance with the provisions of this Article 6; provided that with respect to a Global Debenture, the obligation to surrender a Debenture to the Trustee shall be satisfied if the Trustee makes notation on the Global Debenture of the principal amount thereof so converted and the Trustee is provided with all other documentation which it may request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 6.4(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article 6 and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Common Shares.

         
    (b)

    For the purposes of this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article 6 or, in the case of a Global Debenture which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at one of its offices specified in Section 6.4(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares or Debentures is closed, the Person or Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.



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    (c)

    Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article 6 and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.

         
    (d)

    The holder of any Debenture of which only a part is converted shall, upon the exercise of his right of conversion surrender such Debenture to the Trustee in accordance with Section 6.4(a), and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered or, with respect to a Global Debenture, the Trustee shall make notations on the Global Debentures of the principal amount thereof so converted.

         
    (e)

    Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. The Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 6.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.

         
    6.5

    Adjustment of Conversion Price

         
    (a)

    If and whenever at any time prior to the Time of Expiry the Corporation shall (i) subdivide or redivide the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares), the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 6.5(a) shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (c) and (d) of this Section 6.5.



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      (b)

    If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the payment of a cash dividend or distribution to the holders of all or substantially all of the outstanding Common Shares in respect of any Applicable Period, the Conversion Price shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the denominator shall be the Current Market Price per Common Share on such record date and of which the numerator shall be the Current Market Price per Common Share on such record date minus the amount in cash per Common Share distributed to holders of Common Shares, provided that the Conversion Price so adjusted is not less than $0.23, which represents the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the five consecutive trading days prior to and including June 26, 2012, the date the Offering was announced, less the maximum permitted discount pursuant to the policies of the Toronto Stock Exchange. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Conversion Price shall be re-adjusted to the Conversion Price which would then be in effect if such record date had not been fixed.

         
      (c)

    If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price per Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such options, rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Conversion Price shall be re- adjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants were included in such fraction, as the case may be.



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      (d)

    If and whenever at any time prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 6.5(a) or a consolidation, amalgamation, arrangement, binding share exchange, merger of the Corporation with or into any other Person or other entity or acquisition of the Corporation or other combination pursuant to which the Common Shares are converted into or acquired for cash, securities or other property; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person (other than a direct or indirect wholly-owned subsidiary of the Corporation) or other entity or a liquidation, dissolution or winding-up of the Corporation, any holder of a Debenture who has not exercised its right of conversion prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, such amount of cash or the number of shares or other securities or property of the Corporation or of the Person or other entity resulting from such merger, amalgamation, arrangement, acquisition, combination or consolidation, or to which such sale or conveyance may be made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that such holder of a Debenture would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the conversion right. If determined appropriate by the Board of Directors, to give effect to or to evidence the provisions of this Section 6.5(d), the Corporation, its successor, or such purchasing Person or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, share exchange, acquisition, combination, sale or conveyance or liquidation, dissolution or winding-up, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the holder of Debentures to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any cash, shares or other securities or property to which a holder of Debentures is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this Section 6.5(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 16. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing Person or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 6.5(d) and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, share exchanges, acquisitions, combinations, sales or conveyances. For greater certainty, nothing in this Section 6.5(d) shall affect or reduce the requirement for any Person to make a Change of Control Purchase Offer or any payment in connection therewith in accordance with Section 2.4, and notice of any transaction to which this Section 6.5(d) applies shall be given in accordance with Section 6.10.



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      (e)

    If the Corporation shall make a distribution to all or substantially all of the holders of Common Shares of shares in the capital of the Corporation, other than Common Shares, or evidences of indebtedness or other assets of the Corporation, including securities (but excluding (x) any issuance of rights or warrants for which an adjustment was made pursuant to Section 6.5(c), and (y) any dividend or distribution paid exclusively in cash for which an adjustment was made pursuant to Section 6.5(b)) (the “ Distributed Securities ”), then in each such case (unless the Corporation distributes such Distributed Securities to the holders of Debentures on such dividend or distribution date (as if each holder had converted such Debenture into Common Shares immediately preceding the record date with respect to such distribution)) the Conversion Price in effect immediately preceding the record date fixed for the dividend or distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately preceding such record date by a fraction of which the denominator shall be the five day VWAP for the Common Shares immediately prior to the record date and of which the numerator shall be the five day VWAP for the Common Shares for the first five trading days that occur immediately following such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective five Business Days immediately after the record date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

         
     

    Notwithstanding the foregoing, if the securities distributed by the Corporation to all holders of its Common Shares consist of capital stock of, or similar equity interests in, a Subsidiary or other business of the Corporation (the “ Spinoff Securities ”), the Conversion Price shall be adjusted, unless the Corporation makes an equivalent distribution to the holders of Debentures, so that the same shall be equal to the rate determined by multiplying the Conversion Price in effect on the record date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the sum of (A) the weighted average trading price of one Common Share over the 20 consecutive trading day period (the “ Spinoff Valuation Period ”) commencing on and including the fifth trading day after the date on which ex-dividend trading commences for such distribution on the Toronto Stock Exchange, or such other national or regional exchange or market on which the Common Shares are then listed or quoted and (B) the product of (i) the weighted average trading price (calculated in substantially the same way as the Current Market Price is calculated for the Common Shares) over the Spinoff Valuation Period of the Spinoff Securities or, if no such prices are available, the fair market value of the Spinoff Securities as reasonably determined by the Board of Directors (which determination shall be conclusive and shall be evidenced by an Officers' Certificate delivered to the Trustee) multiplied by (ii) the number of Spinoff Securities distributed in respect of one Common Share and the numerator of which shall be the weighted average trading price of one Common Share over the Spinoff Valuation Period, such adjustment to become effective immediately preceding the opening of business on the 25th trading day after the date on which ex-dividend trading commences; provided, however, that the Corporation may in lieu of the foregoing adjustment elect to make adequate provision so that each holder of Debentures shall have the right to receive upon conversion thereof the amount of such Spinoff Securities that such holder of Debentures would have received if such Debentures had been converted on the record date with respect to such distribution.



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      (f)

    If any issuer bid made by the Corporation or any of its Subsidiaries for all or any portion of Common Shares shall expire, then, if the issuer bid shall require the payment to shareholders of consideration per Common Share having a fair market value (determined as provided below) that exceeds the Current Market Price per Common Share on the last date (the “ Expiration Date ”) tenders could have been made pursuant to such issuer bid (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “ Expiration Time ”), the Conversion Price shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Price in effect immediately preceding the close of business on the Expiration Date by a fraction of which (i) the denominator shall be the sum of (A) the fair market value of the aggregate consideration (the fair market value as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) payable to shareholders based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Common Shares validly tendered and not withdrawn as of the Expiration Time (the Common Shares deemed so accepted, up to any such maximum, being referred to as the “ Purchased Common Shares ”) and (B) the product of the number of Common Shares outstanding (less any Purchased Common Shares and excluding any Common Shares held in the treasury of the Corporation) at the Expiration Time and the Current Market Price per Common Share on the Expiration Date and (ii) the numerator of which shall be the product of the number of Common Shares outstanding (including Purchased Common Shares but excluding any Common Shares held in the treasury of the Corporation) at the Expiration Time multiplied by the Current Market Price per Common Share on the Expiration Date, such increase to become effective immediately preceding the opening of business on the day following the Expiration Date. In the event that the Corporation is obligated to purchase Common Shares pursuant to any such issuer bid, but the Corporation is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of Common Shares actually purchased, if any. If the application of this clause (f) of Section 6.5 to any issuer bid would result in a decrease in the Conversion Price, no adjustment shall be made for such issuer bid under this clause (f).



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    For purposes of this Section 6.5(f), the term “issuer bid” shall mean an issuer bid under Applicable Securities Legislation or a take-over bid under Applicable Securities Legislation by a Subsidiary of the Corporation for the Common Shares and all references to “purchases” of Common Shares in issuer bids (and all similar references) shall mean and include the purchase of Common Shares in issuer bids and all references to “tendered Common Shares” (and all similar references) shall mean and include Common Shares tendered in issuer bids.

         
      (g)

    In any case in which this Section 6.5 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Debenture converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Conversion or such later date as such holder would, but for the provisions of this Section 6.5(f), have become the holder of record of such additional Common Shares pursuant to Section 6.4(b).

         
      (h)

    The adjustments provided for in this Section 6.5 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 6.5, provided that, notwithstanding any other provision of this Section 6.5, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided however, that any adjustments which by reason of this Section 6.5(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

         
      (i)

    For the purpose of calculating the number of Common Shares outstanding, Common Shares owned by or for the benefit of the Corporation shall not be counted.

         
      (j)

    In the event of any question arising with respect to the adjustments provided in this Section 6.5, such question shall be conclusively determined by a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Trustee and the Debentureholders.



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      (k)

    In case the Corporation shall take any action affecting the Common Shares other than action described in this Section 6.5, which in the opinion of the Board of Directors, would materially affect the rights of Debentureholders, the Conversion Price shall be adjusted in such manner and at such time, by action of the Board of Directors, subject to the prior written consent of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed, as the Board of Directors, in their sole discretion may determine to be equitable in the circumstances. Failure of the directors to make such an adjustment shall be conclusive evidence that they have determined that it is equitable to make no adjustment in the circumstances.

         
      (l)

    Subject to the prior written consent of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed, no adjustment in the Conversion Price shall be made in respect of any event described in Sections 6.5(a), 6.5(b), 6.5(c), 6.5(e) or 6.5(f) other than the events described in Section 6.5(a)(i) or (a)(ii) if the holders of the Debentures are entitled to participate in such event on the same terms mutatis mutandis as if they had converted their Debentures prior to the effective date or record date, as the case may be, of such event.

         
      (m)

    Except as stated above in this Section 6.5, no adjustment will be made in the Conversion Price for any Debentures as a result of the issuance of Common Shares at less than the Current Market Price for such Common Shares on the date of issuance or the then applicable Conversion Price.


    6.6

    No Requirement to Issue Fractional Common Shares

    The Corporation shall not be required to issue fractional Common Shares upon the conversion of Debentures pursuant to this Article. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of whole Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of such Debentures to be converted. If any fractional interest in a Common Share would, except for the provisions of this Section, be deliverable upon the conversion of any principal amount of Debentures, the Corporation shall, in lieu of delivering any certificate representing such fractional interest, make a cash payment to the holder of such Debenture of an amount equal to the fractional interest which would have been issuable multiplied by the Current Market Price, provided, however, that the Corporation shall not be required to make any payment of less than $5.00.

    6.7

    Corporation to Reserve Common Shares

    The Corporation covenants with the Trustee that it will at all times reserve and keep available out of its authorized Common Shares (if the number thereof is or becomes limited), solely for the purpose of issue upon conversion of Debentures as in this Article 6 provided, and conditionally allot to Debentureholders who may exercise their conversion rights hereunder, such number of Common Shares as shall then be issuable upon the conversion of all outstanding Debentures. The Corporation covenants with the Trustee that all Common Shares which shall be so issuable shall be duly and validly issued as fully-paid and non-assessable.


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    6.8

    Cancellation of Converted Debentures

    Subject to the provisions of Section 6.4 as to Debentures converted in part, all Debentures converted in whole or in part under the provisions of this Article 6 shall be forthwith delivered to and cancelled by the Trustee and no Debenture shall be issued in substitution for those converted.

    6.9

    Certificate as to Adjustment

    The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 6.5, deliver an Officers' Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 6.9.

    6.10

    Notice of Special Matters

    The Corporation covenants with the Trustee that so long as any Debenture remains outstanding, it will give notice to the Trustee, and to the Debentureholders in the manner provided in Section 14.2, of its intention to fix a record date for any event referred to in Sections 6.5(a), 6.5(b), 6.5(c) or 6.5(e) (other than the subdivision, redivision, reduction, combination or consolidation of its Common Shares) which may give rise to an adjustment in the Conversion Price, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date.

    In addition, the Corporation covenants with the Trustee that so long as any Debenture remains outstanding, it will give notice to the Trustee, and to the Debentureholders in the manner provided in Section 14.2, at least 30 days prior to the effective date of any transaction referred to in Section 6.5(d) stating the consideration into which the Debentures will be convertible after the effective date of such transaction.

    6.11

    Protection of Trustee

    Subject to Section 15.3, the Trustee:


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      (a)

    shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

         
      (b)

    shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of any Debenture; and

         
      (c)

    shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Common Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article 6.


    6.12

    U.S. Legend on Common Shares

    Any conversion of Debentures into Common Shares or other securities of the Corporation shall be effected in accordance with U.S. Securities Laws. Each certificate representing Common Shares issued upon conversion of U.S Restricted Debentures shall have imprinted or otherwise reproduced thereon such legend or legends in substantially the form of Schedule “E” attached hereto.

    ARTICLE 7
    COVENANTS OF THE CORPORATION

    The Corporation hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Debentureholders, that so long as any Debentures remain outstanding:

    7.1

    To Pay Principal, Premium (if any) and Interest

    The Corporation will duly and punctually pay or cause to be paid to every Debentureholder the principal of, premium (if any) and interest accrued on the Debentures of which it is the holder on the dates, at the places and in the manner mentioned herein and in the Debentures.

    7.2

    To Pay Trustee's Remuneration

    The Corporation will pay the Trustee reasonable remuneration for its services as trustee hereunder and will repay to the Trustee on demand all monies which shall have been paid by the Trustee in connection with the execution of the trusts hereby created and such monies including the Trustee's remuneration, shall be payable out of any funds coming into the possession of the Trustee in priority to payment of any principal of the Debentures or interest or premium thereon. Such remuneration shall continue to be payable until the trusts hereof be finally wound up and whether or not the trusts of this Indenture shall be in the course of administration by or under the direction of a court of competent jurisdiction.

    7.3

    To Give Notice of Default

    The Corporation shall notify the Trustee immediately upon obtaining knowledge of any Event of Default hereunder.


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    7.4

    Preservation of Existence, etc.

    Subject to the express provisions hereof, the Corporation will carry on and conduct its activities, and cause its Subsidiaries to carry on and conduct their businesses, in a business-like manner and in accordance with good business practices; and, subject to the express provisions hereof, it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights.

    7.5

    Keeping of Books

    The Corporation will keep or cause to be kept proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Corporation in accordance with generally accepted accounting principles.

    7.6

    Annual Certificate of Compliance

    The Corporation shall deliver to the Trustee, within 120 days after the end of each calendar year, an Officers' Certificate as to the knowledge of such officers of the Corporation who execute the Officers' Certificate of the Corporation's compliance with all conditions and covenants in this Indenture certifying that after reasonable investigation and inquiry, the Corporation has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which could, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be.

    7.7

    Performance of Covenants by Trustee

    If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Trustee may notify the Debentureholders of such failure on the part of the Corporation or may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to do so or to notify the Debentureholders. All sums so expended or advanced by the Trustee shall be repayable as provided in Section 7.2. No such performance, expenditure or advance by the Trustee shall be deemed to relieve the Corporation of any default hereunder.

    7.8

    SEC Notice

    The Corporation confirms that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to section 12 of the 1934 Act and does not have a reporting obligation pursuant to section 15(d) of the 1934 Act.

    The Corporation covenants that, in the event that it shall begin, or thereafter cease, to be a Foreign Issuer, the Corporation shall promptly deliver to the Trustee an Officers' Certificate certifying such status and other information as the Trustee may reasonably require at such given time.

    The Corporation confirms that it will not pay or give any commission or other remuneration to any person, directly or indirectly, for soliciting the conversion of the Debentures.


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    7.9

    No Dividends on Common Shares if Event of Default

    The Corporation shall not declare or pay any dividend to the holders of its issued and outstanding Common Shares after the occurrence of an Event of Default unless and until such default shall have been cured or waived or shall have ceased to exist.

    7.10

    Maintain Listing

    The Corporation will use reasonable commercial efforts to maintain the listing of the Common Shares and the Debentures on the Toronto Stock Exchange, and to maintain the Corporation's status as a “reporting issuer” not in default of the requirements of the Applicable Securities Legislation; provided that the foregoing covenant shall not prevent or restrict the Corporation from carrying out a transaction to which Article 11 would apply if carried out in compliance with Article 11 even if as a result of such transaction the Corporation ceases to be a “reporting issuer” in all or any of the provinces of Canada or the Common Shares or Debentures cease to be listed on the Toronto Stock Exchange or any other stock exchange.

    ARTICLE 8
    DEFAULT

    8.1

    Events of Default

    Each of the following events constitutes, and is herein sometimes referred to as, an “ Event of Default ”:

      (a)

    failure for 10 days to pay interest on the Debentures after such interest is due;

         
      (b)

    failure to pay principal or premium, if any, when due on the Debentures whether at maturity, upon redemption, by declaration or otherwise;

         
      (c)

    default in the delivery, when due, of all cash and any Common Shares or other consideration, payable on conversion, redemption or maturity of the Debentures, which default continues for 15 days;

         
      (d)

    default in the observance or performance of any covenant or condition of the Indenture by the Corporation and the failure to cure (or obtain a waiver for) such default for a period of 60 days after notice in writing has been given by the Trustee or from holders of not less than 25% in aggregate principal amount of the Debentures to the Corporation specifying such default and requiring the Corporation to rectify such default or obtain a waiver for same;

         
      (e)

    if a decree or order of a Court having jurisdiction is entered adjudging the Corporation a bankrupt or insolvent under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or issuing sequestration or process of execution against, or against any substantial part of, the property of the Corporation, or appointing a receiver of, or of any substantial part of, the property of the Corporation or ordering the winding-up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 days;



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      (f)

    if the Corporation institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or consents to the filing of any such petition or to the appointment of a receiver of, or of any substantial part of, the property of the Corporation or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due;

         
      (g)

    if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 11.1 are duly observed and performed;

         
      (h)

    if, after the date of this Indenture, any proceedings with respect to the Corporation are taken with respect to a compromise or arrangement, with respect to creditors of the Corporation generally, under the applicable legislation of any jurisdiction; or

         
      (i)

    any failure by the Corporation to comply with the terms of any indebtedness of the Corporation or its Subsidiaries in an aggregate amount of at least $10,000,000 (or the foreign currency equivalent) where such failure to comply results in an acceleration of such indebtedness prior to maturity;

         
     

    then: (x) in each and every such event listed above, the Trustee may, in its discretion, and shall, upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Debentures then outstanding, subject to the provisions of Section 8.3, by notice in writing to the Corporation declare the principal of and interest and premium, if any, on all Debentures then outstanding and all other monies outstanding hereunder to be due and payable and the same shall thereupon forthwith become immediately due and payable to the Trustee, and on the occurrence of an Event of Default under Sections 8.1(e), 8.1(f), 8.1(g) or 8.1(h), the principal of and interest and premium, if any, on all Debentures then outstanding hereunder and all other monies outstanding hereunder, shall automatically without any declaration or other act on the part of the Trustee or any Debentureholder become immediately due and payable to the Trustee and, in either case, upon such amounts becoming due and payable in either (x) or (y) above, the Corporation shall forthwith pay to the Trustee for the benefit of the Debentureholders such principal, accrued and unpaid interest and premium, if any, and interest on amounts in default on such Debenture and all other monies outstanding hereunder, together with subsequent interest at the rate borne by the Debentures on such principal, interest, premium and such other monies from the date of such declaration or event until payment is received by the Trustee, such subsequent interest to be payable at the times and places and in the manner mentioned in and according to the tenor of the Debentures. Such payment when made shall be deemed to have been made in discharge of the Corporation's obligations hereunder and any monies so received by the Trustee shall be applied in the manner provided in Section 8.6.

         
     

    For greater certainty, for the purposes of this Section 8.1, a series of Debentures shall be in default in respect of an Event of Default if such Event of Default relates to a default in the payment of principal, premium, if any, or interest on the Debentures of such series in which case references to Debentures in this Section 8.1 refer to Debentures of that particular series.



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    For purposes of this Article 8, where the Event of Default refers to an Event of Default with respect to a particular series of Debentures as described in this Section 8.1, then this Article 8 shall apply mutatis mutandis to the Debentures of such series and references in this Article 8 to the Debentures shall mean Debentures of the particular series and references to the Debentureholders shall refer to the Debentureholders of the particular series, as applicable.

    8.2

    Notice of Events of Default

    If an Event of Default shall occur and be continuing the Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Debentureholders in the manner provided in Section 14.2, provided that notwithstanding the foregoing, unless the Trustee shall have been requested to do so by the holders of at least 25% of the principal amount of the Debentures then outstanding, the Trustee shall not be required to give such notice if the Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the Debentureholders and shall have so advised the Corporation in writing.

    8.3

    Waiver of Default

    Upon the occurence of an Event of Default hereunder:

      (a)

    the holders of the Debentures shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by requisition in writing by the holders of more than 50% of the principal amount of Debentures then outstanding, to instruct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 8.1 and the Trustee shall thereupon waive the Event of Default and cancel such declaration, or either, upon such terms and conditions as shall be prescribed in such requisition; provided that notwithstanding the foregoing if the Event of Default has occurred by reason of the non-observance or non-performance by the Corporation of any covenant applicable only to one or more series of Debentures, then the holders of more than 50% of the principal amount of the outstanding Debentures of that series shall be entitled to exercise the foregoing power and the Trustee shall so act and it shall not be necessary to obtain a waiver from the holders of any other series of Debentures; and

         
      (b)

    the Trustee, so long as it has not become bound to declare the principal and interest on the Debentures then outstanding to be due and payable, or to obtain or enforce payment of the same, shall have power to waive any Event of Default if, in the Trustee's opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Trustee in the exercise of its discretion, upon such terms and conditions as the Trustee may deem advisable.



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    No such act or omission either of the Trustee or of the Debentureholders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

    8.4

    Enforcement by the Trustee

    Subject to the provisions of Section 8.3 and to the provisions of any Extraordinary Resolution that may be passed by the Debentureholders, if the Corporation shall fail to pay to the Trustee, forthwith after the same shall have been declared to be due and payable under Section 8.1, the principal of and premium (if any) and interest on all Debentures then outstanding, together with any other amounts due hereunder, the Trustee may in its discretion and shall upon receipt of a request in writing signed by the holders of not less than 25% in principal amount of the Debentures then outstanding and upon being funded and indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred, proceed in its name as trustee hereunder to obtain or enforce payment of such principal of and premium (if any) and interest on all the Debentures then outstanding together with any other amounts due hereunder by such proceedings authorized by this Indenture or by law or equity as the Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Trustee shall act without such request, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient.

    The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Debentures, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Trustee and of the holders of the Debentures allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Corporation or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective holders of the Debentures by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective holders of the Debentures with authority to make and file in the respective names of the holders of the Debentures or on behalf of the holders of the Debentures as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Debentures themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such holders of the Debentures, as may be necessary or advisable in the opinion of the Trustee, in order to have the respective claims of the Trustee and of the holders of the Debentures against the Corporation or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that subject to Section 8.3, nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Debentureholder.

    The Trustee shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Debentureholders.


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    All rights of action hereunder may be enforced by the Trustee without the possession of any of the Debentures or the production thereof on the trial or other proceedings relating thereto. Any such suit or proceeding instituted by the Trustee shall be brought in the name of the Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the holders of the Debentures subject to the provisions of this Indenture. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debentures, and it shall not be necessary to make any holders of the Debentures parties to any such proceeding.

    8.5

    No Suits by Debentureholders

    No holder of any Debenture shall have any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the principal of or interest on the Debentures or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Corporation wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless: (a) such holder shall previously have given to the Trustee written notice of the happening of an Event of Default hereunder; and (b) the Debentureholders by Extraordinary Resolution or by written instrument signed by the holders of at least 25% in principal amount of the Debentures then outstanding shall have made a request to the Trustee and the Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose; and (c) the Debentureholders or any of them shall have furnished to the Trustee, when so requested by the Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Trustee shall have failed to act within a reasonable time after such notification, request, receipt of sufficient funds, security and offer of indemnity and such notification, request, receipt of sufficient funds, security and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to any such proceeding or for any other remedy hereunder by or on behalf of the holder of any Debentures.

    8.6

    Application of Monies by Trustee

           
    (a)

    Except as herein otherwise expressly provided, any monies received by the Trustee from the Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Corporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows:

           
    (i)

    first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided;

           
    (ii)

    second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal, premium (if any) and interest as may be directed by such resolution; and



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      (iii)

    third, in payment of the surplus, if any, of such monies to the Corporation or its assigns;


     

    provided, however, that no payment shall be made pursuant to clause (ii) above in respect of the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Corporation or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal, premium (if any) and interest (if any) on all Debentures which are not so held.

         
      (b)

    The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in Section 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.


    8.7

    Notice of Payment by Trustee

    Not less than 15 days' notice shall be given in the manner provided in Section 14.2 by the Trustee to the Debentureholders of any payment to be made under this Article 8. Such notice shall state the time when and place where such payment is to be made and also the liability under this Indenture to which it is to be applied. After the day so fixed, unless payment shall have been duly demanded and have been refused, the Debentureholders will be entitled to interest only on the balance (if any) of the principal monies, premium (if any) and interest due (if any) to them, respectively, on the Debentures, after deduction of the respective amounts payable in respect thereof on the day so fixed.

    8.8

    Trustee May Demand Production of Debentures

    The Trustee shall have the right to demand production of the Debentures in respect of which any payment of principal, interest or premium required by this Article 8 is made and may cause to be endorsed on the same a memorandum of the amount so paid and the date of payment, but the Trustee may, in its discretion, dispense with such production and endorsement, upon such indemnity being given to it and to the Corporation as the Trustee shall deem sufficient.


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    8.9

    Remedies Cumulative

    No remedy herein conferred upon or reserved to the Trustee, or upon or to the holders of Debentures is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

    8.10

    Judgment Against the Corporation

    The Corporation covenants and agrees with the Trustee that, in case of any judicial or other proceedings to enforce the rights of the Debentureholders, judgment may be rendered against it in favour of the Debentureholders or in favour of the Trustee as trustee for the Debentureholders for any amount which may remain due in respect of the Debentures and premium (if any) and the interest thereon and any other monies owing hereunder.

    8.11

    Immunity of Directors, Officers and Others

    The Debentureholders and the Trustee hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future officer, director or employee of the Corporation or holder of Common Shares of the Corporation or of any successor for the payment of the principal of or premium or interest on any of the Debentures or on any covenant, agreement, representation or warranty by the Corporation contained herein or in the Debentures.

    ARTICLE 9
    SATISFACTION AND DISCHARGE

    9.1

    Cancellation and Destruction

    All Debentures shall forthwith after payment thereof be delivered to the Trustee and cancelled by it. All Debentures cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Corporation, the Trustee shall furnish to it a destruction certificate setting out the designating numbers of the Debentures so destroyed.

    9.2

    Non-Presentation of Debentures

    In case the holder of any Debenture shall fail to present the same for payment on the date on which the principal of, premium (if any) or the interest thereon or represented thereby becomes payable either at maturity or otherwise or shall not accept payment on account thereof and give such receipt therefor, if any, as the Trustee may require:

      (a)

    the Corporation shall be entitled to pay or deliver to the Trustee and direct it to set aside; or

         
      (b)

    in respect of monies or Common Shares in the hands of the Trustee which may or should be applied to the payment of the Debentures, the Corporation shall be entitled to direct the Trustee to set aside; or



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      (c)

    if the redemption was pursuant to notice given by the Trustee, the Trustee may itself set aside;

    the monies or Common Shares, as the case may be, in trust to be paid to the holder of such Debenture upon due presentation or surrender thereof in accordance with the provisions of this Indenture; and thereupon the principal of, premium (if any) or the interest payable on or represented by each Debenture in respect whereof such monies or Common Shares, if applicable, have been set aside shall be deemed to have been paid and the holder thereof shall thereafter have no right in respect thereof except that of receiving delivery and payment of the monies or Common Shares, if applicable, so set aside by the Trustee upon due presentation and surrender thereof, subject always to the provisions of Section 9.3.

    9.3

    Repayment of Unclaimed Monies or Common Shares

    Subject to applicable law, any monies or Common Shares, if applicable, set aside under Section 9.2 and not claimed by and paid to holders of Debentures as provided in Section 9.2 within five years less one day after the date of such setting aside shall be repaid and delivered to the Corporation by the Trustee and thereupon the Trustee shall be released from all further liability with respect to such monies or Common Shares, if applicable, and thereafter the holders of the Debentures in respect of which such monies or Common Shares, if applicable, were so repaid to the Corporation shall have no rights in respect thereof except to obtain payment and delivery of the monies or Common Shares, if applicable, from the Corporation subject to any limitation provided by the laws of the Province of Ontario. Notwithstanding the foregoing, the Trustee will pay any remaining funds prior to the expiry of five years less one day after the setting aside described in Section 9.4 to the Corporation upon receipt from the Corporation, of an unconditional letter of credit from a Canadian chartered bank in an amount equal to or in excess of the amount of the remaining funds. If the remaining funds are paid to the Corporation prior to the expiry of five years less one day after such setting aside, the Corporation shall reimburse the Trustee for any amounts so set aside which are required to be paid by the Trustee to a holder of a Debenture after the date of such payment of the remaining funds to the Corporation but prior to five years less one day after such setting aside.

    9.4

    Discharge

    The Trustee shall at the written request of the Corporation release and discharge this Indenture and execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and to release the Corporation from its covenants herein contained (other than the provisions relating to the indemnification of the Trustee), upon proof being given to the reasonable satisfaction of the Trustee that the principal of, premium (if any) and interest (including interest on amounts in default, if any), on all the Debentures and all other monies payable or Common Shares issuable hereunder have been paid, satisfied or delivered that all the Debentures having matured or having been duly called for redemption, payment of the principal of and interest (including interest on amounts in default, if any) on such Debentures and of all other monies payable hereunder has been duly and effectually provided for in accordance with the provisions hereof.


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    9.5

    Satisfaction

             
    (a)

    The Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the Corporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures or all of the outstanding Debentures of any series, as applicable:

             
    (i)

    the Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money or Common Shares, if applicable, sufficient to pay, satisfy and discharge the entire amount of principal of, premium, if any, and interest, if any, to maturity, or any repayment date or Redemption Dates, or any Change of Control Purchase Date, or upon conversion or otherwise as the case may be, of such Debentures;

             
    (ii)

    the Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures:

             
    (A)

    if the Debentures are issued in Canadian dollars, such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Common Shares, if applicable; or

             
    (B)

    if the Debentures are issued in a currency or currency unit other than Canadian dollars, cash in the currency or currency unit in which the Debentures are payable and/or such amount in such currency or currency unit of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or the government that issued the currency or currency unit in which the Debentures are payable or Common Shares, if applicable;

    as will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal of, premium, if any on, and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; or

      (iii)

    all Debentures authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.10 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation;

    so long as in any such event:


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      (iv)

    the Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Debentures (together with all applicable expenses of the Trustee in connection with the payment of such Debentures); and

         
      (v)

    the Corporation has delivered to the Trustee an Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with.

    Any deposits with the Trustee referred to in this Section 9.5 shall be irrevocable, subject to Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of, premium, if any, and interest on the Debentures being satisfied.

      (b)

    Upon the satisfaction of the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, or all the outstanding Debentures of any series, as applicable, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Corporation.

         
      (c)

    Any funds or obligations deposited with the Trustee pursuant to this Section 9.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made.

         
      (d)

    If the Trustee is unable to apply any money or securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 9.5, provided that if the Corporation has made any payment in respect of principal of, premium, if any, or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.


    9.6

    Continuance of Rights, Duties and Obligations

         
    (a)

    Where trust funds or trust property have been deposited pursuant to Section 9.5, the holders of Debentures and the Corporation shall continue to have and be subject to their respective rights, duties and obligations under Article 2 and Article 4.

         
    (b)

    In the event that, after the deposit of trust funds or trust property pursuant to Section 9.5 in respect of a series of Debentures (the “ Defeased Debentures ”), any holder of any of the Defeased Debentures from time to time converts its Debentures to Common Shares or other securities of the Corporation in accordance with Section 2.4(d) (in respect of Initial Debentures or the comparable provision of any other series of Debentures), Article 6 or any other provision of this Indenture, the Trustee shall upon receipt of a Written Direction of the Corporation return to the Corporation from time to time the proportionate amount of the trust funds or other trust property deposited with the Trustee pursuant to Section 9.5 in respect of the Defeased Debentures which is applicable to the Defeased Debentures so converted (which amount shall be based on the applicable principal amount of the Defeased Debentures being converted in relation to the aggregate outstanding principal amount of all the Defeased Debentures).



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      (c)

    In the event that, after the deposit of trust funds or trust property pursuant to Section 9.5, the Corporation is required to make a Change of Control Purchase Offer to purchase any outstanding Debentures pursuant to Section 2.4(j) (in respect of Initial Debentures or the comparable provision of any other series of Debentures), in relation to Initial Debentures or to make an offer to purchase Debentures pursuant to any other similar provisions relating to any other series of Debentures, the Corporation shall be entitled to use any trust money or trust property deposited with the Trustee pursuant to Section 9.5 for the purpose of paying to any holders of Defeased Debentures who have accepted any such offer of the Corporation the Total Offer Price payable to such holders in respect of such Change of Control Purchase Offer in respect of Initial Debentures (or the total offer price payable in respect of an offer relating to any other series of Debentures). Upon receipt of a Written Direction from the Corporation, the Trustee shall be entitled to pay to such holder from such trust money or trust property deposited with the Trustee pursuant to Section 9.5 in respect of the Defeased Debentures which is applicable to the Defeased Debentures held by such holders who have accepted any such offer to the Corporation (which amount shall be based on the applicable principal amount of the Defeased Debentures held by accepting offerees in relation to the aggregate outstanding principal amount of all the Defeased Debentures).

    ARTICLE 10
    COMMON SHARE INTEREST PAYMENT ELECTION

    10.1

    Common Share Interest Payment Election

         
    (a)

    Provided that no Event of Default has occurred or is continuing under this Indenture and that all applicable regulatory and stock exchange approvals have been obtained (including any required approval of any stock exchange on which the Debentures or Common Shares are then listed), the Corporation shall have the right, from time to time to make a Common Share Interest Payment Election in respect of any Interest Obligation by delivering a Common Share Interest Payment Election Notice to the Trustee no later than the earlier of (i) the date required by applicable law or the rules of any stock exchange on which the Debentures or Common Shares are then listed, and (ii) the day which is 15 Business Days prior to the Interest Payment Date to which the Common Share Interest Payment Election relates. Such Common Share Interest Payment Election Notice shall provide that all or a portion of the Interest Obligation may be paid by the Corporation in Common Shares, and if only a portion of the Interest Obligation is to be paid in Common Shares, the Common Share Interest Payment Election shall state such portion to be paid in Common Shares and such portion to be paid in cash.



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      (b)

    Upon receipt of a Common Share Interest Payment Election Notice, the Trustee shall, in accordance with this Article 10 and such Common Share Interest Payment Election Notice, deliver Common Share Bid Requests to the investment banks, brokers or dealers identified by the Corporation, in its absolute discretion, in the Common Share Interest Payment Election Notice. In connection with the Common Share Interest Payment Election, the Trustee shall: (i) accept delivery of the Common Shares from the Corporation and process the Common Shares in accordance with the Common Share Interest Payment Election Notice; (ii) accept bids with respect to, and consummate sales of, such Common Shares, each as the Corporation shall direct in its absolute discretion through the investment banks, brokers or dealers identified by the Corporation in the Common Share Interest Payment Election Notice; (iii) invest the proceeds of such sales on the direction of the Corporation in Government Obligations which mature prior to an applicable Interest Payment Date and use such proceeds to pay the Interest Obligation in respect of which the Common Share Interest Payment Election Notice was made; and (iv) perform any other action necessarily incidental thereto as directed by the Corporation in its absolute discretion. The Common Share Interest Payment Election Notice shall direct the Trustee to solicit and accept only, and each Common Share Bid Request shall provide that the acceptance of any bid is conditional on the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of Common Shares which, together with the cash payments by the Corporation in lieu of fractional Common Shares, if any, equal the Interest Obligation on the Common Share Delivery Date.

         
      (c)

    The Common Share Interest Payment Election Notice shall provide for, and all bids shall be subject to, the right of the Corporation, by delivering written notice to the Trustee at any time prior to the consummation of such delivery and sale of the Common Shares on the Common Share Delivery Date, to withdraw the Common Share Interest Payment Election (which shall have the effect of withdrawing each related Common Share Bid Request), whereupon the Corporation shall be obliged to pay in cash the Interest Obligation in respect of which the Common Share Interest Payment Election Notice has been delivered.

         
      (d)

    Any sale of Common Shares pursuant to this Article 10 may be made to one or more Persons whose bids are solicited, but all such sales with respect to a particular Common Share Interest Payment Election shall take place concurrently on the Common Share Delivery Date.

         
      (e)

    The amount received by a holder of a Debenture in respect of the Interest Obligation or the entitlement thereto will not be affected by whether or not the Corporation elects to satisfy the Interest Obligation pursuant to a Common Share Interest Payment Election.



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      (f)

    The Trustee shall inform the Corporation promptly following receipt of any bid or bids for Common Shares solicited pursuant to the Common Share Bid Requests. The Trustee shall accept such bid or bids as the Corporation, in its absolute discretion, shall direct by Written Direction of the Corporation, provided that the aggregate proceeds of all sales of Common Shares resulting from the acceptance of such bids, together with the amount of any cash payment by the Corporation in lieu of any fractional Common Shares, on the Common Share Delivery Date, must be equal to the related Common Share Interest Payment Election Amount in connection with any bids so accepted, the Corporation, the Trustee (if required by the Corporation in its absolute discretion) and the applicable bidders shall, not later than the Common Share Delivery Date, enter into Common Share Purchase Agreements and shall comply with all Applicable Securities Legislation and U.S. Securities Laws, including the securities rules and regulations of any stock exchange on which the Debentures or Common Shares are then listed. The Corporation shall pay all fees and expenses in connection with the Common Share Purchase Agreements including the fees and commissions charged by the investment banks, brokers and dealers and the fees of the Trustee.

         
      (g)

    Provided that: (i) all conditions specified in each Common Share Purchase Agreement to the closing of all sales thereunder have been satisfied, other than the delivery of the Common Shares to be sold thereunder against payment of the purchase price thereof; and (ii) the purchasers under each Common Share Purchase Agreement shall be ready, willing and able to perform thereunder, in each case on the Common Share Delivery Date, the Corporation shall, on the Common Share Delivery Date, deliver to the Trustee the Common Shares to be sold on such date, an amount in cash equal to the value of any fractional Common Shares and an Officers' Certificate to the effect that all conditions precedent to such sales, including those set forth in this Indenture and in each Common Share Purchase Agreement, have been satisfied. Upon such deliveries, the Trustee shall consummate such sales on such Common Share Delivery Date by the delivery of the Common Shares to such purchasers against payment to the Trustee in immediately available funds of the purchase price therefor in an aggregate amount equal to the Common Share Interest Payment Election Amount (less any amount attributable to any fractional Common Shares), whereupon the sole right of a holder of Debentures to receive such holder's portion of the Common Share Interest Payment Election Amount will be to receive same from the Trustee out of the proceeds of such sales of Common Shares plus any amount received by the Trustee from the Corporation attributable to any fractional Common Shares in full satisfaction of the Interest Obligation and the holder will have no further recourse to the Corporation in respect of the Interest Obligation.



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      (h)

    The Trustee shall, on the Common Share Delivery Date, use the sale proceeds of the Common Shares (together with any cash received from the Corporation in lieu of any fractional Common Shares) to purchase, on the direction of the Corporation in writing, Government Obligations which mature prior to the applicable Interest Payment Date and which the Trustee is required to hold until maturity (the “ Common Share Proceeds Investment ”) and shall, on such date, deposit the balance, if any, of such sale proceeds in an account established by the Corporation(and which shall be maintained by and subject to the control of the Trustee) (the “ Interest Account ”) for such Debentures. The Trustee shall hold such Common Share Proceeds Investment (but not income earned thereon) under its exclusive control in an irrevocable trust for the benefit of the holders of the Debentures. At least one Business Day prior to the Interest Payment Date, the Trustee shall deposit amounts from the proceeds of the Common Share Proceeds Investment in the Interest Account to bring the balance of the Interest Account to the Common Share Interest Payment Election Amount. On the Interest Payment Date, the Trustee shall pay the funds held in the Interest Account to the holders of record of the Debentures on the Interest Payment Date and, provided that there is no Event of Default, shall remit amounts, if any, in respect of income earned on the Common Share Proceeds Investment or otherwise in excess of the Common Share Interest Payment Election Amount to the Corporation.

         
      (i)

    Neither the making of a Common Share Payment Election nor the consummation of sales of Common Shares on a Common Share Delivery Date shall (i) result in the holders of the Debentures not being entitled to receive on the applicable Interest Payment Date cash in an aggregate amount equal to the Interest Obligation payable on such date or (ii) entitle such holders to receive any Common Shares in satisfaction of such Interest Obligation.

         
      (j)

    No fractional Common Shares will be issued in satisfaction of interest but in lieu thereof the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest provided, however, that the Corporation shall not be required to make any payment of less than $5.00.

    ARTICLE 11
    SUCCESSORS

    11.1

    Corporation may Consolidate, Etc., Only on Certain Terms

           
    (a)

    The Corporation may not, without the consent of the holders, consolidate with or amalgamate or merge with or into any Person (other than a directly or indirectly wholly-owned Subsidiary of the Corporation) or sell, convey, transfer or lease all or substantially all of the properties and assets of the Corporation to another Person (other than a directly or indirectly wholly-owned Subsidiary of the Corporation) unless:

           
    (i)

    the Person formed by such consolidation or into which the Corporation is amalgamated or merged, or the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the properties and assets of the Corporation is a corporation, organized and existing under the laws of Canada or any province or territory thereof or the laws of the United States or any state thereof and such corporation (if other than the Corporation or the continuing corporation resulting from the amalgamation of the Corporation with another corporation under the laws of Canada or any province or territory thereof) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the obligations of the Corporation under theDebentures and this Indenture and the performance or observance of every covenant and provision of this Indenture and the Debentures required on the part of the Corporation to be performed or observed and the conversion rights shall be provided for in accordance with Article 6, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Corporation or the continuing corporation resulting from the amalgamation of the Corporation with another corporation under the laws of Canada or any province or territory thereof) formed by such consolidation or into which the Corporation shall have been merged or by the Person which shall have acquired the Corporation's assets;



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      (ii)

    after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

         
      (iii)

    if the Corporation or the continuing corporation resulting from the amalgamation or merger of the Corporation with another Person under the laws of Canada or any province or territory thereof or the laws of the United States or any state thereof will not be the resulting, continuing or surviving corporation, the Corporation shall have, at or prior to the effective date of such consolidation, amalgamation, merger or sale, conveyance, transfer or lease, delivered to the Trustee an Officers' Certificate and an opinion of Counsel, each stating that such consolidation, merger or transfer complies with this Article and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article, and that all conditions precedent herein provided for relating to such transaction have been complied with.


      (b)

    For purposes of the foregoing, the sale, conveyance, transfer or lease (in a single transaction or a series of related transactions) of the properties or assets of one or more Subsidiaries of the Corporation (other than to the Corporation or another wholly-owned Subsidiary of the Corporation), which, if such properties or assets were directly owned by the Corporation, would constitute all or substantially all of the properties and assets of the Corporation and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Corporation.


    11.2

    Successor Substituted

    Upon any consolidation of the Corporation with, or amalgamation or merger of the Corporation into, any other Person or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Corporation and its Subsidiaries, taken as a whole, in accordance with Section 11.1, the successor Person formed by such consolidation or into which the Corporation is amalgamated or merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Indenture with the same effect as if such successor Person had been named as the Corporation herein, and thereafter, except in the case of a lease, and except for obligations the predecessor Person may have under a supplemental indenture entered into pursuant to Section 11.1(a)(iii), the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Debentures.


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    ARTICLE 12
    COMPULSORY ACQUISITION

    12.1

    Definitions

    In this Article:

      (a)

    Affiliate ” and “ Associate ” shall have their respective meanings set forth in the

         
     

    Securities Act (Ontario);

         
      (b)

    Dissenting Debentureholders ” means a Debentureholder who does not accept an Offer referred to in Section 12.2 and includes any assignee of the Debenture of a Debentureholder to whom such an Offer is made, whether or not such assignee is recognized under this Indenture;

         
      (c)

    Offer ” means an offer to acquire outstanding Debentures, which is a takeover bid for Debentures within the meaning ascribed thereto in MI 62-104, or in Ontario, within the meaning of the Securities Act (Ontario) or the Ontario Securities Commission Rule 62-504 – Take-over Bids and Issuer Bids, where as of the date of the offer to acquire, the Debentures that are subject to the offer to acquire, together with the Offeror's Debentures, constitute in the aggregate 20% or more of the outstanding principal amount of the Debentures;

         
      (d)

    offer to acquire ” includes an acceptance of an offer to sell;

         
      (e)

    Offeror ” means a Person, or two or more Persons acting jointly or in concert, who make an Offer to acquire Debentures;

         
      (f)

    Offeror's Debentures ” means Debentures beneficially owned, or over which control or direction is exercised, on the date of an Offer by the Offeror, any Affiliate or Associate of the Offeror or any Person or company acting jointly or in concert with the Offeror; and

         
      (g)

    Offeror's Notice ” means the notice described in Section 12.3.


    12.2

    Offer for Debentures

    If an Offer for all of the outstanding Debentures (other than Debentures held by or on behalf of the Offeror or an Affiliate or Associate of the Offeror) is made and:

      (a)

    within the time provided in the Offer for its acceptance or within 120 days after the date the Offer is made, whichever period is the shorter, the Offer is accepted by Debentureholders representing at least 90% of the outstanding principal amount of the Debentures, other than the Offeror's Debentures;



    - 81 -

      (b)

    the Offeror is bound to take up and pay for, or has taken up and paid for the Debentures of the Debentureholders who accepted the Offer; and

         
      (c)

    the Offeror complies with Sections 12.3 and 12.5;

    the Offeror is entitled to acquire, and the Dissenting Debentureholders are required to sell to the Offeror, the Debentures held by the Dissenting Debentureholder for the same consideration per Debenture payable or paid, as the case may be, under the Offer.

    12.3

    Offeror's Notice to Dissenting Debentureholders

    Where an Offeror is entitled to acquire Debentures held by Dissenting Debentureholders pursuant to Section 12.2 and the Offeror wishes to exercise such right, the Offeror shall send by registered mail within 30 days after the date of termination of the Offer a notice (the “ Offeror's Notice ”) to each Dissenting Debentureholder stating that:

      (a)

    Debentureholders holding at least 90% of the principal amount of all outstanding Debentures, other than Offeror’s Debentures, have accepted the Offer;

         
      (b)

    the Offeror is bound to take up and pay for, or has taken up and paid for, the Debentures of the Debentureholders who accepted the Offer;

         
      (c)

    Dissenting Debentureholders must transfer their respective Debentures to the Offeror on the terms on which the Offeror acquired the Debentures of the Debentureholders who accepted the Offer within 21 days after the date of the sending of the Offeror's Notice; and

         
      (d)

    Dissenting Debentureholders must send their respective Debenture certificate(s) to the Trustee within 21 days after the date of the sending of the Offeror's Notice.


    12.4

    Delivery of Debenture Certificates

    A Dissenting Debentureholder to whom an Offeror's Notice is sent pursuant to Section 12.3 shall, within 21 days after the sending of the Offeror's Notice, send his or her Debenture certificate(s) to the Trustee duly endorsed for transfer.

    12.5

    Payment of Consideration to Trustee

    Within 21 days after the Offeror sends an Offeror's Notice pursuant to Section 12.3, the Offeror shall pay or transfer to the Trustee, or to such other Person as the Trustee may direct, the cash or other consideration that is payable to Dissenting Debentureholders pursuant to Section 12.2. The acquisition by the Offeror of all Debentures held by all Dissenting Debentureholders shall be effective as of the time of such payment or transfer.

    12.6

    Consideration to be held in Trust

    The Trustee, or the Person directed by the Trustee, shall hold in trust for the Dissenting Debentureholders the cash or other consideration they or it receives under Section 12.5. The Trustee, or such Persons, shall deposit cash in a separate account in a Canadian chartered bank, or other body corporate, any of whose deposits are insured by the Canada Deposit Insurance Corporation, and shall place other consideration in the custody of a Canadian chartered bank or such other body corporate.


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    12.7

    Completion of Transfer of Debentures to Offeror

    Within 30 days after the date of the sending of an Offeror's Notice pursuant to Section 12.3, the Trustee, if the Offeror has complied with Section 12.5, shall:

      (a)

    do all acts and things and execute and cause to be executed all instruments as in the Trustee's opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror;

         
      (b)

    send to each Dissenting Debentureholder who has complied with Section 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 12; and

         
    (c)

    send to each Dissenting Debentureholder who has not complied with Section 12.4 a notice stating that:

           
     

    (i)

     his or her Debentures have been transferred to the Offeror;
           

    (ii)

    the Trustee or some other Person designated in such notice are holding in trust the consideration for such Debentures; and
           
      (iii)

    the Trustee, or such other Person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder's Debenture certificate(s) or such other documents as the Trustee or such other Person may require in lieu thereof;

    and the Trustee is hereby appointed the agent and attorney of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions.

    12.8

    Communication of Offer to Trust

    An Offeror cannot make an Offer for Debentures unless, concurrent with the communication of the Offer to any Debentureholder, a copy of the Offer is provided to the Corporation.

    ARTICLE 13
    MEETINGS OF DEBENTUREHOLDERS

    13.1

    Right to Convene Meeting

    The Trustee or the Corporation may at any time and from time to time, and the Trustee shall, on receipt of a Written Direction of the Corporation or a written request signed by the holders of not less than 25% of the principal amount of the Debentures then outstanding and upon receiving funding and being indemnified to its reasonable satisfaction by the Corporation or by the Debentureholders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Debentureholders. In the event of the Trustee failing, within 30 days after receipt of any such request and such funding of indemnity, to give notice convening a meeting, the Corporation or such Debentureholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario or at such other place as may be approved or determined by the Trustee.


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    13.2

    Notice of Meetings

             
    (a)

    At least 21 days' notice of any meeting shall be given to the Debentureholders in the manner provided in Section 14.2 and a copy of such notice shall be sent by post to the Trustee, unless the meeting has been called by it. Such notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article. The accidental omission to give notice of a meeting to any holder of Debentures shall not invalidate any resolution passed at any such meeting. A holder may waive notice of a meeting either before or after the meeting.

             
    (b)

    If the business to be transacted at any meeting by Extraordinary Resolution or otherwise, or any action to be taken or power exercised by instrument in writing under Section 13.15, especially affects the rights of holders of Debentures of one or more series in a manner or to an extent differing in any material way from that in or to which the rights of holders of Debentures of any other series are affected (determined as provided in Sections 13.2(c) and (d)), then:

             
    (i)

    a reference to such fact, indicating each series of Debentures in the opinion of the Trustee so especially affected (hereinafter referred to as the “ especially affected series ”) shall be made in the notice of such meeting, and in any such case the meeting shall be and be deemed to be and is herein referred to as a “ Serial Meeting ”; and

             
    (ii)

    the holders of Debentures of an especially affected series shall not be bound by any action taken at a Serial Meeting or by instrument in writing under Section 13.15 unless in addition to compliance with the other provisions of this Article 13:

             
    (A)

    at such Serial Meeting: (I) there are Debentureholders present in Person or by proxy and representing at least 25% in principal amount of the Debentures then outstanding of such series, subject to the provisions of this Article 13 as to quorum at adjourned meetings; and (II) the resolution is passed by the affirmative vote of the holders of more than 50% (or in the case of an Extraordinary Resolution not less than 66-2/3%) of the principal amount of the Debentures of such series then outstanding voted on the resolution; or

             
    (B)

    in the case of action taken or power exercised by instrument in writing under Section 13.15, such instrument is signed in one or more counterparts by the holders of not less than 66-2/3% in principal amount of the Debentures of such series then outstanding.



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      (c)

    Subject to Section 13.2(d), the determination as to whether any business to be transacted at a meeting of Debentureholders, or any action to be taken or power to be exercised by instrument in writing under Section 13.15, especially affects the rights of the Debentureholders of one or more series in a manner or to an extent differing in any material way from that in or to which it affects the rights of Debentureholders of any other series (and is therefore an especially affected series) shall be determined by an opinion of Counsel, which shall be binding on all Debentureholders, the Trustee and the Corporation for all purposes hereof.

           
      (d)

    A proposal:

           
      (i)

    to extend the maturity of Debentures of any particular series or to reduce the principal amount thereof, the rate of interest or redemption premium thereon or to impair any conversion right thereof;

           
      (ii)

    to modify or terminate any covenant or agreement which by its terms is effective only so long as Debentures of a particular series are outstanding; or

           
      (iii)

    shall be deemed to especially affect the rights of the Debentureholders of such series in a manner differing in a material way from that in which it affects the rights of holders of Debentures of any other series, whether or not a similar extension, reduction, modification or termination is proposed with respect to Debentures of any or all other series.


    13.3

    Chairman

    Some Person, who need not be a Debentureholder, nominated in writing by the Trustee shall be chairman of the meeting and if no Person is so nominated, or if the Person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Debentureholders present in Person or by proxy shall choose some Person present to be chairman.

    13.4

    Quorum

    Subject to the provisions of Section 13.12, at any meeting of the Debentureholders a quorum shall consist of Debentureholders present in Person or by proxy and representing at least 25% in principal amount of the outstanding Debentures and, if the meeting is a Serial Meeting, at least 25% of the Debentures then outstanding of each especially affected series. If a quorum of the Debentureholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Debentureholders or pursuant to a request of the Debentureholders, shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Debentureholders present in Person or by proxy shall, subject to the provisions of Section 13.12, constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the principal amount of the outstanding Debentures or of the Debentures then outstanding of each especially affected series. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum be present at the commencement of business.


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    13.5

    Power to Adjourn

    The chairman of any meeting at which a quorum of the Debentureholders is present may, with the consent of the holders of a majority in principal amount of the Debentures represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

    13.6

    Show of Hands

    Every question submitted to a meeting shall, subject to Section 13.7, be decided in the first place by a majority of the votes given on a show of hands except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Debentures, if any, held by him.

    13.7

    Poll

    On every Extraordinary Resolution, and on any other question submitted to a meeting when demanded by the chairman or by one or more Debentureholders or proxies for Debentureholders, a poll shall be taken in such manner and either at once or after an adjournment as the chairman shall direct. Questions other than Extraordinary Resolutions shall, if a poll be taken, be decided by the votes of the holders of a majority in principal amount of the Debentures and of each especially affected series, if applicable, represented at the meeting and voted on the poll.

    13.8

    Voting

    On a show of hands every Person who is present and entitled to vote, whether as a Debentureholder or as proxy for one or more Debentureholders or both, shall have one vote. On a poll each Debentureholder present in Person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each $1,000 principal amount of Debentures of which he shall then be the holder. In the case of any Debenture denominated in a currency or currency unit other than Canadian dollars, the principal amount thereof for these purposes shall be computed in Canadian dollars on the basis of the conversion of the principal amount thereof at the applicable spot buying rate of exchange for such other currency or currency unit as reported by the Bank of Canada at the close of business on the Business Day next preceding the meeting. Any fractional amounts resulting from such conversion shall be rounded to the nearest $100. A proxy need not be a Debentureholder. In the case of joint holders of a Debenture, any one of them present in Person or by proxy at the meeting may vote in the absence of the other or others but in case more than one of them be present in Person or by proxy, they shall vote together in respect of the Debentures of which they are joint holders.


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    13.9

    Proxies

    A Debentureholder may be present and vote at any meeting of Debentureholders by an authorized representative. The Corporation (in case it convenes the meeting) or the Trustee (in any other case) for the purpose of enabling the Debentureholders to be present and vote at any meeting without producing their Debentures, and of enabling them to be present and vote at any such meeting by proxy and of lodging instruments appointing such proxies at some place other than the place where the meeting is to be held, may from time to time make and vary such regulations as it shall think fit providing for and governing any or all of the following matters:

      (a)

    the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any Person signing on behalf of a Debentureholder;

         
      (b)

    the deposit of instruments appointing proxies at such place as the Trustee, the Corporation or the Debentureholder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

         
      (c)

    the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, cabled, telegraphed or sent by other electronic means before the meeting to the Corporation or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

    Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the holders of any Debentures, or as entitled to vote or be present at the meeting in respect thereof, shall be Debentureholders and Persons whom Debentureholders have by instrument in writing duly appointed as their proxies.

    13.10

    Persons Entitled to Attend Meetings

    The Corporation and the Trustee, by their respective officers and directors, the Auditors of the Corporation and the legal advisors of the Corporation, the Trustee or any Debentureholder may attend any meeting of the Debentureholders, but shall have no vote as such.

    13.11

    Powers Exercisable by Extraordinary Resolution

    In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Debentureholders shall have the following powers exercisable from time to time by Extraordinary Resolution, subject in the case of the matters in paragraphs (a), (b), (c), (d) and (l) to receipt of the prior approval of the Toronto Stock Exchange or such other exchange on which the Debentures are then listed:


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      (a)

    power to authorize the Trustee to grant extensions of time for payment of any principal, premium or interest on the Debentures, whether or not the principal, premium, or interest, the payment of which is extended, is at the time due or overdue;

         
      (b)

    power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustee against the Corporation, or against its property, whether such rights arise under this Indenture or the Debentures or otherwise;

         
      (c)

    power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;

         
      (d)

    power to sanction any scheme for the reconstruction, reorganization or recapitalization of the Corporation or for the consolidation, amalgamation, arrangement, combination or merger of the Corporation with any other Person or for the sale, leasing, transfer or other disposition of all or substantially all of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if the provisions of Section 11.1 shall have been complied with;

         
      (e)

    power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

         
      (f)

    power to waive, and direct the Trustee to waive, any default hereunder and/or cancel any declaration made by the Trustee pursuant to Section 8.1 either unconditionally or upon any condition specified in such Extraordinary Resolution;

         
      (g)

    power to restrain any Debentureholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal, premium or interest on the Debentures, or for the execution of any trust or power hereunder;

         
      (h)

    power to direct any Debentureholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 8.5, of the costs, charges and expenses reasonably and properly incurred by such Debentureholder in connection therewith;

         
      (i)

    power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation;



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      (j)

    power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Debentureholders, such of the powers of the Debentureholders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Debentureholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Debentureholders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;

         
      (k)

    power to remove the Trustee from office and to appoint a new Trustee or Trustees provided that no such removal shall be effective unless and until a new Trustee or Trustees shall have become bound by this Indenture;

         
      (l)

    power to sanction the exchange of the Debentures for or the conversion thereof into shares, bonds, debentures or other securities or obligations of the Corporation or of any other Person formed or to be formed;

         
      (m)

    power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of Section 13.11(l); and

         
      (n)

    power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Debentureholders or by any committee appointed pursuant to Section 13.11(j).

    Notwithstanding the foregoing provisions of this Section 13.11 none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 5 which could reasonably be expected to detrimentally affect the rights, remedies or recourse of the priority of the Senior Creditors.

    13.12

    Meaning of “Extraordinary Resolution”


      (a)

    The expression “ Extraordinary Resolution ” when used in this Indenture means, subject as hereinafter in this Article provided, a resolution proposed to be passed as an Extraordinary Resolution at a meeting of Debentureholders (including an adjourned meeting) duly convened for the purpose and held in accordance with the provisions of this Article at which the holders of not less than 25% of the principal amount of the Debentures then outstanding, and if the meeting is a Serial Meeting, at which holders of not less than 25% of the principal amount of the Debentures then outstanding of each especially affected series, are present in Person or by proxy and passed by the favourable votes of the holders of not less than 66 2/3% of the principal amount of the Debentures, and if the meeting is a Serial Meeting by the affirmative vote of the holders of not less than 66 2/3% of each especially affected series, in each case present or represented by proxy at the meeting and voted upon on a poll on such resolution.



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    (b)

    If, at any such meeting, the holders of not less than 25% of the principal amount of the Debentures then outstanding and, if the meeting is a Serial Meeting, 25% of the principal amount of the Debentures then outstanding of each especially affected series, in each case are not present in Person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of Debentureholders, shall be dissolved but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 10 days' notice shall be given of the time and place of such adjourned meeting in the manner provided in Section 14.2. Such notice shall state that at the adjourned meeting the Debentureholders present in Person or by proxy shall form a quorum. At the adjourned meeting the Debentureholders present in Person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the affirmative vote of holders of not less than 66-2/3% of the principal amount of the Debentures and, if the meeting is a Serial Meeting, by the affirmative vote of the holders of not less than 66-2/3% of the principal amount of the Debentures of each especially affected series, in each case present or represented by proxy at the meeting voted upon on a poll shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that the holders of not less than 25% in principal amount of the Debentures then outstanding, and if the meeting is a Serial Meeting, holders of not less than 25% of the principal amount of the Debentures then outstanding of each especially affected series, are not present in Person or by proxy at such adjourned meeting.

         
      (c)

    Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.


    13.13

    Powers Cumulative

    Any one or more of the powers in this Indenture stated to be exercisable by the Debentureholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Debentureholders to exercise the same or any other such power or powers thereafter from time to time.

    13.14

    Minutes

    Minutes of all resolutions and proceedings at every meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Debentureholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat to have been duly passed and taken.


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    13.15

    Instruments in Writing

    All actions which may be taken and all powers that may be exercised by the Debentureholders at a meeting held as hereinbefore in this Article provided may also be taken and exercised by the holders of 66-2/3% of the principal amount of all the outstanding Debentures and, if the meeting at which such actions might be taken would be a Serial Meeting, by the holders of 66-2/3% of the principal amount of the Debentures then outstanding of each especially affected series, by an instrument in writing signed in one or more counterparts and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

    13.16

    Binding Effect of Resolutions

    Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article at a meeting of Debentureholders shall be binding upon all the Debentureholders, whether present at or absent from such meeting, and every instrument in writing signed by Debentureholders in accordance with Section 13.15 shall be binding upon all the Debentureholders, whether signatories thereto or not, and each and every Debentureholder and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.

    13.17

    Evidence of Rights Of Debentureholders

         
    (a)

    Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Debentureholders may be in any number of concurrent instruments of similar tenor signed or executed by such Debentureholders.

         
    (b)

    The Trustee may, in its discretion, require proof of execution in cases where it deems proof desirable and may accept such proof as it shall consider proper.

         
    13.18

    Concerning Serial Meetings

    If in the opinion of Counsel any business to be transacted at any meeting, or any action to be taken or power to be exercised by instrument in writing under Section 13.15, does not adversely affect the rights of the holders of Debentures of one or more series, the provisions of this Article 13 shall apply as if the Debentures of such series were not outstanding and no notice of any such meeting need be given to the holders of Debentures of such series. Without limiting the generality of the foregoing, a proposal to modify or terminate any covenant or agreement which is effective only so long as Debentures of a particular series are outstanding shall be deemed not to adversely affect the rights of the holders of Debentures of any other series.


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    ARTICLE 14
    NOTICES

    14.1

    Notice to Corporation

    Any notice to the Corporation under the provisions of this Indenture shall be valid and effective if delivered to the Corporation at: 2 Toronto Street, Suite 500m Toronto, Ontario, M5C 2B6, Attention: Chief Financial Officer, and a copy delivered to Borden Ladner Gervais LLP, Scotia Plaza, 40, King Street West, Toronto, Ontario, M5H 3Y4, Attention: Mark Wheeler, or if given by registered letter, postage prepaid, to such offices and so addressed and if mailed, shall be deemed to have been effectively given three days following the mailing thereof. The Corporation may from time to time notify the Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Corporation for all purposes of this Indenture.

    14.2

    Notice to Debentureholders

    All notices to be given hereunder with respect to the Debentures shall be deemed to be validly given to the holders thereof if sent by first class mail, postage prepaid, by letter or circular addressed to such holders at their post office addresses appearing in any of the registers hereinbefore mentioned and shall be deemed to have been effectively given three days following the day of mailing. Accidental error or omission in giving notice or accidental failure to mail notice to any Debentureholder or the inability of the Corporation to give or mail any notice due to anything beyond the reasonable control of the Corporation shall not invalidate any action or proceeding founded thereon.

    If any notice given in accordance with the foregoing paragraph would be unlikely to reach the Debentureholders to whom it is addressed in the ordinary course of post by reason of an interruption in mail service, whether at the place of dispatch or receipt or both, the Corporation shall give such notice by publication at least once in the city of Toronto, Ontario, each such publication to be made in a daily newspaper of general circulation in the designated city.

    Any notice given to Debentureholders by publication shall be deemed to have been given on the day on which publication shall have been effected at least once in each of the newspapers in which publication was required.

    All notices with respect to any Debenture may be given to whichever one of the holders thereof (if more than one) is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all holders of any Persons interested in such Debenture.

    14.3

    Notice to Trustee

    Any notice to the Trustee under the provisions of this Indenture shall be valid and effective if delivered to the Trustee at its principal office in the City of Toronto, at 320 Bay Street, 11 th Floor, Toronto, Ontario, M5H 4A6, Attention: Vice President, Transaction Management Group, Facsimile No: 416-360-1711 or if given by registered letter, postage prepaid, to such office and so addressed and, if mailed, shall be deemed to have been effectively given three days following the mailing thereof. The Trustee may from time to time notify the Corporation in writing of a change address which thereafter, until change by like notice, shall be the address of the Trustee for all purposes of this Indenture.


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    14.4

    Mail Service Interruption

    If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Trustee would reasonably be unlikely to reach its destination by the time notice by mail is deemed to have been given pursuant to Section 14.3, such notice shall be valid and effective only if delivered at the appropriate address in accordance with Section 14.3.

    ARTICLE 15
    CONCERNING THE TRUSTEE

    15.1

    No Conflict of Interest

    The Trustee represents to the Corporation that at the date of execution and delivery by it of this Indenture there exists no material conflict of interest between the role of the Trustee as a fiduciary hereunder and its role in any other capacity but if, notwithstanding the provisions of this Section 15.1, such a material conflict of interest exists, or hereafter arises, the validity and enforceability of this Indenture, and the Debentures issued hereunder, shall not be affected in any manner whatsoever by reason only that such material conflict of interest exists or arises but the Trustee shall, within 30 days after ascertaining that it has a material conflict of interest, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 15.2.

    15.2

    Replacement of Trustee

    The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Corporation 90 days' notice in writing or such shorter notice as the Corporation may accept as sufficient. If at any time a material conflict of interest exists in the Trustee's role as a fiduciary hereunder the Trustee shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 15.2. The validity and enforceability of this Indenture and of the Debentures issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Debentureholders. Failing such appointment by the Corporation, the retiring Trustee or any Debentureholder may apply to a Judge of the Ontario Superior Court of Justice, on such notice as such Judge may direct at the Corporation's expense, for the appointment of a new Trustee but any new Trustee so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Debentureholders and the appointment of such new Trustee shall be effective only upon such new Trustee becoming bound by this Indenture. Any new Trustee appointed under any provision of this Section 15.2 shall be a corporation authorized to carry on the business of a trust company in all of the Provinces of Canada. On any new appointment the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee.

    Any company into which the Trustee may be merged or, with or to which it may be consolidated, amalgamated or sold, or any company resulting from any merger, consolidation, sale or amalgamation to which the Trustee shall be a party or any company acquiring substantially all of the assets of the corporate trust business of the Trustee, shall be the successor trustee under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or of the Corporation, the Trustee ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such Trustee to the successor Trustee so appointed in its place.


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    Should any deed, conveyance or instrument in writing from the Corporation be required by any new Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee, be made, executed, acknowledged and delivered by the Corporation.

    15.3

    Duties of Trustee

    In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith with a view to the best interests of the Debentureholders and exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

    15.4

    Reliance Upon Declarations, Opinions, etc.

    In the exercise of its rights, duties and obligations hereunder the Trustee may, if acting in good faith, rely, as to the truth of the statements and accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports or certificates furnished pursuant to any covenant, condition or requirement of this Indenture or required by the Trustee to be furnished to it in the exercise of its rights and duties hereunder, if the Trustee examines such statutory declarations, opinions, reports or certificates and determines that they comply with Section 15.5, if applicable, and with any other applicable requirements of this Indenture. The Trustee may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Without restricting the foregoing, the Trustee may rely on an opinion of Counsel satisfactory to the Trustee notwithstanding that it is delivered by a solicitor or firm which acts as solicitors for the Corporation.

    15.5

    Evidence and Authority to Trustee, Opinions, etc.

    The Corporation shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in this Indenture relating to any action or step required or permitted to be taken by the Corporation or the Trustee under this Indenture or as a result of any obligation imposed under this Indenture, including without limitation, the certification and delivery of Debentures hereunder, the satisfaction and discharge of this Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Corporation, forthwith if and when (a) such evidence is required by any other Section of this Indenture to be furnished to the Trustee in accordance with the terms of this Section 15.5, or (b) the Trustee, in the exercise of its rights and duties under this Indenture, gives the Corporation written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

    Such evidence shall consist of:


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      (a)

    a certificate made by any two officers or directors of the Corporation, stating that any such condition precedent has been complied with in accordance with the terms of this Indenture;

         
      (b)

    in the case of a condition precedent compliance with which is, by the terms of this Indenture, made subject to review or examination by a solicitor, an opinion of Counsel that such condition precedent has been complied with in accordance with the terms of this Indenture; and

         
      (c)

    in the case of any such condition precedent compliance with which is subject to review or examination by auditors or accountants, an opinion or report of the Auditors of the Corporation whom the Trustee for such purposes hereby approves, that such condition precedent has been complied with in accordance with the terms of this Indenture.

    Whenever such evidence relates to a matter other than the certificates and delivery of Debentures and the satisfaction and discharge of this Indenture, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a trustee, officer or employee of the Corporation it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with the immediately preceding paragraph of this Section.

    Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in the Indenture shall include (a) a statement by the Person giving the evidence that he has read and is familiar with those provisions of this Indenture relating to the condition precedent in question, (b) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (c) a statement that, in the belief of the Person giving such evidence, he has made such examination or investigation as is necessary to enable him to make the statements or give the opinions contained or expressed therein, and (d) a statement whether in the opinion of such Person the conditions precedent in question have been complied with or satisfied.

    The Corporation shall furnish or cause to be furnished to the Trustee at any time if the Trustee reasonably so requires, its certificate that the Corporation has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which would, with the giving of notice or the lapse of time, or both, or otherwise, constitute an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Corporation shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Corporation or as a result of any obligation imposed by this Indenture.


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    15.6

    Officers' Certificates Evidence

    Except as otherwise specifically provided or prescribed by this Indenture, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Trustee, if acting in good faith, may rely upon an Officers' Certificate.

    15.7

    Experts, Advisers and Agents

    The Trustee may, at the expense of the Corporation:

      (a)

    employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice; and

         
      (b)

    employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, in the discharge of the trusts hereof and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation.


    15.8

    Trustee May Deal in Debentures

    Subject to Sections 15.1 and 15.3, the Trustee may, in its personal or other capacity, buy, sell, lend upon and deal in the Debentures and generally contract and enter into financial transactions with the Corporation or otherwise, without being liable to account for any profits made thereby.

    15.9

    Investment of Monies Held by Trustee

    Unless otherwise provided in this Indenture, any monies held by the Trustee, which, under the trusts of this Indenture, may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee, may be invested and reinvested in the name or under the control of the Trustee in securities in which, under the laws of the Province of Ontario, trustees are authorized to invest trust monies, provided that such securities are expressed to mature within two years or such shorter period selected to facilitate any payments expected to be made under this Indenture, after their purchase by the Trustee, and unless and until the Trustee shall have declared the principal of and interest on the Debentures to be due and payable, the Trustee shall so invest such monies at the Written Direction of the Corporation given in a reasonably timely manner. Pending the investment of any monies as hereinbefore provided, such monies may be deposited in the name of the Trustee in any chartered bank of Canada or, with the consent of the Corporation, in the deposit department of the Trustee or any other loan or trust company authorized to accept deposits under the laws of Canada or any Province thereof at the rate of interest, if any, then current on similar deposits.

    Unless and until the Trustee shall have declared the principal of and interest on the Debentures to be due and payable, the Trustee shall pay over to the Corporation all interest received by the Trustee in respect of any investments or deposits made pursuant to the provisions of this Section.


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    15.10

    Trustee Not Ordinarily Bound

    Except as provided in Section 8.2 and as otherwise specifically provided herein, the Trustee shall not, subject to Section 15.3, be bound to give notice to any Person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Corporation of any of the obligations herein imposed upon the Corporation or of the covenants on the part of the Corporation herein contained, nor in any way to supervise or interfere with the conduct of the Corporation's business, unless the Trustee shall have been required to do so in writing by the holders of not less than 25% of the aggregate principal amount of the Debentures then outstanding or by any Extraordinary Resolution of the Debentureholders passed in accordance with the provisions contained in Article 13, and then only after it shall have been funded and indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing.

    15.11

    Trustee Not Required to Give Security

    The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

    15.12

    Trustee Not Bound to Act on Corporation’s Request

    Except as in this Indenture otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of the Corporation until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.

    15.13

    Conditions Precedent to Trustee's Obligations to Act Hereunder

    The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Trustee and of the Debentureholders hereunder shall be conditional upon the Debentureholders furnishing when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

    None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid.

    The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Debentureholders at whose instance it is acting to deposit with the Trustee the Debentures held by them for which Debentures the Trustee shall issue receipts.

    The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding in virtue of the powers conferred on it hereby unless and until it shall be required so to do under the terms hereof; nor, subject to any Default or Event of Default which may be known by the Trustee, shall the Trustee be required to take notice of any Default or Event of Default hereunder, unless and until notified in writing of such Default or Event of Default, which notice shall distinctly specify the Default or Event of Default desired to be brought to the attention of the Trustee, and in the absence of such notice, the Trustee may for all purposes of this Indenture conclusively assume that the Corporation is not in default hereunder and that no default has been made with respect to the payment of principal of, premium, if any, Additional Amount, if any, or interest on Debentures or in the observance or performance of any of the covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to any Default or Event of Default;


    - 97 -

    The Corporation shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of Persons authorized to give instructions to the Trustee hereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any Person other than a Person described in the incumbency certificate provided to it pursuant to this Section.

    The Trustee shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to the Trustee (“ Electronic Methods ”) from a Person purporting to be (and whom such Trustee, acting reasonably, believes in good faith to be) the authorized representative of the Corporation, as sufficient instructions and authority of the Corporation for the Trustee to act and shall have no duty to verify or confirm that Person is so authorized. The Trustee shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such instructions or directions. The Corporation agrees: (i) to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the Corporation; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

    The Trustee shall not be liable for any consequential, punitive or special damages.

    15.14

    Authority to Carry on Business

    The Trustee represents to the Corporation that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust company in each of the provinces of Canada but if, notwithstanding the provisions of this Section 15.14, it ceases to be so authorized to carry on business, the validity and enforceability of this Indenture and the securities issued hereunder shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any of the provinces of Canada, either become so authorized or resign in the manner and with the effect specified in Section 15.2.


    - 98 -

    15.15

    Compensation and Indemnity

         
    (a)

    The Corporation shall pay to the Trustee from time to time compensation for its services hereunder as agreed separately by the Corporation and the Trustee, and shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of its duties under this Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under this Indenture shall be finally and fully performed. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust.

         
    (b)

    The Corporation hereby indemnifies and saves harmless the Trustee and its directors, officers and employees from and against any and all loss, damages, charges, expenses, claims, demands, actions or liability whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations hereunder save only in the event of the gross negligence, wilful misconduct or fraud of the Trustee. This indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee. The Trustee shall notify the Corporation promptly of any claim for which it may seek indemnity. The Corporation shall defend the claim and the Trustee shall co-operate in the defence. The Trustee may have separate Counsel and the Corporation shall pay the reasonable fees and expenses of such Counsel. The Corporation need not pay for any settlement made without its consent, which consent must not be unreasonably withheld. This indemnity shall survive the resignation or removal of the Trustee or the discharge of this Indenture.

         
    (c)

    The Corporation need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through gross negligence, wilful misconduct or fraud.

         
    15.16

    Acceptance of Trust

    The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various Persons who shall from time to time be Debentureholders, subject to all the terms and conditions herein set forth.

    15.17

    Attorney-in-Fact

    The Trustee hereby agrees to act as the attorney-in-fact for the holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustee as the attorney-in-fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof.


    - 99 -

    To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustee and the holders of Debentures hereunder) and subject to any applicable law of public order, the Trustee and the Corporation hereby agree with regards to the Trustee so acting as the attorney-in-fact of the holders of Debentures hereunder and each holder of Debentures by receiving and holding same agrees with the Corporation and the Trustee that, notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by holders of Debentures pursuant to this Indenture, relating thereto, no holder of Debentures shall be liable to third parties for acts performed by the Trustee (or any other Person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such Person), or for contracts entered into in favour of such parties, during such performance. For great certainty, none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified.

    15.18

    Third Party Interests

    Each party to this Indenture (in this paragraph referred to as a “ representing party ”) hereby represents to the Trustee that any account to be opened by, or interest to held by, the Trustee in connection with this Indenture, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Trustee a declaration, in the Trustee's prescribed form or in such other form as may be satisfactory to it, as to the particulars of such third party.

    15.19

    Privacy Laws

    The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals' personal information (collectively, “ Privacy Laws ”) applies to certain obligations and activities under this Indenture. Notwithstanding any other provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and to comply with applicable laws and not to use it for any other purpose except with the consent of or direction from the Corporation or the individual involved or as permitted by Privacy Laws; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.


    - 100 -

    15.20

    Force Majeure

    The Trustee shall not be personally liable, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

    15.21

    Anti-Money Laundering

    The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment and acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, in its sole judgment and acting reasonably, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days' prior written notice sent to the Corporation or any shorter period of time as agreed to by the Corporation provided that:

      (a)

    the Trustee's written notice shall describe the circumstances of such non- compliance; and

         
      (b)

    if such circumstances are rectified to the Trustee's satisfaction within such 10-day period, then such resignation shall not be effective.

    ARTICLE 16
    SUPPLEMENTAL INDENTURES

    16.1

    Supplemental Indentures

    From time to time the Trustee and, when authorized by a resolution of the Board of Directors of Corporation, the Corporation, may, and they shall when required by this Indenture, execute, acknowledge and deliver by their proper officers deeds or indentures supplemental hereto which thereafter shall form part hereof, for any one or more of the following purposes:

      (a)

    providing for the issuance of Additional Debentures under this Indenture;

         
      (b)

    adding to the covenants of the Corporation herein contained for the protection of the Debentureholders, or of the Debentures of any series, or providing for events of default, in addition to those herein specified;

         
      (c)

    making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be prejudicial to the interests of the Debentureholders;



    - 101 -

      (d)

    evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

         
      (e)

    appointing a successor Depository in the event that (i) the Depository has notified the Trustee, or the Corporation has notified the Trustee, that it is unwilling or unable to continue as Depository or (ii) the Depository ceases to be eligible to be a Depository under Section 2.6(b);

         
      (f)

    giving effect to any Extraordinary Resolution passed as provided in Article 13; and

         
      (g)

    for any other purpose not inconsistent with the terms of this Indenture.

    Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the case may be, by Extraordinary Resolution, the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or the issuance of Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Corporation and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in any indenture supplemental hereto or any Written Direction of the Corporation provided for the issue of Debentures, providing that in the opinion of the Trustee (relying upon an opinion of Counsel) the rights of the Debentureholders are in no way prejudiced thereby.

    ARTICLE 17
    EXECUTION AND FORMAL DATE

    17.1

    Execution

    This Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

    17.2

    Formal Date

    For the purpose of convenience this Indenture may be referred to as bearing the formal date of July 24, 2012 irrespective of the actual date of execution hereof.

    [signature page follows]


    - 102 -

    IN WITNESS whereof the parties hereto have executed these presents by the hands of their proper officers in that behalf.

      ENERGY FUELS INC.
         
         
      By: (signed) “Jeffrey L. Vigil”
        Name: Jeffrey L. Vigil
        Title: Chief Financial Officer  
         
      BNY TRUST COMPANY OF CANADA
         
         
      By: (signed) “Mark Wright”
        Name: Mark Wright
        Title: Authorized Signatory


    SCHEDULE “A”

    TO THE CONVERTIBLE DEBENTURE INDENTURE BETWEEN

    ENERGY FUELS INC.

    AND

    BNY TRUST COMPANY OF CANADA

    FORM OF DEBENTURE


    SCHEDULE “A”

    FORM OF DEBENTURE

    [GLOBAL DEBENTURE LEGEND]

    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENERGY FUELS INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

    TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE.

    [INSERT U.S. LEGEND, IF APPLICABLE:

    THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.]

    CUSIP [ - ]
    ISIN [
    -

    $[ - ]

    No. [ - ]

    A-1


    [NAME OF REGISTERED HOLDER]

    ENERGY FUELS INC.
    (A corporation continued under the laws of Ontario)

    FLOATING -RATE CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

    ENERGY FUELS INC. (the “ Corporation ” or the “ Issuer ”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Convertible Debenture Indenture (the “ Indenture ”) dated as of July 24, 2012 between the Corporation and BNY Trust Company of Canada (the “ Trustee ”), promises to pay to the registered holder hereof on June 30, 2017 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “ Maturity Date ”) the principal sum of [ - ($ - ) ] Dollars in lawful money of Canada on presentation and surrender of this Initial Debenture at the main branch of the Trustee in Toronto, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the Applicable Rate (based on a 365 day year and the actual number of days elapsed in that period), in like money, in arrears in semi-annual instalments on June 30 and December 31 in each year commencing on December 31, 2012 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same dates. For certainty, the first interest payment will include interest accrued from July 24, 2012 to, but excluding December 31, 2012. For the purposes of disclosure under the Interest Act (Canada), whenever interest is computed under this Initial Debenture on the basis of a year (the “ deemed year ”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest by the actual number of days in such calendar year of calculation and dividing it by the number of days in the deemed year.

    This Initial Debenture is one of the Floating-Rate Convertible Unsecured Subordinated Debentures (referred to herein as the “ Initial Debentures ”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $25,300,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents.

    The Initial Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.

    Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in Toronto, Ontario, at any time prior to the close of business on the Business Day immediately preceding the Maturity Date or, if this Initial Debenture is called for redemption on or prior to such date, then, to the extent so called for redemption, up to but not after the close of business on the fifth Business Day immediately preceding the date specified for redemption of this Initial Debenture, into Common Shares (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $0.30 (the “ Conversion Price ”) per Common Share, being a rate of approximately 3,333.33 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding and including June 30 and December 31 in each year, commencing December 31, 2012, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the Current Market Price of such fractional interest determined in accordance with the Indenture. Holders converting Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date.

    A-2


    This Initial Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture at the redemption price therein and herein set out provided that this Initial Debenture is not redeemable before July 24, 2015, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. On and after July 24, 2015 and at any time prior to the Maturity Date of the Initial Debentures, and provided that the Current Market Price of the Common Shares of the Corporation is at least 125% of the Conversion Price of the Initial Debentures, the Initial Debentures are redeemable at the option of the Corporation at a price equal to $1,000 per Initial Debenture plus accrued and unpaid interest and otherwise on the terms and conditions described in the Indenture. The Corporation may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory approval, elect to satisfy its obligation to pay all or any portion of the applicable Redemption Price by the issue of that number of Common Shares obtained by dividing the applicable Redemption Price by 95% of the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange on which the Initial Debentures may be listed for the 20 consecutive trading days ending five trading days before the Redemption Date.

    Upon the occurrence of a Change of Control of the Corporation, the Corporation is required to make an offer to purchase all of the Initial Debentures at a price equal to 100% of the principal amount of such Initial Debentures plus accrued and unpaid interest (if any) up to, but excluding, the date the Initial Debentures are so repurchased (the “ Change of Control Purchase Offer ”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price.

    If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures.

    The Corporation may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory or stock exchange approval, elect to satisfy the obligation to repay all or any portion of the principal amount of this Initial Debenture due on the Maturity Date by the issue of that number of Freely Tradeable Common Shares obtained by dividing the principal amount of this Initial Debenture (or that portion to be paid for in Common Shares pursuant to the exercise by the Corporation of the Common Share Repayment Right), by 95% of the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange or other stock exchange on which the Debentures may be listed for the 20 consecutive trading days ending five trading days before the Maturity Date, provided that all accrued and unpaid interest thereon shall be payable to the holder in cash.

    A-3


    The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

    The principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

    Any payments made by or on behalf of the Corporation under or with respect to the Debentures (including for greater certainty and without limitation, the delivery of Common Shares or other property in connection with the conversion or redemption of Debentures) will be made free and clear of and without withholding or deduction for or on account of any Canadian Taxes, unless the Corporation or any other Payor is required to withhold or deduct Canadian Taxes by applicable law or by the interpretation or administration thereof by the relevant governmental authority. If the Corporation is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Debentures, the Corporation will cause the Payor to make such withholding or deduction and will remit the full amount withheld or deducted to the relevant governmental authority as and when required by applicable law and the Corporation will pay such Additional Amounts as may be necessary so that the net amount received by each Debentureholder that is a non-resident of Canada ("Non-Resident Holder") after such withholding or deduction will not be less than the amount such NonResident Holder would have received if such Canadian Taxes had not been withheld or deducted, provided, however, that no Additional Amounts will be payable with respect to any payment to an Excluded Holder.

    The Indenture contains provisions making binding upon all holders of Debentures outstanding thereunder (or in certain circumstances specific series of Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture.

    The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Debenture.

    This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Toronto, Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

    This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

    A-4


    To the extent that the terms and conditions stated in this Debenture conflict with the terms and conditions of the Indenture, the latter shall prevail.

    Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture.

    IN WITNESS WHEREOF ENERGY FUELS INC. has caused this Debenture to be signed by its authorized representatives as of the 24th day of July, 2012.

      ENERGY FUELS INC.
         
      By:

    (FORM OF TRUSTEE'S CERTIFICATE)

    This Initial Debenture is one of the Floating-Rate Convertible Unsecured Subordinated Debentures due June 30, 2017 referred to in the Indenture within mentioned.

    BNY TRUST COMPANY OF CANADA

    By:    
              (Authorized Officer)  

    A-5


    [INSERT FORM OF REGISTRATION PANEL ONLY IF THIS IS A GLOBAL DEBENTURE]
    (FORM OF REGISTRATION PANEL)

    (No writing hereon except by Trustee or other registrar)

    Date of Registration
    In Whose Name Registered
    Signature of Trustee or
    Registrar
         
         
         
         
         
         

    A-6


    FORM OF ASSIGNMENT

    FOR VALUE RECEIVED , the undersigned hereby sells, assigns and transfers unto _____________________________ , whose address and social insurance number, if applicable, are set forth below, this Initial Debenture (or $___________ principal amount hereof*) of ENERGY FUELS INC. standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Initial Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such Initial Debenture in such register, with full power of substitution in the premises.

    Dated: ________________________________________________________________________________

    Address of Transferee: ___________________________________________________________________
                                                                 (Street Address, City, Province and Postal Code)

    Social Insurance Number of Transferee, if applicable: ____________________________________________

    *If less than the full principal amount of the within Initial Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an Initial Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Purchase Offer, in which case such Initial Debenture is transferable only in its entirety) to be transferred.

    1.

    The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Initial Debenture in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a Canadian chartered bank or trust company or by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

       
    2.

    The registered holder of this Initial Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Debenture.

    For U.S. Restricted Debentures only:

    If the transferred Debentures that are deemed “restricted securities” as defined in Rule 144(a)(3) of the Securities Act of 1933, as amended (the “1933 Act”), and bear the restrictive legend set forth in Section 2.14 of the Indenture (“U.S. Restricted Debentures”), the transfer, assignment or sale is being made: [Check One]

    1. [     ]

    to the Company or a subsidiary thereof; or

       

    2. [     ]

    to a “qualified institutional buyer” pursuant to and in compliance with Rule 144A under the 1933 Act, to which notice has been given that this transfer is being made in reliance on Rule 144A under the 1933 Act; or

       

    3. [     ]

    pursuant to and in compliance with the exemption from registration provided by Rule 144 under the 1933 Act, if available, and the holder has provided the Trustee with an opinion in form and substance reasonably satisfactory to the Corporation of United States legal counsel of recognized standing reasonably satisfactory to the Corporation to that effect; or

       

    4. [     ]

    if outside the United States, in accordance with Rule 904 of Regulation S under the 1933 Act and the holder has delivered a Declaration for Removal of Legend in substantially the form attached to the Indenture as Schedule “F”; or

    A-7



    5.

    [     ]

    pursuant to another available exemption from registration under the 1933 Act and the holder has provided the Trustee with an opinion in form and substance reasonably satisfactory to the Corporation of United States legal counsel of recognized standing reasonably satisfactory to the Corporation to the effect that the transfer, assignment or sale is being made in compliance with an available exemption from registration under the 1933 Act.

    If none of the foregoing boxes is checked, the Trustee shall not be obligated to register any U.S. Restricted Debentures in the name of any Person other than the holder hereof. Unless box (3) or (4) is checked, the Debentures shall be deemed “restricted securities” as defined in Rule 144(a)(3) of the 1933 Act and bear the restrictive legend set forth in Section 2.14 of the Indenture.

    Signature of Guarantor:    
         
         
    Authorized Officer   Signature of transferring registered holder
         
         
    Name of Institution    

    A-8


    EXHIBIT “1”

    TO CDS GLOBAL DEBENTURE

    ENERGY FUELS INC.

    FLOATING-RATE CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES
    DUE JUNE 30, 2017

    Initial Principal Amount: $ [ - ] CUSIP [ - ]
      ISIN CA [ - ]

    Authorization: ____________________________________

    ADJUSTMENTS

    Date
    Amount of
    Increase
    Amount of
    Decrease
    New Principal
    Amount
    Authorization
             
             
             
             
             
             
             
             
             
             
             
             

    A-9


    SCHEDULE “B”

    TO THE CONVERTIBLE DEBENTURE INDENTURE BETWEEN

    ENERGY FUELS INC.

    AND

    BNY TRUST COMPANY OF CANADA

    FORM OF REDEMPTION NOTICE


    SCHEDULE “B”

    FORM OF REDEMPTION NOTICE

    ENERGY FUELS INC.

    FLOATING-RATE CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

    REDEMPTION NOTICE

    To:

    Holders of Floating-Rate Convertible Unsecured Subordinated Debentures (the “ Debentures ”) of Energy Fuels Inc. (the “ Corporation ”)

     

    Note:

    All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

    Notice is hereby given pursuant to Section 4.3 of the convertible debenture indenture (the “ Indenture ”) dated as of July 24, 2012 between the Corporation and BNY Trust Company of Canada (the “ Trustee ”), that the aggregate principal amount of $ [ - ] of the $ [ - ] of Debentures outstanding will be redeemed as of [ - ] (the “ Redemption Date ”), upon payment of a redemption amount of $ [ - ] for each $1,000 principal amount of Debentures, being equal to the aggregate of (i) $ [ - ] (the “ Redemption Price ”), and (ii) all accrued and unpaid interest hereon to but excluding the Redemption Date (collectively, the “ Total Redemption Price ”).

    The Total Redemption Price will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:

    BNY Trust Company of Canada
    320 Bay Street, 11 th Floor, Toronto, Ontario, M5H 4A6
    Attention: Transaction Management Group
    Facsimile No.: 416-360-1711

    The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Total Redemption Price shall not be made on presentation for surrender of such Debentures at the above-mentioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Total Redemption Price pursuant to the Indenture.

    [Pursuant to Section 4.6 of the Indenture, the Corporation hereby irrevocably elects to satisfy its obligation to pay $ [ - ] of the Redemption Price payable to holders of Debentures in accordance with this notice by issuing and delivering to the holders that number of Freely Tradeable Common Shares obtained by dividing the Redemption Price by 95% of the Current Market Price of the Common Shares.

    No fractional Common Shares shall be delivered upon the exercise by the Corporation of the above mentioned redemption right but, in lieu thereof, the Corporation shall pay the cash equivalent thereof determined on the basis of the Current Market Price of Common Shares on the Redemption Date, provided, however, that the Corporation shall not be required to make any payment of less than $5.00.

    In this connection, upon presentation and surrender of the Debentures for payment on the Redemption Date, the Corporation shall, on the Redemption Date, make the delivery to the Trustee, at the above-mentioned corporate trust office, for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which holders are entitled together with the cash equivalent in lieu of fractional Common Shares, cash for all accrued and unpaid interest up to, but excluding, the

    B-1


    Redemption Date, and, if only a portion of the Debentures are to be redeemed by issuing Freely Tradeable Common Shares, cash representing the balance of the Redemption Price.]

    DATED: ________________

    ENERGY FUELS INC.

       
    (Authorized Director or Officer of ENERGY FUELS INC.)  

    B-2


    SCHEDULE “C”

    TO THE CONVERTIBLE DEBENTURE INDENTURE BETWEEN

    ENERGY FUELS INC.

    AND

    BNY TRUST COMPANY OF CANADA

    FORM OF MATURITY NOTICE


    SCHEDULE “C”

    FORM OF MATURITY NOTICE

    ENERGY FUELS INC.

    FLOATING-RATE CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

    MATURITY NOTICE

    To:

    Holders of Floating-Rate Convertible Unsecured Subordinated Debentures (the “ Debentures ”) of Energy Fuels Inc. (the “ Corporation ”)

     

    Note:

    All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

    Notice is hereby given pursuant to Section 4.10(b) of the convertible debenture indenture (the “ Indenture ”) dated as of July 24, 2012 between the Corporation and BNY Trust Company of Canada, as trustee (the “ Trustee ”), that the Debentures are due and payable as of June 30, 2017 (the “ Maturity Date ”) and the Corporation elects to satisfy its obligation to repay to holders of Debentures the principal amount of all of the Debentures outstanding on the Maturity Date, together with all accrued and unpaid interest thereon, by issuing and delivering to the holders that number of Freely Tradeable Common Shares equal to the number obtained by dividing such principal amount of the Debentures and accrued and unpaid interest thereon by 95% of the Current Market Price of the Common Shares on the Maturity Date.

    No fractional Common Shares shall be delivered on exercise by the Corporation of the above mentioned repayment right but, in lieu thereof, the Corporation shall pay the cash equivalent thereof determined on the basis of the Current Market Price of Common Shares on the Maturity Date, provided, however, that the Corporation shall not be required to make any payment of less than $5.00.

    In this connection, upon presentation and surrender of the Debentures for payment on the Maturity Date, the Corporation shall, on the Maturity Date, make delivery to the Trustee, at its principal trust office in Toronto, Ontario, for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which holders are entitled together with the cash equivalent in lieu of fractional Common Shares, and if only a portion of the Debentures are to be repaid by issuing Freely Tradeable Common Shares, cash representing the balance of the principal amount, premium (if any) and interest due on the Maturity Date.

    DATED: ________________

    ENERGY FUELS INC.

       
    (Authorized Director or Officer of ENERGY FUELS INC.)  

    C-1


    SCHEDULE “D”

    TO THE CONVERTIBLE DEBENTURE INDENTURE BETWEEN

    ENERGY FUELS INC.

    AND

    BNY TRUST COMPANY OF CANADA

    FORM OF NOTICE OF CONVERSION


    SCHEDULE “D”

    FORM OF NOTICE OF CONVERSION

    CONVERSION NOTICE

    TO: ENERGY FUELS INC.
       
    AND TO: BNY TRUST COMPANY OF CANADA
       

    Note:

    All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

    The undersigned registered holder of Floating Rate Convertible Unsecured Subordinated Debentures irrevocably elects to convert such Debentures (or $ [ - ] principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares of Energy Fuels Inc. issuable upon a conversion be issued and delivered to the Person indicated below. (If Common Shares are to be issued in the name of a Person other than the holder, all requisite transfer taxes must be tendered by the undersigned).

    Conversion Price: ______________________  
       
    Date: ________________________________  
    (Signature of registered holder)

    *If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1,000 or integral multiples thereof).

    NOTE:

    If Common Shares are to be issued in the name of a Person other than the holder, the signature must be guaranteed by a chartered bank, a trust company or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

    (Print name in which Common Shares are to be issued,
    delivered and registered)

    Name: ______________________________________
     
    ___________________________________________
    (Address)
     
    ___________________________________________
    (City, Province and Postal Code)
     
    Name of guarantor: ____________________________
     
    Authorized signature: __________________________

    D-1


    SCHEDULE “E”

    TO THE CONVERTIBLE DEBENTURE INDENTURE BETWEEN

    ENERGY FUELS INC.

    AND

    BNY TRUST COMPANY OF CANADA

    COMMON SHARE LEGENDS


    SCHEDULE “E”

    COMMON SHARE LEGENDS

    THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

    E-1


    SCHEDULE “F”

    TO THE CONVERTIBLE DEBENTURE INDENTURE BETWEEN

    ENERGY FUELS INC.

    AND

    BNY TRUST COMPANY OF CANADA

    FORM OF DECLARATION FOR REMOVAL OF LEGEND


    SCHEDULE “F”

    FORM OF DECLARATION FOR REMOVAL OF LEGEND

    TO:

    BNY Trust Company of Canada, as trustee and registrar of the Floating-Rate Convertible Unsecured Subordinated Debentures of Energy Fuels Inc. (the “ Corporation ”)

     

    AND TO:

    CIBC Mellon Trust Company, as registrar and transfer agent of the Common Shares of the Corporation

     

    AND TO:

    The Corporation

    The undersigned (a) acknowledges that the sale of the securities of the Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“ Regulation S ”) under the United States Securities Act of 1933, as amended (the “ 1933 Act ”), and (b) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of the Corporation, (2) the offer of such securities was not made to a Person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any Person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange or another designated offshore securities market and neither the seller nor any Person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any Person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the 1933 Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S.

    Dated: _____________________________ By:  
         
      Name:  
         
      Title:  

    Affirmation by Seller's Broker-Dealer (required for sales in accordance with section 2(B) above)

    We have read the foregoing representations of our customer, _________________ (the “ Seller ”), dated ______________ , with regard to our sale, for such Seller’s account, of ________________ Shares, represented by certificate number ______________________ (the “ Securities ”), of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange or any other designated offshore securities market and (C) neither we, nor any Person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such Securities. Terms used herein have the meanings given to them by Regulation S.

    Name of Firm: _________________________________
       
    By: _____________________________________
      Authorized Officer

    F-1



    Exhibit 99.67

    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces Closing of $22 Million Bought Deal

    Toronto, Ontario -- July 24, 2012

    Energy Fuels Inc. (TSX:EFR) (the "Company") is pleased to announce that it has closed the previously announced bought deal offering (the “Offering”) of floating-rate convertible unsecured subordinated debentures (the “Debentures”) for aggregate gross proceeds of $22,000,000. The Offering was conducted by way of short form prospectus dated July 18, 2012 through a syndicate of underwriters co-led by Dundee Securities Ltd. and Scotia Capital Inc. and including National Bank Financial Inc., Haywood Securities Inc. and Versant Partners Inc., who purchased 22,000 Debentures at a price of $1,000 per Debenture.

    The Debentures will mature on June 30, 2017 and are convertible into common shares of the Company at the option of the holder at a conversion price, subject to certain adjustments, of $0.30 per common share at any time prior to redemption or maturity. The Debentures are listed for trading on the Toronto Stock Exchange under the symbol “EFR.DB”.

    The Company intends to use the net proceeds of the Offering for sustaining capital for the Company’s existing mine operations, mine permitting and development of the Company’s existing properties, repayment of certain indebtedness, and for working capital and general corporate purposes.

    About Energy Fuels

    Energy Fuels Inc. is a uranium and vanadium production and mineral development company. The Company recently acquired the U.S. mining division of Denison Mines Corp., which includes the White Mesa uranium mill, and certain producing mines in the western United States.

    Energy Fuels Inc. currently has 679,652,107 common shares outstanding. The Company’s common shares are listed on the Toronto Stock Exchange under the trading symbol “EFR”.


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the Company’s planned operations and intended use of proceeds of the Offering, constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels' ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements and other risk factors as described in Energy Fuels' short form prospectus and most recent annual information form.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Stephen P. Antony
    Investor Relations
    (303) 974-2140
    Email: s.antony@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.68

    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Completes First Uranium Sales

    Toronto, Ontario – August 15, 2012

    Energy Fuels Inc. (TSX-EFR) (“ Energy Fuels or the “Company”) today announced the successful completion of two sales of U 3 O 8 (“yellowcake”) totaling approximately 200,000 lbs. during the month of July at an average price of US$62.18per lb. U 3 O 8 .The sales were completed under two long term uranium contracts which were transferred to Energy Fuels upon the June 29 th completion of the purchase of the U.S. uranium assets and operations formerly held by Denison Mines Corp.

    “With the completion of these shipments, Energy Fuels has become a uranium supplier and the largest active conventional uranium producer in the United States,” commented Stephen Antony, President and CEO. “We have an experienced operations team in place and the successful completion of these yellowcake shipments demonstrates our ability to produce and deliver product, and realize positive cash flow from operations. Achieving this important milestone demonstrates the significant progress we have made in integrating assets and personnel and in building a new Energy Fuels.”

    About Energy Fuels : Energy Fuels is America's largest conventional uranium and vanadium producer, supplying nearly a third of the uranium produced in the U.S. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines in Arizona and Utah and permitted mines in Wyoming and Colorado.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.69

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces Acquisition of Sage Plain Properties from Aldershot Resources

    Toronto, Ontario August 22, 2012

    Energy Fuels Inc. (TSX - EFR) (“ Energy Fuels or the “Company”) today announced the execution of a Letter Agreement under which the Company has agreed in principal to purchase the interests of Aldershot Resources Ltd. in the Sage Plain Project Area for US$750,000 in cash, forgiven debt, and 3,518,182 shares of Energy Fuels common stock.

    The Company and Aldershot hold a number of properties in the Sage Plain Project area in a 50/50 joint venture called Colorado Plateau Partners LLC (“CPP”). Through CPP, Energy Fuels and Aldershot hold the Calliham Lease, the Crain Lease, four Utah State Leases, and 94 unpatented mining claims on BLM land. After the acquisition, Energy Fuels will own 100% of the Sage Plain Project, which is located about 15 miles northeast of Monticello, Utah. Permitting on the Sage Plain Project has been initiated, and the Company anticipates receiving approvals for the project within the next 12-18 months. As has been previously reported, the Sage Plain Project as a whole contains 642,971 tons of measured and indicated resource at grades of 0.22% uranium (eU 3 O 8 ) and 1.39% vanadium (V 2 O 5 ), or 2,833,795 lbs. uranium and 17,829,289 lbs. vanadium.

    Energy Fuels will also acquire Aldershot’s interest in a number of additional uranium properties in Arizona which are held by Arizona Strip Partners LLC, a second joint venture with Aldershot.

    Steve Antony, President and CEO stated, “This transaction represents another step in Energy Fuels’ ongoing strategy of value-added consolidation in our core area of interest, and will potentially provide more feed for our White Mesa Mill.”

    Stephen P. Antony, P.E., President & CEO of Energy Fuels, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium and vanadium producer, supplying nearly a third of the uranium produced in the U.S. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.70

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces Appointment of New Chief Financial Officer

    Toronto, Ontario August 27, 2012

    Energy Fuels Inc. (TSX - EFR) (“ Energy Fuels or the “Company”) is pleased to announce the appointment of Mr. Graham Moylan as the Company's Chief Financial Officer effective September 1, 2012. Mr. Moylan is an experienced finance professional and brings to Energy Fuels over 11 years of combined experience across mining, capital markets, finance and accounting in both Canada and the United States.

    Most recently, Mr. Moylan was a Director with Dundee Capital Markets' investment banking group where he worked for the past 7 years. Mr. Moylan is a licensed Certified Public Accountant (Colorado) and has Honours Bachelor of Arts and Master of Management and Professional Accounting degrees from the University of Toronto.

    Mr. Jeffrey Vigil, the Company's current CFO, will assume the role of Sr. Vice President, Controller and Chief Accounting Officer.

    Steve Antony, President and CEO of Energy Fuels said, "We are very pleased that Graham will be joining Energy Fuels as CFO. His capital markets knowledge and experience will strengthen our management team. Graham will contribute significantly to our financial management skill set as Energy Fuels establishes itself as the major uranium and vanadium producer in the U.S. Graham has been a leading and very successful investment banker within the uranium sector having been key in closing numerous financing and M&A transactions. Graham is well known to the Energy Fuels team having served as our primary investment banker over the past couple of years.”

    Steve continued, “I would also like to thank Jeff Vigil for his contributions as CFO. Jeff played a very important role in the growth and development of Energy Fuels and I am pleased that we will continue to benefit from his experience and knowledge as he assumes his new role."

    About Energy Fuels: Energy Fuels is America's largest conventional uranium and vanadium producer, supplying nearly a third of the uranium produced in the U.S. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Gary Steele Curtis Moore
    Investor Relations Corporate Communications
    (303) 974-2140 (303) 974-2140
    Toll free: 1-888-864-2125 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com  
    Website: www.energyfuels.com  



    Exhibit 99.71

    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Completes Acquisition of Interests in Sage Plain Uranium & Vanadium Properties from Aldershot Resources

    Toronto, Ontario – October 2, 2012

    Energy Fuels Inc. (TSX - EFR) (“ Energy Fuels or the “Company”) is pleased to announce the closing of its acquisition of the interests of Aldershot Resources Ltd. (“Aldershot”) in the Sage Plain Project for US$750,000 in cash, the cancellation of debt owed by Aldershot to Energy Fuels, and 3,527,570 shares of Energy Fuels common stock.

    In the transaction, Energy Fuels purchased Aldershot’s membership interest in Colorado Plateau Partners LLC (“CPP”), a 50/50 joint venture between Energy Fuels and Aldershot. CPP holds a majority of the properties in the Sage Plain Project Area including the Calliham lease, the Crain lease, four Utah State leases and 94 unpatented mining claims on BLM land. As a result of the acquisition, Energy Fuels now owns 100% of the Sage Plain Project, which is located about 15-miles northeast of Monticello, Utah and about 54 road miles from Energy Fuels’ White Mesa Mill, the only conventional uranium and vanadium processing facility operating in the U.S. The general location of the Sage Plain Project is shown on the map below.

    Permitting on the Sage Plain Project has been initiated, and the Company anticipates receiving approvals for the project within the next 12-18 months. As has been previously reported, the Sage Plain Project contains 642,971 tons of measured and indicated resource at grades of 0.22% uranium (eU 3 O 8 ) and 1.39% vanadium (V 2 O 5 ), or 2,833,795 lbs. uranium and 17,829,289 lbs. vanadium.

    In addition, as a part of this transaction, Energy Fuels also acquired Aldershot’s interest in several prospective exploration properties in northern Arizona.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium and vanadium producer, supplying nearly a third of the uranium produced in the U.S. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com




    Exhibit 99.72

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces Settlement with Telluride and San Miguel County in Piñon Ridge Mill Challenge

    Toronto, Ontario October 11, 2012

    Energy Fuels Inc. (TSX - EFR) (“ Energy Fuels or the “Company”) is pleased to announce that the Town of Telluride and San Miguel County have agreed to a settlement with the Company in the Piñon Ridge Mill (the “Mill”) license challenge. The other parties to the challenge, including Sheep Mountain Alliance and a private individual, were not parties to the settlement.

    The settlement between Energy Fuels, Telluride and San Miguel County includes provisions related to transportation, the financial surety, and protection of area watersheds. Energy Fuels’ obligations under the settlement agreement will not be triggered until operations begin at the Mill.

    Stephen P. Antony, President and CEO of Energy Fuels stated: “We are extremely happy to have reached an agreement with the Town of Telluride and San Miguel County. We think this agreement demonstrates that Energy Fuels is willing to address the reasonable concerns of stakeholders as we continue to work toward the reissuance of the license.”

    Stephen P. Antony, P.E., President & CEO of Energy Fuels, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium and vanadium producer, supplying nearly a third of the uranium produced in the U.S. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.73

    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels to Focus on Lower Cost Uranium Production

    Toronto, Ontario – October 17, 2012

    Energy Fuels Inc. (TSX - EFR) (“Energy Fuels” or the “Company”) today announced that, following an evaluation of its operations and various production sources, the Company will shift its short-term focus toward lower cost sources of U 3 O 8 production within its asset portfolio. Specifically, Energy Fuels will concentrate on mining its lower cost, high-grade breccia pipes in northern Arizona and on processing alternate feed materials at the White Mesa Mill which have no associated mining cost.

    As a result of this revised production strategy, Energy Fuels will be placing the Beaver and Daneros properties on the Colorado Plateau on standby over the course of the first quarter of FY 2013. In addition, the Company will cease mining at the Pandora property on the Colorado Plateau during the second quarter of FY 2013, pending the depletion of its identified uranium and vanadium resources. Energy Fuels will closely monitor market conditions and evaluate reopening the Beaver and Daneros mines at the appropriate time. Core mining expertise will be retained at these locations during the standby period.

    For FY 2013, Energy Fuels expects production from the White Mesa Mill in Blanding, Utah to be between 1,000,000 and 1,100,000 lbs. of U 3 O 8 and between 2,000,000 and2,200,000 lbs. of V 2 O 5 . Mining is expected to continue at the Company’s Arizona 1 property during the first three quarters of FY 2013. In addition, mining is expected to commence at the Pinenut property in Arizona during the second quarter of FY 2013. The White Mesa Mill is expected to continue processing alternate feed materials during FY 2013.

    Commenting on these developments, Energy Fuels’ President and CEO Stephen Antony said, "Energy Fuels is well-equipped to adjust our operations to address market conditions. Within our portfolio of assets, we have lower cost sources of production, such as the high-grade breccia pipe mines in the Arizona Strip and the ability to process alternate feed materials at the White Mesa Mill for which there is no mining cost. In addition, we have term contracts with multiple utilities which enable the Company to sell significant quantities of U 3 O 8 at a substantial premium to the current spot price. These assets will play a particularly important role in how we manage our business at this time, when the current U 3 O 8 spot price, in our view, does not reflect the strong fundamentals of the uranium sector over the medium- to long-term. Although our Colorado Plateau properties will be placed on standby for the time being, we will maintain these assets with the ability to resume production in a timely fashion upon commodity prices improving. In addition, we will continue to invest in development projects that will keep Energy Fuels as the leading US uranium producer, including the development of the Canyon mine in Arizona and the continuation of permitting activities at our Sheep Mountain project in Wyoming."

    About Energy Fuels : Energy Fuels is America's largest conventional uranium and vanadium producer, supplying nearly a third of the uranium produced in the U.S. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.74

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces FY-2012 Annual Results

    Toronto, Ontario – December 21, 2012

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) today reported its financial results for the quarter and year-ended September 30, 2012 (“FY-2012”). The Company’s Audited Annual Consolidated Financial Statements, along with Management’s Discussion and Analysis and Annual Information Form, have been filed on the System for Electronic Document Analysis and Retrieval and may be viewed at www.sedar.com . Unless noted otherwise, all dollar amounts are in US dollars.

    Transformational Year for Energy Fuels

    The past year was transformational for Energy Fuels, as the Company attained a dominant production and resource position within the uranium sector’s single largest market, the United States. In a period of less than six months between February 2012 and July 2012, Energy Fuels augmented its business, successfully capitalizing on growth opportunities in a highly dynamic market environment. Within this short period of time, Energy Fuels became the largest conventional uranium producer in the US, one of the largest holders of NI 43-101 compliant uranium resources in the US, and completed two capital market financings that raised aggregate gross proceeds of over Cdn $30 million.

    Through the acquisition of all of the US-based uranium mining and production assets of Denison Mines Corp. (the “Denison Acquisition”) in June 2012, Energy Fuels now owns and controls the White Mesa uranium mill (“White Mesa Mill”), which is the only operating uranium mill in the US. When combined with the Company’s large, proximal resource base, the White Mesa Mill positions Energy Fuels to provide a long-term supply of uranium production from conventional ore as market conditions warrant.

    In addition, through its February 2012 acquisition of Titan Uranium Inc. (the “Titan Acquisition”), Energy Fuels acquired the Sheep Mountain Project, one of the largest uranium development projects in the US. The Sheep Mountain Project has 30.3 million pounds of uranium oxide (“U 3 O 8 ”), contained inapproximately 12.9 million tons of Measured and Indicated Resources with an average grade of 0.12% U 3 O 8 . Shortly after completing the Titan Acquisition, Energy Fuels completed a pre-feasibility study on the Sheep Mountain Project. Using a 7% discount rate and a $60 per pound uranium price (which is the current Ux long-term price of uranium), the Sheep Mountain Project’s estimated net present value is $161 million which, in itself and excluding Energy Fuels’ other assets, represents a substantial premium to the Company’s current market capitalization.

    Despite being the World’s largest producer of nuclear energy, the US currently imports over 90% of the uranium required to fuel its reactors. The Company believes its US-based portfolio of assets represents a important source of domestic supply, which should be expected to grow in strategic importance following the expected discontinuation of the US-Russia HEU agreement in December 2013, which currently provides ~45% of the uranium supply for the United States.


    Selected Annual Information

    The following selected financial information was obtained from or calculated using the Company’s consolidated financial statements for the following fiscal years:

        Year ended     Year ended     Year ended  
        September 30,     September 30,     September 30,  
    $000, except per share data   2012     2011     2010 1  
    Results of Operations:                  
     Total revenues $  25,028   $  -   $  -  
     Net income (loss)   16,973     (3,567 )   (4,315 )
     Basic and diluted earnings (loss) per share   0.06     (0.04 )   (0.05 )

        As at September     As at September     As at September  
        30, 2012     30, 2011     30, 2010 1  
    Financial Position:                  
     Working capital $  44,080   $  6,788   $  3,158  
     Property, plant and equipment   133,085     33,292     480  
     Total assets   239,808     43,493     33,793  
     Total long-term liabilities   38,447     452     333  
    1 As reported under Canadian GAAP  

    Financial and Operational Highlights for FY-2012

    - Completed the Denison Acquisition and Titan Acquisition on June 29, 2012 and February 29, 2012, respectively.
    - Energy Fuels’ sales, following completion of the Denison Acquisition, were 447,000 pounds U 3 O 8 at an average realized price of $55.83 per pound for the quarter and year-ended September 30, 2012. Approximately 44% of these sales were under existing uranium supply contracts.
    - Energy Fuels’ production at the White Mesa Mill, following the completion of the Denison Acquisition, totaled 310,480 pounds of U 3 O 8 for the quarter and year-ended September 30, 2012. Production included 79,764 lbs U 3 O 8 from alternate feed materials and 230,716 lbs U 3 O 8 from Arizona 1 and Daneros conventional ore. Production cash cost was $44.26 1 per lb U 3 O 8 for the quarter and year-ended September 30, 2012.
    - As of September 30, 2012, the Company had working capital of $44.1 million, including cash and cash equivalents of $13.7 million, marketable securities of $1.6 million and 225,000 pounds of U 3 O 8 inventory. Based on spot market prices at September 30, 2012, this inventory had a value of $10.5 million.
    - Raised aggregate gross proceeds of Cdn $30.2 million through a Cdn $8.2 million equity financing in June 2012 and a Cdn $22 million unsecured, subordinated convertible debenture offering in July 2012.
    - Subsequent to September 30, 2012, Energy Fuels announced that, in order to manage the current challenging uranium market environment, the Company would focus on its lower cost sources of production at its Arizona Strip mines and alternate feed production. As announced on October 17, 2012, the Company placed its Daneros and Beaver mines on standby. In December 2012, the Pandora mine was also placed on standby.


    Reconciliation of non-GAAP financial measures

    The Company has included certain non-GAAP financial measures in this news release. These measures are not defined under International Financial Reporting Standards (“IFRS”) and should not be considered in isolation. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. The inclusion of these measures is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These measures are not necessarily standard and therefore may not be comparable to other issuers.

    1 Cash cost of production per pound is a non-GAAP financial measure defined as the costs of mining the ore fed to the mill in the year, which include fair value adjustments to beginning stockpile inventories, plus the costs of milling less a credit for vanadium produced in the period and excluding depreciation and amortization, divided by lbs. of U 3 O 8 produced during the year.

    Energy Fuels Outlook for FY-2013

    Energy Fuels will continue to manage its operations in a prudent, conservative manner until the expected improvement in the uranium market is observed and sustained. This strategy entails operations that will focus on lower cost sources of production and levels of output that are generally tailored toward fulfilling the Company’s delivery requirements under its uranium supply contracts. As such, Energy Fuels expects that 90-95% of its FY-2013 sales will be pursuant to existing term contracts. Development and maintenance of the Company’s asset portfolio is expected to continue to position Energy Fuels to increase production upon the occurrence of improved market conditions. Highlights for Energy Fuels’ outlook for FY-2013 are as follows:

    - FY-2013 Sales : Uranium sales are estimated to be 1,000,000 to 1,050,000 lbs U 3 O 8 , of which 957,000 lbs is expected to be sold under uranium supply contracts and the remainder is expected to be sold into the spot market. Vanadium sales (“V 2 O 5 ”) are estimated to be between 1,900,000 and 2,000,000 lbs.
    - FY-2013 Production : Uranium production is estimated to be approximately 1,000,000 lbs U 3 O 8 sourced from both conventional ore and alternate feed sources. Conventional ore production is expected to include the Beaver and Pandora ore contained in stockpile as of September 30, 2012, as well as the Beaver and Pandora ore mined during FY-2013. Given the expected U 3 O 8 production from Beaver and Pandora ores, Energy Fuels estimates that it will produce between 1,900,000 and 2,000,000 lbs of V 2 O 5 in FY-2013.
    - FY-2013 Mining Activities : Mining on the Arizona Strip is expected to continue during FY-2013 at the Arizona 1 and Pinenut mines, although this ore is not expected to be milled until FY-2014, in addition to the Daneros ore currently stockpiled. Effective October 17, 2012, the Company placed the Daneros and Beaver mines on standby. The Pandora mine was previously expected to be shut down in mid-2013 but was placed on standby in December 2012.
    - FY-2013 Project Development : Energy Fuels plans to invest in high priority development projects and maintain general permitting and exploration activities in FY-2013. Development of the Canyon mine in Arizona is planned to continue in FY-2013, with the start of shaft sinking planned to begin in early FY-2013. The estimated cost of development activities at the Canyon mine is expected to be $4.4 million for FY-2013. Energy Fuels plans to continue permitting the Sheep Mountain Project at an estimated cost of $1.1 million for FY-2013. Other permitting and explorat i on expenditures are estimated to be $1.8 million for FY-2013.


    Well-Positioned for Current Market Conditions and Future Growth

    Energy Fuels believes it is well positioned as the leading conventional uranium producer in the US, with the potential to become a significant uranium producer on a global scale. The Company’s current production profile accounts for ~25% of US production, and the Company owns a portfolio of assets which provides a platform for significant production growth in the future. In the midst of relatively weak uranium spot prices, Energy Fuels is focusing on lower cost sources of production from its high-grade Arizona Strip mines and alternate feed materials in order to meet the delivery requirements under its existing uranium supply contracts. Energy Fuels has three existing contracts to deliver substantial quantities of uranium to US and international utilities. The in-place contracts include pricing terms which provide a premium to the current uranium spot price, which helps mitigate the challenges of current market conditions. In the event uranium spot prices return to pre-Fukushima levels of $70+ per pound, Energy Fuels believes it has the ability to substantially increase production at the White Mesa Mill over time, through the Company’s Arizona Strip mines, Colorado Plateau mines (which would also include significant vanadium production), Henry Mountains Complex, and increased uranium-bearing alternate feed processing. In addition, the Sheep Mountain Project, a large stand-alone uranium project, is expected to produce 1.5 million pounds U 3 O 8 from both open-pit and underground mining operations according to its 2012 prefeasibility study. As discussed below in the Market Outlook for FY-2013, Energy Fuels believes that uranium market conditions are improving.

    Market Outlook for FY-2013

    Energy Fuels expects improvements in the uranium market during FY-2013. It is currently seeing increased activity in the uranium market with both spot market transaction activity recently increasing and several long-term supply contract proposals from utilities being tendered during the past couple of months. Demand fundamentals within the uranium sector are strong, with China, Russia, India, the US, the UK, Saudi Arabia and Brazil continuing to develop nuclear power plants. Globally, there are 64 nuclear reactors under construction, and 483 nuclear reactors planned or proposed. The recent Japanese election results also appear to bode well for the re-start of Japanese reactors, as the Liberal Democratic Party, a proponent of nuclear power, won via a significant majority. In terms of supply, the discontinuation of the US-Russia HEU agreement in December 2013 is expected to remove up to 18 to 24 million pounds of uranium from the market, and recently announced delays of several new uranium development projects are expected to further constrict supply over the medium- to long-term. Energy Fuels believes the aforementioned market conditions will result in modest strengthening of the uranium spot price during FY-2013 with accelerated strengthening expected beyond FY-2013.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain act ions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to” . All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward- looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated as of December 20, 2012, which is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results , future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.75

        

      NR:12-04
    December 28, 2012

    NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

    Virginia Energy and Energy Fuels Announce Financing;
    Virginia Energy Closes Bridge Loan

    Virginia Energy Resources Inc. (TSX.V: VUI ; OTCQX: VEGYF ) (“ Virginia Energy ”) and Energy Fuels Inc. ( “Energy Fuels” ) (TSX: EFR ) are pleased to announce that they have reached understandings amongst themselves and others pursuant to which Virginia Energy proposes to issue and sell, subject to regulatory approval, by way of a non-brokered private placement financing, 14,285,714 common shares in the capital of Virginia Energy (each, a “ Common Share ”) at a price of $0.42 per Common Share for expected aggregate gross proceeds (in cash and shares) of up to $6,000,000 (the “ Offering ”). The lead investors in the capital raise are Energy Fuels and Sprott Resource Corp. (“ Sprott ”).

    Virginia Energy owns 100% of the Coles Hill uranium project, a large uranium development project located in south central Virginia. Coles Hill hosts the largest known uranium deposit in the United States with 119.6 million tons of Indicated Resource with an average grade of 0.056% eU 3 O 8 containing 133 million pounds of eU 3 O 8 . An updated preliminary environmental assessment was announced by Virginia Energy in September 2012 and can be viewed on Virginia Energy’s profile on SEDAR (see www.sedar.com ).

    Energy Fuels’ investment in Virginia Energy is expected to bring significant expertise to the Coles Hill project from a technical and regulatory perspective on uranium mining, milling and tailings management. Energy Fuels is currently the largest conventional uranium producer in the United States. It owns the White Mesa uranium mill, near Blanding, Utah, the only operating uranium mill in the US. Energy Fuels also has a dominant resource position in three of the most productive historical uranium districts in the US. In addition, Energy Fuels has long-term supply contracts to provide fuel for nuclear power plants owned by a number of US and foreign utilities.

    Stephen Antony, the CEO of Energy Fuels, commented, “The Coles Hill uranium project is the largest uranium development project in the US and has strong technical and economic merit. The US is currently the biggest consumer of uranium in the world, yet we import more than 90% of our supply requirements. We are pleased to partner with Virginia Energy and help advance the Coles Hill project toward becoming a major domestic uranium producer that is committed to the highest standards of operational safety and environmental protection. We are also confident that the Coles Hill project has the potential to create significant economic value for the state of Virginia and generate strong investment returns for Virginia Energy shareholders.”

    Energy Fuels will acquire 9,439,857 common shares of Virginia Energy or approximately 19.9% of Virginia Energy upon completion of the Offering and will be granted the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding Common Shares, increasing to 9.9% after 2 years. Graham Moylan has been proposed as Energy Fuels’ initial nominee and would also serve on the audit committee. Mr. Moylan is a licensed Certified Public Accountant, currently serves as the Chief Financial Officer of Energy Fuels and previously worked as an investment banker at a Canadian investment dealer gaining extensive financing and financial advisory experience within the uranium sector. The appointment is subject to the approval of the TSX Venture Exchange.

    For further information contact: Walter Coles, Jr., Executive Vice President or Tony Perri - Investor Relations, Manager
    Suite 611, 675 W. Hastings Street Vancouver, British Columbia, Canada V6B 1N2
    Tel: (604) 669-4799 Website: www.virginiaenergyresources.com



    - 2 -
    Virginia Energy Resources Inc.   NR: 12-04

    Walter Coles Sr., CEO of Virginia Energy, commented, “Energy Fuels is the recognized leader in conventional uranium mining and milling in the United States. Their investment brings with it vast experience and technical expertise. We are excited to have Energy Fuels as a partner and with their assistance we hope to eventually permit and build one of the safest and most productive new uranium mines in the world."

    Energy Fuels’ subscription will be paid through a combination of $250,000 of cash and 21,851,411 Energy Fuels common shares issued on a private placement basis. Energy Fuels’ participation in the Offering and the issuance of the Energy Fuels common shares to Virginia Energy is subject to the approval of the Toronto Stock Exchange.

    Mr. Coles added, “This will be a valuable strategic partnership between Energy Fuels and Virginia Energy and we expect the resulting synergies to create value for both companies. Energy Fuels brings significant technical expertise in terms of permitting, developing and operating uranium mines in the U.S. We believe it is important to realize these synergies now, because we are approaching a very important period with respect to advancing the development of the Coles Hill project. At the present time both parties recognize and believe that our industry and in particular, our respective companies, are significantly undervalued. Despite owning the largest undeveloped uranium resource in the US which based on a preliminary economic assessment completed in September 2012 showed an estimated NPV of US $427 Million, Virginia Energy, based on its current market capitalization, is trading at a highly discounted EV/Resource multiple relative to its peers and at an approximate 95% discount to the aforementioned estimated NPV. Fundamentals in the uranium sector remain strong, and uranium companies with quality underlying assets such as Energy Fuels are positioned to perform well in 2013. Therefore Virginia Energy is pleased to receive Energy Fuels stock in lieu of cash for a large portion of their subscription.” With regard to the balance of the Offering, Sprott will acquire approximately 20% of the private placement for $1.2 million of cash. Other current shareholders are expected to acquire the remaining approximately $835,000 of the Offering. The total cash to be received by Virginia Energy in the Offering is expected to be approximately $2,285,000.

    Common Shares issued under the Offering will be subject to a hold period of four months and one day from the applicable closing date of the Offering. In accordance with regulations of the TSX Venture Exchange, finder’s fees may be payable to accredited agents on that portion of the Offering from purchasers identified by such finder, including the subscription by Energy Fuels. Funds from the Offering will be used for general working capital. The completion of the Offering is subject to the approval of the TSX Venture Exchange. Dundee Securities acted as an advisor to Virginia Energy with respect to the Energy Fuels investment.

    In addition, on December 27, 2012, Virginia Energy closed a bridge loan facility for a total amount of $750,000 with Sprott Resource Lending Partnership. The bridge loan is repayable on closing of the Virginia Energy’s equity financing, but no later than February 28, 2013 and bears an annual interest rate of 12%. No securities of Virginia Energy were issued or made issuable in connection with the bridge loan from Sprott Resource Lending Partnership.

    For further information contact: Walter Coles, Jr., Executive Vice President or Tony Perri – Investor Relations, Manager
    Suite 611, 675 W. Hastings Street Vancouver, British Columbia, Canada V6B 1N2
    Tel: (604) 669-4799 Website: www.virginiaenergyresources.com



    - 3 -
    Virginia Energy Resources Inc.   NR: 12-04

    The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

    About Virginia Energy Resources Inc.
    Virginia Energy Resources Inc. is a uranium development and exploration company. The company holds a 100% stake in the advanced stage Coles Hill uranium project located in south central Virginia, USA. Additionally, the company operates a uranium exploration program in the Otish Basin of Quebec, Canada.

    About Energy Fuels Inc.
    Energy Fuels Inc. is America’s largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines, standby mines, and other mineral properties in various stages of permitting and development.

    Michael Cathro, M.Sc., P.Geo., Vice-President of Exploration for Virginia Energy , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document related to Virginia Energy.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document related to Energy Fuels.

    Cautionary Note Regarding Forward-Looking Statements and Information

    Certain of the statements and information in this press release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements relating to the plans for completion of the Offering. Forward-looking statements and information generally express predictions, expectations, beliefs, plans, projections, or assumptions of future events or performance, do not constitute historical fact and are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in such statements, including, without limitation: the risk that the Offering will not be approved by the Toronto Stock Exchange or TSX Venture Exchange; risks and uncertainties related to the full Offering not being completed in the event that there are not sufficient subscribers or the conditions thereto are not satisfied, including the acceptance by the Toronto Stock Exchange or the TSX Venture Exchange. Forward-looking statements and information contained in this release are based on the beliefs, estimates, and opinions of management on the date the statements are made. There can be no assurance that such statements or information will prove accurate. Actual results may differ materially from those anticipated or projected. Virginia Energy and Energy Fuels expressly disclaim any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. No production decision with respect to the Coles Hill project has been made nor will a production decision be made until Virginia Energy has completed a feasibility study.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    For further information contact: Walter Coles, Jr., Executive Vice President or Tony Perri – Investor Relations, Manager
    Suite 611, 675 W. Hastings Street Vancouver, British Columbia, Canada V6B 1N2
    Tel: (604) 669-4799 Website: www.virginiaenergyresources.com



    - 4 -
    Virginia Energy Resources Inc.   NR: 12-04

    For further information please contact:

    For Virginia Energy Resources Inc.
    Walter Coles, Jr., Executive Vice President
    Phone No.: (604) 669-4799
    Email: wcolesjr@va-energy.com

    Investor Relations:
    Tony Perri, Investor Relations, Manager
    Phone No.: (604) 669-4799
    Email: tperri@va-energy.com

    For Energy Fuels Inc.
    Stephen P. Antony, President & CEO
    Phone No.: (303) 974-2140
    Email: santony@energyfuels.com

    Investor Relations:
    Curtis H. Moore, Director – Investor & Public Relations
    Phone No.: (303) 974-2140
    Email: cmoore@energyfuels.com

    For further information contact: Walter Coles, Jr., Executive Vice President or Tony Perri – Investor Relations, Manager
    Suite 611, 675 W. Hastings Street Vancouver, British Columbia, Canada V6B 1N2
    Tel: (604) 669-4799 Website: www.virginiaenergyresources.com



    Exhibit 99.76

    ENERGY FUELS INC .
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    INTRODUCTION

    This Management’s Discussion and Analysis (“MD&A”) of Energy Fuels Inc. and its subsidiary companies (collectively, “Energy Fuels” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of February 12, 2013 and should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes for the quarter ended December 31, 2012, and the annual audited financial statements for the year-ended September 30, 2012. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

    Other continuous disclosure documents, including the Company’s press releases, quarterly and annual reports, technical reports, and Annual Information Form are available through its filings with the securities regulatory authorities in Canada at www.sedar.com and on the Company’s website at www.energyfuels.com .

    In this discussion, the terms “Company”, “we”, “us”, and “our” refer to Energy Fuels and, as applicable, the Company’s wholly-owned subsidiaries: Energy Fuels Holdings Corp. (“EFHC””), White Canyon Uranium Limited (“White Canyon”), Magnum Uranium Corp. (“Magnum”), Titan Uranium Inc. (“Titan”) and their respective subsidiaries.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this MD&A constitutes “forward-looking information", under applicable securities laws concerning the business, operations, financial performance and condition of Energy Fuels.

    Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "does not expect", "is expected", “is likely”, "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “have the potential to”.

    Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Energy Fuels to be materially different from those expressed or implied by such forward-looking statements. Energy Fuels believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the estimates of Energy Fuels’ mineral reserves and mineral resources; estimates regarding Energy Fuels’ uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Energy Fuels; exploration, development and expansion plans and objectives; Energy Fuels’ expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licenses and treatment under governmental regulatory regimes.

    There can be no assurance that such statements will prove to be accurate, as Energy Fuels’ actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading "Risk Factors" in Energy Fuels’ MD&A for the year ended September 30, 2012, dated December 20, 2012, and in Energy Fuels’ Annual Information Form dated December 20, 2012 available at www.sedar.com , as well as the following: global financial conditions, the market price of Energy Fuels’ securities, volatility in market prices for uranium and vanadium; ability to access capital, changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; uncertainties associated with estimating mineral reserves and resources and production; uncertainty as to reclamation and decommissioning liabilities; failure to obtain industry partner and other third party consents and approvals, when required; delays in obtaining permits and licenses for development properties; competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Energy Fuels to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, and the adequacy of insurance coverage.

    - 1 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Energy Fuels does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Energy Fuels’ expectations except as otherwise required by applicable legislation.

    Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: “This MD&A” may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that, while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with quarter ended December 31, 2012 are:

        Dec 31     Sept 30     June 30     Mar 31  
        2012     2012     2012     2012  
    $000, except per share data $     $       $   $    
    Total revenues   8,927     25,028     -     -  
    Net Income (loss)   (2,256 )   (15,905 )   35,882     (2,414 )
    Basic & diluted net income (loss) per share   (0.00 )   (0.08 )   0.16     (0.02 )

        Dec 31     Sept 30     June 30     Mar 31  
        2011     2011     2011     2011  
    $000, except per share data $     $     $     $    
    Total revenues   -     -     -     -  
    Net Income (loss)   (590 )   (223 )   (2,338 )   (301 )
    Basic & diluted net income (loss) per share   (0.00 )   (0.01 )   (0.02 )   (0.00 )

    RESULTS OF QUARTERLY OPERATIONS

    General

    The Company recorded a net loss of $2.26 million for the quarter ended December 31, 2012 (the “Current Quarter”) compared with a net loss of $0.59 million for the quarter ended December 31, 2011 (the “Prior Quarter”), which represents a comparative increase in loss of $1.67 million. This increase is primarily due to the acquisition of all of Denison Mines Corp.’s mining assets and operations located in the United States (the “US Mining Division”) in June 2012 and the associated increases in payroll, administrative, carrying, and operating costs.

    - 2 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Revenues

    Revenues for the Current Quarter totaled $8.93 million, which included the sale of 117,000 pounds of U 3 O 8 pursuant to term contracts at a price of $58.00 per pound, the sale of 40,000 pounds of U 3 O 8 in the spot market at a price of $41.50, the sale of 78,000 pounds of V 2 O 5 at an average price of $5.30 per pound, and $84,000 from processing alternate feed materials.

    Operating Expenses

    Milling and Mining Expenses

    During the Current Quarter, the Company processed conventional uranium and vanadium ores from the Company’s mines on the Colorado Plateau as well as alternate feed material. Uranium and vanadium production for the Current Quarter was 228,400 pounds of U 3 O 8 and 234,600 pounds of V 2 O 5 .

    Cost of goods sold for the Current Quarter totaled $8.64 million which consists of $8.02 million of mining and milling production costs and $0.62 million of depreciation and amortization.

    Production costs 1 at the White Mesa Mill for the Current Quarter were $46.64 per pound U 3 O 8 . As previously reported by Denison Mines Corp., production costs 1 were $50.93 per pound U 3 O 8 for the quarter ended December 31, 2011.

    Mineral Property Exploration, Evaluation and Development

    Energy Fuels is also engaged in uranium exploration and development on its properties in the U.S. For the Current Quarter, exploration, evaluation and development expenditures totaled $3.18 million as compared to $0.68 million for the Prior Quarter. The majority of the development expenditures in the Current quarter were for development activities at the Canyon and Pinenut mines in Arizona and the evaluation expenditures were for the Sheep Mountain project in Wyoming, while the exploration and development expenditures in the Prior Quarter were primarily related to the acquisition of the Skidmore lease in the Sage Plain project area.

    During the Current Quarter, Energy Fuels completed drilling on ten holes totaling 5,900 feet. These holes were drilled on the Whirlwind property for the purpose of expanding the known resource base.

    General and Administrative

    Selling, general and administrative expenses totaled $3.89 million for the Current Quarter compared to $0.90 million for the Prior Quarter. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other overhead expenditures. Included in selling expenses for the Current Quarter was $0.80 million, resulting from amortization of the intangible asset recorded for the U 3 O 8 sales contract values in excess of spot price at the June 29, 2012 acquisition date of the US Mining Division. The Company also recorded $0.65 million in general and administrative expense for costs incurred on previously impaired mineral properties. General and administrative expenses for the Current Quarter increased as compared to the Prior Quarter due to the acquisition of the US Mining Division in June 2012, and the additional costs related to the contract amortization expense and costs for impaired properties.

    ______________________________

    1 Production costs per pound include the costs of mining the ore fed to the mill in the period, which include fair value adjustments to beginning stockpile inventories, plus the costs of milling less a credit for vanadium produced in the period and excluding depreciation and amortization, divided by pounds produced, which is a non-GAAP measure.

    - 3 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Other Income and Expenses

    Finance income totaled $2.44 million for the Current Quarter compared to $4,000 for the Prior Quarter. The increase is primarily the result of a mark-to-market adjustment for the convertible debentures of $2.05 million as well as earnings from investments in the surety bond collateral account.

    Finance expenses totaled $0.96 million for the Current Quarter compared to $16,000 for the Prior Quarter. The increase was primarily the result of interest expense in the amount of $0.50 million related to interest expense on the convertible debentures and expense of $0.38 million recorded for the mark-to-market adjustment on the Mega Uranium Ltd. common shares held by the Company.

    Acquisition of Joint Venture Interests of Aldershot Resources Ltd.

    On October 1, 2012, the Company acquired the interests of Aldershot Resources Ltd. (“Aldershot”) in the Sage Plain Project for $0.75 million in cash, the cancellation of debt owed by Aldershot to Energy Fuels, and the issuance of 3,527,570 common shares in the capital of the Company. In the transaction, Energy Fuels acquired Aldershot’s membership interests in Colorado Plateau Partners LLC (“CPP”) and Arizona Strip Partners LLC (“ASP”), two 50/50 joint ventures between subsidiaries of Energy Fuels and Aldershot. CPP holds a majority of the properties in the Company’s Sage Plain Project area, including the Calliham lease, the Crain lease, four State of Utah School and Institutional Trust Lands Administration (“SITLA”) leases, and 94 unpatented mining claims on land managed by the U.S. Bureau of Land Management (“BLM”). As a result of the acquisition, Energy Fuels now owns 100% of the Sage Plain Project, which is located about 15-miles northeast of Monticello, Utah and about 54 road miles from Energy Fuels’ White Mesa Mill. In addition, Energy Fuels acquired Aldershot’s interest in ASP which holds several prospective exploration properties in northern Arizona.

    Investment in Virginia Energy Resources Inc.

    On December 28, 2012, the Company announced it had reached an agreement to acquire a 19.9% interest in Virginia Energy Resources Inc. (“Virginia Energy”) as part of a non-brokered private placement financing. The transaction was completed on January 25, 2013. However, as a result of Virginia Energy’s expansion of the original financing, Energy Fuels’ acquired interest amounted to 16.5% (rather than the previously announced 19.9%) . Energy Fuels acquired 9,439,857 common shares of Virginia Energy at a price of C$0.42 per share, for an aggregate subscription price of C$3.97 million ($3.94 million). The subscription was satisfied by a combination of C$0.25 million ($0.25 million) of cash and the issuance of 21,851,411 common shares in the capital of the Company. Pursuant to the subscription agreement, for so long as Energy Fuels owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding common shares of Virginia Energy, increasing to 9.9% after two years. Graham Moylan, the Chief Financial Officer of Energy Fuels, will be appointed as a director of Virginia Energy. Cantor Fitzgerald Canada Corporation acted as the Company’s financial advisor in connection with the investment transaction. The Company will issue 270,270 common shares of the Company to Cantor Fitzgerald in partial satisfaction of the financial advisory fees.

    OUTLOOK FOR FY-2013

    Production

    The Company’s uranium production is be expected to be approximately 1 million pounds U 3 O 8 from conventional ore and alternate feed sources. Production from conventional ore is expected to include ore mined from the Company’s Beaver, Pandora, Daneros and Arizona 1 mines. Mining on the Arizona Strip is expected to continue during FY-2013 at the Company’s Arizona 1 and Pinenut mines. As a result of the conventional ore production from Beaver and Pandora ores, vanadium production is anticipated to be 1.7 to 1.8 million pounds V 2 O 5 in FY-2013.

    The Company expects to produce 250,000 to 300,000 pounds of U 3 O 8 during the quarter ended March 31, 2013, sourced from alternate feed sources and conventional ore from the Beaver and Pandora mines.

    - 4 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Sales

    FY-2013 Uranium sales are forecasted to be approximately 1.0 to 1.05 million pounds of U 3 O 8 of which 957,000 pounds will be sold into long-term contracts and the remainder will be sold on the spot market. Vanadium sales are estimated to be between 1.7 and 1.8 million pounds V 2 O 5 in FY-2013.

    Pursuant to its long-term supply contracts, the Company expects to sell 533,334 pounds U 3 O 8 during the quarter-ended March 31, 2013 and between January 1, 2013 and February 12, 2013, the Company delivered and received payment for 216,667 pounds U 3 O 8 .

    Development Activities

    During FY-2013 Energy Fuels plans to pursue the permitting of the Sheep Mountain Project in Wyoming. The total planned cost of the Sheep Mountain permitting program in FY-2013 is $1.10 million.

    Development of the Canyon mine in Arizona is planned to continue in FY-2013, with the start of shaft sinking planned to begin during the first half of FY-2013. The estimated cost of development activities at Canyon is $3.90 to $4.40 million for FY-2013.

    Permitting and exploration activities for other Energy Fuels’ mineral properties are estimated to be approximately $1.80 million during FY-2013.

    USE OF PROCEEDS FROM CONVERTIBLE DEBENTURES FINANCING

    The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the net proceeds received from the issuance of 22,000 convertible debentures (“Debentures”) on July 24, 2012 as compared to the actual expenses incurred to December 31, 2012.

        Estimated     Actual Costs Incurred  
    Use of Financing Net Proceeds (000's)   Allocation of Net     to December 31,  
    (excluding General Working Capital)   Proceeds     2012  

     Sage Plain Project permitting and mine design (1)

    $ 5,065   $ 1,214  

     Sheep Mountain Project permitting, mine design and development

      4,300     525  

     Sustaining capital for existing mines

      2,660     3,539  

     Daneros Mine development, permitting and exploration (1)

      1,600     0  

     Payment to Uranium One for Titan Uranium loan

      1,050     1,055  

     Payment to Pinetree Capital for Titan Uranium loan

      1,030     1,039  

     Canyon & Pinenut Mines permitting and site rehabilitation (1)

      825     2,513  

     Energy Queen Mine permitting, site rehabilitation and exploration (1)

      550     0  

     

    $ 17,080   $ 9,885  

    (1) Concurrent with the Company's decision to place its Colorado Plateau mines on standby in the Current Quarter due to lower uranium spot market prices, the permitting and development projects on the Colorado Plateau were scaled back and the Company allocated additional funding to the Arizona Strip development projects which are the Company’s higher grade development properties.

    LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents were $3.61 million at December 31, 2012 compared with $13.66 million at September 30, 2012. The decrease of $10.05 million was due primarily to cash used in operations of $2.13 million, cash used in investing activities of $6.56 million and cash used in financing activities of $1.35 million.

    - 5 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    The Company’s revenues can vary significantly on a quarterly basis as a result of the timing of deliveries pursuant to its uranium term supply contracts. During the Current Quarter the Company generated sales of 157,000 pounds U 3 O 8 , of which 116,667 pounds U 3 O 8 , was pursuant to term supply contracts. The Company expects to sell 533,000 pounds U 3 O 8 pursuant to its long-term supply contracts during the quarter-ended March 31, 2013, and between January 1, 2013 and February 12, 2013, the Company has delivered and received payment for 216,667 pounds U 3 O 8 . In addition, the Company uses significantly more cash when the White Mesa Mill is processing conventional ore, and during the Current Quarter the Company produced 209,400 pounds U 3 O 8 from conventional ore. The Company will primarily manage its liquidity by appropriately managing uranium concentrate inventories and conventional ore processing schedules in a manner such that firstly, it has access to sufficient uranium concentrates required for deliveries pursuant to its term supply contracts and secondly, it also generates sufficient cash from concentrate sales such that it has sufficient cash on-hand for the higher expenditures required when conventional ore is processed at the White Mesa Mill. The Company is also in the process of evaluating loan financing for accounts receivables and concentrate inventories to increase its operational flexibility.

    Uranium concentrates and work-in-progress inventories were 358,000 pounds U 3 O 8 at December 31, 2012. Based on spot market prices at December 31, 2012, this inventory has a value of $15.57 million. At December 31, 2012, a total of 115,000 tons of conventional ore was stockpiled at the mill containing approximately 528,000 pounds U 3 O 8 and 1,600,000 pounds V 2 O 5 . The Company also had approximately 240,000 pounds U 3 O 8 contained in alternate feed material stockpiled at the mill at December 31, 2012.

    Net cash used in operating activities of $2.13 million during the quarter ended December 31, 2012 is comprised of the net loss for the period in the amount of $2.26 million, adjusted for non-cash items and for changes in working capital items. The cash net loss resulted primarily from funding of general & administrative costs of $1.70 million and $0.6 million of expenses related to the Piñon Ridge Mill license.

    Net cash used in investing activities was $6.56 million which consisted of expenditures for property, plant and equipment of $2.69 million, exploration and evaluation activities of $3.18 million primarily on the Canyon, Pinenut and Sheep Mountain projects, and acquisition of joint venture interests of $0.76 million.

    Net cash used in financing activities during the quarter was $1.35 million. This was comprised primarily of $0.82 million in interest paid to convertible debenture holders and $0.25 million paid on the Skidmore Mineral Lease note.

    Contingencies

    Legal matters

    On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit in the U.S. District Court for the District of Arizona against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“BLM”) (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs also claimed that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Company’s subsidiary Energy Fuels Resources (USA) Inc. (“EFRI”) intervened in the case. The Plaintiffs sought an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until the Defendants comply with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favor of the Defendants and EFRI and against the Plaintiffs on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals, and on February 4, 2013 the Court of Appeals issued its ruling in favor of the Defendants and EFRI, and against the Plaintiffs, on all counts. The Plaintiffs have until March 21, 2013 to file a petition for rehearing.

    The Company’s subsidiary EFRI entered into a fixed price construction contract with KGL Associates, Inc. (“KGL”) in 2009 relating to the construction of tailings cell 4B at the Company’s White Mesa Mill. The performance by KGL of its obligations under this contract is under dispute in the Seventh District Court in San Juan County, Utah. In the litigation: (a) EFRI seeks approximately $3.25 million in damages from KGL, including indemnity and reimbursement from KGL for monies paid by EFRI to KGL subcontractors or suppliers unpaid when KGL abandoned the project; (b) KGL seeks payment of approximately $1.84 million for alleged project labor and/or equipment inefficiencies allegedly caused by EFRI and foregone profits; and (c) both parties seek pre-judgment interest, attorney fees and costs. The litigation was fully joined in February 2011. A case management order is in place and discovery has been completed. A trial is expected to occur in 2013. Under the Arrangement Agreement dated May 23, 2012 between the Company and Denison Mines Corp., which was entered into in connection with the acquisition by the Company of the US Mining Division in June 2012, Denison has agreed to fully indemnify the Company in connection with this litigation.

    - 6 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and Energy Fuels on the ten substantive environmental, health and safety claims in the lawsuit challenging CDPHE’s issuance to Energy Fuels of a radioactive materials license (“License”) for the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering an administrative hearing. The License has been set aside, pending the completion of the hearing. On October 11, 2012, the Company announced a settlement with the Town of Telluride and San Miguel County, Colorado (San Miguel County was granted party status in the administrative hearing). As a result of this settlement, these entities did not participate in the hearing. The Town of Ophir remains a party but is no longer represented by counsel. The administrative hearing was conducted on November 7, 2012 to November 13, 2012. On January 14, 2013, the hearing officer for the administrative hearing issued a positive decision for Energy Fuels, holding that the hearing satisfied the requirements of Colorado law and that the CDPHE must consider any new evidence presented. On January 30, 2013, the plaintiffs appealed the hearing officer’s decision to the Executive Director of CDPHE. CDPHE must issue a new License decision by April 2013.

    On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time. On January 28, 2013, the Company filed a Special Appearance to Challenge Personal Jurisdiction, Motion to Transfer Venue, Motion to Dismiss for Forum Non Conveniens and Original Answer Subject Thereto.

    On January 11, 2013, the Ute Mountain Ute tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination located in the shallow aquifer at the Company’s White Mesa Mill site. This challenge is currently being evaluated by UDEQ and the Company, and will involve the appointment by UDEQ of an Administrative Law Judge to hear this matter under Utah administrative procedures. The Administrative Law Judge will set a schedule for further proceedings which will involve a hearing to resolve the challenge. After the hearing, the judge will issue a recommended decision to the final agency decision maker, the Director of UDEQ. An appeal can be taken from the Director's decision to Utah's appellate courts.

    OFF-BALANCE SHEET ARRANGEMENTS

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

    TRANSACTIONS WITH RELATED PARTIES

    The Company has not engaged in any transactions with related parties.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    - 7 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Quarter Ended December 31, 2012
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    OUTSTANDING SHARE DATA

    At February 12, 2013, there were 705,031,088 common shares issued and outstanding, of which 1,046,067 were acquired by the Company pursuant to the Titan Uranium Inc. acquisition and are treated as treasury stock. In addition, the Company has 29,930,250 warrants issued and outstanding to purchase a total of 29,930,250 common shares, and 29,831,000 stock options outstanding to purchase a total of 29,831,000 common shares for a total of 764,792,338 common shares on a fully-diluted basis. In addition, at February 12, 2012, there were 22,000 Debentures outstanding, convertible into a total of 73,333,333 common shares.

    CONTROLS AND PROCEDURES

    The Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the Company. They are assisted in this responsibility by the Company’s management team. The Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at December 31, 2012, have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiaries would have been known to them.

    During the Current Quarter, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

    QUALIFIED PERSON

    The disclosure of scientific and technical information regarding Energy Fuels’ properties in this MD&A was prepared under the supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of Energy Fuels, who is a Qualified Person in accordance with the requirements of National Instrument 43-101.

    - 8 -



    Exhibit 99.77

     

    Energy Fuels Inc.

    Condensed Consolidated Interim Financial Statements
    (Unaudited)

    Three Months Ended December 31, 2012



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

        December 31, 2012     September 30, 2012  
    ASSETS            
                 
    Current assets            
       Cash and cash equivalents $  3,613   $  13,657  
       Marketable securities (Note 6)   1,143     1,627  
       Trade and other receivables (Note 7)   2,940     15,268  
       Inventories (Note 8)   38,308     30,328  
       Prepaid expenses and other assets   1,072     464  
        47,076     61,344  
    Non-current            
       Inventories (Note 8)   4,451     2,945  
       Property, plant and equipment (Note 9)   137,844     133,085  
       Intangible assets (Note 10)   13,113     13,909  
       Restricted cash (Note 11)   28,453     28,525  
      $  230,937   $  239,808  
                 
    LIABILITIES & SHAREHOLDERS' EQUITY            
                 
    Current liabilities            
       Accounts payable and accrued liabilities $  10,818   $  15,347  
       Deferred revenue   1,150     1,150  
       Current portion of long-term liabilities            
            Decommissioning liability (Note 11)   95     43  
            Loans and borrowings (Note 12)   340     724  
        12,403     17,264  
    Non-current            
       Long-term decommissioning liability (Note 11)   15,765     15,681  
       Long-term loans and borrowings (Note 12)   20,249     22,765  
        48,417     55,710  
                 
    Shareholders' equity            
       Capital stock (Note 13) $  179,427   $  178,745  
       Contributed surplus (Note 13)   19,805     17,906  
       Share purchase warrants (Note 13)   4,103     6,002  
       Deficit   (19,858 )   (17,602 )
       Accumulated other comprehensive loss   (957 )   (953 )
        182,520     184,098  
      $  230,937   $  239,808  

    Additional footnote references
        Commitments and contingencies (Note 15)
        Subsequent events (Note 14 and 17)

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Bruce D. Hansen , Director

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

    2



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Comprehensive Loss
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

        Three Months Ended  
        December 31,  
        2012     2011  
                 
                 
    REVENUES (Note 16) $  8,927   $  -  
                 
    COST OF SALES            
    Production cost of sales   8,021     -  
    Depreciation, depletion and amortization (Note 16)   617     -  
    TOTAL COST OF SALES   (8,638 )   -  
    GROSS PROFIT   289     -  
    Selling, general and administrative expenses   (3,886 )   (904 )
    Finance income (Note 16)   2,436     4  
    Finance expense (Note 16)   (963 )   (16 )
    Other income (expense)   (132 )   326  
    NET LOSS BEFORE TAXES   (2,256 )   (590 )
    Income tax expense   -     -  
    NET LOSS FOR THE PERIOD   (2,256 )   (590 )
    Foreign currency translation reserve   (4 )   172  
    COMPREHENSIVE LOSS FOR THE PERIOD $  (2,260 ) $  (418 )
                 
    LOSS PER COMMON SHARE            
        BASIC AND DILUTED LOSS PER SHARE $  (0.00 ) $  (0.00 )

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

    3



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

        Three Months Ended  
        December 31,  
        2012     2011  
                 
    Capital stock (Note 13)            
       Balance, beginning of period $  178,745   $  59,488  
           Common shares issued for acquisition of joint venture interests (Note 4)   682     -  
       Balance, end of period   179,427     59,488  
                 
    Contributed surplus (Note 13)            
       Balance, beginning of period   17,906     14,372  
           Share purchase warrants expired   1,899     -  
           Share-based compensation   -     11  
       Balance, end of period   19,805     14,383  
                 
    Share purchase warrants (Note 13)            
       Balance, beginning of period   6,002     4,159  
           Share purchase warrants expired   (1,899 )   -  
       Balance, end of period   4,103     4,159  
                 
    Deficit            
       Balance, beginning of period   (17,602 )   (34,575 )
           Net loss for the period   (2,256 )   (590 )
       Balance, end of period   (19,858 )   (35,165 )
                 
    Accumulated other comprehensive loss            
       Balance, beginning of period   (953 )   (1,250 )
           Foreign currency translation reserve   (4 )   172  
       Balance, end of period   (957 )   (1,078 )
                 
    Total shareholders' equity $  182,520   $  41,787  

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

    4



    ENERGY FUELS INC.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

      Three Months Ended  

     

      December 31,  

     

      2012     2011  

     

               

    OPERATING ACTIVITIES

               

       Net loss for the period

    $  (2,256 ) $  (590 )

       Items not involving cash:

               

           Depletion, depreciation and amortization

      1,456     18  

           Stock-based compensation

      -     11  

           Finance income (Note 16)

      (2,436 )   (4 )

           Finance expense (Note 16)

      963     16  

           Unrealized foreign currency translation

      239     149  

       Other (income) expense

      132     (325 )

       Change in non-cash working capital

      (406 )   (236 )

       Interest received

      183     4  

     

      (2,125 )   (957 )

     

               

    INVESTING ACTIVITIES

               

       Development expenditures on property, plant and equipment

      (2,693 )   (212 )

       Expenditures on exploration and evaluation

      (3,176 )   (680 )

       Cash outlays for acquisition of Titan Uranium, Inc.

      -     (608 )

       Acquisition of joint venture interests, net of cash acquired (Note 4)

      (758 )   -  

       Proceeds from sale of property, plant and equipment

      -     325  

       Proceeds from sale of marketable securities

      69     -  

       Change in cash deposited with regulatory agencies for decommissioning liabilities

      (5 )   -  

     

      (6,563 )   (1,175 )

     

               

    FINANCING ACTIVITIES

               

       Repayment of borrowings

      (522 )   (126 )

       Interest paid on convertible debentures

      (824 )   -  

     

      (1,346 )   (126 )

     

               

    DECREASE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD

      (10,034 )   (2,258 )

       Effect of exchange rate fluctuations on cash held

      (10 )   23  

       Cash and cash equivalents - beginning of period

      13,657     6,955  

    CASH AND CASH EQUIVALENTS - END OF PERIOD

    $  3,613   $  4,720  

    Non-cash investing and financing transactions:

               

       Issuance of shares for acquisition of joint venture interests (Note 4)

    $  682   $  -  

       Issuance of secured notes for acquisition of mineral properties

      -     920  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    1. REPORTING ENTITY AND NATURE OF OPERATIONS

    Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. Energy Fuels Inc. registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6 and its principle place of business and the head office of the Company’s U.S. subsidiaries is located at 225 Union Blvd., Suite 600, Lakewood, Colorado, 80228 USA.

    Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “EFI”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium and vanadium bearing mineral properties, extraction, processing and selling of uranium and vanadium.

    Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co-product of some of the Company’s mines, is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company also processes uranium bearing waste materials, referred to as “alternate feed materials”.

    The Company and its significant subsidiaries including those acquired through the acquisition of Denison Mines Holding Corp. and White Canyon Uranium Ltd. (as described in Note 5) are as follows:

        Property /           Functional     Dec 31,     Sept. 30,  
    Entity   function     Location     currency     2012     2012  
    Energy Fuels Inc.   Corporate     Canada     CAD     100%     100%  
    Energy Fuels Resources Corporation (“EFRC”)   Exploration     Colorado     USD     100%     100%  
    Energy Fuels Wyoming Inc. (“EFW”)   Exploration     Wyoming     USD     100%     100%  
    Energy Fuels Holdings Corp. ("EFHC")   Corporate     Colorado     USD     100%     100%  
    Energy Fuels Resources (USA) Inc. ("EFR")   Operating     Colorado     USD     100%     100%  
    EFR White Mesa LLC ("White Mesa")   Mill     Utah     USD     100%     100%  
    EFR White Canyon Corp.   Mining     Utah     USD     100%     100%  
    EFR Colorado Plateau LLC   Mining     Colorado     USD     100%     100%  
    EFR Arizona Strip LLC   Mining     Arizona     USD     100%     100%  

    2. BASIS OF PRESENTATION

    The condensed consolidated financial statements have been prepared in United States dollars (“USD”), except for certain footnote disclosures that are reported in Canadian dollars (“CAD” or “C$”).

    As discussed in Note 5, the Company acquired mineral properties and the mining and milling operating assets and liabilities of the US Mining Division of Denison Mines Corp. on June 29, 2012. For purposes of financing immediate working capital requirements, and sustaining capital expenditures for current mine and mill operations and longer term capital development projects, the Company completed two financings. On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of C$0.23 per subscription receipt for gross total proceeds of $C8.17 million ($8.00 million) and on July 24, 2012 the Company completed a bought deal public offering of 22,000 floating-rate convertible unsecured subordinated debentures maturing June 30, 2017 for gross proceeds of C$22.00 million ($21.55 million) (Note 12). With the net proceeds from the equity and debt financing and with the ongoing focus on cost management, the Company believes it has sufficient cash resources to carry out its business plan beyond calendar year 2013 and therefore the company believes that it will continue as a going concern for the foreseeable future.

    6



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    2. BASIS OF PRESENTATION (continued)

    Statement of Compliance

    These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting (“IAS 34”) and do not include all of the information required for full annual financial statements and should be read in conjunction with the annual audited financial statements of the Company for the year ended September 30, 2012.

    These condensed consolidated interim financial statements were approved by the Board of Directors of the Company on February 12, 2013.

    Use of Estimates and Judgments

    The preparation of condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

    In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended September 30, 2012.

    3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Significant Accounting Policies

    The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied to the consolidated financial statements as at and for the year ended September 30, 2012.

    Future Accounting Changes

    IFRS 9 Financial Instruments

    In November 2009, the IASB issued, and subsequently revised in October 2010, IFRS 9 Financial Instruments (“IFRS 9”) as part of its ongoing project to replace IAS 39. IFRS 9 will be effective for annual periods beginning on or after January 1, 2015, with earlier application permitted. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Under IFRS 9 for financial liabilities measured at fair value under the fair value option, changes in fair value attributable to changes in credit risk will be recognized in OCI, with the remainder of the change recognized in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, the entire change in fair value will be recognized in profit or loss. Amounts presented in OCI will not be reclassified to profit or loss at a later date. The Company has not yet assessed the impact of the Standard on the financial statements.

    IFRS 10 Consolidated Financial Statements

    In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements (“IFRS 10”) which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements . This standard is effective for annual periods beginning on or after January 1, 2013, earlier application permitted. The Company has not yet assessed the impact of the Standard on the financial statements.

    7



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    IFRS 11 Joint Arrangements

    In May 2011, the IASB issued IFRS 11 Joint Arrangements (“IFRS 11”) which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 11, joint arrangements are classified as either joint operations or joint ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those arrangements which although structured through a separate vehicle, such separation is ineffective and the parties to the arrangement have rights to the assets and obligations for the liabilities and are accounted for as joint operations in a fashion consistent with jointly controlled assets/operations under IAS 31 Interests in Joint Ventures (“IAS 31”) . In addition, under IFRS 11 , Joint Arrangements are stripped of the free choice of equity accounting or proportionate consolidation; these entities must now use the equity method. The Company has not yet assessed the impact of the Standard on the financial statements.

    IFRS 12 Disclosure of Interests in Other Entities

    In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. Under IFRS 12, enhanced disclosures are required for entities reporting interests in other entities, including joint arrangements, special purpose vehicles, and off balance sheet vehicles. IFRS 12 supersedes IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “ Consolidation – Special Purpose Entities” . The Company has not yet assessed the impact of the Standard on the financial statements.

    IFRS 13 Fair Value Measurement

    In May 2011, the IASB issued IFRS 13 Fair Value Measurement (“IFRS 13”), which is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IFRS 13 defines fair value, sets out in a single standard a framework for measuring fair value, requires disclosures about fair value measurements, and applies when other IFRSs require or permit fair value measurements. IFRS 13 does not introduce requirements to measure assets or liabilities at fair value, nor does it eliminate practicable exception to fair value measurement that currently exist in certain standards. The Company has not yet assessed the impact of the Standard on the financial statements.

    IAS 28 Investments in Associates and Joint Ventures (Amended in 2011)

    IAS 28 (2011), Investments in Associates and Joint Ventures , supersedes IAS 28 Investments in Associates and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures. The Standard defines 'significant influence' and provides guidance on how the equity method of accounting is to be applied (including exemptions from applying the equity method in some cases). It also prescribes how investments in associates and joint ventures should be tested for impairment.

    The amended standard is effective for annual periods beginning on or after January 1, 2013. Entities that elect to early adopt this standard must also adopt the other standards included in the 'suite of five' standards on consolidation, joint arrangements and disclosures: IFRS 10, Consolidated Financial Statements , IFRS 11, Joint Arrangements , IFRS 12, Disclosure of Interests in Other Entities , and IAS 27 (2011), Separate Financial Statements . The Company intends to adopt the amendments to IAS 28 in its financial statements for the annual period beginning October 1, 2013. The Company does not expect the amendments to IAS 28 to have a material impact on the financial statements.

    8



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    IAS 32 Financial Instruments: Presentation

    Amendments to IAS 32, Financial Instruments: Presentation , clarifies that an entity currently has a legally enforceable right to off-set financial assets and liabilities if that right is: not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments to IAS 32 also clarify when a settlement mechanism provides for net settlement or gross settlement that is equivalent to net settlement. The effective date for the amendments to IAS 32 is annual periods beginning on or after January 1, 2014. The amendments to IAS 32 are to be applied retrospectively. The Company intends to adopt the amendments to IAS 32 in its financial statements for the annual period beginning October 1, 2014. The Company does not expect the amendments to IAS 32 to have a material impact on the financial statements.

    IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

    In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine . The interpretation, which has an effective date for annual periods beginning on or after January 1, 2013, sets out the accounting for overburden waste removal (stripping) costs in the production phase of a surface mine. The interpretation requires recognition of production stripping costs that improve access to ore to be mined in the future as a non-current asset if, and only if, all the following criteria are met:

    Subsequent to initial recognition, the life of the component will determine the period of depreciation; it will differ from the life of the mine unless the stripping activity improves access to the whole of the remaining ore body. When the costs of the stripping activity asset versus inventory produced are not separately identifiable, the entity allocates production stripping costs between the two based on a ‘relevant’ production measure.

    For companies with existing asset balances related to stripping activity on the date of adoption, existing balances which do not relate to an identifiable component of ore body are written off against opening retained earnings. Existing asset balances which relate to production stripping not written off will be reclassified as part of an existing asset to which the stripping activity relate and depreciated over the remaining expected useful life of the identified component to which it relates. The Company intends to adopt the interpretation in its financial statements for the annual period beginning on October 1, 2013. The Company does not expect the interpretation to have a material impact on the financial statements.

    4. ACQUISITION OF JOINT VENTURE INTERESTS

    On September 21, 2012, the Company executed a Purchase Agreement whereby the Company agreed to purchase from Aldershot Resources Ltd. (“Aldershot”) its membership interest in the Colorado Plateau Partners LLC (“CPP”) and Arizona Strip Partners LLC (“ASP”), both a 50/50 joint venture between EFRC and Aldershot.

    The acquisition was completed on October 1, 2012. Pursuant to the Purchase Agreement, Aldershot received $0.75 million in cash, cancellation of debt owed by Aldershot to EFRC of $0.56 million including a note receivable of $0.51 million and 3,527,570 shares of EFI common stock valued at C$0.19 per share. The total purchase price was $2.04 million including $53,000 of transaction costs. The transaction was accounted for as an asset purchase and the cost of each item of property, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.

    CPP holds a majority of the properties in the Sage Plain Project Area including the Calliham lease, the Crain lease, four Utah State leases and 94 unpatented mining claims on BLM land. As a result of the acquisition, the Company now owns 100% of the Sage Plain Project.

    9



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    4. ACQUISITION OF JOINT VENTURE INTERESTS (continued)

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

    Cash $  750  
    3,527,570 common shares of EFI   682  
    Cancellation of debt   557  
    Transaction costs incurred   53  
       Purchase consideration $  2,042  

    The purchase price was allocated as follows:      
    Cash and cash equivalents $  45  
    Property, plant and equipment (1)   1,997  
    Restricted cash   54  
    Decommissioning liability   (54 )
      $  2,042  

    (1) The properties included as part of property, plant and equipment are the Calliham Lease, the Crain Lease, four Utah State Leases, and 94 unpatented mining claims, all of which are located in Utah.

    5. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED

    On May 23, 2012, the Company and Denison Mines Corp. (“Denison”) entered into an Arrangement Agreement (“Arrangement”) whereby EFI would acquire from Denison (the “Acquisition”) (i) all of the issued and outstanding shares of Denison Mines Holding Corp. (“DMHC”) (ii) all of the issued and outstanding shares of White Canyon Uranium Limited (“White Canyon”), and (iii) all indebtedness of DMHC, White Canyon and their direct and indirect subsidiaries (collectively, the “Denison US Mining Division”) owing to Denison and any affiliates of Denison (other than members of the Denison US Mining Division). The Terms of the Arrangement required EFI to distribute 425,440,872 common shares to Denison shareholders on a pro-rata basis such that Denison shareholders receive approximately 1.106 common shares of EFI for each common share of Denison owned.

    The shareholders of EFI and the shareholders of Denison approved the Arrangement at their respective Special Meetings held on June 25, 2012. The Arrangement was approved by the Toronto Stock Exchange on June 7, 2012 and was approved by the Ontario Superior Court of Justice on June 27, 2012. The Acquisition was completed on June 29, 2012.

    The Acquisition of Denison US Mining Division was consistent with EFI’s strategy of building a fully-integrated uranium and vanadium production company in the western U.S. The Acquisition provides a number of benefits including operational synergies, a potential to accelerate the rate of development of EFI’s mineral properties, increase throughput of mill feed and create a strategic platform for continued uranium property consolidation in the western U.S.

    The cost of the Acquisition included the fair value of the issuance of 425,440,872 EFI common shares at C$0.19, for a total purchase price of $79.32 million. Acquisition costs totaled $2.57 million, including the issuance of 4,373,917 EFI common shares to Dundee Securities Ltd., valued at $0.98 million in satisfaction of the stock component portion of their advisory fee. The value of the Energy Fuels shares issued was calculated using the common share price of the Company’s shares on the date the Acquisition closed.

    The transaction was accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction, Energy Fuels controls the board of directors with eight of the ten board seats, majority of senior management posts, and has overall control of the day-to-day activities of the combined entities. The accounting for the Acquisition has been done on a preliminary basis taking into account the information available at the time these condensed consolidated interim financial statements were prepared.

    10



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    5. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED (continued)

    The purchase price allocation remains preliminary and is therefore subject to further adjustment prior to the end of the third fiscal quarter of 2013 for the completion of the valuation process and analysis of resulting tax effects. Final valuations of the assets and liabilities are not yet complete due to the timing of the Acquisition and complexities inherent in the valuation process. Previously, the Company had adjusted the preliminary purchase price allocation to adjust inventory stockpiles by $10.97 million as well as to recognize an intangible asset of $15.85 million for the estimated fair value of customer contracts acquired. The adjustments recorded resulted in an increase in gain on bargain purchase of $4.88 million from the amount reported in previous periods. There were no adjustments to the fair value recorded in the three month period ended December 31, 2012. The current preliminary aggregate fair values of assets acquired and liabilities assumed were as follows on the Acquisition date:

    Purchase price      
     Issuance of 425,440,872 common shares of EFI $  79,322  
           
    Fair value of assets and liabilities acquired   Fair Value  
         Cash and cash equivalents   552  
         Trade and other receivables   241  
         Inventories   31,530  
         Prepaid expenses and other assets   303  
         Property, plant and equipment   84,942  
         Intangible assets   15,851  
         Restricted cash (1)   24,965  
         Accounts payable and accrued liabilities   (7,802 )
         Deferred revenue   (1,150 )
         Decommissioning liabilities   (13,895 )
        135,537  
    Gain on purchase (2)   (56,215 )
      $  79,322  

      (1)

    Cash, cash equivalents and fixed income securities posted as collateral for various bonds with state and federal regulatory agencies for estimated reclamation costs associated with the decommissioning liability of the White Mesa mill and plant, property and equipment.

         
      (2)

    The Acquisition of DMHC and White Canyon resulted in a preliminary gain on bargain purchase as a result of the excess of the estimated fair value of the assets and liabilities acquired over the purchase price. This gain is preliminary and subject to final fair value adjustments which are expected to be completed by the quarter ended March 31, 2013.

    6. MARKETABLE SECURITIES

    Marketable securities are classified as available-for-sale, are stated at their fair values, and consist of the following:

        December 31,     September 30,  
        2012     2012  
      $      
    Mega Uranium Ltd.            
    9,472,000 common shares (September 30, 2012 - 10,000,000)   1,143     1,627  
        1,143     1,627  

    11



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    6. MARKETABLE SECURITIES (continued)

    The Company has classified its investment in Mega Uranium Ltd. (“Mega”) as an available-for-sale investment. During the quarter ended December 31, 2012, the Company sold 528,000 shares for gross proceeds of $69,000 and recorded a mark-to-market decrease of $0.38 million in profit and loss.

    The investment in Mega is classified as Level 1 in the fair value hierarchy outlined in IFRS 7 Financial Instruments: Disclosures as their fair value has been determined based on a quoted price in an active market.

    7. TRADE AND OTHER RECEIVABLES

        December 31,     September 30,  
        2012     2012  
      $      
    Trade receivables - mineral concentrate sales   2,075     12,807  
    Trade receivables - other   829     1,906  
    Notes receivable (1)   36     555  
        2,940     15,268  

      (1)

    The September 30, 2012 amount of $0.56 million included a $0.51 million promissory note receivable from Aldershot which held a 50% interest in the CPP joint venture with EFRC until the promissory note was canceled on October 1, 2012 as a result of EFRC’s acquisition of Aldershot’s 50% joint venture interest in CPP (Note 4).

    8. INVENTORIES

        December 31,     September 30,  
        2012     2012  
      $      
       Concentrates and work-in-progress   19,090     11,481  
       Inventory of ore in stockpiles   18,085     17,588  
       Raw materials and consumables   5,584     4,204  
        42,759     33,273  
    Inventories - by duration            
       Current   38,308     30,328  
       Long-term - ore in stockpiles   4,451     2,945  
        42,759     33,273  

    The current portion of inventory of ore in stockpiles represents ore that will be processed within the next twelve months of planned mill production.

    12



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    9. PROPERTY, PLANT AND EQUIPMENT

              Mineral Properties        
        Plant and           Pre-development        
        equipment     Operating     and non-operating     Total  
    Balance at September 30, 2012 $  53,850   $  18,673   $  90,483   $  163,006  
       Acquisition of joint venture interests (Note 4)   -     -     1,997     1,997  
       Additions   1,490     1,377     3,597     6,464  
    Balance at December 31, 2012 $  55,340   $  20,050   $  96,077   $  171,467  
    Depreciation, depletion, disposals and impairment                        
    Balance at September 30, 2012 $  15,590   $  2,337   $  11,994   $  29,921  
       Depreciation for the period   2,601     -     -     2,601  
       Depletion for the period   -     1,101     -     1,101  
    Balance at December 31, 2012 $  18,191   $  3,438   $  11,994   $  33,623  
                             
    Carrying amounts                        
    At September 30, 2012 $  38,260   $  16,336   $  78,489   $  133,085  
    At December 31, 2012 $  37,149   $  16,612   $  84,083   $  137,844  

    Pre-development and non-operating mineral properties

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

    The following is a summary of the carrying value of pre-development and non-operating mineral property expenses, shown by area of interest:

        December 31,     September 30,  
        2012     2012  
      $      
    Colorado Plateau (1)   14,650     12,632  
    Henry Mountains   15,196     14,450  
    Daneros   8,927     8,922  
    Arizona Strip   10,275     7,803  
    Sheep Mountain   35,035     34,682  
                              Total   84,083     78,489  

      (1)

    Properties acquired in the acquisition of joint venture interests are located on the Colorado Plateau straddling the Colorado and Utah border.

    13



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    10. INTANGIBLE ASSETS

        Sales  
        contracts  
    Cost      
    Balance at September 30, 2012 $  15,851  
    Balance at December 31, 2012 $  15,851  
    Amortization      
    Balance at September 30, 2012 $  1,942  
           Amortization for the period   796  
    Balance at December 31, 2012 $  2,738  
    Carrying amounts      
    At September 30, 2012 $  13,909  
    At December 31, 2012 $  13,113  

    Amortization

    Amortization is recognized in selling, general and administrative as inventory is sold.

    11. DECOMMISSIONING LIABILITIES AND RESTRICTED CASH

    The following tables summarize the Company’s decommissioning liabilities:

        December 31,     September 30,  
        2012     2012  
      $      
    Reclamation obligations, beginning of period   15,724     466  
       Revision of estimate   -     (46 )
       Liability from acquisition of Titan Uranium, Inc.   -     1,301  
       Liability from acquisition of Denison US Mining Division            
       (Note 5)   -     13,895  
       Liability from acquisition of joint venture interests (Note 4)   54     -  
       Accretion   82     108  
    Reclamation obligations, end of period   15,860     15,724  

    14



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    11. DECOMMISSIONING LIABILITIES AND RESTRICTED CASH (continued)

        December 31,     September 30,  
        2012     2012  
      $      
    Site restoration liability by location:            
       Exploration drill holes   95     43  
       White Mesa Mill   10,536     10,469  
       Colorado Plateau   1,686     1,679  
       Henry Mountains   420     417  
       Daneros   74     74  
       Arizona Strip   1,719     1,712  
       Sheep Mountain   1,330     1,330  
        15,860     15,724  
    Site restoration liability:            
       Current   95     43  
       Non-current   15,765     15,681  
        15,860     15,724  

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted using risk-free interest rate ranging from 1.60% to 2.67% based on the 10-year and 20-year US Treasury rates. The total undiscounted decommissioning liability as at December 31, 2012 is $26.70 million (September 30, 2012 - $26.65 million). Reclamation costs are expected to be incurred between 2013 and 2040.

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

        December 31,     September 30,  
        2012     2012  
      $      
    Restricted cash, cash equivalents and investments   28,399     1,553  
    Restricted cash from acquisition of Titan Uranium, Inc.   -     2,007  
    Restricted cash from acquisition of Denison US Mining Division (Note 5)   -     24,965  
    Restricted cash from acquisition of joint venture interests (Note 4)   54     -  
        28,453     28,525  

    Mill and mine reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favor of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. The restricted cash will be released when the Company has reclaimed a mineral property. During the period ended December 31, 2012, the Company had a net outflow of $5,000 from its collateral account (September 30, 2012 – ($1.01 million)).

    15



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    12. LOANS AND BORROWINGS

    The contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost, are as follows:

        December 31,     September 30,  
        2012     2012  
      $      
    Current portion of loans and borrowings:            
     Secured note (1)   250     250  
     Convertible debentures (2)   -     354  
     Finance leases and other   90     120  
        340     724  
    Long-term loans and borrowings:            
     Secured note (1)   367     602  
     Convertible debentures (2)   19,459     21,750  
     Finance leases and other   423     413  
        20,249     22,765  

    Terms and debt repayment schedule

    Terms and conditions of the outstanding loans were as follows:

                          December 31,     September 30,  
                          2012     2012  
                        $      
              Nominal                                
              interest     Year of           Carrying           Carrying  
        Currency     rate     maturity     Face value     amount        Face value     amount  
    Secured note (1)   USD     -     2016     1,126     617     1,126     852  
    Convertible debentures (2)   USD     8.5%     2017     22,113     19,459     22,365     22,104  
    Finance leases and other   USD     -     2013 -2017     566     513     566     533  
                          23,805     20,589     24,057     23,489  

      (1)

    On October 12, 2011 the Company issued a secured note to Nuclear Energy Corporation LLC (“NUECO”) in the amount of $1.13 million for the assignment of the Skidmore Mineral Lease (“Skidmore”). To date the Company has transferred cash in the amount of $0.38 million to NUECO in accordance with the terms of the agreement. The remaining balance of the note is repayable on the following schedule: October 13, 2013 ($0.25 million), October 13, 2014 ($0.25 million), and October 13, 2015 ($0.25 million). This note is secured by the Skidmore lease. The current portion of this note is $0.25 million and is due October 13, 2013 .

         
      (2)

    On July 24, 2012 the Company completed a bought deal public offering of 22,000 floating-rate convertible unsecured subordinated debentures maturing June 30, 2017 (the “Debentures”). The Debentures were issued at a price of C$1,000 ($979.60 per Debenture for gross proceeds of C$22.00 million ($21.55 million) (the “Offering”). The Debentures are convertible into common shares at the option of the holder at a conversion price of C$0.30 per common share. Interest is paid in cash and in addition, unless an event of default has occurred and is continuing, the Company may elect, from time to time, subject to applicable regulatory approval, to satisfy its obligation to pay interest on the Debentures, on the date it is payable under the indenture (i) in cash; (ii) by delivering sufficient common shares to the debenture trustee, for sale, to satisfy the interest obligations in accordance with the indenture in which event holders of the Debentures will be entitled to receive a cash payment equal to the proceeds of the sale of such common shares; or (iii) any combination of (i) and (ii).

    16



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    12. LOANS AND BORROWINGS (continued)

    The Debentures will accrue interest, payable semi-annually in arrears on June 30 and December 31 of each year at a fluctuating rate, of not less than 8.5% and not more than 13.5%, indexed to the simple average spot price of uranium as reported on the Ux Weekly Indicator Price. Interest can be paid in cash or issuance of the Company’s common shares. The Debentures may be redeemed in whole or part, at par plus accrued interest and unpaid interest by the Company between June 30, 2015 and June 30, 2017 subject to certain terms and conditions, provided the volume weighted average trading price of the common shares of the Company on the TSX during the 20 consecutive trading days ending five days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price.

    Upon redemption or at maturity, the Company will repay the indebtedness represented by the Debentures by paying to the debenture trustee in Canadian dollars an amount equal to the aggregate principal amount of the outstanding Debentures which are to be redeemed or which have matured, as applicable, together with accrued and unpaid interest thereon.

    Subject to any required regulatory approval and provided no event of default has occurred and is continuing, the Company has the option to satisfy its obligation to repay the $1,000 principal amount of the Debentures, in whole or in part, due at redemption or maturity, upon at least 40 days’ and not more than 60 days’ prior notice, by delivering that number of common shares obtained by dividing the $1,000 principal amount of the Debentures maturing or to be redeemed as applicable, by 95% of the volume-weighted average trading price of the common shares on the TSX during the 20 consecutive trading days ending five trading days preceding the date fixed for redemption or the maturity date, as the case may be. The debentures are classified as FVTPL where the debentures are measured at fair value and changes are recognized in profit and loss. For the three months ended December 31, 2012 the Company recorded a gain on revaluation of convertible debentures of $2.04 million (Dec 31, 2011 – Nil).

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS

    Authorized capital stock

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    Issued capital stock

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

        December 31, 2012     September 30, 2012  
        Shares     Amount $     Shares     Amount $  
    Balance, beginning of period   678,606,040     178,745,349     123,999,665     60,051,575  
       Shares issued for acquisition of joint venture interests (Note 4)   3,527,570     682,037     -     -  
       Shares issued for Titan Uranium, Inc. asset purchase (1)   -     -     89,063,997     32,498,519  
       Shares issued for Titan Uranium, Inc. advisory fees (2)   -     -     1,256,489     430,772  
       Shares issued for Denison US Mining merger (Note 5)   -     -     425,440,872     79,322,174  
       Shares issued for Denison US Mining advisory fees (Note 5)   -     -     4,373,917     981,300  
       Shares and warrants issued for private placement (3)   -     -     35,500,500     6,548,820  
       Share issuance costs - private placement   -     -     -     (722,100 )
       Stock options exercised   -     -     16,667     5,385  
       Treasury shares (4)   -     -     (1,046,067 )   (371,096 )
    Balance, end of period   682,133,610     179,427,386     678,606,040     178,745,349  

      (1)

    On February 29, 2012 the Company completed the acquisition of Titan Uranium, Inc. in exchange of 89,063,997 EFI’s common shares at C$0.36 per share aggregating to $32.50 million.

    17



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

      (2)

    Pursuant to the acquisition of Titan Uranium, Inc., the Company issued 1,256,489 EFI common shares valued at $0. 43 million in satisfaction of the advisory fee. The value of the EFI shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

         
      (3)

    On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of C$0.23 per subscription receipt for gross total proceeds of $C8.17 million ($8.00 million). Each subscription receipt was exchangeable into one unit of the Company upon completion of the Acquisition of the Denison US Mining Division. Each unit consisted of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of C$0.27 until June 22, 2015. The fair value of the 17,750,250 full warrants that were issued on the completion of the private placement totaled $1.46 million and this value was recorded in contributed surplus which is a separate component of shareholders’ equity.

         
      (4)

    As a result of the Company’s acquisition of Titan Uranium, Inc., the Company acquired ownership of 1,046,067 shares of EFI common stock. Such shares are treated as treasury shares at December 31, 2012 and are shown as a reduction of equity.

    Contributed surplus

        December 31,     September 30,  
        2012     2012  
      $      
    Balance, beginning of period   17,906     13,809  
       Share purchase warrants expired   1,899     -  
       Share-based compensation   -     4,099  
       Stock options exercised   -     (2 )
    Balance, end of period   19,805     17,906  

              Exercise Price     Warrants  
    Month Issued   Expiry Date     C$     Issued  
    March 2011   March 31, 2015     0.65     11,500,000  
    February 2012   August 3, 2013     0.31     340,000  
    June 2012   June 22, 2015     0.27     17,750,250  

    Share Purchase Warrants

    18



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

        Weighted              
        Average              
        Exercise Price     December 31,     September 30,  
        C$     2012     2012  

    Balance, beginning of period

      0.49     45,787,131     13,110,000  

       Agent warrants issued in connection with public offering (1)

      0.50     (1,610,000 )   -  

       Warrants issued in exchange for Titan Uranium, Inc. warrants (2)

      0.65     (14,586,881 )   -  

       Warrants issued in exchange for Titan Uranium, Inc. warrants

      0.63     -     14,926,881  

       Warrants issued in connection with private placement

      0.27     -     17,750,250  

    Balance, end of period

      0.42     29,590,250     45,787,131  

      (1)

    These warrants, issued in connection with the March 31, 2011 public offering, expired unexercised on October 1, 2012.

         
      (2)

    These warrants, assumed in connection with the February 29, 2012 acquisition of Titan Uranium Inc., expired unexercised on November 30, 2012.


        December 31,     September 30,  
        2012     2012  
      $     $    
    Balance, beginning of period   6,002     4,159  
       Warrants issued in exchange for Titan Uranium, Inc. warrants (1)   (435 )   541  
       Warrants issued in connection with public offering (2)   (1,464 )   1,464  
       Share issuance costs   -     (162 )
    Balance, end of period   4,103     6,002  

      (1)

    These warrants, assumed in connection with the February 29, 2012 acquisition of Titan Uranium Inc., expired unexercised on November 30, 2012.

         
      (2)

    These warrants, issued in connection with the March 31, 2011 public offering, expired unexercised on October 1, 2012.

    Stock options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the three months ended December 31, 2012, the Company granted no stock options (Dec 31, 2011 – Nil) to its employees, directors and consultants, recording stock-based compensation expense of $Nil (Dec 31, 2011 – Nil). In addition, the Company also recorded stock-based compensation expense of $Nil for options which vested in the current period (Dec 31, 2011 – $11,000). Offsetting amounts were recognized as contributed surplus.

    19



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    14. SHARE-BASED PAYMENTS (continued)

    The fair value of stock options granted during the period ended December 31, 2012 and September 30, 2012 is as follows:

        Period Ended     Year Ended  
        December 31, 2012     September 30, 2012  
      $      
       5,840,000 options granted at C$0.31 on 03/07/12   -     1,308  
       136,000 options granted at C$0.39 on 03/07/12   -     23  
       680,000 options granted at C$0.86 on 03/07/12   -     111  
       3,240,000 options granted at C$0.23 on 08/13/12   -     401  
       13,925,000 options granted at C$0.23 on 08/27/12   -     2,066  
       1,225,000 options granted at C$0.23 on 09/01/12   -     170  
       100,000 options granted at C$0.23 on 09/17/12   -     14  
    Value of stock options granted   -     4,093  

    The summary of the Company’s stock options at December 31, 2012 and September 30, 2012, and the changes for the fiscal periods ending on those dates is presented below:

        As at December 31, 2012     As at September 30, 2012  
              Weighted           Range of     Weighted        
        Range of     Average           Exercise     Average        
        Exercise Prices     Exercise Price     Number of     Prices     Exercise Price     Number of  
        C$     C$     Options     C$     C$     Options  
    Balance, beginning of period   0.16 - 2.25     0.33     31,037,800     0.16 - 2.25     0.59     6,620,300  
    Transactions during the period:                                    
       Granted   0.00     0.00     -     0.23 - 0.86     0.27     25,146,000  
       Exercised   0.00     0.00     -     0.20     0.20     (16,667 )
       Forfeited   0.23 - 0.51     0.33     (55,000 )   0.20 - 2.25     0.39     (643,333 )
       Expired   0.45     0.45     (481,800 )   0.45     0.45     (68,500 )
    Balance, end of period   0.16 - 2.25     0.33     30,501,000     0.16 - 2.25     0.33     31,037,800  

    20



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    14. SHARE-BASED PAYMENTS (continued)

    The following table reflects the actual stock options issued and outstanding as of December 31, 2012:

              Remaining     Number of     Number of     Number of  
        Exercise Price     Contractual        Options     Options     Options  
    Expiry Date   C$     Life (Years)     Outstanding     Vested     Unvested  
    Jan-2013 (1)   2.25     0.02     700,000     700,000     -  
    Feb-2014   0.35     1.10     600,000     600,000     -  
    Jul-2014   0.35     1.54     570,000     570,000     -  
    Oct-2014   0.35     1.81     150,000     150,000     -  
    Jun-2015   0.16     2.47     12,500     12,500     -  
    Jul-2015   0.20     2.53     795,000     795,000     -  
    Jul-2015   0.17     2.55     12,500     12,500     -  
    Aug-2015   0.30     2.59     900,000     900,000     -  
    Oct-2015   0.62     2.80     75,000     75,000     -  
    Nov-2015   0.71     2.86     50,000     50,000     -  
    Apr-2016   0.51     3.28     1,660,000     1,660,000     -  
    Mar-2015   0.39     2.18     136,000     136,000     -  
    Mar-2016   0.86     3.18     680,000     680,000     -  
    Mar-2017   0.31     4.18     5,675,000     5,675,000     -  
    Aug-2017   0.23     4.62     3,235,000     3,235,000     -  
    Aug-2017   0.23     4.66     13,925,000     13,925,000     -  
    Sep-2017   0.23     4.67     1,225,000     1,225,000     -  
    Sep-2017   0.23     4.72     100,000     100,000     -  
              4.07     30,501,000     30,501,000     -  

      (1)

    These options expired unexercised on January 8, 2013.

    15. COMMITMENTS AND CONTINGENCIES

    General legal matters

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

    Mineral property commitments

    The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually and are expected to total $1.9 million for the year ended September 30, 2013.

    Pińon Ridge Mill lic ense bonding

    On June 13, 2012, Denver District Court ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and the Company on the ten substantive environmental, health and safety claims in the case challenging CDPHE’s issuance of a radioactive materials license (“License”) for the operation of the proposed Pińon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering a time-limited administrative hearing on the issuance of the License. The License was set aside, pending the outcome of the hearing. The hearing was conducted on November 7 – 13, 2012 and a new licensing decision must be issued by CDPHE within 270 days of July 5, 2012.

    21



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    15. COMMITMENTS AND CONTINGENCIES (continued)

    In 2011, the Company transferred $0.84 million in cash to CDPHE for the Long-term Care Fund component and submitted a surety bond in the amount of $1.37 million to CDPHE as the first prepayment of the decommissioning warranty component. To fulfill the terms of the surety bond arrangement with the third-party provider, the Company deposited $0.69 million cash collateral with the provider. As of September 30, 2012 CDPHE had agreed to release the funds for the $0.84 million long-term care fund cash bond with interest and that money was subsequently received on October 10, 2012. In addition, CDPHE had agreed to release the decommissioning liability. These funds were released in November 2012. If the radioactive materials license were to be reissued these funds would be resubmitted to CPDHE.

    Three additional prepayments of the decommissioning warranty were to be completed under the terms of the License. In February 2012, CDPHE approved the Company’s request to defer its remaining financial assurance payments until the next construction season. The timetable for submitting the remaining payments was revised to September 7, 2012 ($2.90 million), March 7, 2013 ($6.40 million) and September 7, 2013 ($0.40 million). These payments are delayed indefinitely pending the outcome of the hearing.

    The Company is committed to payments under various operating leases and purchase agreements. The future minimum payments are as follows:

        2013     2014     2015     2016     2017     Thereafter     Total  
    As at December 31, 2012 $     $     $       $   $     $     $    
    Rent (1)   409     528     540     369     370     -     2,216  
    Office expenses   28     32     3     -     -     -     63  
    Consumable materials contracts   2,294     -     -     -     -     -     2,294  
    Reclamation expenditures   95     1,704     762     -     -     24,138     26,699  
        2,826     2,264     1,305     369     370     24,138     31,272  

      (1)

    Included are the Company’s new office lease and the lease for office space occupied by Denison which was sublet beginning January 1, 2013.

    16. SUPPLEMENTAL FINANCIAL INFORMATION

    The components of revenues are as follows:

    December 31, December 31,  
    2012 2011  
    $ $  
    Uranium concentrates   8,428     -  
    Vanadium concentrates   415     -  
    Alternate feed materials processing and other   84     -  
    Revenues   8,927     -  

    The components of finance income are as follows:

        December 31,     December 31,  
        2012     2011  
      $      
    Interest income   183     4  
    Foreign exchange gain   200     -  
    Gain on revaluation of convertible debentures   2,053     -  
    Finance income   2,436     4  

    22



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars unless otherwise noted)

    16. SUPPLEMENTAL FINANCIAL INFORMATION (continued)

    The components of finance expense are as follows:

        December 31,     December 31,  
        2012     2011  
      $      
    Accretion   (82 )   -  
    Interest expense   (499 )   (16 )
    Change in value of marketable securities   (382 )   -  
    Finance expense   (963 )   (16 )

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

        December 31,     December 31,  
        2012     2011  
      $      
    Recognized in inventories   2,118     -  
    Recognized in property, plant and equipment   925     38  
    Recognized in production cost of sales   617     -  
    Recognized in selling, general and administrative   839     18  
    Depreciation, depletion and amortization   4,499     56  

    17. SUBSEQUENT EVENTS

    On January 28, 2013, pursuant to a private placement, the Company acquired 9,439,857 common shares of Virginia Energy Resources Inc. ("Virginia Energy") at a price of $0.42 per common share. The 9,439,857 common shares acquired by the Company represented 16.5% of Virginia Energy`s common shares outstanding. Consideration paid by the Company for this investment consisted of C$0.25 million ($0.25 million) in cash and 21,851,411 common shares of the Company issued on a private placement basis.

    The Company acquired the shares of Virginia Energy for investment purposes, and has no current intention of acquiring additional securities of Virginia Energy.

    Pursuant to the subscription agreement with Virginia Energy, for so long as the Company owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding common shares, increasing to 9.9% after 2 years.

    Virginia Energy owns 100% of the advanced-stage Coles Hill Project located in south central Virginia, USA. Coles Hill is the largest known uranium deposit in the United States with 119.6 million tons of Indicated Resource with an average grade of 0.056% U 3 O 8 containing 133 million lbs. of U 3 O 8 . According to a September 2012 Preliminary Economic Assessment ("PEA"), the Coles Hill Project has an Internal Rate of Return of 36.3%, a Net Present Value of $427 million, and initial cash cost of $30.72/lb. U 3 O 8 .

    The Company will issue 270,270 common shares on a private placement basis in partial satisfaction of financial advisory services provided in connection with its investment in Virginia Energy.

    23



    Exhibit 99.78

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Positive Decision Issued on Energy Fuels’ Piñon Ridge Mill

    Toronto, Ontario – January 15, 2013

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) is pleased to announce that an appointed hearing officer issued a decision confirming that the Company’s Piñon Ridge Mill will continue to move forward in the State of Colorado’s licensing process. An administrative hearing for the Piñon Ridge Mill took place between November 7, 2012 and November 12, 2012 in Nucla, Colorado (as ordered by Denver District Court in June 2012) for the purpose of augmenting the administrative record that the Colorado Department of Public Health and Environment (“CDPHE”) will consider in deciding whether to reissue a new license for the Piñon Ridge Mill.

    Judge Richard Dana, who presided over the administrative hearing, concluded in his January 14, 2013 decision that the hearing fully satisfied the requirements of Colorado law and that CDPHE must consider any new evidence presented at the hearing. It is the Company’s belief that little new evidence was presented. As this hearing was an intermediate procedural step in the re-licensing process of the Piñon Ridge Mill, the judge made no recommendations regarding the approval or denial of the license. CDPHE is now required to issue a new license decision by April 27, 2013.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario Securities Commissions.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.79

    Laramide Enters into Toll Milling Agreement with Energy Fuels

    TORONTO, Jan. 18, 2013 /CNW/ - Laramide Resources Ltd. ("Laramide") (TSX: LAM) and Energy Fuels Inc. ("Energy Fuels") (TSX: EFR) are pleased to announce that they have entered into a toll milling agreement, whereby Energy Fuels' White Mesa Mill will process all material produced from Laramide's 100% owned and operated La Sal II Uranium Mine Project in Utah.

    The agreement has a two-year term with an optional three-year extension and commences in January 2013.

    Under the terms of the agreement, Laramide will transport material produced at La Sal II to Energy Fuels' nearby White Mesa Mill for processing of up to 20,000 tons during the test phase. Laramide will pay to Energy Fuels the costs to mill its ore, a capital charge plus a toll milling fee per ton of ore, which will be partly linked to the long-term uranium price. Laramide's agreement with Energy Fuels accommodates additional ore production once La Sal II is permitted for full production.

    "This agreement is a win-win situation for both Laramide and Energy Fuels, and we are pleased we entered into this transaction with them," said Marc Henderson, President and Chief Executive Officer, Laramide. "The considerable progress made at La Sal II over the past few years meets our stated objective of near-term production visibility from our U.S. asset base. We look forward to delivering on our next development and operational targets and for continuing recovery in the uranium markets," Mr. Henderson stated.

    "Energy Fuels is happy to help bring the La Sal II mine into production," said Stephen P. Antony, President and CEO of Energy Fuels, "Laramide's production activities are positive for Energy Fuels' White Mesa Mill, and toll milling will continue to be a low-risk source of revenue for the company. This transaction also underscores the strategic importance of owning the only operating uranium mill in the US that is within trucking distance of a large resource base with significant historical production. Over time, we expect to grow this type of revenue source by signing toll milling and/or ore purchase arrangements with other uranium property owners in the region who will require the functionality of the White Mesa Mill in order to mine and generate revenue from their properties."

    Energy Fuels will use samples from Laramide's bulk sample program to confirm metallurgical and mill compatibility and then process the 20,000 tons. The fully permitted bulk sample program allows Laramide to commence underground development activities, and with positive results, would allow for a commercial production decision at La Sal II.

    The total tonnage will be negotiated at the completion of each 12 months production period for the subsequent full production year, dependent on mill availability.

    Laramide has commenced a number of on-site programs at La Sal II and an operational update will be provided shortly.

    The La Sal II Uranium Project is located in the Lisbon Valley Uranium District in San Juan County, Utah and was previously permitted and developed by Homestake. A ventilation raise at site and 1,200 metre access drive was completed by Homestake Mining Company in the early 1980s when Homestake delivered an estimated 46,000 tons of uranium ore to off-site mills. La Sal is located approximately 55 miles from Energy Fuels' White Mesa Mill in Blanding, Utah.

    About Laramide Resources:

    Laramide is engaged in the exploration and development of high-quality uranium assets. Its wholly owned uranium assets are in Australia and the United States. Laramide's portfolio of advanced uranium projects have been chosen for their production potential. Its flagship project, Westmoreland, in Queensland, Australia, is one of the largest projects currently held by a junior mining company. Its U.S. assets include La Jara Mesa in Grants, New Mexico, and La Sal in the Lisbon Valley district of Utah. Its portfolio also includes joint ventures in the Northern Territory, Australia, strategic equity positions and a portfolio of uranium royalties in the Grants Mineral District of New Mexico.

    About Energy Fuels Inc.:

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. Energy Fuels is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The White Mesa Mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and "Forward Looking Information" within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of Laramide and Energy Fuels and their respective projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" "does not expect", "is expected", "is likely", "budget" "scheduled", "estimates", "forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Laramide and/or Energy Fuels to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described in the company's respective public documents available for view on the System for Electronic Document Analysis and Retrieval at www .sedar.com . Forward-looking statements contained herein are made as of the date of this news release and Laramide and Energy Fuels disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results , future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    SOURCE: Laramide Resources Ltd.

    %SEDAR: 00003540E

    For further information:

     

    on Laramide, please visit the company's website at www.laramide.com or please contact:

     

    Marc Henderson, President and CEO
    Toronto, Canada +1 (416) 599 7363

     

    Greg Ferron, Vice-President, Corporate Development and IR
    Toronto, Canada +1 (416) 599 7363

     

    For further information on Energy Fuels, please visit the company's website at www.energyfuels.com or please contact:

     

    Curtis H. Moore, Director - Investor and Public Relations
    Lakewood, Colorado (303) 974-2154

     

    CO: Laramide Resources Ltd.




    Exhibit 99.80

    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Completes Acquisition of 16.5% Interest in Virginia Energy Resources

    Toronto, Ontario – January 28, 2013

    Energy Fuels Inc. (TSX: EFR) (“Energy Fuels” or the “Company”) is pleased to announce that the Company has completed its acquisition of a 16.5% interest in Virginia Energy Resources Inc. (TSX.V: VUI; OTCQX: VEGYF) (“Virginia Energy”) as a part of a non-brokered private placement financing previously announced by the Company and Virginia Energy in a joint news release dated December 28, 2012.

    As previously announced, Energy Fuels acquired 9,439,857 common shares of Virginia Energy at a price of Cdn$0.42 per share, for an aggregate subscription price of Cdn$3,964,739.94. The subscription price was satisfied by a combination of $250,000 of cash and the issuance of 21,851,411 common shares in the capital of the Company. However, as a result of Virginia Energy’s expansion of the original financing, Energy Fuels’ acquired interest in Virginia Energy represents 16.5% of the currently outstanding common shares of Virginia Energy (rather than the previously announced 19.9%) .

    The Company acquired the shares of Virginia Energy for investment purposes, and has no current intention of acquiring additional securities of Virginia Energy. No other person acted jointly or in concert with the Company in connection with its acquisition of shares of Virginia Energy.

    Pursuant to the subscription agreement with Virginia Energy, for so long as the Company owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding Common Shares, increasing to 9.9% after 2 years. Graham Moylan, Chief Financial Officer of Energy Fuels, will be appointed as a director of Virginia Energy.

    Virginia Energy owns 100% of the advanced-stage Coles Hill Project located in south central Virginia, USA. Coles Hill is the largest known uranium deposit in the United States with 119.6 million tons of Indicated Resource with an average grade of 0.056% U 3 O 8 containing 133 million lbs. of U 3 O 8 . According to a September 2012 Preliminary Economic Assessment (“PEA”) posted on Virginia Energy’s profile on SEDAR, the Coles Hill Project has attractive expected economics, including an Internal Rate of Return (“IRR”) of 36.3%, a Net Present Value (“NPV”) of $427 million, and initial cash cost of $30.72/lb.

    Cantor Fitzgerald Canada Corporation acted as the Company’s financial advisor in connection with this transaction. The Company will issue 270,270 common shares of the Company to Cantor Fitzgerald in partial satisfaction of financial advisory fees.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.


    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”. All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated as of December 20, 2012, which is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results , future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.81

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces 1 st Quarter FY-2013 Quarterly Results

    Toronto, Ontario – February 13, 2013

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) today reported its financial results for the quarter-ended December 31, 2012 (“Q1-2013”). The Company’s Quarterly Consolidated Financial Statements, along with Management’s Discussion and Analysis, has been filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be viewed at www.sedar.com . Unless noted otherwise, all dollar amounts are in US dollars.

    Selected Summary Financial Information

    $000's   As at December 31,
    2012
        As at September 30,
    2012
     
    Financial Position:            
       Working capital $  34,673   $  44,080  
       Property, plant and equipment   137,844     133,085  
       Total assets   230,937     239,808  
       Total long-term liabilities   36,014     38,446  

    $000, except per share data   Quarter-ended
    December
    31, 2012
        Quarter-ended
    September 30,
    2012
     
    Results of Operations :            
    Total revenues $  8,927   $  25,028  
    Net Income (loss) $  (2,256 ) $  (15,905 )
    Basic & diluted net income (loss) per share $  (0.00 ) $  (0.08 )

    Financial and Operational Highlights for Q1-2013:

    - Energy Fuels sold 157,000 pounds of U 3 O 8 during Q1-2013, including 117,000 pounds U 3 O 8 under term contracts at an average realized price of $58.00 per pound.
    - Energy Fuels sold 78,000 pounds of V 2 O 5 at an average realized price of $5.30 per pound during Q1-2013.
    - Energy Fuels’ production at the White Mesa Mill totaled 228,400 pounds of U 3 O 8 and 234,600 pounds of V 2 O 5 during Q1-2013. Q1-2013 U 3 O 8 production included 19,000 pounds of U 3 O 8 from alternate feed materials and 209,000 pounds of U 3 O 8 from Pandora and Beaver conventional ore. The production cash cost during 1Q-2013 was $46.64 per pound of U 3 O 8 .
    - As of December 31, 2012, the Company had working capital of $34.7 million, including cash and cash equivalents of $3.6 million, marketable securities of $1.1 million and 358,000 pounds of uranium concentrate and work-in-process inventory which, based on spot market prices as of December 31, 2012, had a market value $15.6 million. Between January 1, 2013 and February 12, 2013, pursuant to its term contracts, Energy Fuels delivered and received payment for 216,667 pounds of U 3 O 8 .



    - On October 1, 2012 Energy Fuels acquired the membership interests of Aldershot Resources Ltd. (“Aldershot”) in Colorado Plateau Partners LLC and Arizona Strip Partners LLC, two 50/50 joint ventures between subsidiaries of Energy Fuels and Aldershot, for consideration of $750,000 in cash, the cancellation of debt owed by Aldershot to Energy Fuels, and 3,527,570 Energy Fuels common shares.
    - On January 18, 2013, subsequent to Q1-2013, Energy Fuels announced a toll milling agreement with Laramide Resources Ltd. (“Laramide”) whereby Energy Fuels' White Mesa Mill will process all material produced from Laramide's 100% owned and operated La Sal II uranium mine in Utah. This toll milling agreement emphasizes the strategic position of Energy Fuels’ 100% owned White Mesa Mill, the only operating conventional uranium mill in the United States.
    - On January 28, 2013, subsequent to Q1-2013, Energy Fuels acquired 9,439,857 common shares of Virginia Energy Resources Inc. (“Virginia Energy”) at a price of Cdn$0.42 per share, representing a 16.5% ownership interest in Virginia Energy. Virginia Energy owns 100% of the Coles Hill Project in south-central Virginia, the largest known conventional uranium deposit in the U.S. As consideration for this investment, Energy Fuels paid Cdn$250,000 in cash and issued 21,851,411 common shares of Energy Fuels to Virginia Energy.
    - On February 4, 2013, subsequent to Q1-2013, the U.S. Ninth Circuit Court of Appeals issued its ruling in favor of the U.S. Secretary of the Interior, the U.S. Bureau of Land Management and the Company and against the Center for Biological Diversity et al in their challenge relating to the Company’s Arizona 1 mine.

    Energy Fuels Outlook for the Fiscal Year Ended September 30, 2013 (“FY - 2013”)

    Energy Fuels continues to execute its corporate strategy, which balances prudent, measured operations in the midst of the current uranium price environment, while concurrently positioning the Company to realize the economic benefits of anticipated improvements in the price of uranium. Energy Fuels believes the uranium market outlook is positive (as outlined below in Market Outlook for FY-2013) and is supported by strong supply and demand fundamentals within the sector.

    With respect to operations management in the current uranium pricing environment, the Company is tailoring its production levels to meet the delivery requirements specified in its term contracts, which include pricing terms at a significant premium to the current uranium spot price. In doing so, the Company will maximize its realized selling price for produced U 3 O 8 and avoid investment in excess concentrate inventories. Energy Fuels believes its term supply contracts are important intangible assets that significantly diminish the financial impact of the current uranium price on the Company. The Company is also able to fulfill this targeted level of production output utilizing sources with relatively lower marginal cash costs of production, including stockpiled ore inventories, mined Arizona Strip ore and alternate feed materials.

    Energy Fuels expects significant improvements in the uranium price over the medium to long-term and is maintaining and selectively growing its asset base in a manner that positions the Company to realize the associated economic benefits of a higher uranium price. Production on the Arizona Strip is anticipated to continue in FY-2013. The Company is maintaining its formerly producing mines on the Colorado Plateau on standby. Development of the Canyon Mine in Arizona is anticipated to continue, securing a relatively lower-cost ore feed to the White Mesa Mill. Permitting at the Sheep Mountain Project is anticipated to continue, advancing a second major production center for the Company. The Company is evaluating potential new supplies of alternate feed materials for the White Mesa Mill (which carry no mining costs). The Company will continue to evaluate additional toll milling and/or ore purchase agreements with third-parties who own uranium properties within trucking distance of the White Mesa Mill. Energy Fuels will also continue to evaluate growth through accretive acquisitions.


    As outlined below, Energy Fuels provides the following updated outlook for FY-2013 and provides the following outlook for uranium sales and production for the quarter-ended March 31, 2013 (“Q2-2013”):

    - FY-2013 Sales : The Company expects to sell 1,000,000 to 1,050,000 pounds of U 3 O 8 during FY- 2013, of which 957,000 pounds is expected to be sold under term contracts and the remainder sold into the spot market. V 2 O 5 sales are estimated to be between 1,700,000 and 1,800,000 pounds during FY-2013.
    - Q2-2013 Sales: The Company expects to sell 533,334 pounds U 3 O 8 , during Q2-2013 of which 100% will be sold under term contracts.
    - FY-2013 Production : The Company expects to produce approximately 1,000,000 pounds of U 3 O 8 during FY-2013, sourced from both conventional ore and alternate feed sources. Conventional ore production is expected to include ore mined from the Beaver, Pandora, Arizona 1 and Daneros mines. Given the expected processing of Beaver and Pandora ores, Energy Fuels also anticipates production of between 1,700,000 and 1,800,000 pounds of V 2 O 5 in FY-2013.
    - Q2-2013 Production : The Company expects to produce 250,000 to 300,000 pounds of U 3 O 8 during Q2-2013, sourced from alternate feed sources and conventional ore from the Beaver and Pandora mines.
    - FY-2013 Mining Activities : Mining on the Arizona Strip is expected to continue during FY- 2013 at the Arizona 1 and Pinenut mines. Effective October 17, 2012, the Company placed the Daneros and Beaver mines on standby. In addition, the Pandora mine was placed on standby in December 2012.
    - FY-2013 Project Development : As previously announced, Energy Fuels plans to invest in high priority development projects and maintain general permitting and exploration activities during FY-2013. The Company expects to continue development of the Canyon mine in Arizona in FY- 2013. The Company anticipates development expenditures at the Canyon mine to be $3.9 million to $4.4 million during FY-2013. In addition, Energy Fuels expects to continue permitting activities at the Sheep Mountain Project at an anticipated cost of approximately $1.1 million during FY-2013. The Company expects other permitting and explorat i on expenditures to be approximately $1.8 million for FY-2013.

    Market Outlook for FY-2013

    Energy Fuels continues to anticipate uranium market improvement in FY-2013 and into FY-2014. Long-term demand fundamentals within the uranium sector remain strong. China, Russia, India, the U.S., the UK, Saudi Arabia and Brazil continue to develop nuclear power plants. Globally, there are now 65 nuclear reactors under construction, and 484 nuclear reactors are planned or proposed (versus 64 and 483, respectively, in the last quarter), as reported by the World Nuclear Association. Below are descriptions of some recent uranium market announcements:

    -

    In December 2013, Japan elected the pro-business/pro-nuclear Liberal Democrat Party in a clear-cut majority. There was an immediate bump in the spot price of uranium after the election, as the new leaders provided clear direction that several more reactors are expected to be restarted during 2013. There are also indications that nuclear power will continue to be part of Japan’s long term energy mix.




    - Germany has publicly stood by its exit from the nuclear community, while purchasing nuclear generated power from France across the border, and significantly increasing coal generation, both at increased costs.
       
    - On the supply side, the discontinuation of the US-Russia highly enriched uranium (“HEU”) agreement in December 2013 appears certain. This could remove as much as 24 million pounds of uranium from World supplies. In addition, the delay of several very large, new uranium development projects could constrict uranium supply over the medium- to long- term. Globally, reactor demand for U 3 O 8 is currently about 175 million lbs. annually to supply just the currently operating units. Primary uranium production from operating mines is about 142 million lbs. annually. The 33 million lb. gap is filled with secondary supplies drawn from various inventories around the world, including the 24 million pounds from Russian HEU.
       
    - Nuclear reactor “new-build” activity remained firm throughout the market disruption caused by the natural disaster at Fukushima. The 65 reactors now under construction will generate almost 33 million lbs. per year of new demand for U 3 O 8 , and should all 484 reactors currently planned and proposed be constructed, that will more than double the current annual global demand for U 3 O 8 . However, the depressed U 3 O 8 price since Fukushima has not only caused the delay of major announced uranium mining projects, but has also impeded the development of new mining projects worldwide.
       
    - On January 14, 2013, it was announced that ARMZ Uranium Holding Co. (“ARMZ”), an affiliate of a Russian state-owned uranium mining company, is seeking to take Uranium One Inc. (“U1”) private. ARMZ currently owns approximately 51.4% of U1. ARMZ bid $2.86 per share (which, at the time of the announcement, was a 32% premium to the 20-day weighted market average) for the 48.6% common shares of U1 that they don’t already own. It has been suggested that his transaction could divert Kazakh production to Russia and further limit the global availability of uranium. Russia itself has 33 reactors currently in operation, ten more under construction, and 44 planned or proposed. Energy Fuels believes the timing and nature of this transaction could also signal a market bottom for uranium.

    Based on these factors, Energy Fuels believes the market will see a modest strengthening of the uranium spot price during FY-2013 with accelerated strengthening expected beyond FY-2013.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “ha ve t he potential to” . All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward- looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, w hich is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.82


    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    State of Colorado Clears the Way for New License Decision on Energy Fuels’ Piñon Ridge Mill

    Toronto, Ontario – March 1, 2013

    Energy Fuels Inc . (TSX : EFR) (“Energy Fuels” or the “Company”) is pleased to announce that the Executive Director of the Colorado Department of Public Health and Environment (“CDPHE”), Dr. Chris Urbina, affirmed the decision of an appointed hearing officer in an administrative process required for the reissuance of the radioactive materials license for the Company’s Piñon Ridge Mill. As was previously announced by the Company on January 15, 2013, a hearing officer concluded that the November 2012 administrative hearing on the Piñon Ridge Mill, held for the purpose of augmenting the administrative record, fully satisfied the requirements of Colorado law. A group of non-government organizations appealed the hearing officer’s decision. Dr. Urbina’s decision today denied their appeal, paving the way for CDPHE to issue a new license decision. Neither the hearing officer’s nor Dr. Urbina’s decision made any substantive recommendations regarding the approval or denial of the license.

    A license for the Piñon Ridge Mill was issued by CDPHE in March 2011, but was set aside pending the completion of the November 2012 administrative hearing. Energy Fuels expects that CDPHE will issue a new license decision on the Piñon Ridge Mill by the end of April 2013.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “ha ve the potential to” . All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking state ments are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, w hich is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.83


    ENERGY FUELS INC.

    NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON WEDNESDAY MARCH 6, 2013

    MANAGEMENT INFORMATION CIRCULAR
    JANUARY 25, 2013



      

    ENERGY FUELS INC.
    NOTICE OF ANNUAL AND SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD
    WEDNESDAY, MARCH 6, 2013
       

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that an annual and special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the St. Andrew’s Club & Conference Centre, 150 King Street West, 27 th Floor, Toronto, Ontario, M5H 1J9, Canada on Wednesday, March 6, 2013 at 2:00 pm (Toronto time) for the following purposes:

    1.

    to receive the audited consolidated financial statements of the Corporation for the year ended September 30, 2012, together with the report of the auditors thereon;

       
    2.

    to elect directors of the Corporation;

       
    3.

    to appoint the auditors of the Corporation and to authorize the directors to fix the remuneration of the auditors;

       
    4.

    to consider and, if thought advisable, to pass an ordinary resolution ratifying and approving the Corporation’s 2013 Amended and Restated Stock Option Plan and approving unallocated options, as more particularly described in the accompanying management information circular (the “ Circular ”);

       
    5.

    to consider and, if thought advisable, to pass a special resolution authorizing an amendment to the articles of the Corporation providing that the Corporation’s issued and outstanding common shares be consolidated on the basis of one (1) new common share in the capital of the Corporation for every ten (10) existing common shares, as more particularly described in the Circular; and

       
    6.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by Canadian Stock Transfer Company Inc. by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on March 4, 2013, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated at Lakewood, Colorado, USA this 25 th day of January, 2013.

      BY ORDER OF THE BOARD
     
      Stephen P. Antony, President and CEO

    1



    Exhibit 99.84

    MANAGEMENT INFORMATION CIRCULAR

    The information contained in this management information circular (“ Circular” ) is furnished in connection with the solicitation of proxies to be used at the annual and special meeting of shareholders (“ EFI Shareholders ”) of Energy Fuels Inc. (“ EFI ” or the “ Corporation ”) to be held at the St. Andrew’s Club & Conference Centre, Toronto, Ontario, M5H 1J9, Canada on March 6, 2013 at 2:00 pm (Toronto time) (the “ Meeting” ), and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or regular employees of EFI. The solicitation of proxies by this Circular is being made by or on behalf of the management of EFI. The total cost of the solicitation will be borne by EFI.

    APPOINTMENT AND REVOCATION OF PROXIES

    The persons named in the form of proxy accompanying this Circular are officers and/or directors of EFI. A shareholder of EFI has the right to appoint a person other than the persons specified in such form of proxy and who need not be a shareholder of EFI to attend and act for him and on his behalf at the Meeting. Such right may be exercised by striking out the names of the persons specified in the proxy, inserting the name of the person to be appointed in the blank space provided in the proxy, signing the proxy and returning it in the reply envelope in the manner set forth in the accompanying Notice of Meeting.

    A shareholder who has given a proxy may revoke it by an instrument in writing, including another completed form of proxy, executed by him or his attorney authorized in writing, deposited at the registered office of EFI, or at the offices of Canadian Stock Transfer Company Inc. by mail at c/o CoverAll, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, up to 5:00 p.m. (Toronto time) on the second business day preceding the date of the Meeting, or any adjournment thereof, or with the Chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

    VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

    The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. If a shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of such instructions, such shares will be voted in favour of each of the matters referred to herein.

    The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of EFI knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters which are not known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxy holder.

    2


    VOTING BY NON-REGISTERED SHAREHOLDERS

    Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, EFI Common Shares owned by a person (a “ non-registered owner ”) are registered either (a) in the name of an intermediary (an “ Intermediary ”) that the non-registered owner deals with in respect of the EFI Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101, EFI has distributed copies of this Circular and the accompanying Notice of Meeting together with the form of proxy (collectively, the “ Meeting Materials ”) (i) directly to non-registered owners who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own (“ NOBOs ”), and (ii) to the clearing agencies and Intermediaries for onward distribution to non-registered owners who have advised their Intermediary that they object to the Intermediary providing their ownership information (“ OBOs ”).

    Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to OBOs. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

    (a)

    be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the OBO but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered owner when submitting the proxy. In this case, the OBO who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or

       
    (b)

    be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions (often called a “ Voting Instruction Form ”) which the Intermediary must follow. Typically the non-registered owner will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the non-registered owner must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its services company in accordance with the instructions of the Intermediary or its service company.

    In either case, the purpose of this procedure is to permit non-registered owners to direct the voting of the EFI Common Shares they beneficially own. Should a non-registered owner who receives either form of proxy wish to vote at the Meeting in person, the non-registered owner should strike out the persons named in the form of proxy and insert the non-registered owner’s name in the blank space provided. Non-registered owners should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

    3


    DISTRIBUTION OF MEETING MATERIALS TO NON-OBJECTING BENEFICIAL OWNERS

    These Meeting Materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and EFI or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

    By choosing to send these materials to you directly, EFI (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

    The authorized capital of EFI consists of an unlimited number of EFI Common Shares, an unlimited number of Preferred Shares issuable in series, and an unlimited number Series A Preferred Shares. As of December 31, 2012, the Corporation had issued and outstanding 683,179,677 EFI Common Shares and no Preferred Shares. The Corporation made a list of all persons who are registered holders of EFI Common Shares as of the close of business on January 22, 2013 (the “ Record Date ”) and the number of EFI Common Shares registered in the name of each person on that date. Each EFI Shareholder as of the Record Date is entitled to one vote for each EFI Common Share registered in his or her name as it appears on the list on all matters which come before the Meeting.

    To the knowledge of the directors and senior officers of the Corporation, as of December 31, 2012, no shareholder beneficially owns or exercises control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation entitled to be voted at the Meeting.

    PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

    Election of Directors

    The EFI Board may consist of a minimum of three and a maximum of fifteen directors, who are elected annually. The EFI Board is currently composed of ten directors. One director, Mr. Sheldon Inwentash, has decided not to stand for re-election as a director, and will therefore not be nominated for re-election at the Meeting. Accordingly, the Board of Directors has determined that nine directors will be elected at the Meeting.

    Shareholders will vote for the election of each individual director separately. The Corporation has adopted a majority voting policy for the election of directors whereby any nominee (in an uncontested election) who receives a greater number of shares withheld from voting than shares voted in favour of his or her election is expected to tender his or her resignation to the Board of Directors, to take effect upon acceptance by the Board. The Board of Directors will, within 90 days of the shareholders’ meeting, determine whether to accept any such offer to resign. See Schedule A “Corporate Governance Disclosure – Majority Voting Policy” .

    The following table provides the names of and information for the nominees for election as directors of the Corporation (the “ EFI Nominees ”). The persons named in the enclosed form of proxy intend to vote for the election of each of the EFI Nominees. Management does not contemplate that any of the EFI Nominees will be unable to serve as a director. All directors so elected will hold office until the next annual meeting of EFI Shareholders or until their successors are elected or appointed, unless his office is

    4


    vacated earlier in accordance with the by-laws of EFI or with the provisions of the Business Corporations Act (Ontario).


    Name and
    Municipality of Residence


    Office Held



    Director Since (1)


    Principal Occupation,
    if different than Office Held
    Shares Beneficially
    Owned or Over
    Which Control or
    Direction is
    Exercised (2)
    J. Birks Bovaird (3)
    Ontario, Canada
    Chair and Director

    2006

    Consultant, providing
    advisory services to natural
    resource companies
    125,090

    Stephen P. Antony (4)
    Colorado, USA
    President, CEO
    and Director
    2009
    Same
    504,100
    Paul A. Carroll (5)
    Ontario, Canada

    Director


    2010


    President of Carnarvon
    Capital Corporation;
    President & CEO of World
    Wide Minerals Ltd.
    100,000


    W. Robert Dengler
    Ontario, Canada (4)

    Director


    2012


    Retired, Director of several
    public companies, including
    IAMGold and Denison Mines
    Corp.
    416,018


    Larry Goldberg
    Ontario, Canada (5)
    Director

    2012

    Chief Financial Officer and
    Chief Operating Officer of
    Arcestra Inc.
    Nil

    Mark E. Goodman (3) (5)
    Ontario, Canada
    Director
    2010
    Vice President of Dundee
    Corporation
    Nil
    Bruce D. Hansen (3) (5)
    Colorado, USA
    Director
    2007
    CEO of General Moly Inc., a
    US based mineral company
    130,000
    Ron F. Hochstein (4)
    British Columbia, Canada
    Director
    2012
    President and CEO of
    Denison Mines Corp.
    1,168,443
    Richard Patricio (3)
    Ontario, Canada
    Director

    2012

    Vice President, Corporate
    and Legal Affairs of Pinetree
    Capital Ltd.
    136,000

    Notes:

    (1)

    Directors are elected annually and hold office until a successor is elected at a subsequent annual meeting of the Corporation, unless a director’s office is earlier vacated in accordance with the by-laws of the Corporation.

    (2)

    The information as to EFI Common Shares beneficially owned or over which the directors exercise control or direction not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

    (3)

    Member of the Governance, Nominating and Compensation Committee.

    (4)

    Member of the Environment, Health and Safety Committee.

    (5)

    Member of the Audit Committee.

    Information about each EFI Nominee, including present principal occupation, business or employment and the principal occupations, businesses or employments within the five preceding years, is set out below.

    5


    J. Birks Bovaird

    For a majority of his career, Mr. Bovaird’s focus has been the provision and implementation of corporate financial consulting and strategic planning services. He was previously the Vice President of Corporate Finance for one of Canada’s major accounting firms. He presently is the Chair of NunaMinerals A/S, a public mining exploration and development company listed on the Copenhagen Exchange (NUNA.CO). He is a director of Noble Minerals Exploration (TSX.V:NOB) where he is Chair of the Nominating, Compensation and Governance Committee as well as a member of the Audit Committee. He is also the Chair of the Board of directors of GTA Resources and Mining Inc. He has previously been involved with numerous public resource companies, both as a member of management and as a director. He is a graduate of the Canadian Director Education Program and holds an ICD.D designation.

    Stephen P. Antony

    Mr. Antony is a registered professional engineer in a number of States in which the Corporation holds properties. He is a graduate of the Colorado School of Mines, and holds a Masters of Business Administration from the University of Denver. Over the last 33 years Mr. Antony has held increasingly senior positions in both the technical and managerial sectors of the mining business. He first entered the uranium business with Mobil Oil’s Mining and Mineral group in the mid 1980’s, during which time he developed the reclamation plan for Mobil’s El Mesquite ISL operation in south Texas. He joined Energy Fuels Nuclear, Inc. (EFN) in 1986 as the company was growing to become the largest U 3 O 8 producer in the US, peaking at more than five million pounds annually. Mr. Antony served as director of Technical Services for the company where he authored many of the feasibility studies which provided justification for the expansion of EFN’s highly successful Breccia Pipe Mine projects in the Arizona Strip. Subsequent to his employment with EFN, Mr. Antony held a brief position with Power Resources, Inc (PRI) as Vice President of Business Development. He then consulted to Cameco Corp. on due diligence prior to their acquisition of PRI, which Cameco undertook as part of their strategy to become a significant uranium producer in the US. Mr. Antony was most recently Chief Operating Officer of EFI, responsible for the daily operations of the Corporation, including all aspects of uranium property exploration, ore production and mill processing. He was appointed President and CEO of the Corporation on April 1, 2010.

    Paul A. Carroll

    Mr. Carroll has had a lengthy business career in the mining industry, both as a lawyer and as a director and/or officer of many mining companies. He has been engaged in the mineral exploration and mining industry in Canada, the U.S., Mexico, Central and South America, Africa, China, Russia and Kazakhstan. Mr. Carroll is President of Carnarvon Capital Corporation, a corporate management and advisory company based in Toronto, Canada. Companies with which he has been extensively involved include Dundee Corporation, a full-service investment bank, Corona Corporation where he was a member of the Executive Committee, Zemex Corporation, Royex Gold Mining Corporation, Campbell Resources Inc., Cobra Emerald Mines Ltd., Lacana Mining Corporation where he was Chair, Arcon International Resources plc where he was Chair, Tahera Corporation, World Wide Minerals Ltd. where he is President and CEO, Poco Petroleums Ltd., Mascot Gold Mines Ltd., United Keno Hill Mines Ltd., Repadre Capital Corporation (now IAMgold Corporation), Crowflight Minerals Inc., War Eagle Mining Company Inc. and Diadem Resources Ltd. In 2004 – 2005, as one of the committee of “independent directors” thereof, Mr. Carroll was a director of Argus Corporation Limited and Hollinger Inc. (and in 2005 he was CEO). He was a director of The Uranium Institute (now the World Nuclear Association) in 1998.

    6


    W. Robert Dengler

    Mr. Dengler retired in 2006 from his position as Non-Executive Vice Chair of Dynatec Corporation. Until January 2005, Mr. Dengler served as President and Chief Executive Officer of Dynatec Corporation, a position which he held for 25 years. Before founding Dynatec, Mr. Dengler was a partner and Vice President & General Manager of J.S. Redpath Limited. Mr. Dengler obtained his B.Sc. from Queens University in 1964 and received an Honorary Doctorate of Science from Queen’s University in 1988. Mr. Dengler, a Professional Engineer, is also a director of IAMGold and Denison Mines Corp.

    Larry Goldberg

    Mr. Goldberg is a Chartered Accountant. He is currently Chief Financial Officer and COO of Arcestra Inc., a private software company. From August 2010 to September 2011, Mr. Goldberg was the Chief Financial Officer of ZENN Motor Company Inc., a TSX-V listed energy storage technology company. From February 2000 to August 2010, Mr. Goldberg was the Chief Financial Officer of Mega Uranium Ltd., a uranium exploration company listed on the TSX and of Pinetree Capital Ltd., a TSX-listed investment company. From May 2004 to December 2009, Mr. Goldberg was the Chief Financial Officer of Brownstone Ventures Inc. (now called Brownstone Energy Inc.), an energy company listed on the TSX-V.

    Mark E. Goodman

    Mr. Goodman has worked in the financial services and mining industry since 1992. He began his career working for Dundee Corporation and has held numerous positions within the organization. In 2005 he founded Cogitore Resources Inc., a base metal exploration company active in Northern Quebec. He has also served as President/CEO of both Valdez Gold and Cogitore Resources. Mr. Goodman is currently a Vice President at Dundee Corporation. He sits on the Board of Directors of several publicly and privately held companies, including Cogitore Resources Inc., Corona Gold Corp., Ryan Gold Corp, Odyssey Resources Inc., Nighthawk Gold Corp. and Dynamic Venture Opportunities Fund (Ontario Labour Sponsored Fund).

    Bruce D. Hansen

    Mr. Hansen is currently Chief Executive Officer of General Moly Inc., a position he has held since 2007. Prior to that, Mr. Hansen was Senior Vice-President, Operations Services and Development with Newmont Mining Corporation. He worked with Newmont for ten years holding increasingly senior roles, including CFO from 1999 to 2005. Prior to joining Newmont, Mr. Hansen spent 12 years with Santa Fe Pacific Gold, where he held increasingly senior management roles including Senior VP of Corporate Development and VP Finance and Development. Mr. Hansen holds a Masters of Business Administration from the University of New Mexico and a Bachelors of Science Degree in Mining Engineering from the Colorado School of Mines.

    Ron F. Hochstein

    Mr. Hochstein is currently President and Chief Executive Officer of Denison Mines Corp., and previously served as its President and Chief Operating Officer since 2006, when International Uranium Corporation (IUC) and Denison Mines Inc. combined to form Denison Mines Corp. Mr. Hochstein served as President and Chief Executive Officer of IUC from 2000 to 2006 after serving as Vice President Corporate Development and Vice President and Chief Operating Officer. Prior to joining IUC, Mr. Hochstein was a project manager with Simons Mining Group and was with Noranda Minerals as a metallurgical engineer. Mr. Hochstein is a Professional Engineer and holds a Masters of Business Administration from the University of British Columbia and a Bachelor of Science in Mineral Processing from the University of Alberta.

    7


    Richard Patricio

    Since 2005, Mr. Patricio has been the Executive Vice President, Corporate Affairs for Mega Uranium Ltd. In addition, Mr. Patricio is Vice President of Corporate and Legal Affairs for Pinetree Capital Ltd., responsible for merger and acquisition activity, corporate transactions and the administration of Pinetree. Prior to joining Pinetree, Mr. Patricio worked as in-house General Counsel for a senior TSX listed manufacturing company. Prior to that, Mr. Patricio practiced law at Osler LLP in Toronto where he focused on mergers and acquisitions, securities law and general corporate transactions. In addition to his legal and corporate experience, Mr. Patricio has built a number of mining companies with global operations. He holds senior officer and director positions in several junior mining companies that are listed on the TSX and TSX-Venture exchanges. Mr. Patricio is a lawyer qualified to practice in the Province of Ontario. Prior to the Corporation’s acquisition of Titan Uranium Inc., Mr. Patricio was a director of Titan.

    Except as set out below, to the knowledge of the Corporation, no director of the Corporation is, or has been in the last 10 years, (a) a director, chief executive officer or chief financial officer of a company that (i) while that person was acting in that capacity, was the subject of a cease trade order or similar order (including a management cease trade order) or an order that denied the issuer access to any exemptions under Canadian securities legislation, for a period of more than 30 consecutive days, or (ii) after that person ceased to act in that capacity, was subject of a cease trade or similar order or an order that denied the issuer access to any exemption under Canadian securities legislation, for a period of more than 30 consecutive days which resulted from an event that occurred while that person acted in such capacity, or (b) a director or executive officer of a company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets:

    Mr. Bovaird was a director of HMZ Metals Inc. (HMZ) at the time a cease trade order was issued on September 6, 2005 requiring the directors, officers and insiders of HMZ to cease all trading in, or acquisition of, the securities of HMZ due to HMZ’s failure to file its interim financial statements for the six month period ended June 30, 2005, and a cease trade order was issued on April 17, 2006 as a result of HMZ’s failure to file its audited annual financial statements for the fiscal year ended December 31, 2005 and management’s discussion and analysis thereon. The cease trade order issued on September 6, 2005 expired on October 20, 2005. The cease trade order issued on April 17, 2006 expired on June 2, 2008.

    Mr. Carroll is a director and President and CEO of World Wide Minerals Ltd., a Canadian public company which is subject to a cease trade order issued by the Ontario Securities Commission on May 9, 2011 for failure to file financial statements. Mr. Carroll was an independent director of Argus Corporation Limited (Argus) from April 2004 to November 2004 and of Hollinger Inc. (Hollinger) from August 2004 to July 2005. In those capacities he was subject to a management cease trade order issued by the Ontario Securities Commission on June 3, 2004, as varied, in respect of Argus, and June 1, 2004, as varied, in respect of Hollinger. Both management cease trade orders were issued because of Argus’ and Hollinger’s failure to file their respective financial statements and other requisite reports. Argus and Hollinger were not able to file such financial statements and reports as a result of the non-filing of financial statements by their subsidiary Hollinger International, Inc. (now Sun-Times Media Group, Inc.).

    8


    Appointment of Auditors

    The auditors of EFI are KPMG LLP, Chartered Accountants, who were first appointed auditors of EFI on April 12, 2007. The persons named in the form of proxy accompanying this Circular intend to vote for the reappointment of KPMG LLP as the auditors of EFI for the ensuing year or until their successors are appointed and to authorize the directors of EFI to fix the remuneration of the auditors , unless the EFI Shareholder has specified in the form of proxy that the EFI Common Shares represented by such proxy are to be withheld from voting in respect thereof.

    Approval of 2013 Amended and Restated Stock Option Plan and Unallocated Options

    The Corporation originally adopted its stock option plan in 2003, which was amended in 2007, and ratified by EFI shareholders on March 10, 2010. On January 25, 2013, the EFI Board approved the 2013 Amended and Restated Stock Option Plan (the “ Amended Plan ”), which updates the plan to meet current industry practices. Under the Amended Plan, the Board may in its discretion grant from time to time stock options to employees, directors, officers and consultants (the “eligible participants”) of the Corporation and its affiliates. At the Meeting, shareholders will be asked to consider and approve the Amended Plan and to approve the unallocated options issuable under the Amended Plan.

    Summary of Terms of Amended Plan
    A copy of the Amended Plan is attached as Schedule B to this Circular. A summary of the terms of the Amended Plan is provided below.

    Common Shares Available for Grant under the Amended Plan
    The Amended Plan provides that the maximum number of EFI Common Shares issuable for all purposes shall not exceed the number which represents 10% of the issued and outstanding Common Shares of the Corporation from time to time. As a result, should the Corporation issue additional Common Shares in the future, the number of Common Shares issuable under the Amended Plan will increase accordingly. The Amended Plan of the Corporation is considered as an “evergreen” plan since the Common Shares covered by stock options which have been exercised will be available for subsequent grants under the Amended Plan.

    The Amended Plan limits the number of EFI Common Shares that may be issued at any time to insiders (as defined in the rules of the Toronto Stock Exchange (the “ TSX ”)) of the Corporation, together with all security-based compensation arrangements (also as defined in the rules of the TSX) of the Corporation, to an amount that may not exceed 10% of the issued and outstanding EFI Common Shares as of the date of the grant and the number of EFI Common Shares which may be issued to such insiders within any one year period to an amount that may not exceed 10% of the issued and outstanding EFI Common Shares.

    In accordance with the Rules of the TSX, shareholder approval of unallocated options under the Amended Plan will be required every three years. The Corporation expects to seek such approval at the annual shareholders’ meeting held in 2016.

    Administration
    The Amended Plan is administered by the Board, or a committee of the Board. The Board or a committee of the Board is authorized to determine the participants to whom grants of options to purchase Common Shares may be made and, consistent with the provisions of the Amended Plan, the terms and conditions of such grants.

    9


    Types of Awards
    The Amended Plan permits grants of stock options to purchase Common Shares of the Corporation.

    Specific Terms of Stock Options
    The key features of the options available for grant under the Amended Plan are as follows:

    Amendments
    The Board has the discretion to terminate, suspend, or make amendments to the Amended Plan, or amend awards granted under it, without notice or shareholder approval, for the following purposes:

    The Amended Plan provides that the approval of the TSX and shareholders of the Corporation will be required for the following amendments:

    10


    Adjustments
    In the event of certain events affecting the capitalization of the Corporation, including a stock dividend, or certain other corporate transactions, the Board may adjust the number of shares that may be acquired on the exercise of any outstanding options, and the exercise price of any outstanding options.

    Term
    The Amended Plan was adopted effective January 25, 2013.

    Assignability
    Options may not be assigned or transferred, with the exception of an assignment made to an executor or administrator of a deceased participant’s estate.

    Cessation
    Unless the Board or a committee of the Board decides otherwise, the right to exercise options granted under the Amended Plan terminates on the earlier of the expiry date and (i) the date that is 12 months after the optionee’s death; and (ii) 90 days after the optionee’s resignation or termination for any reason other than death. Any options held by the optionee that are not yet vested as at such date immediately expire and are cancelled and forfeited to the Corporation on that date.

    The Board or the Committee may, however, in its discretion, at any time prior to or following the foregoing events, permit the exercise of any or all options held by an optionee or permit the acceleration of vesting of any or all options.

    Change in Control
    In the event of a “change in control”, as defined in the Amended Plan, unless otherwise determined by the committee of the Board or the Board, any options outstanding immediately prior to the occurrence of a change in control event shall immediately vest and become fully exercisable. The committee and the Board also have the discretion to modify the terms of the options in the event of a change in control to cash settle any outstanding options or to convert or exchange any outstanding options into or for other rights or securities.

    Approval of Amended Plan
    At the Meeting, EFI Shareholders will be asked to approve the Amended Plan adopted by the Board of Directors on January 25, 2013. A copy of the complete Amended Plan is attached as Schedule B to this Circular, and a summary of the terms of the Amended Plan is set out above.

    EFI Shareholders will be asked to consider and, if deemed advisable, to approve, with or without amendment, the following resolution:

    “BE IT RESOLVED, as an ordinary resolution of the shareholders of Energy Fuels Inc. (the “Corporation”), that:

    11



    1.

    the Energy Fuels Inc. 2013 Amended and Restated Stock Option Plan as set forth in Schedule B to the Corporation’s Management Information Circular dated January 25, 2013, be and is hereby ratified and approved;

       
    2.

    all unallocated options issuable under the Amended Plan are hereby approved and authorized; and

       
    3.

    any officer or director of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such acts and things as he or she may determine to be necessary or desirable in order to carry out the foregoing provisions of this resolution, the execution of any such document or the doing of any such acts and things being conclusive evidence of such determination.”

    To be effective, the above resolution must be passed by a simple majority of the votes cast thereon by the EFI Shareholders present in person or by proxy at the Meeting.

    The Board recommends to the EFI Shareholders that they approve the resolution. The persons named in the enclosed form of proxy intend to vote in favour of the resolution unless a shareholder has specified in his or her proxy that his or her shares are to be voted against such resolution.

    Share Consolidation

    On June 25, 2012, the shareholders of the Corporation passed a special resolution approving an amendment to the Corporation’s articles of incorporation to consolidate the issued and outstanding EFI Common Shares on the basis of one (1) post-consolidation EFI Common Share for every ten (10) pre-consolidation EFI Common Shares. This share consolidation was to be implemented in the sole discretion of the EFI Board, and the EFI Board was also given the authority to delay or abandon implementation of the share consolidation without further approval by EFI Shareholders, provided that if the share consolidation is not implemented prior to the next annual meeting of EFI Shareholders, the authority granted by the special resolution to implement the share consolidation would lapse and be of no further force or effect.

    As a result of a decline in uranium prices and a corresponding decrease in the price of the Corporation’s shares, the share consolidation has not been implemented by the EFI Board, and the EFI Board does not intend to implement the share consolidation prior to the Meeting. As a result, the special resolution to implement the share consolidation is expected to lapse and be of no further effect at the time of the Meeting.

    However the EFI Board continues to believe that the share consolidation would be in the best interests of the Corporation and its shareholders under the right circumstances. The EFI Board therefore asks for shareholder approval at the Meeting for the discretion to implement the share consolidation in their discretion for a further one-year period, ending at the Corporation’s Annual Meeting to be held in 2014.

    EFI Shareholders are therefore being asked to consider at the Meeting, and if deemed appropriate, to approve, a special resolution (the “ Share Consolidation Resolution ”) approving an amendment to the Corporation’s articles of incorporation to consolidate the issued and outstanding EFI Common Shares (the “ Share Consolidation ”) on the basis of one (1) post-consolidation EFI Common Share (“ EFI Post-Consolidation Common Share ”) for every ten (10) pre-consolidation EFI Common Shares (the “ Consolidation Ratio ”). No fractional shares will be issued under the Share Consolidation.

    12


    The Share Consolidation is subject to regulatory approval, including approval of the TSX. As a condition to the approval of a consolidation of shares listed for trading on the TSX, the TSX requires, among other things, that the Corporation must meet, post-consolidation, the continued listing requirements contained in Part VII of the TSX Company Manual. Specifically, the Corporation’s securities may be delisted if: (a) the market value of the Corporation’s issued securities is less than $3,000,000 over any period of 30 consecutive trading days; or (b) the market value of the Corporation’s freely-tradable, publicly held securities is less than $2,000,000 over any period of 30 consecutive trading days; or (c) the number of freely-tradable, publicly held securities is less than 500,000; or (d) the number of public security holders, each holding a board lot or more, is less than 150.

    If the Share Consolidation Resolution is approved, the EFI Board will determine when and if the Articles of Amendment giving effect to the Share Consolidation would be filed. No further action on the part of EFI Shareholders would be required in order for the EFI Board to implement the Share Consolidation.

    Notwithstanding approval of the proposed Share Consolidation by EFI Shareholders, the EFI Board, in its sole discretion, may delay implementation of the Share Consolidation or revoke the Share Consolidation Resolution and abandon the Share Consolidation without further approval or action by or prior notice to EFI Shareholders.

    If the EFI Board does not implement the Share Consolidation prior to the next annual meeting of EFI Shareholders to be held in 2014, the authority granted by the special resolution to implement the Share Consolidation on these terms would lapse and be of no further force or effect.

    Reasons for the Share Consolidation
    The EFI Board believes that it is in the best interests of the Corporation to reduce the number of outstanding EFI Common Shares by way of the Share Consolidation.

    The potential benefits of the Share Consolidation to EFI Shareholders include:

    Greater Investor Interest
    A higher EFI Post-Consolidation Common Share price could help generate interest in the Corporation among investors, as a higher anticipated EFI Post-Consolidation Common Share price may meet investing guidelines for certain institutional investors and investment funds that may be prevented under their investing guidelines from investing in the EFI Common Shares at current price levels. In addition, a higher EFI Post-Consolidation Common Share price could result in changes in the price levels of the EFI Common Shares making them less volatile on a percentage basis.

    Reduction of Shareholder Transaction Costs
    Investors may benefit from relatively lower trading costs associated with higher EFI Post-Consolidation Common Share prices. It is likely that many investors pay commissions based on the number of EFI Post-Consolidation Common Shares traded when they buy or sell EFI Post-Consolidation Common Shares. If the EFI Post-Consolidation Common Share price were higher, investors may pay lower commissions to trade a fixed dollar amount than they would if the Post-Consolidation EFI Common Share price were lower.

    Improved Trading Liquidity
    The combination of potentially lower transaction costs and increased interest from investors may ultimately improve the trading liquidity of the EFI Post-Consolidation Common Shares.

    13


    Share Certificates
    No delivery of a certificate evidencing an EFI Post-Consolidation Common Share will be made to an EFI Shareholder until the EFI Shareholder has surrendered the issued certificates representing its pre-consolidation EFI Common Shares. Until surrendered, each certificate formerly representing pre-consolidation EFI Common Shares shall be deemed for all purposes to represent the number of EFI Post-Consolidation Common Shares to which the holder is entitled as a result of the Share Consolidation.

    Non-registered EFI Shareholders holding their EFI Common Shares through a bank, broker, intermediary or other nominee should note that such banks, brokers, intermediaries or other nominees may have various procedures for processing the Share Consolidation. If an EFI Shareholder holds EFI Common Shares with such a bank, broker, intermediary or other nominee and has any questions in this regard, the EFI Shareholder is encouraged to contact its nominee.

    Risks Factors Associated with the Share Consolidation

    Decline in Market Capitalization
    There are numerous factors and contingencies that could affect the pre-consolidation EFI Common Share and EFI Post-Consolidation Common Share prices, including the status of the Corporation’s reported financial results in future periods, and general economic, geopolitical, stock market and industry conditions. Accordingly, the market price of the EFI Post-Consolidation Common Shares may not be sustainable at the direct arithmetic result of the Share Consolidation, and may be lower. If the market price of the EFI Post-Consolidation Common Shares is lower than it was before the Share Consolidation on an arithmetic equivalent basis, the Corporation’s total market capitalization (the aggregate value of all EFI Post-Consolidation Common Shares at the then market price) after the Share Consolidation may be lower than before the Share Consolidation.

    Potential for Adverse Effect on the Liquidity of the EFI Common Shares
    If the Share Consolidation is implemented and the market price of the Post-Consolidation Common Shares declines, the percentage decline may be greater than would occur in the absence of the Share Consolidation. The market price of the EFI Post-Consolidation Common Shares will, however, also be based on the Corporation’s performance and other factors, which are unrelated to the number of EFI Post-Consolidation Common Shares outstanding. Furthermore, the liquidity of the EFI Post-Consolidation Common Shares could be adversely affected by the reduced number of EFI Post-Consolidation Common Shares that would be outstanding after the Share Consolidation.

    No Fractional Shares to be Issued
    No fractional EFI Post-Consolidation Common Shares will be issued in connection with the Share Consolidation and, in the event that an EFI Shareholder would otherwise be entitled to receive a fractional EFI Post-Consolidation Common Share upon the Share Consolidation, such fraction will be rounded down to the nearest whole number.

    The Share Consolidation may result in some EFI Shareholders owning “odd lots” of less than 100 EFI Post-Consolidation Common Shares on a post-consolidation basis. “Odd lots” may be more difficult to sell, or require greater transaction costs per EFI Post-Consolidation Common Share to sell, than EFI Post-Consolidation Common Shares held in “board lots” of even multiples of 100 EFI Post-Consolidation Common Shares.

    Effects of the Share Consolidation on the EFI Common Shares
    The Consolidation Ratio will be the same for all EFI Common Shares. Except for any variances attributable to rounding down fractional shares, the change in the number of issued and outstanding EFI Post-Consolidation Common Shares that will result from the Share Consolidation will cause no change in the capital attributable to the EFI Post-Consolidation Common Shares and will not materially affect any EFI Shareholder’s percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of EFI Post-Consolidation Common Shares.

    14


    In addition, the Share Consolidation will not materially affect any EFI Shareholder’s proportionate voting rights. Each EFI Post-Consolidation Common Share outstanding after the Share Consolidation will have the same rights and privileges as the pre-consolidation Common Shares.

    The principal effect of the Share Consolidation will be that the number of EFI Post-Consolidation Common Shares issued and outstanding will be reduced from 683,179,677 pre-consolidation EFI Common Shares as of December 31, 2012 to approximately 68,317,967 EFI Post-Consolidation Common Shares, pursuant to the Consolidation Ratio. The implementation of the Share Consolidation would not affect the total shareholders’ equity of the Corporation or any components of shareholders’ equity as reflected on the Corporation’s financial statements except: (i) to change the number of issued and outstanding EFI Post-Consolidation Common Shares; and (ii) to change the stated capital of the EFI Post-Consolidation Common Shares to reflect the Share Consolidation.

    Procedure for Implementing the Share Consolidation.
    If the Share Consolidation Resolution is approved by EFI Shareholders and the EFI Board decides to implement the Share Consolidation, the Corporation will file Articles of Amendment with the Director under the Business Corporations Act (Ontario) (the “OBCA”) in the form prescribed by the OBCA to amend the Corporation’s Articles of Incorporation. The Share Consolidation will become effective as specified in the Articles of Amendment and the Certificate of Amendment issued by the Director under the OBCA.

    No Dissent Rights
    Under the OBCA, EFI Shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

    U.S. Federal Income Tax Considerations
    An EFI Shareholder taxable in the U.S. generally will not recognize gain or loss on the Share Consolidation. In general, the aggregate tax basis of the EFI Post-Consolidation Common Shares received will be equal to the aggregate tax basis of the EFI Common Shares exchanged therefor, and the holding period of the EFI Post-Consolidation Common Shares received will include the holding period of the EFI Common Shares exchanged.

    SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

    CIRCULAR 230 WARNING: NOTHING HEREIN MAY BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUS CODE OF 1986, AS AMENDED. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCE FROM AN INDEPENDENT TAX ADVISOR.

    Share Consolidation Resolution
    The text of the Share Consolidation Resolution which will be submitted to EFI Shareholders at the Meeting is set forth in Schedule C attached to this Circular. To be effective the Share Consolidation must be approved by not less than two-thirds (66%) of the votes cast by holders of EFI Common Shares present in person or represented by proxy and entitled to vote at the Meeting. For the reasons indicated above, the EFI Board and management of the Corporation believe that the proposed Share Consolidation is in the best interests of the Corporation and, accordingly, recommend that Shareholders vote for the special resolution approving the Share Consolidation. The persons named in the enclosed form of proxy intend to vote in favour of the Share Consolidation Resolution unless a shareholder has specified in his or her proxy that his or her shares are to be voted against such resolution.

    15


    EXECUTIVE COMPENSATION

    Compensation Discussion and Analysis

    EFI has a Governance, Nominating and Compensation Committee (the “ Governance Committee ”), which is made up of four directors, being J. Birks Bovaird, Mark E. Goodman, Bruce D. Hansen, and Richard Patricio, each of whom is independent. Mr. Hansen has direct educational and work experience that is relevant to his responsibilities in executive compensation. The Governance Committee has been delegated the task of reviewing the performance of EFI’s management and advisors from time to time, and recommending compensation awards or adjustments. The ultimate decision on these issues rests with the EFI Board, taking into consideration the Governance Committee’s recommendations, corporate and individual performance, and industry standards. The experience of EFI Board and committee members who are also involved as management of, or board members or advisors to, other companies also informs decisions concerning compensation; however no formal objectives, criteria or analysis is used.

    Objectives of the Compensation Program
    The objectives of EFI’s compensation programs are to attract and retain the best possible executives and to motivate the executives to achieve goals consistent with EFI’s business strategy. The compensation program is designed to reward executives for achieving these goals.

    Elements of Compensation
    The compensation practices are flexible, entrepreneurial and geared to meeting the requirements of the individual and hence securing the best possible talent to manage EFI. During 2012 there were three key elements used to compensate the Named Executive Officers (“ NEOs ”), consisting of: (i) base salary, (ii) bonuses, and (iii) long-term incentives in the form of stock options.

    Determination of Compensation
    Base Salaries
    Base salary is a fixed component of pay that compensates executives for fulfilling their roles and responsibilities and aids in attracting and retaining qualified executives. Base compensation for the NEOs is generally fixed by the Governance Committee at its regularly scheduled meeting in December of each year for the following year. Increases or decreases in base salary or consulting fees on a year-over-year basis are dependent on the Governance Committee’s assessment of the performance of EFI overall, EFI’s projects and the particular individual’s contributions. The Governance Committee is free to set salary at any level it deems appropriate. In fixing salaries, the Governance Committee is generally mindful of its overall goal to keep cash compensation for its executive officers within the range of cash compensation paid by benchmark companies of similar size and industry.

    Bonuses
    Along with the establishment of competitive base salaries and long-term incentives, one of the objectives of the executive compensation strategy is to encourage and recognize strong levels of performance by linking achievement by EFI of such specific objectives and the overall performance of the NEO, and in particular the contribution of the NEO, to the objective of maximizing value for EFI’s shareholders, as determined in the sole discretion of the EFI Board with input from the CEO of EFI. The bonus in respect of each financial year of EFI may be paid in one or more instalments, as determined by the EFI Board or as mutually agreed between EFI and the NEO. The bonus for the CEO and the bonus pool for the NEOs and other executives for each such financial year are approved by the EFI Board, based on the overall financial performance of the Corporation and the achievement of objective measures and individual performance as described under “Performance Goals.”

    16


    Long-Term Incentives - Stock Options
    EFI relies on the grant of stock options to align management’s interest with shareholder value. Grant ranges are established independently each time grants of stock options are made to provide competitive long-term incentive value, with significant recognition of contribution and potential of the individual. The options have a 5 year term and, under the existing 2007 stock option plan (the “ EFI Option Plan ”), an exercise price not to exceed the closing price of EFI Common Shares on the TSX for the trading day prior to the date of grant. For more information on the EFI Option Plan see “ Securities Authorized for Issuance under Equity Compensation Plans ”.

    When determining the number of stock options to be granted to an executive officer, the Governance Committee takes into account the number and terms of EFI Options previously granted to the executive officer. The Governance Committee considers option compensation granted by similar companies to executives with similar responsibilities, comparing such option grants on the basis of the percentage they represent of total shares outstanding rather than the absolute number of such options. Options granted to NEOs may be made subject to specific vesting requirements which may include vesting over a particular period.

    Performance Goals

    Performance goals of the NEOs apply in determining base salary increases, bonus awards, and the number of stock option awards. These goals are subjective and, therefore, subject to discretion by the Governance Committee and the EFI Board. The following are summaries of the key performance goals and expectations applicable to the NEOs during 2012:

    (a)

    President and Chief Executive Officer (“ CEO ”)

    (i)

    Implement the strategic goals and objectives of EFI.

    (ii)

    Increase shareholder value.

    (iii)

    Raise and maintain EFI’s profile within the investment community.

    (iv)

    Provide direction and leadership toward the achievement of EFI’s philosophy, mission, strategy, and annual goals and objectives.

    (v)

    Assume full responsibility for the day to day operations of EFI.

    (vi)

    Implement day-to-day operations of EFI, including evaluating, acquiring and developing properties, projects and professional talent.

    (vii)

    Ensure adequate funding exists to carry on business plans as approved by the EFI Board.

    (viii)

    Ensure that EFI continues to emphasize a culture of personnel safety, professionalism and environmental stewardship.

    (ix)

    Assist in enabling the EFI Board to fulfill governance responsibilities.

         
    (b)

    Chief Financial Officer (“ CFO ”)

    (i)

    As requested by the CEO, contribute to the development and achievement of strategic objectives for the Corporation.

    (ii)

    Along with the CEO, increase shareholder value.

    (iii)

    Oversee the financial planning and budgeting processes for the Corporation.

    17



    (iv)

    Oversee the preparation of the Corporation’s financial statements and Management’s Discussion and Analysis (“ MDA ”).

    (v)

    Along with the CEO, play a key role in executing public and private market capital raising initiatives.

    (vi)

    Play a prominent role in the Corporation’s investor relations activities.

    (vii)

    Assist the CEO with the identification, negotiation and execution of mergers and acquisitions and similar transactions.

    (viii)

    Play an integral role, along with the CEO in developing and maintaining relationships with investment banking firms and potential lenders.

         
    (c)

    Senior Vice President, Controller and Chief Accounting Officer

    (i)

    Lead the preparation of the Corporation’s financial statements, MDA and other required financial disclosure documents.

    (ii)

    Lead the preparation of all financial analyses for management reporting purposes.

    (iii)

    Coordinate all audits and reviews by the Corporation’s auditors.

    (iv)

    Coordinate the preparation and filing of all of the Corporation’s tax returns.

    (v)

    Ensure the appropriate design, implementation and function of the Corporation’s internal controls.

    (vi)

    Manage the day-to-day treasury operations of the Corporation.

    (vii)

    Manage the Corporation’s accounting and finance team, as well as manage general office activities including Information Technology.

    (viii)

    Work with the CFO in the financial planning and budgeting process and as requested with other financial and accounting matters.

         
    (d)

    Executive Vice President and Chief Operating Officer (“ COO ”)

    (i)

    Oversee all EFI operations in accordance with directions from the CEO.

    (ii)

    Monitor production and operational costs against approved budgets.

    (iii)

    Ensure EFI operations are in full compliance with all licenses, permits, regulations and laws.

    (iv)

    Set operational and performance goals for each area that are aggressive, achievable and tied to long-term EFI objectives.

    (v)

    Ensure employees are motivated, rewarded appropriately, and have potential for advancement.

    (vi)

    Maintain a culture of safety as a top priority.

    (vii)

    Take charge in high priority crises.

         
    (e)

    Vice President, Mining

    (i)

    Oversee all areas of mining operations in accordance with directions from the COO.

    (ii)

    Ensure all mining operations are conducted safely.

    (iii)

    Ensure all mining operations are in full compliance with all licenses, permits, regulations and laws.

    (iv)

    Monitor mining activities and operational costs against budgets.

    (v)

    Set production targets for all mining activities.

    (vi)

    Provide input into permitting and project management.

    (vii)

    Oversee the management of all external contracts.

         
    (f)

    Senior Vice President, Marketing and Sales

    (i)

    Develop the overall corporate marketing plan and strategy for EFI, consistent with operational and financial conditions and capabilities.

    18



      (ii)

    Maintain EFI’s presence in the marketplace for both uranium and vanadium, both domestically and internationally.

      (iii)

    Identify and pursue opportunities for additional sales, and develop bidding strategies and plans.

      (iv)

    Negotiate contracts for new sales.

      (v)

    Oversee compliance with and administration of all market-related contracts and purchase orders.

      (vi)

    Manage marketing department support consultants.

    The Governance Committee considers the implications of risks associated with compensation policies and practices by working closely with the CEO. The CEO is tasked with ensuring that fair and competitive practices are followed regarding employee compensation at all levels of the Corporation, that the compensation practices do not encourage an NEO or individual at a principal business unit or division to take inappropriate or excessive risk or that are reasonably likely to have a material adverse effect on EFI, and that compensation policies and practices include regulatory, environmental compliance and sustainability as part of the performance metrics used in determining compensation.

    EFI does not currently have a policy that restricts NEOs and directors from purchasing financial instruments which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

    Change of Control
    The events that trigger payment to an NEO on account of a change of control are negotiated and documented in each employment contract or letter of understanding. These benefits attempt to balance the protection of the employee upon a change of control with the preservation of the executive base in the event such a change of control occurs. As noted below under the heading “ Termination and Change of Control Benefits ”, there are certain circumstances that trigger payment, vesting of stock options, or the provision of other benefits to an NEO upon termination and change of control.

    Performance Graph
    The following graph compares the total cumulative shareholder return for Cdn$100 invested in EFI Common Shares on September 30, 2007 with the total return of the S&P/TSX Composite GIC (Diversified Metals and Mining) Index for the five most recently completed financial years (assuming reinvestment of dividends). EFI Common Shares are listed for trading on the TSX under the symbol “EFR”. Prior to March 19, 2007, the EFI Common Shares were listed and traded on the TSX Venture Exchange.

    19



      2008 2009 2010 2011 2012
    Energy Fuels Inc. C$0.48 C$0.35 C$0.36 C$0.25 C$0.20
    Value of C$100 Investment C$27.62 C$20.35 C$20.93 C$14.53 C$11.63
    S&P/TSX Composite GICS
    (Diversified Metals & Mining)
    4,824.87
    7,649.65
    10,117.50
    7,485.06
    7,945.13
    Value of C$100 Investment C$60.45 C$95.84 C$126.76 C$93.78 C$99.54

    EFI’s compensation to executive officers has generally increased during the five most recently completed financial years. The total cumulative shareholder return for an investment in EFI Common Shares has decreased over the same period. Executive compensation has increased in part due to the competition among organizations operating in the natural resources sector to attract and retain the best possible executives.

    Option Based awards
    The EFI Option Plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of EFI. In determining the number of options to be granted to the executive officers, the EFI Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX, and closely align the interests of the executive officers with the interests of shareholders.

    The Governance Committee has the responsibility to administer the compensation policies related to the executive management of EFI, including option-based awards.

    20


    Summary Compensation Table

    The following table sets forth the compensation awarded, paid to or earned by the NEOs of EFI for the fiscal years ended September 30, 2012, 2011 and 2010. With the exception of Mr. Moylan whose compensation is paid in Canadian dollars, the compensation of the NEOs is paid and reported in United States dollars.





    Name and
    Principal Position





    Year




    Salary
    ($)


    Share-
    Based
    Awards
    ($)


    Option-
    Based
    Awards
    ($) (1)
    Non-Equity Incentive
    Plan Compensation ($)



    Pension
    Value
    ($)



    All Other
    Compensation
    ($) (2)



    Total
    Compensation
    ($)

    Annual
    Incentive
    Plans
    Long-
    Term
    Incentive
    Plans
    Stephen P. Antony,
    President & Chief
    Executive Officer
    2012
    2011
    2010
    253,205
    259,616
    226,604
    Nil
    Nil
    Nil
    362,168
    116,145
    73,157
    125,000
    100,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    7,596
    Nil
    Nil
    747,969
    475,761
    299,761
    Graham G.
    Moylan (3)(4)
    Chief Financial
    Officer
    2012
    2011
    2010
    21,179
    Nil
    Nil
    Nil
    Nil
    Nil
    176,921
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    198,100
    Nil
    Nil
    Jeffrey L. Vigil (5)
    Sr. VP, Controller
    and Chief
    Accounting Officer
    (Former Chief
    Financial Officer)
    2012
    2011
    2010


    157,800
    158,769
    149,561


    Nil
    Nil
    Nil


    155,986
    46,093
    11,907


    34,000
    35,000
    Nil


    Nil
    Nil
    Nil


    Nil
    Nil
    Nil


    4,734
    Nil
    Nil


    352,520
    239,862
    161,468


    Harold R. Roberts (6)
    Executive VP &
    Chief Operating
    Officer
    2012
    2011
    2010
    222,504
    200,684
    194,769
    Nil
    Nil
    Nil
    74,211
    144,727
    Nil
    37,100
    47,100
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    4,421
    4,970
    5,375
    338,236
    397,481
    200,143
    Philip G. Buck (6)(7)
    VP Mining of
    Energy Fuels
    Resources (USA)
    Inc.
    2012
    2011
    2010

    219,271
    199,624
    193,784

    Nil
    Nil
    Nil

    43,290
    142,629
    Nil

    80,300
    40,200
    Nil

    Nil
    Nil
    Nil

    Nil
    Nil
    Nil

    6,740
    5,396
    3,976

    349,601
    387,849
    199,760

    Gary R. Steele,
    Sr. VP Marketing
    and Sales
    2012
    2011
    2010
    139,307
    137,307
    108,038
    Nil
    Nil
    Nil
    155,986
    46,093
    11,907
    25,000
    23,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    4,179
    Nil
    Nil
    324,472
    206,400
    119,945

    (1)

    The fair value of each option award granted at the time of the grant was calculated using the Black-Scholes option-pricing model. For the assumptions made in calculating the fair value of these options, see “Note 16 – Share-Based Payments” to EFI’s financial statements for the fiscal year ended September 30, 2012. Option fair values were calculated in Canadian dollars and converted into US dollars using an average annual exchange rate of: (i) Cdn$1 to US$1.0074 for 2012; (ii) Cdn$1 to US$0.9867 for 2011; and (iii) Cdn$1 to US$1.0407 for 2010.

       
    (2)

    These amounts represent retirement savings benefits contributed by the Corporation.

       
    (3)

    As Mr. Moylan is a resident of Canada, his compensation is paid in Canadian dollars. The amounts relating to his compensation have been converted into US dollars using an average annual exchange rate of Cdn$1 to US$1.0074 for 2012.

       
    (4)

    Mr. Moylan was appointed as CFO in September 2012. His salary indicated above represents salary for the month of September 2012.

    21



    (5)

    Mr. Vigil was CFO of the Corporation until September 2012. In September 2012 he was appointed Sr. Vice President, Controller and Chief Accounting Officer.

       
    (6)

    Messrs. Roberts and Buck were employed by the Corporation’s subsidiary both before and subsequent to the acquisition of the subsidiary from Denison Mines Corp. Compensation for the entire year, which was paid by the subsidiary, is included even though the subsidiary was acquired by the Corporation on June 29, 2012.

       
    (7)

    Mr. Buck is Vice President, Mining of Energy Fuels Resources (USA) Inc., EFI’s operating subsidiary in the United States.

    Incentive Plan Awards

    The table below shows the number of stock options outstanding for each NEO and their value at September 30, 2012 based on the last trade of EFI Common Shares on the TSX prior to the close of business on September 30, 2012 of $C0.20.

    Outstanding Share-Based Awards and Option-Based Awards








    Name
    Option-Based Awards                 Share-Based Awards


    Number of
    Securities
    Underlying
    Unexercised
    Options



    Option
    Exercise
    Price
    (C$) (1)





    Option Expiration
    Date



    Value of
    Unexercised In-the-
    Money Options
    ($)


    Number of
    Shares or Units
    of Shares that
    Have Not Vested
    (#)
    Market or
    Payout Value of
    Share-Based
    Awards that
    Have Not
    Vested
    ($)
    Stephen P. Antony





    200,000
    100,000
    150,000
    300,000
    300,000
    960,000
    1,000,000
    2.25
    0.35
    0.35
    0.20
    0.51
    0.31
    0.23
    1/8/2013
    2/4/2014
    10/22/2014
    7/13/2015
    4/13/2016
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Graham G.
    Moylan
    600,000
    625,000
    0.23
    0.23
    9/1/2017
    9/1/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Jeffrey L. Vigil



    100,000
    100,000
    120,000
    300,000
    600,000
    0.35
    0.20
    0.51
    0.31
    0.23
    7/17/2014
    7/13/2015
    4/13/2016
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Harold R. Roberts 600,000 0.23 8/13/2017 Nil Nil Nil
    Philip G. Buck 350,000 0.23 8/13/2017 Nil Nil Nil
    Gary R. Steele



    100,000
    100,000
    120,000
    300,000
    600,000
    0.35
    0.20
    0.51
    0.31
    0.23
    7/17/2014
    7/13/2015
    4/13/2016
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil

    (1) The options were granted and are reported in Canadian dollars.

    22


    Incentive Plan Awards – Value Vested or Earned During the Year




    Name

    Option-Based Awards – Value
    Vested During the Year
    ($)
    Share-Based Awards –
    Value Vested During the
    Year
    ($)
    Non-Equity Incentive Plan
    Compensation – Value Earned
    During the Year
    ($)
    Stephen P. Antony Nil Nil 125,000
    Graham G. Moylan Nil Nil Nil
    Jeffrey L. Vigil Nil Nil 34,000
    Harold R. Roberts Nil Nil 37,100
    Philip G. Buck Nil Nil 80,300
    Gary R. Steele Nil Nil 25,000

    Pension Plan Benefits

    EFI does not provide defined pension plan benefits to its directors or officers.

    Termination and Change of Control Benefits

    EFI has employment agreements or letters of understanding with each of the NEOs.

    Stephen P. Antony
    In the event of the termination of Mr. Antony’s employment without cause or upon a change of control of EFI, Mr. Antony will be entitled to receive all outstanding base salary and vacation accrued to date of termination and a lump sum payment equal to two and one-half times his base salary, plus two and one-half times the amount of his highest annual performance bonus paid for any fiscal year beginning October 1, 2007. In the event of death or disability, Mr. Antony is entitled to receive all outstanding base salary and vacation accrued, plus payment of his base salary, either in a lump sum payment in the event of death or, in the event of a disability, over a period of twelve months thereafter. The effective term of Mr. Antony’s employment agreement is October 1, 2012 through September 30, 2015.

    The estimated additional payment to Mr. Antony in the case of termination without cause, or upon a change of control, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, is $1,212,500.

    Graham G. Moylan
    In the event Mr. Moylan’s employment is terminated without just cause, Mr. Moylan is entitled to termination pay in an amount equivalent to what he would have received in compensation and benefits for the twelve months following the date on which he was given written notification of termination, on the basis that Mr. Moylan’s bonus entitlement during such twelve month period shall be the greater of (a) the average of the annual bonus payments provided to him during his three preceding years of employment, and (b) 15% of his base salary. The estimated additional payment to Mr. Moylan in the case of such a termination, assuming that the termination took place on the last business day of EFI’s most recently completed financial year, is $355,800 (based on an exchange rate of C$1.00 to US$1.0166 as of September 30, 2012).

    Further, in the event of a change of control, Mr. Moylan may elect to terminate his employment with EFI unilaterally within thirty days of the occurrence of the change of control. If his employment is so terminated, EFI will pay Mr. Moylan all outstanding base salary and vacation pay accrued to the effective date of termination and will provide a lump sum payment equal to two times his base salary plus two times the amount of the highest annual performance bonus paid to him. The estimated additional payment to Mr. Moylan in the case of termination upon a change of control, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, is $635,356 (based on an exchange rate of C$1.00 to US$1.0166 as of September 30, 2012).

    23


    Jeffrey L. Vigil
    In the event of a change of control, Mr. Vigil may elect to terminate his employment with EFI unilaterally within thirty days of the occurrence of the change of control. If his employment is so terminated, EFI will pay Mr. Vigil all outstanding base salary and vacation pay accrued to the effective date of termination and will provide a lump sum payment equal to one and one-half times his base salary plus one and one-half times the amount of the highest annual performance bonus paid to him. The estimated additional payment to Mr. Vigil in the case of termination upon a change of control, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, is $337,500.

    Harold R. Roberts
    In the event Mr. Roberts is laid off prior to June 30, 2013, he will be entitled to severance pay in an amount equal to six months of his base salary at the time of layoff plus the greater of (a) one half times any bonus received between July 1, 2012 and the time of layoff, or (b) fifteen percent of his current base salary at the time of layoff. In the event Mr. Roberts is laid off from July 1, 2013 forward, he will be entitled to severance pay in an amount equal to twelve months of his base salary at the time of layoff plus the greater of (a) one times any bonus received between July 1, 2012 and the time of layoff, or (b) fifteen percent of his current base salary at the time of layoff. The estimated additional payment to Mr. Roberts in the case of a layoff prior to June 30, 2013 and a layoff from July 1, 2013 forward, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, are $173,150 and $272,100, respectively.

    Further, in the event that within 6 months after a change of control, Mr. Roberts is terminated by EFI or its successor, or elects to resign for Good Reason (defined to include a material reduction or diminution in the level of responsibility, a reduction in the compensation level of more than 15% or a proposed, forced relocation to another geographic region), EFI will pay Mr. Roberts all outstanding base salary and vacation pay accrued to the effective date of termination and will provide a lump sum payment equal to one and one-half times his base salary plus one and one-half times the amount of the highest annual performance bonus paid to him. The estimated additional payment to Mr. Roberts in the case of termination upon a change of control, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, is $423,150.

    Philip G. Buck
    In the event Mr. Buck is laid off, he will be entitled to severance pay in an amount equal to three months of his base salary at the time of layoff. The estimated additional payment to Mr. Buck in the case of a layoff, assuming that the layoff took place on the last business day of EFI’s most recently completed financial year, is $57,500.

    Further, in the event that within 6 months after a change of control, Mr. Buck is terminated by EFI or its successor, or elects to resign for Good Reason (defined to include a material reduction or diminution in the level of responsibility, a reduction in the compensation level of more than 5% or a proposed, forced relocation to another geographic region), EFI will pay Mr. Buck all outstanding base salary and vacation pay accrued to the effective date of termination and will provide a lump sum payment equal to one times his base salary plus one times the amount of the highest annual performance bonus paid to him. The estimated additional payment to Mr. Buck in the case of termination upon a change of control, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, is $310,300.

    24


    Gary R. Steele
    In the event of a change of control, Mr. Steele may elect to terminate his employment with EFI unilaterally within thirty days of the occurrence of the change of control. If his employment is so terminated, EFI will pay Mr. Steele all outstanding base salary and vacation pay accrued to the effective date of termination and will provide a lump sum payment equal to one and one-half times his base salary plus one and one-half times the amount of the highest annual performance bonus paid to him. The estimated additional payment to Mr. Steele in the case of termination upon a change of control, assuming that the triggering event took place on the last business day of EFI’s most recently completed financial year, is $322,500.

    Director Compensation

    Director Compensation Table
    EFI’s policy with respect to directors’ compensation was developed by the Governance Committee. The following table sets forth the compensation awarded, paid to or earned by the directors of EFI during the most recently completed fiscal year ended September 30, 2012. Directors of EFI who are also officers or employees of EFI are not compensated for service on the EFI Board, therefore no fees are payable to Stephen P. Antony for his service as a director of EFI.






    Name



    Fees
    Earned
    ($) (1)


    Share-
    Based
    Awards
    ($)


    Option-
    Based
    Awards
    ($) (2)
    Non-Equity
    Incentive
    Plan
    Compensatio n
    ($)



    Pension
    Value
    ($)


    All Other
    Compensat
    ion
    ($)




    Total
    ($)
    J. Birks Bovaird 63,778 Nil 228,874 Nil Nil Nil 292,652
    Paul A. Carroll 29,780 Nil 228,874 Nil Nil Nil 258,654
    W. Robert Dengler (6) 4,467 Nil 148,898 Nil Nil Nil 153,365
    Larry Goldberg (3) 21,590 Nil 228,874 Nil Nil Nil 250,464
    Mark E. Goodman 34,247 Nil 228,874 Nil Nil Nil 263,121
    Bruce D. Hansen 52,250 Nil 228,874 Nil Nil Nil 281,124
    Ron F. Hochstein (6) 2,978 Nil 148,898 Nil Nil Nil 151,876
    Sheldon Inwentash (5) 17,868 Nil 283,820 Nil Nil Nil 301,688
    Robert J. Leinster (3) 14,890 Nil 26,659 Nil Nil Nil 41,549
    Douglas McIntosh (4) 9,678 Nil 26,659 Nil Nil Nil 36,337
    Richard Patricio (4) 23,824 Nil 278,771 Nil Nil Nil 302,595

    (1)

    Except for Mr. Hansen (a US director), directors’ compensation was paid in Canadian dollars. The amounts relating to such directors’ compensation have been converted into US dollars using an average annual exchange rate of Cdn$1 to US$1.0074 for 2012.

    (2)

    The fair value of each option award granted at the time of the grant was calculated using the Black-Scholes option-pricing model. For the assumptions made in calculating the fair value of options, see “Note 16 – Share-Based Payments” to EFI’s financial statements for the fiscal year ended September 30, 2012. Option fair values were calculated in Canadian dollars and converted into US dollars using an average annual exchange rate of Cdn$1 to US$1.0074 for 2012.

    (3)

    Mr. Goldberg replaced Robert Leinster as a Director in February 2012.

    (4)

    Mr. Patricio replaced Douglas McIntosh as a Director in February 2012.

    (5)

    Mr. Inwentash was appointed as a Director in February 2012.

    (6)

    Messrs. Dengler and Hochstein were appointed as Directors in July 2012.

    Retainer and Meeting Fees

    EFI’s director compensation program is designed to enable EFI to attract and retain highly qualified individuals to serve as directors. In fiscal 2012, directors’ compensation, which is paid only to non-employee directors, consisted of:

    25


    Incentive Plan Awards

    The table below shows the number of stock options outstanding for each director and their value at September 30, 2012 based on the last trade of the EFI Common Shares on the TSX prior to the close of business on September 30, 2012 of Cdn$0.20.

    Outstanding Share-Based Awards and Option-Based Awards








    Name
    Option-Based Awards             Share-Based Awards


    Number of
    Securities
    Underlying
    Unexercised
    Options



    Option
    Exercise
    Price
    (C$) (5)




    Option
    Expiration
    Date


    Value of
    Unexercised
    In-the-Money
    Options
    ($)

    Number of
    Shares or Units
    of Shares that
    Have Not
    Vested
    ($)
    Market or
    Payout Value
    of Share-Based
    Awards that
    Have Not
    Vested
    ($)
    J. Birks Bovaird
    (Chair)



    100,000
    100,000
    150,000
    100,000
    360,000
    1,000,000
    2.25
    0.35
    0.30
    0.51
    0.31
    0.23
    1/8/2013
    2/4/2014
    8/5/2015
    4/16/2016
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Paul A. Carroll


    150,000
    200,000
    360,000
    1,000,000
    0.30
    0.51
    0.31
    0.23
    8/5/2015
    4/16/2016
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    W. Robert Dengler (4) 1,000,000 0.23 8/27/2017 Nil Nil Nil
    Larry Goldberg (1)
    360,000
    1,000,000
    0.31
    0.23
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Mark E. Goodman


    150,000
    100,000
    360,000
    1,000,000
    0.30
    0.51
    0.31
    0.23
    8/5/2015
    4/16/2016
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Bruce D. Hansen




    100,000
    100,000
    150,000
    100,000
    360,000
    1,000,000
    2.25
    0.35
    0.30
    0.51
    0.31
    0.23
    1/8/2013
    2/4/2914
    8/5/2015
    4/16/2016
    3/7/2017
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Ron F. Hochstein (4)

    1,000,000

    0.23

    8/27/2017

    Nil

    Nil

    Nil
    Sheldon Inwentash (3)
    340,000
    1,000,000
    0.86
    0.23
    3/7/2016
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Robert J. Leinster (1)



    100,000
    100,000
    150,000
    100,000
    120,000
    2.25
    0.35
    0.30
    0.51
    0.31
    1/8/2013
    2/4/2014
    8/5/2015
    4/16/2016
    3/7/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil

    26










    Name
    Option-Based Awards             Share-Based Awards


    Number of
    Securities
    Underlying
    Unexercised
    Options



    Option
    Exercise
    Price
    (C$) (5)




    Option
    Expiration
    Date


    Value of
    Unexercised
    In-the-Money
    Options
    ($)

    Number of
    Shares or Units
    of Shares that
    Have Not
    Vested
    ($)
    Market or
    Payout Value
    of Share-Based
    Awards that
    Have Not
    Vested
    ($)
    Douglas McIntosh (2)



    100,000
    100,000
    150,000
    100,000
    120,000
    2.25
    0.35
    0.30
    0.51
    0.31
    1/8/2013
    2/4/2014
    8/5/2015
    4/16/2016
    3/7/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Richard Patricio (2)


    360,000
    136,000
    170,000
    1,000,000
    0.31
    0.39
    0.86
    0.23
    3/7/2017
    3/7/2015
    3/7/2016
    8/27/2017
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil

    (1)

    Mr. Goldberg replaced Robert Leinster as a Director in February 2012.

    (2)

    Mr. Patricio replaced Douglas McIntosh as a Director in February 2012.

    (3)

    Mr. Inwentash was appointed as a Director in February 2012.

    (4)

    Messrs. Dengler and Hochstein were appointed as Directors in July 2012.

    (5)

    The options were granted and are reported in Canadian dollars.

    Incentive Plan Awards – Value Vested or Earned During the Year




    Name
    Option-Based Awards –
    Value Vested During the
    Year
    ($)
    Share-Based Awards –
    Value Vested During the
    Year
    ($)
    Non-Equity Incentive Plan
    Compensation – Value
    Earned During the Year
    ($)
    J. Birks Bovaird Nil Nil Nil
    Paul A. Carroll Nil Nil Nil
    W. Robert Dengler Nil Nil Nil
    Larry Goldberg Nil Nil Nil
    Mark E. Goodman Nil Nil Nil
    Bruce D. Hansen Nil Nil Nil
    Ron F. Hochstein Nil Nil Nil
    Sheldon Inwentash Nil Nil Nil
    Robert J. Leinster Nil Nil Nil
    Douglas McIntosh Nil Nil Nil
    Richard Patricio Nil Nil Nil

    Securities Authorized For Issuance Under Equity Compensation Plans

    The following table provides information as of September 30, 2012, concerning options outstanding pursuant to the current EFI Option Plan, which has been approved by the shareholders of EFI:




    Plan Category

    Number of Common Shares
    to be issued upon exercise
    of outstanding options
    Weighted-average
    exercise price of
    outstanding options
    (C$)

    Number of Common Shares
    remaining available for future
    issuance under the EFI Option Plan
    EFI Option Plan 30,556,000 $0.33 37,409,211
    Magnum Replacement Options 481,800 $0.45 Nil

    27


    EFI Stock Option Plan
    The EFI Option Plan was established by the directors on February 24, 2003 and first approved by EFI Shareholders on July 8, 2003. The EFI Option Plan was re-approved by EFI Shareholders on June 13, 2005, and again on May 26, 2006. At an annual and special meeting of EFI Shareholders on May 16, 2007, the 2007 Amended and Restated Stock Option Plan was approved, which reflected certain amendments to the EFI Option Plan so as to remove provisions that were required when EFI was listed on the TSX-V, but were no longer required after EFI became listed on the TSX in March 2007. The EFI Option Plan was ratified by EFI Shareholders at the annual and special meeting of EFI Shareholders on March 10, 2010. On January 25, 2013, the EFI Board approved an amended and restated stock option plan (the “ Amended Plan ”), which incorporates amendments and updates to the EFI Option Plan, to update the plan to meet current industry practices. At the Meeting, EFI Shareholders will be asked to consider and approve the Amended Plan. A summary of the terms of the Amended Plan is set out above under “ Approval of 2013 Amended and Restated Stock Option Plan and Unallocated Options ”.

    Magnum Replacement Options
    The Corporation issued 2,028,000 stock options of the Corporation pursuant to the acquisition of Magnum Uranium Corp. (“ Magnum ”) on June 30, 2009 to the holders of options granted pursuant to the Magnum 2009 Option Plan. All of the options were exercisable at the date of acquisition, with an exercise price of $0.45 per share. No further stock options will be granted pursuant to the Magnum 2009 Option Plan. The options have varying expiry dates with the last options expiring in November 2012.

    AUDIT COMMITTEE DISCLOSURE

    EFI is required to have an audit committee. The following directors, all of whom are independent directors, are currently members of EFI’s Audit Committee: Paul A. Carroll, Larry Goldberg, Mark E. Goodman, and Bruce D. Hansen. Bruce D. Hansen is the Chair of the Audit Committee.

    Additional information regarding EFI’s Audit Committee, its members and charter, as well as information concerning auditor compensation, is set out in EFI’s Annual Information Form which may be found on SEDAR at www.sedar.com.

    CORPORATE GOVERNANCE DISCLOSURE

    In accordance with National Instrument 58-101, information on EFI’s corporate governance practices is set out in Schedule A to this Circular.

    INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

    No person who has been a director or executive officer of EFI at any time since the beginning of its last completed financial year or any associate of any such director or executive officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Circular.

    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    Except as disclosed herein, no insider of EFI or proposed nominee for election as director or any of their associates or affiliates has any material interest in any transactions involving EFI since the commencement of the last financial year or in any proposed transaction which has materially affected or would affect EFI.

    28


    INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

    During the most recently completed financial year, other than routine indebtedness as defined under Canadian securities laws, no director or executive officer of EFI, no proposed nominee for election as a director of EFI and no associate of any such director, executive officer or proposed nominee: (a) is, or at any time since the beginning of the most recently completed financial year has been, indebted to EFI or any of its subsidiaries, and (b) has any indebtedness to another entity that is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by EFI or any of its subsidiaries.

    ADDITIONAL INFORMATION

    Additional information relating to EFI may be found on SEDAR at www.sedar.com. Financial information is provided in EFI’s comparative financial statements and MDA for its most recently completed financial year which are available on SEDAR or can be received upon written request to EFI at 225 Union Blvd., Suite 600, Lakewood, Colorado, USA 80228.

    DIRECTORS’ APPROVAL

    The board of directors of EFI has approved the contents and the sending of this Circular.

    DATED at Lakewood, Colorado, USA this 25 th day of January, 2013.

    29


    SCHEDULE A

    CORPORATE GOVERNANCE DISCLOSURE

    The board of directors (the “ EFI Board ”) of Energy Fuels Inc. (“ EFI ”) is currently comprised of ten directors. Nine of the ten directors are considered by the EFI Board to be independent within the meaning of Canadian securities laws. A director is considered to be unrelated and independent by the EFI Board if the EFI Board determines that the director has no direct or indirect material relationship with EFI. A material relationship is a relationship that could, in the view of the EFI Board, be reasonably expected to interfere with the exercise of the director’s judgment independent of management. Stephen P. Antony is not an independent director as he is the President and Chief Executive Officer (“ CEO ”) of EFI. Each of the remaining directors, namely, J. Birks Bovaird, Paul A. Carroll, W. Robert Dengler, Larry Goldberg, Mark E. Goodman, Bruce D. Hansen, Ron F. Hochstein, Sheldon Inwentash and Richard Patricio are independent directors of EFI. A majority of the directors of EFI are independent as defined in Section 1.2(1) of National Instrument 58-101. Mr. Inwentash is not standing for re-election at the meeting.

    A number of directors of EFI are also directors of other reporting issuers. See “ Particulars of Matters to be Acted Upon at the Meeting – Election of Directors ” in EFI’s Management Information Circular dated January 25, 2013.

    The Chair of the Board of EFI, J. Birks Bovaird, is not a member of management and is an unrelated and independent director. One of his principal responsibilities is to oversee the EFI Board processes so that it operates efficiently and effectively in carrying out its duties and to act as a liaison between the EFI Board and management.

    The independent directors of the EFI Board are encouraged by the executive directors to hold private sessions, as such independent directors deem necessary in the circumstances. In the fiscal year ended September 30, 2012, the non-executive directors held separate in camera sessions following three EFI Board meetings, and had informal discussions from time to time.

    The EFI Board held a total of 21 meetings during the period commencing October 1, 2011 and ending September 30, 2012. The following table shows the number of EFI Board meetings each director attended in the most recently completed financial year.


    Name
    Number of Board
    Meetings Held While
    a Director
    Number of Board
    Meetings Attended
    J. Birks Bovaird 21 21
    Stephen P. Antony 21 21
    Paul A. Carroll 21 19
    W. Robert Dengler (1) 4 4
    Larry Goldberg (2) 15 15
    Mark E. Goodman 21 20
    Bruce D. Hansen 21 20
    Ron F. Hochstein (1) 4 3
    Sheldon Inwentash (2) 15 7
    Richard Patricio (2) 15 15

      (1)

    Appointed to the Board in July 2012

      (2)

    Appointed to the Board in February 2012

    A1


    Board Mandate

    The EFI Board’s mandate is set out in the Governance Manual of EFI as approved by the EFI Board. The EFI Board is responsible, directly and through its committees, for the supervision of the management of the business and affairs of EFI. The EFI Board seeks to ensure the viability and long-term financial strength of EFI and the creation of enduring shareholder value. In pursuing these objectives, the EFI Board will have regard to the best interests of shareholders and EFI and to the needs of its other stakeholders, including the needs of the communities in which EFI conducts its business and the needs of its employees and suppliers.

    To assist the EFI Board in the implementation of its mandate, it delegates some of its responsibility to committees. The EFI Board reviews and approves the structure, mandate and composition of its committees. It also receives and reviews periodic reports of the activities and findings of those committees.

    The EFI Board selects and appoints EFI’s President and CEO and, through him, other officers and senior management to whom the EFI Board delegates certain of its power of management. The EFI Board approves strategy, sets targets, performance standards and policies to guide them; monitors and advises management; sets their compensation and, if necessary, replaces them.

    The EFI Board reviews and approves, for release to shareholders, quarterly and annual reports on the performance of EFI. It reviews material public communications and seeks to ensure that EFI communicates effectively with its shareholders and other stakeholders. The EFI Board has procedures in place to ensure effective communication between EFI, its shareholders, respective investors and the public, including the dissemination of information on a regular and timely basis. The CEO has dedicated a portion of his time to communicate with shareholders and prospective investors. Through its officers, EFI responds to questions and provides information to individual shareholders, institutional investors, financial analysts and the media.

    The EFI Board ensures that mechanisms are in place to guide the organization in its activities. The EFI Board reviews and approves a broad range of internal control and management systems, including expenditure approvals and financial controls. Management is required by the EFI Board to comply with legal and regulatory requirements with respect to all of EFI’s activities.

    Position Descriptions

    The EFI Board has adopted a written position description for the CEO of EFI. The primary role of the CEO is to manage EFI in an effective, efficient and forward-looking way and to fulfill the priorities, goals and objectives determined by the EFI Board in the context of EFI’s strategic plans, budgets and responsibilities, with a view to increasing shareholder value. These responsibilities include maintaining and developing EFI’s role as a leading uranium exploration, development, mining, milling and production company, developing with the EFI Board and implementing strategic plans for EFI, providing quality leadership to EFI’s staff and ensuring its human resources are properly managed and acting as an entrepreneur and innovator within the context of EFI’s strategic goals.

    The position description for the Chair of the EFI Board is set out in EFI’s Governance Manual. The primary role of the Chair is to ensure that the responsibilities of the EFI Board are well understood by both the EFI Board and management, the boundaries between the EFI Board and management are understood and respected and that the EFI Board carries out its responsibilities effectively in accordance with the EFI Board’s mandate. The Chair ensures that the EFI Board functions effectively, chairs meetings of the EFI Board and shareholders and leads the EFI Board in monitoring and evaluating the performance of the CEO.

    A2


    The EFI Board has not developed written position descriptions for the Chair of each committee. The primary responsibilities of the Chair of each committee are to lead the committee in undertaking the duties and responsibilities that the committee is charged with by the EFI Board; ensure that committee members receive all necessary information in a timely fashion; ensure that the committee has adequate access to all members of Management; set agendas for and chair committee meetings; lead the committee in an annual review of its performance; and ensure the committee comprises members with the requisite skill, experience and training.

    Orientation and Continuing Education

    New directors are provided with a comprehensive information package on EFI and its management and are fully briefed by senior management on the corporate organization and key current issues. The information package also includes copies of all of EFI’s adopted codes and policies. Visits to key operations may also be arranged for new directors.

    Although EFI does not provide formal training programs for its directors, the EFI Board encourages directors to participate in continuing education programs. One director has successfully completed a director certification program offered by a major Canadian university. In addition, Board members are often provided with notices and other correspondence from counsel and other advisors, which report on developments affecting corporate and securities law matters and governance generally.

    Ethical Business Conduct

    The EFI Board has adopted a written code for the directors, officers, and employees of EFI which is contained in EFI’s Governance Manual and in the Employee Code of Conduct (the “ Code ”) that is provided to each employee. The Code sets out in detail the core values and the principles by which EFI is governed and addresses topics such as: honest and ethical conduct; conflicts of interest; compliance with applicable laws, rules and regulations and Corporation policies and procedures; confidential information; public disclosures; and protection and proper use of company assets. Under the Code and applicable law, any director or officer who has a material interest in a transaction or agreement is required to disclose his or her interest and refrain from voting or participating in any decision relating to the transaction or agreement.

    The management of EFI is committed to fostering and maintaining a culture of high ethical standards and compliance that ensures a work environment that encourages employees to raise concerns to the attention of management and that promptly addresses any employee compliance concerns. EFI will maintain appropriate records evidencing compliance with the Code. It is ultimately the EFI Board’s responsibility for monitoring compliance with the Code. The EFI Board will review the Code periodically and review management’s monitoring of compliance with the Code, and if necessary, consult with members of EFI’s senior management team and Audit Committee, as appropriate, to resolve any reported violations of EFI’s Code.

    Nomination of Directors

    During the financial year ended September 30, 2012, the Governance, Nominating and Compensation Committee, which is comprised entirely of independent directors, was responsible for proposing new candidates for Board nomination. The Committee will periodically assess the skill sets of current directors and will recommend desired background and qualifications for director nominees, taking into account the needs of the EFI Board at the time. The Committee will address issues such as director representation in terms of expertise and experience, EFI Board size, succession planning, and effectiveness of the EFI Board.

    A3


    Majority Voting Policy

    On January 25, 2013, the EFI Board adopted a majority voting policy. Pursuant to the majority voting policy, forms of proxy for meetings of the shareholders of the Corporation at which directors are to be elected provide the option of voting in favour, or withholding from voting, for each individual nominee to the EFI Board. If, with respect to any particular nominee, the number of shares withheld from voting exceeds the number of shares voted in favour of the nominee, then the nominee will be considered to have not received the support of the shareholders, and such nominee is expected to submit his or her resignation to the EFI Board, to take effect on acceptance by the EFI Board. The Governance, Nominating and Compensation Committee will review any such resignation and make a recommendation to the EFI Board regarding whether or not such resignation should be accepted. The EFI Board will determine whether to accept the resignation within 90 days following the shareholders’ meeting. If the resignation is accepted, subject to any corporate law restrictions, the EFI Board may (i) leave the resultant vacancy in the EFI Board unfilled until the next annual meeting of shareholders of the Corporation, (ii) fill the vacancy by appointing a director whom the EFI Board considers to merit the confidence of the shareholders, or (iii) call a special meeting of the shareholders of the Corporation to consider the election of a nominee recommended by the EFI Board to fill the vacant position. The majority voting policy applies only in the case of an uncontested shareholders’ meeting.

    Compensation

    During the financial year ended September 30, 2012, the Governance, Nominating and Compensation Committee was responsible for administering the executive compensation program of EFI. The Committee is comprised of entirely independent directors of EFI to ensure an objective process for determining compensation. Decisions involving senior executive appointments, remuneration reviews and bonus allocations are recommended by the CEO, but are approved by the Governance, Nominating and Compensation Committee.

    On an annual basis the Governance, Nominating and Compensation Committee will approve and recommend to the EFI Board compensation policies for EFI generally, including base salary, annual incentives, long-term incentives, executive perquisites, supplemental benefits and equity-based incentive plans. In reviewing such compensation policies, the Governance, Nominating and Compensation Committee may consider the recruitment, development, promotion, retention and compensation of executives and other employees of EFI and any other factors that it deems appropriate.

    The Governance, Nominating and Compensation Committee will review the adequacy and form of director compensation annually. In addition, the Governance, Nominating and Compensation Committee will approve and recommend to the EFI Board all forms of compensation to be provided to the CEO and other key executive officers of EFI. In reviewing such compensation for recommendation, the Governance, Nominating and Compensation Committee, among other things, evaluates executive officer achievement against corporate goals and objectives, EFI’s overall performance, shareholder returns, the value of similar incentive awards relative to such targets at comparable companies, awards given in past years, and such other factors as the Governance, Nominating and Compensation Committee deems appropriate and in the best interests of EFI. The Governance, Nominating and Compensation Committee is also responsible for proposing goals for the administration of EFI’s equity-based compensation plans and reviewing their competitiveness and making recommendations regarding the form of compensation for the EFI Board that realistically reflects the responsibilities and risks of these positions.

    A4


    For information regarding how the EFI Board determines the compensation for EFI’s directors and officers please see “Executive Compensation”.

    Other Board Committees

    EFI currently has an Audit Committee, a Governance, Nominating and Compensation Committee and an Environment, Health and Safety Committee (“ EHS Committee ”).

    The Governance, Nominating and Compensation Committee is described above.

    The Audit Committee oversees the accounting and financial reporting processes of the Corporation and its subsidiaries and all audits and external review of the financial statements of the Corporation, on behalf of the EFI Board, and has general responsibility for oversight of internal controls, and accounting and auditing activities of the Corporation and its subsidiaries. The Audit Committee reviews, on a continuous basis, any reports prepared by the Corporation’s auditors relating to the Corporation’s accounting policies and procedures, as well as internal control procedures and systems. The Audit Committee is also responsible for examining all financial information, including annual and quarterly financial statements, prepared for securities commissions and similar regulatory bodies prior to filing or delivery of such information.

    The EHS Committee was established to assist the EFI Board in fulfilling its oversight responsibilities for environmental, health and safety matters. The mandate of the EHS Committee is to oversee the development and implementation of policies and best practices relating to environmental, health and safety issues in order to ensure compliance with applicable laws, regulations and policies in the jurisdictions in which the Corporation carries on business.

    Assessments

    The EFI Board assesses its members and its committees with respect to effectiveness and contribution on an ongoing basis. This assessment process is informal. If an individual EFI Board member is unable to contribute due to ability, lack of time or commitment, the individual would either resign or not be nominated for re-election.

    A5


    SCHEDULE B

    ENERGY FUELS INC.
    2013 AMENDED AND RESTATED STOCK OPTION PLAN

      ARTICLE I
    PURPOSE

    1.1 PURPOSE

    This 2013 Amended and Restated Stock Option Plan is hereby continued as the Corporation’s stock option plan. The purpose of the Plan is to advance the interests of the Corporation and its shareholders by encouraging and enabling employees, directors, officers, and consultants to the Corporation or any of its Affiliates to acquire and maintain a proprietary ownership interest in the Corporation, thereby aligning their interests with those of the Corporation’s stakeholders and strengthening their desire to remain in the employ or service of the Corporation or its Affiliates.

    ARTICLE II
    INTERPRETATION

    2.1 DEFINITIONS

    When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

    (a)

    Affiliate ” has the meaning set forth in the Securities Act (Ontario), as amended from time to time;

         
    (b)

    Associate ” has the meaning set forth in the Securities Act (Ontario), as amended from time to time;

         
    (c)

    Black Out Period ” means the period of time during which the Corporation has imposed trading restrictions on its Insiders;

         
    (d)

    Board ” means the board of directors of the Corporation, and includes, to the extent any powers have been delegated to a Committee as provided in Section 3.2, such Committee;

         
    (e)

    Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto, Ontario are open for commercial business during normal banking hours;

         
    (f)

    Change in Control ” means the happening of any of the following events:

         
    (i)

    any transaction at any time and by whatever means pursuant to which (A) the Corporation goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same as the proportionate voting power of such holders of Corporation voting securities immediately prior to such corporate transaction or reorganization or (B) any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation, a wholly-owned Subsidiary of the Corporation, an employee benefit plan of the Corporation or of any of its wholly-owned Subsidiaries, including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect “beneficial ownership” (as defined by the OBCA) of, or acquires the right to exercise control or direction over, securities of the Corporation representing 50% or more of the Corporation’s then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

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      (ii)

    the sale, assignment or other transfer of all or substantially all of the assets of the Corporation to a Person other than a wholly-owned Subsidiary of the Corporation;

         
      (iii)

    the dissolution or liquidation of the Corporation except in connection with the distribution of assets of the Corporation to one or more Persons which were wholly- owned Subsidiaries of the Corporation immediately prior to such event;

         
      (iv)

    the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly- owned Subsidiary of the Corporation);

         
      (v)

    with respect to holders of Options who are employed by a subsidiary of the Corporation, an event set forth in (i), (ii), (iii) or (iv) has occurred with respect to such subsidiary (the “Employing Subsidiary”), in which case the term “Corporation” in those paragraphs will be read to mean “Employing Subsidiary” and the phrase “ wholly-owned Subsidiary(ies)” will be read to mean “ Affiliate(s) or wholly-owned Subsidiary(ies)”; or

         
      (vi)

    the Board passes a resolution to the effect that, for the purposes of some or all of the Option Agreements, an event set forth in (i), (ii), (iii), (iv) or (v) above has occurred.


    (g)

    Change in Control Price ” means the highest price per Common Share paid in any transaction reported on a stock exchange or paid or offered in any bona fide transaction related to a potential or actual Change in Control of the Corporation at any time during the five trading days preceding the Change in Control, as determined by the Board in its sole discretion;

         
    (h)

    Committee ” has the meaning set forth in Section 3.2;

         
    (i)

    Common Shares ” means the common shares in the capital of the Corporation and any other securities of the Corporation or any Affiliate or any successor that may be so designated by the Committee;

         
    (j)

    Corporation ” means Energy Fuels Inc., a corporation incorporated under the laws of the Province of Ontario, and any successor corporation;

         
    (k)

    Consultant ” means a Person that:

         
    (i)

    is engaged to provide services to the Corporation or an Affiliate other than services provided in relation to a distribution of securities of the Corporation or an Affiliate;

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      (ii)

    provides the services under a written contract with the Corporation or an Affiliate; and

         
      (iii)

    spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate;

    provided that with respect to Consultants who are U.S. Persons, such Consultants shall be granted Options under this Plan only if:

      (A)

    they are natural persons;

         
      (B)

    they provide bona fide services to the Corporation or its majority-owned subsidiaries; and

         
      (C)

    such services are not in connection with the offer or sale of securities in a capital- raising transaction, and do not directly or indirectly promote or maintain a market for the Corporation’s securities.


    (l)

    Date of Grant ” means, for any Option, the date on which the Board grants the Option to the Participant, which date shall be set out in the Option Agreement entered into with the Participant;

       
    (m)

    Disabled ” or “ Disability ” means the permanent and total incapacity of a Participant as determined in accordance with procedures established by the Committee for purposes of this Plan;

       
    (n)

    Eligible Employee ” means a current full-time or part-time employee or officer of the Corporation or an Affiliate;

       
    (o)

    Exercise Notice ” means a notice in writing, substantially in the form set out in Schedule B, signed by an Optionee and stating the Optionee’s intention to exercise a particular Option;

       
    (p)

    Exercise Price ” means the price at which a Common Share may be purchased pursuant to the exercise of an Option;

       
    (q)

    Exercise Period ” means the period of time during which an Option granted under this Plan may be exercised (provided however that the Exercise Period may not exceed 10 years from the relevant Date of Grant);

       
    (r)

    Fair Market Value ” means, with respect to any Common Share at a particular date, the volume weighted average trading price of the Common Shares on the TSX for the five (5) trading days immediately preceding such date, and for this purpose, the volume weighted average trading price shall be calculated by dividing the total value by the total volume of securities traded for such period;

       
    (s)

    Insider ” has the meaning given to that term in the TSX Rules;

       
    (t)

    OBCA ” means the Business Corporations Act (Ontario) and the regulations promulgated thereunder, both as amended from time to time;

       
    (u)

    Option ” means a right to purchase Common Shares under this Plan;

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    (v)

    Option Agreement ” means a signed, written agreement between an Optionee and the Corporation, substantially in the form attached as Schedule A, subject to any amendments or additions thereto as may, in the discretion of the Committee, be necessary or advisable, evidencing the terms and conditions on which an Option has been granted under this Plan;

       
    (w)

    Optionee ” means a Participant who has been granted one or more Options under this Plan;

       
    (x)

    Participant ” means an Eligible Employee, a Consultant or a director of the Corporation or an Affiliate;

       
    (y)

    Person ” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;`

       
    (z)

    Plan ” means this 2013 Amended and Restated Stock Option Plan, as it may be amended from time to time;

       
    (aa)

    Retirement ” means retirement from active employment with the Corporation or an Affiliate in accordance with the policies of the Corporation in place from time to time or, with the consent for purposes of the Plan of such officer of the Corporation as may be designated by the Committee, at or after such earlier age and upon the completion of such years of service as the Committee may specify;

       
    (bb)

    Security Based Compensation Arrangement ” has the meaning given to that term in the TSX Rules;

       
    (cc)

    Termination Date ” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:


      (i)

    by reason of the Participant’s death, the date of death; and

         
      (ii)

    for any reason whatsoever other than death, the date of the Participant’s last day actively at work for or actively engaged by the Corporation or the Affiliate, as the case may be; and for greater certainty “ Termination Date ” in any such case specifically does not mean the date on which any period of contractual notice or reasonable notice that the Corporation or the Affiliate, as the case may be, may be required at law to provide to a Participant would expire;


    (dd)

    TSX ” means the Toronto Stock Exchange; and

       
    (ee)

    TSX Rules ” means Part VI of the Company Manual of the Toronto Stock Exchange, as amended from time to time.

       
    (ff)

    U.S. Person ” means a U.S. Person as that term is defined in Regulation S of the United States Securities and Exchange Commission.

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    2.2 INTERPRETATION

    (a)

    Whenever the Board or, where applicable, the Committee is to exercise discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Board or the Committee, as the case may be.

       
    (b)

    As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

       
    (c)

    Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

       
    (d)

    Whenever any payment is to be made or action is to be taken on a day which is not a Business Day, such payment shall be made or such action shall be taken on the next following Business Day.

       
    (e)

    In this Plan, a Person is considered to be a “ Subsidiary ” of another Person if:


      (i)

    it is controlled by,

           
      (A)

    that other, or

           
      (B)

    that other and one or more Persons, each of which is controlled by that other, or

           
      (C)

    two or more Persons, each of which is controlled by that other; or

           
      (ii)

    it is a Subsidiary of a Person that is that other’s Subsidiary.


    (f)

    In this Plan, a Person is considered to be “ controlled” by a Person if:


    (i) (A)

    voting securities of the first-mentioned Person carrying more than 50% of the votes for the election of directors are held, directly or indirectly, otherwise than by way of security only, by or for the benefit of the other Person; and

           
    (B)

    the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first mentioned Person;


      (ii)

    in the case where the first-mentioned Person is a partnership that does not have directors, other than a limited partnership, the second mentioned Person holds more than 50% of the interests in the partnership; or

         
      (iii)

    in the case where the first-mentioned Person is a limited partnership, the second mentioned Person is the general partner.


    (g)

    Unless otherwise specified, all references to money amounts are to Canadian currency.

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    ARTICLE III
    ADMINISTRATION

    3.1 ADMINISTRATION

    Subject to Section 3.2, this Plan will be administered by the Board, and the Board has sole and complete authority, in its discretion, to:

    (a)

    determine the Participants to whom grants under the Plan may be made;

           
    (b)

    make grants of Options under the Plan in such amounts, to such Participants and, subject to the provisions of this Plan, on such terms and conditions as it determines, including without limitation:

           
    (i)

    the time or times at which Options may be granted;

           
    (ii)

    the conditions under which:

           
    (A)

    Options may be granted to Participants; or

           
    (B)

    Options may be forfeited to the Corporation,

           
    (iii)

    the Exercise Price;

           
    (iv)

    the time or times when each Option vests and becomes exercisable and, subject to Section 4.3, the duration of the Exercise Period; and

           
    (v)

    any acceleration of vesting, or waiver of termination regarding any Option, based on such factors as the Board may determine;

           
    (c)

    interpret this Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to this Plan; and

           
    (d)

    make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

    The Board’s determinations and actions within its authority under this Plan are conclusive and binding on the Corporation and all other persons. The day-to-day administration of the Plan may be delegated to such officers and employees of the Corporation or of a Subsidiary as the Board determines.

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    3.2 DELEGATION TO COMMITTEE

    To the extent permitted by applicable law and the Corporation’s articles, the Board may, from time to time, delegate to a committee (the “ Committee ”) of the Board all or any of the powers conferred on the Board under the Plan. In connection with such delegation, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive. Notwithstanding any such delegation or any reference to the Committee in this Plan, the Board may also take any action and exercise any powers that the Committee is authorized to take or has power to exercise under this Plan.

    3.3 ELIGIBILITY

    All Participants are eligible to participate in the Plan, subject to subsections 5.1(b) and 5.2(b) . Eligibility to participate does not confer upon any Participant any right to receive any grant of an Option pursuant to the Plan. The extent to which any Participant is entitled to receive a grant of an Option pursuant to the Plan will be determined in the sole and absolute discretion of the Committee, provided however that the following restrictions shall also apply to this Plan:

    (a)

    the number of Common Shares issuable to Insiders, at any time, under the Plan together with all Security Based Compensation Arrangements, shall not exceed 10% of the issued and outstanding Common Shares as of the date of grant; and

       
    (b)

    the number of Common Shares issued to Insiders, within any one year period, under the Plan together with all Security Based Compensation Arrangements, shall not exceed 10% of issued and outstanding Common Shares.

       

    3.4 TOTAL COMMON SHARES AVAILABLE

       
    (a)

    The aggregate number of Common Shares that may be issued for all purposes pursuant to the Plan shall not exceed the number which represents 10% of the issued and outstanding Common Shares of the Corporation from time to time. Subject to applicable law, the requirements of the TSX or any other stock exchange upon which the Common Shares may then be listed and any shareholder or other approval which may be required, the Board may in its discretion amend the Plan to increase such limit without notice to any Participants.

       
    (b)

    For purposes of computing the total number of Common Shares available for grant under the Plan, Common Shares subject to any Option (or any portion thereof) that has been exercised, has expired or is forfeited, surrendered, cancelled or otherwise terminated prior to the issuance or transfer of such Common Shares shall again be available for grant under the Plan.

    3.5 OPTION AGREEMENTS

    All grants of Options under this Plan will be evidenced by Option Agreements. Option Agreements will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Committee may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Option Agreement to each Optionee pursuant to this Plan.

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    3.6 CONDITIONS OF GRANT

    Each Participant will, when requested by the Corporation, sign and deliver all such documents relating to the granting of Options or exercise of Options which the Corporation deems necessary or desirable.

    3.7 NON-TRANSFERABILITY OF OPTIONS

    Subject to Section 5.1, Options granted under this Plan may only be exercised during the lifetime of the Optionee by such Optionee personally. Other than an assignment made to an executor or administrator of a deceased Optionee’s estate, no assignment or transfer of Options, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Options whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Options will terminate and be of no further force or effect. If any Optionee has transferred Options in contravention of this Section 3.7, such Options will terminate and be of no further force or effect.

    ARTICLE IV
    GRANT OF OPTIONS

    4.1 GRANT OF OPTIONS

    The Committee may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Committee may prescribe, grant Options to any Participant. Grants of Options will be based on the following criteria: (a) the Participant’s contribution to the management and growth of the Corporation; (b) the number and Exercise Price of Options previously granted to the Participant; (c) the overall aggregate total compensation package provided to the Participant; and (d) any other factors considered relevant by the Board or the Committee.

    4.2 EXERCISE PRICE

    The Exercise Price will be as determined by the Committee but in any event will be no less than the Fair Market Value of a Common Share on the Date of Grant.

    4.3 TERM OF OPTIONS

    Subject to any accelerated termination as permitted by the Committee or as otherwise set forth in this Plan, each Option shall expire on such date as determined by the Committee (provided that if such expiry would otherwise be during or immediately after a Black Out Period, then the expiry shall be extended until ten (10) Business Days following the expiration of the Black Out Period); provided that in no event will the Exercise Period of an Option exceed ten (10) years from its Date of Grant.

    4.4 VESTING OF OPTIONS

    Subject to the terms and conditions in this Plan, the Committee may impose such limitations or conditions on the vesting of any Option as the Committee in its discretion deems appropriate, including limiting the number of Common Shares for which any Option may be exercised during any period as may be specified by the Committee and any such limitations or conditions will be specified in the Option Agreement with respect to such Option.

    Once an instalment vests and becomes exercisable, it remains exercisable until expiration or termination of the Option, unless otherwise specified by the Committee in connection with the grant of such Option or otherwise as specified herein. Upon vesting, each Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Common Shares with respect to which it is then exercisable. The Committee has the right to accelerate the date upon which any instalment of any Option vests and becomes exercisable.

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    Subject to the provisions of this Plan and any Option Agreement, vested Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

    4.5 PAYMENT OF EXERCISE PRICE

    The Exercise Notice must be accompanied by payment in full of the Exercise Price in respect of the Common Shares to be purchased. The Exercise Price must be fully paid by cash, certified cheque, bank draft, money order or wire transfer payable to the Corporation. No Common Shares will be issued or transferred until full payment therefor has been received by the Corporation. As soon as practicable after receipt of any Exercise Notice and full payment of the Exercise Price, the Corporation will deliver to the Participant a certificate or certificates representing the acquired Common Shares.

    ARTICLE V
    TERMINATION OF EMPLOYMENT

    5.1 DEATH

    If a Participant dies while an employee, officer or director of or Consultant to the Corporation or an Affiliate:

    (a)

    the executor or administrator of the Participant’s estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date;

       
    (b)

    the right to exercise such Options as noted in subsection 5.1(a) above terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the Exercise Period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date; and

       
    (c)

    such Participant’s eligibility to receive further grants of Options under the Plan ceases as of the Termination Date.

    5.2 TERMINATION OF EMPLOYMENT OR SERVICES

    (a)

    Where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (i) the date that is 90 days after the Termination Date; and (ii) the date on which the Exercise Period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date.

       
    (b)

    The eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate, as the case may be, provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date.

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    (c)

    Unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

       
    (d)

    For the purposes of this Section 5.2, the resignation of a director or the expiry of a director’s term on the Board without re-election (or nomination for election) shall be considered to be a termination of his or her term of office.

    5.3 DISCRETION TO PERMIT EXERCISE

    Notwithstanding the provisions of Sections 5.1 and 5.2, the Committee may, in its discretion, at any time prior to or following the events contemplated in such Sections, permit the exercise of any or all Options held by an Optionee or permit the acceleration of vesting of any or all Options, all in the manner and on the terms as may be authorized by the Committee, provided that the Committee will not, in any case, authorize the exercise of an Option pursuant to this Article beyond the expiration of the Exercise Period of the particular Option.

    ARTICLE VI
    CHANGE IN CONTROL

    6.1 CHANGE IN CONTROL

    Unless otherwise determined by the Committee or the Board at or after the Date of Grant, any Options outstanding immediately prior to the occurrence of a Change in Control, but which are not then exercisable, shall immediately vest and become fully exercisable upon the occurrence of a Change in Control. The Committee or the Board shall have the right to determine, in its discretion, that all outstanding vested Options may be cash settled by the Corporation at the Change in Control Price, less the applicable Exercise Price for such Options, as of the date such Change in Control is determined to have occurred, or as of such other date as the Committee or the Board may determine prior to the Change in Control, if the Optionee elects, in the Optionee’s sole discretion, to dispose of the Option to the Corporation and receive the cash settlement amount in lieu of exercising the Option to acquire the Common Shares. Outstanding Options may only be cash settled by the Corporation, as described above, if the Change in Control Price is higher than the Exercise Price for such outstanding Options. If the Change in Control Price is equal to or lower than the Exercise Price for such outstanding Options, the Committee or the Board may terminate such outstanding Options and such outstanding Options shall be of no further force or effect. Further, the Committee or the Board shall have the right to provide for the conversion or exchange of any outstanding Options into or for options, rights or other securities in any entity participating in or resulting from the Change in Control.

    ARTICLE VII
    SHARE CAPITAL ADJUSTMENTS

    7.1 GENERAL

    The existence of any Options does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Common Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Section would have an adverse effect on this Plan or on any Option granted hereunder.

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    7.2 REORGANIZATION OF CORPORATION’S CAPITAL

    Should the Corporation effect a subdivision or consolidation of Common Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Options in order to adjust: (a) the number of Common Shares that may be acquired on the exercise of any outstanding Options; and/or (b) the Exercise Price of any outstanding Options in order to preserve proportionately the rights and obligations of the Participants holding such Option, the Board will authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

    7.3 OTHER EVENTS AFFECTING THE CORPORATION

    In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Common Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Option in order to adjust: (a) the number of Common Shares that may be acquired on the exercise of any outstanding Options; or (b) the Exercise Price of any outstanding Options in order to preserve proportionately the rights and obligations of the Participants holding such Options, the Board will authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

    7.4 ISSUE BY CORPORATION OF ADDITIONAL SHARES

    Except as expressly provided in this Article 7, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to: (a) the number of Common Shares that may be acquired as a result of a grant of Options or upon the exercise of any outstanding Options; or (b) the Exercise Price of any outstanding Options.

    7.5 FRACTIONS

    No fractional Common Shares will be issued on the exercise of an Option. Accordingly, if, as a result of any adjustment under Section 7.2 or 7.3, an Optionee would become entitled to a fractional Common Share, the Optionee has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares which shall be disregarded.

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    ARTICLE VIII
    MISCELLANEOUS PROVISIONS

    8.1 LEGAL REQUIREMENT

    The Corporation is not obligated to grant any Options, issue any Common Shares or other securities, make any payments or take any other action if, in the opinion of the Board, in its sole discretion, such action would constitute a violation by an Optionee, or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any stock exchange upon which the Common Shares may then be listed.

    8.2 PARTICIPANTS’ ENTITLEMENT

    Except as otherwise provided in this Plan, Options (whether or not exercisable) previously granted under this Plan are not affected by any change in the relationship between, or ownership of, the Corporation and an Affiliate. For greater certainty, all Options remain valid and exercisable in accordance with the terms and conditions of this Plan and are not affected by reason only that, at any time, an Affiliate ceases to be an Affiliate.

    8.3 TAXES

    (a)

    Each Optionee (or their beneficiaries) shall be responsible for all taxes with respect to any Options granted to such Optionee under this Plan, whether as a result of the grant or exercise of Options or otherwise. The Corporation makes no guarantee to any person regarding the tax treatment of Options or payments made under this Plan and none of the Corporation, its Affiliates or any of their respective employees or representatives shall have any liability to any Optionee with respect thereto.

         
    (b)

    To the extent required under applicable law, the Corporation shall be entitled to take all reasonable and necessary steps, or obtain all reasonable or necessary indemnities, assurances, payments or undertakings, to the sole satisfaction of the Corporation, to satisfy any tax remittance obligations of the Corporation or any Affiliate to any taxing authorities arising in respect of any exercise of any Options and the President of the Corporation shall be appointed as the attorney- in-fact for any Optionee under this Plan to take all such reasonable and necessary steps or Common Share sales. Without limiting the generality of the foregoing, the Committee may require:

         
    (i)

    that an Optionee pay to the Corporation, in addition to and in the same manner as the Exercise Price, or as the Committee may determine, such amount as the Corporation or an Affiliate is obliged to remit to the relevant taxing authority in respect of the exercise of the Option;

         
    (ii)

    the issuance of Common Shares by the Corporation upon exercise of the Options to an agent on behalf of the Optionee, with such agent being authorized to sell in the market, on behalf of the Optionee, on such terms and at such time or times as the Corporation determines, a portion of the Common Shares issued with any cash proceeds realized on such sale to be remitted to and used by the Corporation or the Affiliate to satisfy the required remittances; or

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      (iii)

    other arrangements acceptable to the Corporation or the Affiliate to fund the required remittances.

    Any such additional payment is due no later than the date on which any amount with respect to the exercised Option is required to be remitted to the relevant tax authority by the Corporation or an Affiliate, as the case may be.

    8.4 RIGHTS OF PARTICIPANT

    No Participant has any claim or right to be granted an Option (including, without limitation, an Option granted in substitution for any Option that has expired pursuant to the terms of this Plan) and the granting of any Option is not to be construed as giving a Participant a right to remain as an employee, consultant or director of the Corporation or an Affiliate. No Optionee has any rights as a shareholder of the Corporation in respect of Common Shares issuable on the exercise of any Option until the allotment and issuance to such Optionee of certificates representing such Common Shares.

    8.5 TERMINATION

    The Board may terminate the Plan in its discretion. After such termination, no further Options may be granted hereunder, but the Plan shall be deemed to continue to be effective with respect to those Options granted prior to such date.

    8.6 AMENDMENT

    (a)

    Subject to the TSX Rules and the rules and policies of any other stock exchange on which the Common Shares are listed and applicable law, the Board may, without notice or shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

         
    (i)

    making any amendments to the general vesting provisions of each Option;

         
    (ii)

    making any amendments to the general term of each Option provided that no Option held by an Insider may be extended beyond its original expiry date and no Option may be exercised after the tenth (10th) anniversary of the Date of Grant;

         
    (iii)

    making any amendments to the provisions set out in ARTICLE V;

         
    (iv)

    making any amendments to add covenants of the Corporation for the protection of Participants;

         
    (v)

    making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or

         
    (vi)

    making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

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    (b)

    Subject to Section 6.1, the Board shall not alter or impair any rights or increase any obligations with respect to an Option previously granted under the Plan without the consent of the Participant.

         
    (c)

    Notwithstanding any other provision of this Plan, none of the following amendments shall be made to this Plan without approval of the TSX and the approval of shareholders:

         
    (i)

    amendments to the Plan which would increase the number of Common Shares issuable under the Plan;

         
    (ii)

    amendments to the Plan which would increase the number of Common Shares issuable to Insiders;

         
    (iii)

    amendments that would extend the Exercise Period of any Options held by Insiders beyond the Exercise Period;

         
    (iv)

    amendments that would reduce the Exercise Price of any Options held by Insiders;

         
    (v)

    the addition of any form of financial assistance to a Participant; and

         
    (vi)

    any changes or amendments to Section 8.5 that would entitle the Board to amend this Plan without shareholder approval.

    8.7 INDEMNIFICATION

    Every member of the Board will at all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, that such member may sustain or incur by reason of any action, suit or proceeding, taken or threatened against the member, otherwise than by the Corporation, for or in respect of any act done or omitted by the member in respect of this Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgment rendered therein.

    8.8 PARTICIPATION IN THE PLAN

    The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Common Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and they are advised to consult with their own tax advisors.

    8.9 EFFECTIVE DATE AND APPROVALS

    This Plan becomes effective on January 25, 2013 and applies to all Options granted on and after that date. The Plan shall be subject to such future approvals of the shareholders of the Corporation and of the TSX as may be required under the TSX Rules from time to time and applicable law.

    B14


    8.10 GOVERNING LAW

    This Plan is created under and is to be governed, construed and administered in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

    TOR01: 5092095: v4

    B15


    SCHEDULE A

    ENERGY FUELS INC.
    2013 AMENDED AND RESTATED STOCK OPTION PLAN

    Form of Option Agreement

    Energy Fuels Inc. (the “ Corporation ”) hereby grants the following Option(s) to the Participant named below (herein the “ Recipient ”), in accordance with and subject to the terms, conditions and restrictions of this Agreement, together with the provisions of the Energy Fuels Inc. 2013 Amended and Restated Stock Option Plan (the “ Plan ”) of the Corporation:

    Name of Recipient:  ________________________________________________________________

    Date of Grant: ____________________________________________________________________

    Total Number of Common Shares Subject to Option: ________________________________________

    Exercise Price of Options: _____________________________________________________________

    Expiry Date: _______________________________________________________________________

    Additional terms applicable to such Option: _______________________________________________

    1.

    The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Option Agreement and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan. Except where the terms and provisions of this Option Agreement specifically state that they supersede the terms or provisions of the Plan, in the event of a conflict between any term or provision contained herein and a term or provision of the Plan, all applicable terms and provisions of the Plan will govern and prevail.

       
    2.

    Subject to any acceleration in vesting as provided in the Plan or as otherwise determined in this Option, each Option shall vest and be exercisable as follows:


    % When Exercisable

    3.

    In no event is the Option granted hereunder exercisable after the expiration of the relevant Exercise Period.

       
    4.

    No fractional Common Shares will be issued pursuant to an Option granted hereunder. If, as a result of any adjustment to the number of Common Shares issuable pursuant to an Option granted hereunder pursuant to the Plan, the Recipient would be entitled to receive a fractional Common Share, the Recipient has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.

    B16



    5.

    Nothing in the Plan or in this Option Agreement will affect the Corporation’s right, or that of an Affiliate, to terminate the employment or term of office or engagement of a Recipient at any time for any reason whatsoever. Upon such termination, a Recipient’s rights to exercise Options will be subject to restrictions and time limits, complete details of which are set out in the Plan.

       
    6.

    Each notice relating to the Option, including the exercise of any Option, must be in writing. All notices to the Corporation must be delivered personally or by prepaid registered mail and must be addressed to the Corporate Secretary of the Corporation. All notices to the Recipient will be addressed to the principal address of the Recipient on file with the Corporation. Either the Corporation or the Recipient may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally, on the date of delivery, and if sent by prepaid, registered mail, on the fifth business day following the date of mailing. Any notice given by either the Recipient or the Corporation is not binding on the recipient thereof until received.

       
    7.

    Options may be exercised, in whole or in part, by delivery of one or more notices of exercise substantially in the form attached as Schedule B to the Plan, accompanied by payment in full of the purchase price of the shares then purchased by way of certified cheque, bank draft, money order or wire transfer in favour of the Corporation. Each such notice shall constitute the Recipient’s acknowledgement of and undertaking to comply to the satisfaction of the Corporation and its counsel with all applicable requirements of any stock exchange upon which any securities of the Corporation may from time to time be listed and of any applicable regulatory authority.

       
    8.

    Subject to Section 5.1 of the Plan, any Option granted pursuant to this Option Agreement may only be exercised during the lifetime of the Recipient by the Recipient personally and no assignment or transfer of an Option, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Option whatsoever in any assignee or transferee, and immediately upon any assignment or transfer or any attempt to make such assignment or transfer, the Option granted hereunder terminates and is of no further force or effect. Complete details of this restriction are set out in the Plan.

       
    9.

    The Recipient hereby acknowledges and agrees that:


      (a)

    any rule, regulation or determination, including the interpretation by the Board of the Plan, with respect to the Option granted hereunder and, if applicable, its exercise, is final and conclusive for all purposes and binding on all persons including the Corporation and the Recipient;

         
      (b)

    the grant of the Option does not affect in any way the right of the Corporation or any Affiliate to terminate the employment of the Recipient; and

         
      (c)

    the participation of the Recipient in the Plan is entirely voluntary.


    10.

    It is understood and agreed that all Common Shares issued upon exercise of Options granted to U. S. Persons (“ U.S. Optioned Shares ”) are deemed to be “restricted securities” as defined in Rule 144 of the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”). Resales of U.S. Optioned Shares must be in compliance with the registration requirements of the U. S. Securities Act and all applicable state securities laws or exemptions from such requirements. Until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing U.S. Optioned Shares shall bear, on the face of such certificate, and be subject to the terms and conditions of, the following restrictive legend:

    B17


    “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN THE UNITED STATES (1) TO A PERSON THE SELLER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR (3) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, IN THE CASE OF (C)(2) AND (C)(3), THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.”

    provided, that if the U.S. Optioned Shares are being sold outside the United States in compliance with the requirements of Regulation S under the U.S. Securities Act at a time when the Corporation is a “foreign issuer” as defined in Regulation S at the time of sale, the U.S. legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation, in the form included as Annex B to the Notice of Exercise of Option attached as Schedule B to the Plan, or in such other form as the Corporation may prescribe from time to time and, if requested by the Corporation or its transfer agent, an opinion of counsel of recognized standing, in form and substance satisfactory to the Corporation and the transfer agent, to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and

    provided, further, that, if the U.S. Optioned Shares are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the Corporation and its transfer agent of an opinion of counsel of recognized standing, in form and substance satisfactory to the Corporation and the transfer agent, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

    B18



    11.

    This Option Agreement has been made in and is to be construed under and in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.


      ENERGY FUELS INC.
       
       
       
       
      By:
    __________________________________ 
      Authorized Signatory

    I have read the foregoing Option Agreement and hereby accept the Option in accordance with and subject to the terms and conditions of such Option Agreement and the Plan. I understand that I may review the complete text of the Plan by contacting the Corporate Secretary of the Corporation. I agree to be bound by the terms and conditions of the Plan governing the Option.

    ___________________________________  ___________________________________  
    Date Accepted Recipient’s Signature
       
      ___________________________________  
      Recipient’s Name
      (Please Print)

    B19


    SCHEDULE B

    ENERGY FUELS INC.
    2013 AMENDED AND RESTATED STOCK OPTION PLAN

    Notice of Exercise of Option

    Pursuant to the terms of the Option Agreement dated _____________________________between Energy Fuels Inc. (the “ Corporation ”) and me, I hereby exercise my option to purchase ______________Common Shares (“ Shares ”) of the Corporation, at the Exercise Price (as defined in the Option Agreement) of Cdn$___________ per Share.

    Enclosed herewith is a certified cheque, bank draft, money order or wire transfer in the amount of Cdn$_____________payable to the Corporation in full payment of the purchase price for such Shares.

    Please cause any Shares purchased hereby to be issued in ______________certificate(s) of Shares each, registered as follows:

    Name:      __________________________________________
    Address: __________________________________________

    I understand that the certificate(s) for any Shares issuable to me pursuant to this Notice will be forwarded to me by the Corporation’s Transfer Agent by registered mail.

         As the undersigned Optionee:

         (A) I hereby represent and warrant that: (1) I have been furnished with a copy of the Plan and all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares and I have sufficient financial resources to be able to bear the risk of an investment in the Shares; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Shares and the Corporation; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Corporation; and (4) either (a) I am not (i) a U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), (ii) acting for the account or benefit of a U.S. Person or (iii) delivering this Notice of Exercise from the United States or (b) I make the representations set forth in item (B) below.

         (B) (1) I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Shares; (2) I have sufficient financial resources to be able to bear the risk of the investment in the Shares; (3) I am acquiring the Shares for investment purposes only and without a current intention of reselling or redistributing the same upon the occurrence or nonoccurrence of a predetermined event and understand that the Shares being issued have not been, and may not ever be, registered under the U.S. Securities Act and, therefore, cannot be sold unless subsequently registered under the U.S. Securities Act or an exemption from registration is available; (4) I have either spoken or met with, or been given reasonable opportunity to speak with or meet with, representatives of the Corporation for the purpose of asking questions of, and receiving answers and information from,

    B20


    such representatives concerning my investment in the Shares; (5) I understand that the Shares are “restricted securities” as defined in Rule 144 under the U.S. Securities Act and that if I decide to offer, sell or otherwise transfer any of the Shares, such Shares may be offered, sold or otherwise transferred only, (a) to the Corporation, (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with the applicable securities laws of any state or other jurisdiction, (c) in the United States (1) to a person I reasonably believe to be a “qualified institutional buyer” in compliance with Rule 144A under the U.S. Securities Act, (2) pursuant to an exemption from registration provided by Rule 144 under the U.S. Securities Act or (3) pursuant to any other available exemption from the registration requirements of the U.S. Securities Act, in each case, in compliance with applicable securities laws of any state or other jurisdiction and, in the case of (c)(2) and (c)(3), I have furnished to the Corporation an opinion from counsel of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer to the effect that such transaction does not require registration under the U.S. Securities Act or applicable state securities laws, or (d) pursuant to an effective registration statement under the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction; (6) I understand that the Corporation has no obligation to me to register the Shares with the U.S. Securities and Exchange Commission and has not represented to me that it will register the Shares; and (7) I understand and acknowledge that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing the Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear the legend set forth in Annex A hereto; provided, that if Shares are being sold under paragraph (5)(b) above and the Corporation is a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act at the time of sale, any such legend may be removed by providing a declaration to Canadian Stock Transfer Company Inc., the administrative agent of CIBC Mellon Trust Company, as registrar and transfer agent for the Shares, to the effect set forth in Annex B hereto (or as the Corporation otherwise may prescribe from time to time) and such other documentation as the Corporation or its transfer agent may prescribe, including, but not limited to, an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Corporation and its transfer agent, to the effect that the sale of the Shares is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act; and provided, further, that, if any Shares are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to Canadian Stock Transfer Company Inc., the administrative agent of CIBC Mellon Trust Company, as registrar and transfer agent for the Shares, and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

         (C) I understand that the Corporation will rely upon the representations set forth herein to claim appropriate exemptions under the U.S. Securities Act.

    _____________________________  _____________________________  
    Date Participant’s Signature

    B21


    Annex A

    FORM OF U.S. LEGEND

    “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN THE UNITED STATES (1) TO A PERSON THE SELLER REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR (3) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, IN THE CASE OF (C)(2) AND (C)(3), THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE OR TRANSFER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.”

    B22


    Annex B

    FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

    TO: Energy Fuels Inc.
       
    AND TO: Canadian Stock Transfer Company, Inc.,
      as registrar and transfer agent for the Shares of Energy Fuels Inc.

         The undersigned (A) acknowledges that the sale of the Shares of Energy Fuels Inc. (the “Company”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of a “distributor”, (2) the offer of such Shares was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of the U.S. Securities Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such Shares, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the Shares are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such Shares sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S.

    Dated: _____________________________ ___________________________
      Name of Seller
       
      By: _________________________
             Name:
             Title:

    B23


    SCHEDULE C

          SHARE CONSOLIDATION RESOLUTION

    RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC.
    (the “Corporation”)

    BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

    1.

    The Corporation is hereby authorized to amend its articles of incorporation to provide that:

         
    (a)

    the authorized capital of the Corporation is altered by consolidating all of the issued and outstanding common shares of the Corporation (“ Common Shares ”) on the basis of one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares;

         
    (b)

    in the event that the consolidation would otherwise result in the issuance of a fractional Common Share, no fractional Common Share shall be issued and such fraction will be rounded down to the nearest whole number; and

         
    (c)

    the effective date and time of such consolidation shall be the date and time shown in the articles of amendment and certificate of amendment issued by the Director appointed under the Business Corporations Act (Ontario) or such other date and time indicated in the articles of amendment provided that, in any event, such date shall be prior to the next annual meeting of Shareholders.

         
    2.

    Any director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute, or to cause to be executed, whether under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments, and to do or cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to carry out the intent of this special resolution, including, without limitation, the determination of the effective date and time of the consolidation and the delivery of articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

         
    3.

    Notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the Shareholders of the Corporation, to revoke this special resolution at any time before a certificate of amendment is issued by the Director.

    C1





    Exhibit 99.85

    ENERGY FUELS INC.

    PROXY FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON MARCH 6, 2013
    SOLICITED ON BEHALF OF MANAGEMENT

    The undersigned shareholder of Energy Fuels Inc. (the “Corporation”) hereby appoints Stephen P. Antony, President and Chief Executive Officer, whom failing, Graham G. Moylan, Chief Financial Officer, or instead of either of them, ________________________________, as nominee of the undersigned, with the power of substitution, to attend, vote and act for and on behalf of the undersigned at the annual and special meeting of shareholders of the Corporation to be held on March 6, 2013 (the “Meeting”) and at any adjournments thereof, and, without limiting the general authority and power hereby given to such nominee, the shares represented by this proxy are specifically directed to be voted as indicated below:

    1.      [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of J. Birks Bovaird as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of Stephen P. Antony as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of Paul A. Carroll as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of W. Robert Dengler as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of Larry Goldberg as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of Mark E. Goodman as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of Bruce D. Hansen as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of Ron F. Hochstein as director;

    [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the election of Richard Patricio as director;

    2.      [   ] VOTE FOR or [   ] WITHHOLD FROM VOTING with respect to the appointment of KPMG LLP, Chartered Accountants as auditors and to authorize the directors to fix the remuneration of the auditors;

    3.      [   ] VOTE FOR or [   ] VOTE AGAINST the ordinary resolution ratifying and approving the 2013 Amended and Restated Stock Option Plan and approving unallocated options, as described in the Management Information Circular;

    4.      [   ] VOTE FOR or [   ] VOTE AGAINST the Share Consolidation Resolution attached as Schedule C to the Management Information Circular;

    5.      IN HIS/HER DISCRETION with respect to amendments to the above matters and on such other business as may properly come before the meeting or any adjournment thereof.

    This proxy revokes and supersedes all proxies of earlier date.

    Dated this ____day of _________, 2013.

     

     

     

    Signature of Shareholder

     

     

     

     

     

    Name of Shareholder (Print)


    Notes :

    1.

    Shareholders may vote at the Meeting either in person or by proxy. A proxy should be dated and signed by the shareholder or by the shareholder's attorney authorized in writing. If not dated, this proxy shall be deemed to bear the date on which it was mailed by management of the Corporation.

       
    2.

    You have the right to appoint a person other than as designated herein to represent you at the Meeting either by striking out the names of the persons designated above and inserting such other person's name in the blank space provided or by completing another proper form of proxy and, in either case, delivering the completed proxy to Canadian Stock Transfer Company Inc. in the envelope provided.

       
    3.

    The common shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for. In the absence of direction, this proxy will be voted for each of the matters referred to herein.

       
    4.

    A completed proxy must be delivered to Canadian Stock Transfer Company Inc. by mail at c/o Cover-All, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on March 4, 2013, or if the Meeting is adjourned, no later than 10:00a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.




    Exhibit 99.86

    ENERGY FUELS INC.
    (the “Corporation”)

    Report of Voting Results

    In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations , the Corporation hereby advises of the results of the voting on the matters submitted to the Annual and Special Meeting (the “ Meeting ”) of shareholders of the Corporation (the “ Shareholders ”) held on Wednesday, March 6, 2013. At the Meeting, the Shareholders were asked to consider certain matters outlined in the Notice of Annual and Special Meeting and Management Information Circular dated January 25, 2013 (the “ Management Information Circular ”).

    The matters voted upon at the Meeting and the results of the voting were as follows:

    1.

    Election of Directors

    Canada Stock Transfer Company (“CST”) provided the Corporation with a scrutineer’s report setting out the details of proxies received by CST in accordance with the Management Information Circular. The scrutineer’s report showed that the shares represented by the proxies received by CST which specified voting instructions were directed to be voted as follows in respect of the election of the nine individuals named in the Management Information Circular as nominees for election as directors of the Corporation:

    Nominee Votes For % of Votes For Votes Withheld % of Votes Withheld
    J. Birks Bovaird 146,554,394 98.77% 1,815,851 1.22%
    Stephen P. Antony 146,809,763 98.95% 1,560,482 1.05%
    Paul A. Carroll 146,432,102 98.69% 1,938,143 1.31%
    W. Robert Dengler 146,657,156 98.85% 1,713,089 1.15%
    Larry Goldberg 146,403,194 98.67% 1,967,051 1.33%
    Mark E. Goodman 145,711,109 98.21% 2,659,136 1.79%
    Bruce D. Hansen 146,751,341 98.91% 1,618,904 1.09%
    Ron F. Hochstein 146,466,041 98.72% 1,904,204 1.28%
    Richard Patricio 146,510,709 98.75% 1,859,536 1.25%

    As a result of the foregoing, a vote by way of show of hands was held at the Meeting, and each of the above-noted nine nominees was elected a director of the Corporation to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

    2.

    Appointment of Auditors

    By a resolution passed by a vote of the Shareholders held by way of a show of hands, KPMG LLP, Chartered Accountants, were reappointed as the auditors of the Corporation to hold office until the next annual meeting of shareholders, at a remuneration to be fixed by the directors, and the directors were authorized to fix their remuneration.



    3.

    Approval of Stock Option Plan

    By an ordinary resolution passed by vote of the Shareholders held by ballot, the Corporation’s 2013 Amended and Restated Stock Option Plan and unallocated options were approved, in the form of the resolution set out in the Management Information Circular. The vote was passed by 108,056,689 shares voted in favour (72.46%) and 41,070,968 shares voted against (27.54%) .

    4.

    Approval of Share Consolidation

    By a special resolution passed by vote of the Shareholders held by ballot, the form of the special resolution attached as Schedule C to in the Management Information Circular, authorizing the consolidation of the Corporation’s common shares, was approved. The vote was passed by 216,541,146 shares voted in favour (93.64%) and 14,707,130 shares voted against (6.36%) .

    DATED this 12 th day of March, 2013

      ENERGY FUELS INC.
         
         
         
      Per:    (signed) “David C. Frydenlund”
        David C. Frydenlund, Corporate Secretary



    Exhibit 99.87

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels to Present at the 25 th Annual ROTH Conference and the AGORACOM Online Uranium Conference

    Toronto, Ontario – March 18, 2013

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) is pleased to announce that the Company will be presenting at two conferences this week, both of which can be accessed online.

    On Wednesday, March 20, 2013 from 12:00 pm – 12:30 pm (Pacific Standard Time), Energy Fuels will be presenting at the 25 th Annual ROTH Growth Stock Conference at The Ritz Carlton Hotel, located at 1 Ritz Carlton Drive, Dana Point, California. The ROTH conference will feature presentations from hundreds of emerging growth companies in a variety of sectors, including natural resources. This is one of the largest events of its kind in the U.S. A webcast of Energy Fuels’ presentation may be accessed through the following link:

    http://wsw.com/webcast/roth27/efr.to/

    On Thursday March 21, 2013 at 1:30 pm and Friday March 22, 2013 at 10:45 (Eastern Standard Time), Energy Fuels will be presenting at the AGORACOM Online Uranium Conference. This conference will focus on emerging small and mid-cap uranium companies. To register for this conference, please follow this link:

    http://agoracom.com/conferences/2-online-uranium-conference

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Secu rities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “ha ve the potential to” . All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.88

    ENERGY FUELS INC .
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    INTRODUCTION

    This Management’s Discussion and Analysis (“MD&A”) of Energy Fuels Inc. and its subsidiary companies (collectively, “Energy Fuels” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of May 9, 2013 and should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes for the three and six months ended March 31, 2013, and the annual audited financial statements for the year-ended September 30, 2012. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

    Other continuous disclosure documents, including the Company’s press releases, quarterly and annual reports, technical reports, and Annual Information Form are available through its filings with the securities regulatory authorities in Canada at www.sedar.com and on the Company’s website at www.energyfuels.com .

    In this discussion, the terms “Company”, “we”, “us”, and “our” refer to Energy Fuels and, as applicable, the Company’s wholly-owned subsidiaries: Energy Fuels Holdings Corp. (“EFHC””), White Canyon Uranium Limited (“White Canyon”), Magnum Uranium Corp. (“Magnum”), Titan Uranium Inc. (“Titan”) and their respective subsidiaries.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this MD&A constitutes “forward-looking information", under applicable securities laws concerning the business, operations, financial performance and condition of Energy Fuels.

    Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "does not expect", "is expected", “is likely”, "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “have the potential to”.

    Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Energy Fuels to be materially different from those expressed or implied by such forward-looking statements. Energy Fuels believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the estimates of Energy Fuels’ mineral reserves and mineral resources; estimates regarding Energy Fuels’ uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Energy Fuels; exploration, development and expansion plans and objectives; Energy Fuels’ expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licenses and treatment under governmental regulatory regimes.

    There can be no assurance that such statements will prove to be accurate, as Energy Fuels’ actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading "Risk Factors" in Energy Fuels’ MD&A for the year ended September 30, 2012, dated December 20, 2012, and in Energy Fuels’ Annual Information Form dated December 20, 2012 available at www.sedar.com , as well as the following: global financial conditions, the market price of Energy Fuels’ securities, volatility in market prices for uranium and vanadium; ability to access capital, changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; uncertainties associated with estimating mineral reserves, mineral resources and production; uncertainty as to reclamation and decommissioning liabilities; failure to obtain industry partner and other third party consents and approvals, when required; delays in obtaining permits and licenses for development properties; competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Energy Fuels to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, and the adequacy of insurance coverage.

    - 1 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Energy Fuels does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Energy Fuels’ expectations, except as otherwise required by applicable legislation.

    Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: “This MD&A” may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that, while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with quarter ended March 31, 2013 are:

        Mar 31     Dec 31     Sept 30     June 30  
        2013     2012     2012     2012  
    $000, except per share data $       $   $     $    
    Total revenues   34,087     8,927     25,028     -  
    Net Income (loss)   (7,756 )   (2,256 )   (15,905 )   35,882  
    Basic & diluted net income (loss) per share   (0.01 )   (0.00 )   (0.08 )   0.16  

        Mar 31     Dec 31     Sept 30     June 30  
        2012     2011     2011     2011  
    $000, except per share data $     $     $     $    
    Total revenues   -     -     -     -  
    Net Income (loss)   (2,414 )   (590 )   (223 )   (2,338 )
    Basic & diluted net income (loss) per share   (0.01 )   (0.01 )   (0.00 )   (0.02 )

    RESULTS OF OPERATIONS

    General

    The Company recorded a net loss of $7.76 million or $0.01 per share for the three months ended March 31, 2013, compared to a net loss of $2.41 million or $0.02 per share for the same period in 2012.

    For the six months ended March 31, 2013, the Company recorded a net loss of $10.01 million or $0.01 per share compared to a net loss of $3.0 million or $0.02 per share for the same period in 2012. These comparative increases in losses were primarily due to the June 2012 acquisition of Denison Mines Corp.’s mining assets and operations located in the United States (the “US Mining Division”), and the associated increases in payroll, administrative, carrying, and operating costs as a result of the acquisition.

    - 2 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Revenues

    Revenues for the three months ended March 31, 2013 totaled $34.09 million (March 31, 2012 – Nil), which included the sale of 533,334 pounds of U 3 O 8 pursuant to term contracts at an average price of $56.23 per pound, the sale of 667,000 pounds of V 2 O 5 at an average price of $6.06 per pound, and $62,000 from other services.

    Revenues for the six months ended March 31, 2013 totaled $43.01 million (March 31, 2012 – Nil), which included the sale of 650,000 pounds of U 3 O 8 pursuant to term contracts at an average price of $56.55 per pound, the sale of 40,000 pounds of U 3 O 8 on the spot market at a price of $41.50 per pound, the sale of 745,000 pounds of V 2 O 5 at an average price of $5.98 per pound, and $146,000 from other services.

    Operating Expenses

    Milling and Mining Expenses

    During the three months ended March 31, 2013, the Company processed conventional uranium and vanadium ores from the Company’s mines on the Colorado Plateau, as well as alternate feed material. Uranium and vanadium production for the three months ended March 31, 2013 totaled 290,600 pounds of U 3 O 8 , including 51,600 pounds from alternate feed material, and 812,600 pounds of V 2 O 5 . For the six months ended March 31, 2013, uranium and vanadium production totaled 448,000 pounds of U 3 O 8 , including 71,000 pounds from alternate feed material, and 1,047,200 pounds of V 2 O 5 .

    Cost of goods sold for the three months ended March 31, 2013 totaled $33.10 million, which consisted of $27.89 million of mining and milling production costs, $3.81 million of depreciation and amortization and impairment of inventories of $1.40 million. Cost of goods sold for the six months ended March 31, 2013 totaled $41.74 million, which consisted of $35.91 million of mining and milling production costs, $4.43 million of depreciation and amortization and impairment of inventories of $1.40 million.

    Production costs 1 at the White Mesa Mill for the three months and six months ended March 31, 2013 were $39.57 per pound of U 3 O 8 and $42.68 per pound U 3 O 8 , respectively.

    Mineral Property Exploration, Evaluation and Development

    Energy Fuels is also engaged in uranium exploration and development on its properties in the U.S. Exploration, evaluation and development expenditures totaled $5.50 million for the three months ended March 31, 2013 and $8.68 million for the six months ended March 31, 2013, compared with $0.38 million and $1.06 million for the three and six months ended March 31, 2012, respectively. The majority of the development expenditures for the period ended March 31, 2013 were for development activities at the Canyon and Pinenut mines in Arizona, and the evaluation expenditures were for the Sheep Mountain project in Wyoming.

    Selling, General and Administrative

    Selling, general and administrative expenses totaled $5.96 million for the three months ended March 31, 2013, and $9.20 million for the six months ended March 31, 2013, compared to $2.22 million and $3.13 million for the three and six months ended March 31, 2012, respectively. The increases in selling, general and administrative expenses were primarily due to the June 2012 acquisition of Denison’s US Mining Division, and the additional costs related to the contract amortization expense. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other overhead expenditures. Selling expenses for the three months and six months ended March 31, 2013 totaled $0.53 million and $0.71 million, respectively, and amortization of the intangible asset recorded for the U 3 O 8 sales contract values in excess of spot price at the June 29, 2012 acquisition date of the US Mining Division totaled $2.92 million and $3.71 million, respectively.

    ____________________________

    1 Production costs per pound include the costs of mining the ore fed to the mill in the period, which include fair value adjustments to beginning stockpile inventories, plus the costs of milling less a credit for vanadium produced in the period and excluding depreciation and amortization, divided by pounds produced, which is a non-GAAP measure.

    - 3 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Care and Maintenance Expenses

    The Company’s Beaver, Pandora and Daneros mines were placed on care and maintenance in the first quarter of FY-2013 as a result of the current market conditions and because the Company can fulfill its contractual uranium delivery requirements utilizing its existing stockpiles of ore, producing mines in Arizona and alternate feed materials. Costs related to the care and maintenance of these and other standby mines, totaled $1.40 million and $2.05 million for the three and six months ended March 31, 2013, respectively.

    Other Income and Expenses

    Finance income (expense) totaled ($1.22 million) for the three months ended March 31, 2013, and $0.25 million for the six months ended March 31, 2013, compared to ($0.19 million) and ($0.20 million) for the three and six months ended March 31, 2012, respectively. This was due to earnings from investments in the surety bond collateral account, interest expense incurred on the convertible debentures of $0.48 million and $0.98 million for the three and the six months ended March 31, 2013, respectively, and the $0.97 million gain recorded for the mark-to-market adjustment on the Mega Uranium Ltd. common shares held by the Company. A mark-to-market adjustment for the convertible debentures and other interest bearing liabilities of ($0.90) million and $1.2 million were recorded in the three and six months ended March 31, 2013.

    Investment in Virginia Energy Resources Inc.

    On January 28, 2013, the Company completed an acquisition of a 16.5% interest in Virginia Energy Resources Inc. (“Virginia Energy”) as part of a non-brokered private placement financing. Energy Fuels acquired 9,439,857 common shares of Virginia Energy at a price of C$0.42 per share, for an aggregate subscription price of C$3.97 million ($3.94 million). The subscription was satisfied by a combination of C$0.25 million ($0.25 million) of cash and through the issuance of 21,851,411 common shares in the capital of the Company. Pursuant to the subscription agreement, for so long as Energy Fuels owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding common shares of Virginia Energy, increasing to 9.9% after two years. Graham Moylan, Chief Financial Officer of Energy Fuels, has been appointed as a director of Virginia Energy. In addition, the Company issued 270,270 common shares of the Company to Cantor Fitzgerald Canada Corporation in partial satisfaction of the financial advisory fees.

    OUTLOOK FOR FY-2013

    Production

    For FY-2013, the Company’s uranium production is expected to be approximately 1.175 million pounds U 3 O 8 from conventional ore and alternate feed sources, with 0.52 million pounds produced year-to-date as of March 31, 2013. Production from conventional ore is expected to include ore mined from the Company’s Beaver, Pandora, Daneros and Arizona 1 mines. Mining on the Arizona Strip is expected to continue during FY-2013 at the Company’s Arizona 1 and Pinenut mines. The Company’s Beaver, Pandora, and Daneros mines were placed on care and maintenance. As a result of the conventional ore production from the previously stockpiled Beaver and Pandora ores, vanadium production is anticipated to be 1.5 to 1.6 million pounds V 2 O 5 in FY-2013 with 1.05 million pounds produced year-to-date as of March 31, 2013.

    The Company expects to produce 500,000 to 550,000 pounds of U 3 O 8 during the quarter ended June 30, 2013, sourced from alternate feed sources, the previously stockpiled conventional ore from the Beaver, Pandora and Daneros mines, and from the current production and stockpiled conventional ore from the Arizona Strip.

    - 4 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Sales

    FY-2013 uranium sales are forecast to be approximately 1.00 to 1.05 million pounds of U 3 O 8 of which 957,000 pounds will be sold into long-term contracts and the remainder will be sold on the spot market. Vanadium sales are estimated to be between 1.7 and 1.8 million pounds V 2 O 5 in FY-2013.

    Pursuant to its long-term supply contracts, the Company expects to sell 50,000 pounds of U 3 O 8 during the quarter-ended June 30, 2013.

    Development Activities

    During FY-2013 Energy Fuels plans to continue permitting work on the Sheep Mountain Project in Wyoming. The total planned cost of the Sheep Mountain permitting program in FY-2013 is $1.10 million.

    Development of the Canyon mine in Arizona is planned to continue in FY-2013. Sinking of the shaft began in early April 2013. The estimated cost of development activities at Canyon is $3.90 to $4.40 million for FY-2013.

    Reopening of the Pinenut mine is planned for FY 2013 with commercial production expected in the 2 nd half of FY-2013.

    Permitting and exploration activities for other Energy Fuels’ mineral properties are estimated to be approximately $1.80 million during FY-2013.

    USE OF PROCEEDS FROM CONVERTIBLE DEBENTURES FINANCING

    The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the net proceeds received from the issuance of 22,000 convertible debentures (“Debentures”) on July 24, 2012 as compared to the actual expenses incurred to March 31, 2013.

        Estimated        
    Use of Financing Net Proceeds (000's)   Allocation of Net     Actual Costs Incurred  
    (excluding General Working Capital)   Proceeds     to March 31, 2013  

     Sage Plain Project permitting and mine design (1)

    $ 5,065   $ 1,214  

     Sheep Mountain Project permitting, mine design and development

      4,300     904  

     Sustaining capital for existing mines

      2,660     3,565  

     Daneros Mine development, permitting and exploration (1)

      1,600     0  

     Payment to Uranium One for Titan Uranium loan

      1,050     1,055  

     Payment to Pinetree Capital for Titan Uranium loan

      1,030     1,039  

     Canyon & Pinenut Mines permitting and site rehabilitation (1)

      825     7,209  

     Energy Queen Mine permitting, site rehabilitation and exploration (1)

      550     0  

     

    $ 17,080   $ 14,986  

    (1) Concurrent with the Company's decision to place its Colorado Plateau mines on standby in the quarter ended December 31, 2012 due to lower uranium spot market prices, permitting and development projects on the Colorado Plateau were scaled back and the Company allocated additional funding to the Arizona Strip development projects, which are the Company’s higher grade development properties.

    LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents were $13.01 million at March 31, 2013 compared with $13.66 million at September 30, 2012. The decrease of $0.65 million was due to cash provided by operations of $12.55 million, cash used in investing activities of $11.81 million, and cash used in financing activities of $1.37 million. The Company’s working capital is $33.11 million compared with $44.08 million at September 30, 2012.

    - 5 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    The Company’s revenues can vary significantly on a quarterly basis as a result of the timing of deliveries pursuant to its uranium term supply contracts. During the period ended March 31, 2013, the Company sold 533,334 pounds of U 3 O 8 , all of which sales were pursuant to term supply contracts. The Company expects to sell 50,000 pounds U 3 O 8 pursuant to its long-term supply contracts during the quarter-ended June 30, 2013. In addition, the Company uses significantly more cash when the White Mesa Mill is processing conventional ore, and during the three and six months ended March 31, 2013 the Company produced 239,000 and 448,000 pounds U 3 O 8 from conventional ore respectively. The Company will primarily manage its liquidity by appropriately managing uranium concentrate inventories and conventional ore processing schedules in the following manner: (1) to provide the Company access to sufficient uranium concentrates required for deliveries pursuant to its term supply contracts, and (2) to generate sufficient cash from concentrate sales in a timely fashion such that it has sufficient cash on-hand for the higher expenditures required when conventional ore is processed at the White Mesa Mill. The Company is also in the process of evaluating loan financing for accounts receivables and concentrate inventories to increase its operational flexibility.

    Uranium concentrates and work-in-progress inventories were 114,000 pounds U 3 O 8 at March 31, 2013. Based on spot market prices at March 31, 2013, this inventory has a value of $4.87 million. At March 31, 2013, a total of 48,000 tons of conventional ore was stockpiled at the mill containing approximately 325,000 pounds U 3 O 8 and 429,000 pounds V 2 O 5 . The Company also had approximately 270,000 pounds U 3 O 8 contained in alternate feed material stockpiled at the mill at March 31, 2013.

    Net cash provided by operating activities during the three months ended March 31, 2013 totaled $14.67 million, and was comprised of the net loss for the period of $7.76 million, the changes in non-cash items, and the changes in working capital items. Overall, cash provided by operating activities largely resulted from an increase in sales for the quarter ended March 31, 2013 and the change of $11.87 million in non-cash working capital.

    Net cash used in investing activities during the three months ended March 31, 2013 totaled $5.25 million, and was comprised of expenditures for property, plant and equipment of $0.06 million, exploration and evaluation activities of $5.50 million primarily on the Canyon, Pinenut and Sheep Mountain projects, $0.27 million for the Company’s investment in Virginia Energy, less $0.75 million in proceeds received from the sale of Mega Uranium shares.

    Net cash used in financing activities during the three months ended March 31, 2013 was $0.02 million.

    Contingencies

    Legal matters

    On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit in the U.S. District Court for the District of Arizona against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“BLM”) (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs also claimed that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Company’s subsidiary Energy Fuels Resources (USA) Inc. (“EFRI”) intervened in the case. The Plaintiffs sought an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until the Defendants comply with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favor of the Defendants and EFRI and against the Plaintiffs on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals, and on February 4, 2013 the Court of Appeals issued its ruling in favor of the Defendants and EFRI, and against the Plaintiffs, on all counts. On March 21, 2013, the Plaintiffs filed a petition for rehearing with the Ninth Circuit Court of Appeals. The Plaintiff’s petition was denied on April 22, 2013. The Plaintiff’s final avenue for appeal on this matter is to file a petition with the U.S. Supreme Court. They have 90 days from April 22, 2013 in which to file such a petition.

    The Company’s subsidiary EFRI entered into a fixed price construction contract with KGL Associates, Inc. (“KGL”) in 2009 relating to the construction of tailings cell 4B at the Company’s White Mesa Mill. The performance by KGL of its obligations under this contract is under dispute in the Seventh District Court in San Juan County, Utah. In the litigation: (a) EFRI seeks approximately $3.25 million in damages from KGL, including indemnity and reimbursement from KGL for monies paid by EFRI to KGL subcontractors or suppliers unpaid when KGL abandoned the project; (b) KGL seeks payment of approximately $1.84 million for alleged project labor and/or equipment inefficiencies allegedly caused by EFRI and foregone profits; and (c) both parties seek pre-judgment interest, attorney fees and costs. The litigation was fully joined in February 2011. A case management order is in place and discovery has been completed. A trial is expected to occur in 2013. Under the Arrangement Agreement dated May 23, 2012 between the Company and Denison Mines Corp., which was entered into in connection with the acquisition by the Company of the US Mining Division in June 2012, Denison has agreed to fully indemnify the Company in connection with this litigation and will receive any proceeds from a judgment.

    - 6 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and Energy Fuels on the ten substantive environmental, health and safety claims in the lawsuit challenging CDPHE’s issuance to Energy Fuels of a radioactive materials license (“License”) for the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering an administrative hearing. The License was set aside, pending the completion of the hearing. On October 11, 2012, the Company announced a settlement with the Town of Telluride and San Miguel County, Colorado (San Miguel County was granted party status in the administrative hearing). As a result of this settlement, these entities did not participate in the hearing. The Town of Ophir remained a party but was no longer represented by counsel. The administrative hearing was conducted on November 7, 2012 to November 13, 2012. On January 14, 2013, the hearing officer for the administrative hearing issued a positive decision for Energy Fuels, holding that the hearing satisfied the requirements of Colorado law and that the CDPHE must consider any new evidence presented. On January 30, 2013, the plaintiffs appealed the hearing officer’s decision to the Executive Director of CDPHE. On February 28, 2013, the Executive Director denied plaintiff’s appeal. On April 25, 2013, CDPHE re-issued the License to the Company.

    On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time. On January 28, 2013, the Company filed a Special Appearance to Challenge Personal Jurisdiction, Motion to Transfer Venue, Motion to Dismiss for Forum Non Conveniens and Original Answer Subject Thereto.

    On January 11, 2013, the Ute Mountain Ute tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination located in the shallow aquifer at the Company’s White Mesa Mill site. This challenge is currently being evaluated by UDEQ and the Company, and may involve the appointment by UDEQ of an Administrative Law Judge to hear this matter under Utah administrative procedures. If appointed, the Administrative Law Judge will set a schedule for further proceedings which will involve a hearing to resolve the challenge. After the hearing, the judge will issue a recommended decision to the final agency decision maker, the Director of UDEQ. An appeal can be taken from the Director's decision to Utah's appellate courts.

    On March 7, 2013, the Center for Biological Diversity, the Grand Canyon Trust, the Sierra Club and the Havasupai Tribe (the “Plaintiffs”) filed a complaint in U.S. District Court for the District of Arizona (the “Court”) against the Forest Supervisor for the Kaibab National Forest and the U.S. Forest Service (“USFS”, collectively, the “Defendants”) seeking an order declaring that the USFS failed to comply with environmental, mining, public land, and historic preservation laws in relation to the Company’s Canyon mine, and setting aside and vacating any approvals and authorizations regarding exploration and mining operations at the Canyon mine. In addition, the Plaintiffs seek injunctive relief directing operations to cease at the mine and enjoining the USFS from authorizing or allowing any further exploration or mining-related activities at the Canyon mine until the USFS fully complies with all applicable laws. In particular, the Plaintiffs claim that (1) the USFS’ decision to allow mining operations at the Canyon mine under a 1986 Plan of Operations and Environmental Impact Statement (“EIS”) is in contravention of applicable laws; (2) the USFS failed to undertake and complete a National Historic Preservation Act (“NHPA”) Section 106 Process relating to adverse impacts to the Red Butte Traditional Cultural Property, and; (3) the USFS failed to comply with the National Environmental Policy Act (“NEPA”), NHPA, Executive Order 13007, the National Forest Management Plan, the Kaibab Forest Plan, and U.S. Forest Service Mining Regulations when it determined that the unpatented mining claims at the Canyon mine had valid existing rights under the 1872 Mining Law. On April 11, 2013, the Plaintiffs filed a Motion for Preliminary Injunction enjoining the Defendants from allowing construction and/or mining activities to occur at the Canyon mine and suspending all USFS approvals. On April 15, 2013, the Company’s subsidiaries, EFRI and EFR Arizona Strip LLC filed an Unopposed Motion to Intervene, which was granted by the Court on April 17, 2013. The Defendant’s and the Company’s response to the Motion for Preliminary Injunction is due on May 10, 2013. The Defendant’s and the Company’s answer to the original complaint is due on June 13, 2013. If the Plaintiffs are successful on their Motion for Preliminary Injunction or on the merits, the Company may be required to stop mine development and mining activities at the Canyon mine pending resolution of the matter. Any required stoppage of mine development and mining activities could have a significant impact on the Company.

    - 7 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    OFF-BALANCE SHEET ARRANGEMENTS

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

    TRANSACTIONS WITH RELATED PARTIES

    The Company has not engaged in any transactions with related parties.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OUTSTANDING SHARE DATA

    At May 9, 2013, there were 705,301,358 common shares issued and outstanding, of which 1,046,067 were acquired by the Company pursuant to the Titan Uranium Inc. acquisition and are treated as treasury stock. In addition, the Company has 29,590,250 warrants issued and outstanding to purchase a total of 29,590,250 common shares, and 29,404,000 stock options outstanding to purchase a total of 29,404,000 common shares for a total of 764,295,608 common shares on a fully-diluted basis. In addition, at May 9, 2013, there were 22,000 Debentures outstanding, convertible into a total of 73,333,333 common shares at a price of $0.30 per common share.

    CONTROLS AND PROCEDURES

    The Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the Company. They are assisted in this responsibility by the Company’s management team. The Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at March 31, 2013 have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiaries would have been known to them.

    During the period ended March 31, 2013, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

    QUALIFIED PERSON

    The disclosure of scientific and technical information regarding Energy Fuels’ properties in this MD&A was prepared under the supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of Energy Fuels, who is a Qualified Person in accordance with the requirements of National Instrument 43-101.

    - 8 -



    Exhibit 99.89

    Energy Fuels Inc.

    Condensed Consolidated Interim Financial Statements
    (Unaudited)

    Three and Six Months Ended March 31, 2013



    ENERGY FUELS INC.
    Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

        March 31, 2013     September 30, 2012  
    ASSETS            
                 
    Current assets            
       Cash and cash equivalents $  13,011   $  13,657  
       Marketable securities (Note 6)   478     1,627  
       Trade and other receivables (Note 7)   2,952     15,268  
       Inventories (Note 8)   25,256     30,328  
       Prepaid expenses and other assets   921     464  
        42,618     61,344  
    Non-current            
       Inventories (Note 8)   -     2,945  
       Property, plant and equipment (Note 9)   139,623     133,085  
       Investment in Virginia Energy (Note 5)   4,182     -  
       Intangible assets   10,196     13,909  
       Restricted cash   28,468     28,525  
      $  225,087   $  239,808  
                 
    LIABILITIES & SHAREHOLDERS' EQUITY            
                 
    Current liabilities            
       Accounts payable and accrued liabilities $  7,420   $  15,347  
       Deferred revenue   1,150     1,150  
       Current portion of long-term liabilities            
           Decommissioning liability   95     43  
           Loans and borrowings   844     724  
        9,509     17,264  
    Non-current            
       Long-term decommissioning liability   15,847     15,681  
       Long-term loans and borrowings   20,641     22,765  
        45,997     55,710  
                 
    Shareholders' equity            
       Capital stock (Note 10) $  183,360   $  178,745  
       Contributed surplus   19,810     17,906  
       Share purchase warrants   4,103     6,002  
       Deficit   (27,614 )   (17,602 )
       Accumulated other comprehensive loss   (569 )   (953 )
        179,090     184,098  
      $  225,087   $  239,808  

    Additional footnote references
       Commitments and contingencies (Note 12)

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Larry Goldberg , Director

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

    2



    ENERGY FUELS INC.
    Consolidated Statements of Comprehensive Loss
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

        Three Months Ended     Six Months Ended  
        March 31,     March 31,  
        2013     2012     2013     2012  
                             
                             
    REVENUES (Note 13) $  34,087   $  -   $  43,014   $  -  
                             
    COST OF SALES                        
    Production cost of sales   27,890     -     35,911     -  
    Impairment of inventories (Note 8)   1,401     -     1,401     -  
    Depreciation, depletion and amortization (Note 13)   3,808     -     4,425     -  
    TOTAL COST OF SALES   (33,099 )   -     (41,737 )   -  
    GROSS PROFIT   988     -     1,277     -  
    Care and maintenance expenses   (1,402 )   -     (2,053 )   -  
    Selling, general and administrative expenses (Note 13)   (5,960 )   (2,222 )   (9,195 )   (3,126 )
    Finance income (expense) (Note 13)   (1,218 )   (191 )   255     (203 )
    Other income (expense)   (156 )   (1 )   (288 )   325  
    NET LOSS BEFORE TAXES   (7,748 )   (2,414 )   (10,004 )   (3,004 )
    Income tax expense   (8 )   -     (8 )   -  
    NET LOSS FOR THE PERIOD   (7,756 )   (2,414 )   (10,012 )   (3,004 )
    Unrealized loss on marketable securities   -     (344 )   -     (344 )
    Change in foreign currency translation   388     79     384     251  
    COMPREHENSIVE LOSS FOR THE PERIOD $  (7,368 ) $  (2,679 ) $  (9,628 ) $  (3,097 )
        -     -              
    LOSS PER COMMON SHARE   -     -              
        BASIC AND DILUTED LOSS PER SHARE $  (0.01 ) $  (0.02 ) $  (0.01 ) $  (0.02 )

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

    3



    ENERGY FUELS INC.
    Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

      Six Months Ended  

     

      March 31,  

     

      2013     2012  

     

               

    Capital stock (Note 10)

               

       Balance, beginning of period

    $  178,745   $  60,052  

           Shares issued for Titan Uranium, Inc. asset purchase

      -     32,499  

           Shares issued for Titan Uranium, Inc. advisory fees

      -     431  

           Treasury shares

      -     (371 )

           Common Shares issued for acquisition of joint venture interests (Note 3)

      682     -  

           Shares issued for Investment in Virginia Energy (Note 5 )

      3,906     -  

           Shares issued for Virginia Energy advisory fees (Note 5)

      39     -  

           Share issuance costs - private placement

      (12 )   -  

       Balance, end of period

      183,360     92,611  

     

               

    Contributed surplus

               

       Balance, beginning of period

      17,906     13,809  

           Share purchase warrants expired

      1,899     -  

           Share-based compensation

      5     1,464  

       Balance, end of period

      19,810     15,273  

     

               

    Share purchase warrants

               

       Balance, beginning of period

      6,002     4,159  

           Warrants issued in exchange for Titan warrants

      -     541  

           Share purchase warrants expired

      (1,899 )   -  

       Balance, end of period

      4,103     4,700  

     

               

    Deficit

               

       Balance, beginning of period

      (17,602 )   (34,575 )

           Net loss for the period

      (10,012 )   (3,004 )

       Balance, end of period

      (27,614 )   (37,579 )

     

               

    Accumulated other comprehensive loss

               

       Balance, beginning of period

      (953 )   (1,251 )

           Unrealized loss on marketable securities

      -     (343 )

           Foreign currency translation reserve

      384     251  

       Balance, end of period

      (569 )   (1,343 )

     

               

    Total shareholders' equity

    $  179,090   $  73,662  

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

    4



    ENERGY FUELS INC.
    Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

      Three Months Ended     Six Months Ended  

     

      March 31,     March 31,  

     

      2013     2012     2013     2012  

     

                           

    OPERATING ACTIVITIES

                           

       Net loss for the period

    $  (7,756 ) $  (2,414 ) $  (10,012 ) $  (3,004 )

       Items not involving cash:

                           

           Depletion, depreciation and amortization (Note 13)

      7,214     15     8,670     33  

           Stock-based compensation

      5     1,238     5     1,249  

           Finance income (expense) (Note 13)

      1,218     191     (255 )   203  

           Unrealized foreign currency translation

      416     (134 )   655     15  

           Impairment of inventories

      1,401     -     1,401     -  

       Other (income) expense

      156     -     288     (324 )

       Change in non-cash working capital

      11,873     (1,008 )   11,467     (1,246 )

       Interest received

      143     3     326     7  

     

      14,670     (2,109 )   12,545     (3,067 )

     

                           

    INVESTING ACTIVITIES

                           

       Development expenditures on property, plant and equipment

      (55 )   (207 )   (2,748 )   (419 )

       Expenditures on exploration and evaluation

      (5,502 )   (381 )   (8,678 )   (1,061 )

       Cash proceeds (outlays) for acquisition of Titan Uranium, Inc.

      -     122     -     (486 )

       Acquisition of joint venture interests, net of cash acquired (Note 3)

      -     -     (758 )   -  

       Expenditures for Investment in Virginia Energy (Note 5)

      (269 )   -     (269 )   -  

       Expenditures for acquisition of Denison US Mining Division (Note 4)

      -     (36 )   -     (36 )

       Proceeds (outlays) from sale of property, plant and equipment

      -     -     -     325  

       Proceeds from sale of marketable securities

      747     -     816     -  

       Change in cash deposited with regulatory agencies for decommissioning liabilities

      (172 )   (13 )   (177 )   (13 )

     

      (5,251 )   (515 )   (11,814 )   (1,690 )

     

                           

    FINANCING ACTIVITIES

                           

       Repayment of borrowings

      (24 )   -     (546 )   (126 )

       Interest paid on convertible debentures

      -     -     (824 )   -  

     

      (24 )   -     (1,370 )   (126 )

     

      -     -              

    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE PERIOD

      9,395     (2,624 )   (639 )   (4,883 )

       Effect of exchange rate fluctuations on cash held

      3     40     (7 )   63  

       Cash and cash equivalents - beginning of period

      3,613     4,719     13,657     6,955  

    CASH AND CASH EQUIVALENTS - END OF PERIOD

    $  13,011   $  2,135   $  13,011   $  2,135  

    Non-cash investing and financing transactions:

                           

       Issuance of shares for acquisition of joint venture interests (Note 3)

    $  -   $  -   $  682   $  -  

       Issuance of shares for investment in Virginia Energy (Note 5)

      3,945     -     3,945     -  

       Issuance of secured notes for acquisition of mineral properties

      -     -     -     920  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    1. REPORTING ENTITY AND NATURE OF OPERATIONS

    Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. Energy Fuels Inc. registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6 and its principle place of business and the head office of the Company’s U.S. subsidiaries is located at 225 Union Blvd., Suite 600, Lakewood, Colorado, 80228 USA.

    Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “EFI”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium and vanadium bearing mineral properties, extraction, processing and selling of uranium and vanadium.

    Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co-product of some of the Company’s mines, is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company also processes uranium bearing waste materials, referred to as “alternate feed materials”.

    2. BASIS OF PRESENTATION

    These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

    These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the annual audited financial statements of the Company for the year ended September 30, 2012.

    The accounting policies and methods of application applied by the Company in these condensed consolidated interim financial statements are the same as those applied to the consolidated financial statements as at and for the year ended September 30, 2012, except as disclosed below:

    Investment in Associates

    Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of an associate is measured at the fair value of the assets given up, shares issued or liabilities assumed at the date of acquisition plus costs directly attributable to the acquisition.

    The consolidated financial statements include the Company’s share of the profit or loss and other comprehensive income of equity-accounted investees, after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until significant influence ceases.

    When the Company’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee.

    The carrying value of an associate is reviewed on a regular basis and, if impairment in the carrying value has occurred, it is written down to its recoverable amount in the period in which impairment is identified.

    Unrealized gains and losses on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in its associates.

    6



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    3. ACQUISITION OF JOINT VENTURE INTERESTS

    On September 21, 2012, the Company executed a Purchase Agreement whereby the Company agreed to purchase from Aldershot Resources Ltd. (“Aldershot”) its membership interest in the Colorado Plateau Partners LLC (“CPP”) Arizona Strip Partners LLC (“ASP”), both a 50/50 joint venture between EFRC and Aldershot.

    The acquisition was completed on October 1, 2012. Pursuant to the Purchase Agreement, Aldershot received $0. million in cash, cancellation of debt owed by Aldershot to EFRC of $0.56 million including a note receivable of $0. million and 3,527,570 shares of EFI common stock valued at C$0.19 per share. The total purchase price was $2.04 million including $53,000 of transaction costs. The transaction was accounted for as an asset purchase and the of each item of property, plant and equipment acquired as part of the group of assets acquired was determined allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition

    CPP holds a majority of the properties in the Sage Plain Project Area including the Calliham lease, the Crain lease, Utah State leases and 94 unpatented mining claims on BLM land. As a result of the acquisition, the Company now owns 100% of the Sage Plain Project.

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

    Cash $  750  
    3,527,570 common shares of EFI   682  
    Cancellation of debt   557  
    Transaction costs incurred   53  
       Purchase consideration $  2,042  

    The purchase price was allocated as follows:      
    Cash and cash equivalents $  45  
    Property, plant and equipment (1)   1,997  
    Restricted cash   54  
    Decommissioning liability   (54 )
      $  2,042  

    (1) The properties included as part of property, plant and equipment are the Calliham Lease, the Crain Lease, four Utah State Leases, and 94 unpatented mining claims, all of which are located in Utah.

    4. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED

    On June 29, 2012, the Company completed the acquisition of Denison Mines Holding Corp. and White Canyon Uranium Limited. The transaction was accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction, Energy Fuels controls the board of directors with eight of the ten board seats, majority of senior management posts, and has overall control of the day-to-day activities of the combined entities. The accounting for the Acquisition has been done on a preliminary basis taking into account the information available at the time these condensed consolidated interim financial statements were prepared.

    The purchase price allocation remains preliminary and is therefore subject to further adjustment prior to the end of the third fiscal quarter of 2013 for the completion of the valuation process and analysis of resulting tax effects. Final valuations of the assets and liabilities are not yet complete due to the timing of the Acquisition and complexities inherent in the valuation process. Previously, the Company had adjusted the preliminary purchase price allocation to adjust inventory stockpiles by $10.97 million as well as to recognize an intangible asset of $15.85 million for the estimated fair value of customer contracts acquired. The adjustments recorded resulted in an increase in gain on bargain purchase of $4.88 million from the amount reported in previous periods. There were no adjustments to the fair value recorded in the six month period ended March 31, 2013.

    7



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    4. ACQUISITION OF DENISON MINES HOLDING CORP. AND WHITE CANYON URANIUM LIMITED (continued)

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

    Purchase price      
     Issuance of 425,440,872 common shares of EFI $  79,322  
           
    Fair value of assets and liabilities acquired   Fair Value  
         Cash and cash equivalents   552  
         Trade and other receivables   241  
         Inventories   31,530  
         Prepaid expenses and other assets   303  
         Property, plant and equipment   84,942  
         Intangible assets   15,851  
         Restricted cash (1)   24,965  
         Accounts payable and accrued liabilities   (7,802 )
         Deferred revenue   (1,150 )
         Decommissioning liabilities   (13,895 )
        135,537  
    Gain on purchase (2)   (56,215 )
      $  79,322  

      (1)

    Cash, cash equivalents and fixed income securities posted as collateral for various bonds with state and federal regulatory agencies for estimated reclamation costs associated with the decommissioning liability of the White Mesa mill, and plant, property and equipment.

         
      (2)

    The Acquisition of DMHC and White Canyon resulted in a preliminary gain on bargain purchase as a result of the excess of the estimated fair value of the assets and liabilities acquired over the purchase price. This gain is preliminary and subject to final fair value adjustments, which are to be completed by the quarter ended June 30, 2013.

    5. INVESTMENT IN VIRGINIA ENERGY RESOURCES INC. (“Virginia Energy”)

    On January 28, 2013, pursuant to a private placement, the Company acquired 9,439,857 common shares of Virginia Energy at a price of C$0.42 per common share. The 9,439,857 common shares acquired by the Company represented 16.5% of Virginia Energy’s common shares outstanding. Consideration paid by the Company for this investment consisted of C$0.25 million ($0.25 million) in cash and 21,851,411 common shares of the Company issued on a private placement basis for an aggregated consideration of $4.1 million. The Company issued 270,270 common shares on a private placement basis in partial satisfaction of financial advisory services provided in connection with its investment in Virginia Energy.

    Virginia Energy is listed on the Toronto Venture Exchange and owns 100% of the advanced-stage Coles Hill Project located in south central Virginia, USA.

    Pursuant to the subscription agreement with Virginia Energy, for so long as the Energy Fuels owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding common shares, increasing to 9.9% after 2 years. Management has assessed that the provisions of the subscription arrangement, which allowed it to appoint a director to the Board of Virginia Energy represents significant influence over Virginia Energy, as the Company has the power to participate in the operating and financial decisions of Virginia Energy. Accordingly, the Company has accounted for its investment in Virginia Energy using equity accounting.

    8



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    5. INVESTMENT IN VIRGINIA ENERGY (continued)

    Summary financial information for Virginia Energy is as follows:

        December 31,  
        2012  
    Current assets $  632  
    Non-current assets   27,647  
    Total assets   28,279  
    Current liabilities   1,976  
    Non-current liabilities   3,951  
    Total liabilities   5,927  
    Equity   22,352  

    Virginia Energy generally releases its financial statements after Energy Fuels releases its financial statements. Accordingly, the Company will record its share of Virginia Energy’s comprehensive income or loss using information available from the previous quarter. The Company has not recorded its share of comprehensive income or loss of Virginia Energy for the three months ended December 31, 2012 as it represents a period of time prior to the Company’s investment.

    At March 31, 2013, the fair value of the Company’s investment in Virginia Energy was $2.9 million.

    6. MARKETABLE SECURITIES

    Marketable securities are classified as available-for-sale, are stated at their fair values, and consist of the following:

        March 31,     September 30,  
        2013     2012  
      $      
    Mega Uranium Ltd.            
    3,467,000 common shares (September 30, 2012 - 10,000,000)   478     1,627  
        478     1,627  

    The Company has classified its investment in Mega Uranium Ltd. (“Mega”) as an available-for-sale investment. During the three and six months period ended March 31, 2013, the Company sold 6,005,000 and 6,533,000 shares of Mega for gross proceeds of C$0.70 million ($0.70 million) and C$0.8 million ($0.8 million), and recorded a mark-to-market increase of $0.1 million and decrease of $0.3 million in profit and loss.

    9



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    7. TRADE AND OTHER RECEIVABLES

        March 31,     September 30,  
        2013     2012  
      $      
    Trade receivables - mineral concentrate sales   1,991     12,807  
    Other receivables   934     1,906  
    Notes receivable (1)   27     555  
        2,952     15,268  

    (1)

    The September 30, 2012 amount of $0.56 million included a $0.51 million promissory note receivable from Aldershot, which held a 50% interest in the CPP joint venture with EFRC until the promissory note was canceled on October 1, 2012 as a result of EFRC’s acquisition of Aldershot’s 50% joint venture interest in CPP (Note 3).

    8. INVENTORIES

        March 31,     September 30,  
        2013     2012  
      $      
       Concentrates and work-in-progress (1)   7,828     11,481  
       Inventory of ore in stockpiles   12,420     17,588  
       Raw materials and consumables   5,008     4,204  
        25,256     33,273  
    Inventories - by duration            
       Current   25,256     30,328  
       Long-term - ore in stockpiles   -     2,945  
        25,256     33,273  

      (1)

    During the period ended March 31, 2013, the Company recorded an impairment loss of $1.4 million on inventories in profit and loss.

    The current portion of inventory of ore in stockpiles represents ore that will be processed within the next twelve months of planned mill production.

    10



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    9. PROPERTY, PLANT AND EQUIPMENT

              Mineral Properties        
        Plant and           Care and     Pre-development        
        equipment     Operating     maintenance     and non-operating        Total  
    Cost                              
    Balance at September 30, 2012 $  53,850   $  18,673   $  -   $  90,483   $  163,006  
       Acquisition of joint venture interests (Note 3)   -     -     -     1,997     1,997  
       Additions   1,397     1,402     -     8,102     10,901  
       Reclassification to non-operating (1)   -     (18,114 )   18,114     -     -  
    Balance at March 31, 2013 $  55,247   $  1,961   $  18,114   $  100,582   $  175,904  
    Depreciation, depletion, disposals and impairment                              
    Balance at September 30, 2012 $  15,590   $  2,337   $  -   $  11,994   $  29,921  
       Depreciation for the period   5,054     -     -     -     5,054  
       Depletion for the period   -     1,306     -     -     1,306  
       Reclassification to non-operating (1)   -     (2,844 )   2,844     -     -  
    Balance at March 31, 2013 $  20,644   $  799   $  2,844   $  11,994   $  36,281  
                                   
    Carrying amounts                              
    At September 30, 2012 $  38,260   $  16,336   $  -   $  78,489   $  133,085  
    At March 31, 2013 $  34,603   $  1,162   $  15,270   $  88,588   $  139,623  

    (1)

    Primarily, the Beaver, Pandora, and Daneros mines, which were placed on care and maintenance in the six months ended March 31, 2013 as a result of current market conditions and because the Company can fulfill its contractual uranium delivery requirements utilizing its existing stockpiles of ore, producing mines in Arizona and alternate feed. Costs associated with the care and maintenance for mines have been expensed in the period in which they were incurred and depletion is no longer being recorded. For the three and six month periods ended March 31, 2013, the costs expensed in profit and loss were $1.40 million and $2.05 million respectively.

    10. CAPITAL STOCK AND CONTRIBUTED SURPLUS

    Authorized capital stock

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    11



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    10. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

    Issued capital stock

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

        March 31, 2013     September 30, 2012  
        Shares     Amount $     Shares     Amount $  
    Balance, beginning of period   678,606,040     178,745     123,999,665     60,052  
       Shares issued for acquisition of joint venture interests (Note 3)   3,527,570     682     -     -  
       Shares issued for Titan Uranium, Inc. asset purchase (1)   -     -     89,063,997     32,498  
       Shares issued for Titan Uranium, Inc. advisory fees (2)   -     -     1,256,489     431  
       Shares issued for Denison US Mining merger (Note 4)   -     -     425,440,872     79,322  
       Shares issued for Denison US Mining advisory fees (Note 4)   -     -     4,373,917     981  
       Shares and warrants issued for private placement (3)   -     -     35,500,500     6,549  
       Shares issued for Virginia Energy shares (Note 5)   21,851,411     3,906     -     -  
       Shares issued for Virginia Energy advisory fees (Note 5)   270,270     39     -     -  
       Share issuance costs - private placement   -     (12 )   -     (722 )
       Stock options exercised   -     -     16,667     5  
       Treasury shares (4)   -     -     (1,046,067 )   (371 )
    Balance, end of period   704,255,291     183,360     678,606,040     178,745  

    (1)

    On February 29, 2012, the Company completed the acquisition of Titan Uranium, Inc. in exchange of 89,063,997 EFI’s common shares at C$0.36 per share aggregating to $32.50 million.

       
    (2)

    Pursuant to the acquisition of Titan Uranium, Inc., the Company issued 1,256,489 EFI common shares valued at $0. 43 million in satisfaction of the advisory fee. The value of the EFI shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

       
    (3)

    On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of C$0.23 per subscription receipt for gross total proceeds of $C8.17 million ($8.00 million). Each subscription receipt was exchangeable into one unit of the Company upon completion of the Acquisition of the Denison US Mining Division. Each unit consisted of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of C$0.27 until June 22, 2015. The fair value of the 17,750,250 full warrants that were issued on the completion of the private placement totaled C$1.49 million ($1.46 million) and this value was recorded in contributed surplus which is a separate component of shareholders’ equity.

       
    (4)

    As a result of the Company’s acquisition of Titan Uranium, Inc., the Company acquired ownership of 1,046,067 shares of EFI common stock. Such shares are treated as treasury shares at March 31, 2013 and are shown as a reduction of equity.

    11. SHARE-BASED PAYMENTS

    Stock options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the six months ended March 31, 2013, the Company granted 50,000 stock options (Mar 31, 2012 – 6,656,000) to its employees, directors and consultants, recording stock-based compensation expense of $5 (Mar 31, 2012 – $1,242,625, net of $198,930). In addition, the Company also recorded stock-based compensation expense of $Nil for options which vested in the current period (Mar 31, 2012 – $6,624). Offsetting amounts were recognized as contributed surplus.

    12



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    11. SHARE-BASED PAYMENTS (continued)

    The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:

      Risk-free rate   1.24%  
      Expected life   3.0 years  
      Expected volatility   88%  
      Expected dividend yield   0.0%  

    The fair value of stock options granted during the period ended March 31, 2013 and September 30, 2012 is as follows:

        Six Months Ended     Year Ended  
        March 31, 2013     September 30, 2012  
      $      
       5,840,000 options granted at C$0.31 on 03/07/12   -     1,308  
       136,000 options granted at C$0.39 on 03/07/12   -     23  
       680,000 options granted at C$0.86 on 03/07/12   -     111  
       3,240,000 options granted at C$0.23 on 08/13/12   -     401  
       13,925,000 options granted at C$0.23 on 08/27/12   -     2,066  
       1,225,000 options granted at C$0.23 on 09/01/12   -     170  
       100,000 options granted at C$0.23 on 09/17/12   -     14  
       50,000 options granted at C$0.18 on 01/25/13   5     -  
    Value of stock options granted   5     4,093  

    The summary of the Company’s stock options at March 31, 2013 and September 30, 2012, and the changes for the fiscal periods ending on those dates is presented below:

        As at March 31, 2013     As at September 30, 2012  
              Weighted           Range of     Weighted        
        Range of     Average           Exercise     Average        
        Exercise Prices     Exercise Price     Number of     Prices     Exercise Price     Number of  
        C$     C$     Options     C$     C$     Options  
    Balance, beginning of period   0.16 - 2.25     0.33     31,037,800     0.16 - 2.25     0.59     6,620,300  
    Transactions during the period:                                    
       Granted   0.18     0.18     50,000     0.23 - 0.86     0.27     25,146,000  
       Exercised   0.00     0.00     -     0.20     0.20     (16,667 )
       Forfeited   0.23 - 0.51     0.25     (502,000 )   0.20 - 2.25     0.39     (643,333 )
       Expired   0.45 - 2.25     1.52     (1,181,800 )   0.45     0.45     (68,500 )
    Balance, end of period   0.16 - 0.86     0.28     29,404,000     0.16 - 2.25     0.33     31,037,800  

    13



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    11. SHARE-BASED PAYMENTS (continued)

    The following table reflects the actual stock options issued and outstanding as of March 31, 2013:

              Remaining     Number of     Number of     Number of  
        Exercise Price      Contractual       Options     Options     Options  
    Expiry Date   C$     Life (Years)     Outstanding     Vested     Unvested  
    Feb-2014   0.35     0.85     600,000     600,000     -  
    Jul-2014   0.35     1.30     550,000     550,000     -  
    Oct-2014   0.35     1.56     150,000     150,000     -  
    Jun-2015   0.16     2.22     12,500     12,500     -  
    Jul-2015   0.20     2.28     795,000     795,000     -  
    Jul-2015   0.17     2.31     12,500     12,500     -  
    Aug-2015   0.30     2.35     900,000     900,000     -  
    Oct-2015   0.62     2.55     75,000     75,000     -  
    Nov-2015   0.71     2.61     50,000     50,000     -  
    Apr-2016   0.51     3.04     1,660,000     1,660,000     -  
    Jan-2016   0.18     2.82     50,000     50,000        
    Mar-2015   0.39     1.93     136,000     136,000     -  
    Mar-2016   0.86     2.94     680,000     680,000     -  
    Mar-2017   0.31     3.94     5,655,000     5,655,000     -  
    Aug-2017   0.23     4.37     2,928,000     2,928,000     -  
    Aug-2017   0.23     4.41     13,825,000     13,825,000     -  
    Sep-2017   0.23     4.42     1,225,000     1,225,000     -  
    Sep-2017   0.23     4.47     100,000     100,000     -  
              3.92     29,404,000     29,404,000     -  

    12. COMMITMENTS AND CONTINGENCIES

    General legal matters

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

    13. SUPPLEMENTAL FINANCIAL INFORMATION

    The components of revenues are as follows:

        Three Months Ended     Six Months Ended  
        March 31,     March 31,  
        2013     2012     2013     2012  
    Uranium concentrates $  29,988   $  -   $  38,416   $  -  
    Vanadium concentrates   4,037     -     4,452     -  
    Alternate feed materials processing and other   62     -     146     -  
    Revenues $  34,087   $  -   $  43,014   $  -  
                             
                             
    The components of selling, general and administrative are as follows:  
       
        Three Months Ended     Six Months Ended  
        March 31,     March 31,  
        2013     2012     2013     2012  
                             
       Intangible contract amortization $  2,918   $  -   $  3,713   $  -  
       Selling   527     -     705     -  
       General and administrative   2,515     2,222     4,777     3,126  
    Selling, general and administrative expenses $  5,960   $  2,222   $  9,195   $  3,126  

    14



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013
    (Unaudited)
    (Tabular amounts expressed in thousands of U.S. dollars, unless otherwise noted)

    13. SUPPLEMENTAL FINANCIAL INFORMATION (continued)

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

        Three Months Ended     Six Months Ended  
        March 31,     March 31,  
        2013     2012     2013     2012  
    Accretion expense $  (82 ) $  -   $  (164 ) $  -  
    Change in value of marketable securities   97     -     (285 )   -  
    Foreign exchange   (2 )   (171 )   198     (171 )
    Change in value of convertible debentures   (898 )   -     1,155     -  
    Interest expense   (476 )   (23 )   (975 )   (39 )
    Interest income   143     3     326     7  
    Finance income (expense) $  (1,218 ) $  (191 ) $  255   $  (203 )

    A summary of depreciation, depletion and amortization expense recognized in the consolidated statement of comprehensive loss is as follows:

        Three Months Ended     Six Months Ended  
        March 31,     March 31,  
        2013     2012     2013     2012  
    Recognized in production cost of sales $  3,808   $  -   $  4,425   $  -  
    Recognized in selling, general and administrative   3,406     15     4,245     33  
    Depreciation, depletion and amortization $  7,214   $  15   $  8,670   $  33  

    15



    Exhibit 99.90

    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    NOTICE TO READER

    On May 9, 2013, Energy Fuels Inc. filed its Management’s Discussion and Analysis for the Three and Six Months Ended March 31, 2013. On Page 3 of that document, under Milling and Mining Expenses, uranium production for the six months ended

    March 31, 2013 was stated as 448,000 pounds of U 3 O 8 , including 71,000 pounds from alternate feed material. In this Amended Management’s Discussion and Analysis; this statement has been corrected to 519,000 pounds of U 3 O 8 , including 71,000 pounds

    from alternate feed material.

    INTRODUCTION

    This Amended Management’s Discussion and Analysis (“MD&A”) of Energy Fuels Inc. and its subsidiary companies (collectively, “Energy Fuels” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of May 10, 2013 and should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes for the three and six months ended March 31, 2013, and the annual audited financial statements for the year-ended September 30, 2012. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

    Other continuous disclosure documents, including the Company’s press releases, quarterly and annual reports, technical reports, and Annual Information Form are available through its filings with the securities regulatory authorities in Canada at www.sedar.com and on the Company’s website at www.energyfuels.com.

    In this discussion, the terms “Company”, “we”, “us”, and “our” refer to Energy Fuels and, as applicable, the Company’s wholly-owned subsidiaries: Energy Fuels Holdings Corp. (“EFHC””), White Canyon Uranium Limited (“White Canyon”), Magnum Uranium Corp. (“Magnum”), Titan Uranium Inc. (“Titan”) and their respective subsidiaries.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this MD&A constitutes “forward-looking information", under applicable securities laws concerning the business, operations, financial performance and condition of Energy Fuels.

    Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "does not expect", "is expected", “is likely”, "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “have the potential to”.

    Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Energy Fuels to be materially different from those expressed or implied by such forward-looking statements. Energy Fuels believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the estimates of Energy Fuels’ mineral reserves and mineral resources; estimates regarding Energy Fuels’ uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Energy Fuels; exploration, development and expansion plans and objectives; Energy Fuels’ expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licenses and treatment under governmental regulatory regimes.

    There can be no assurance that such statements will prove to be accurate, as Energy Fuels’ actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading "Risk Factors" in Energy Fuels’ MD&A for the year ended September 30, 2012, dated December 20, 2012, and in Energy Fuels’ Annual Information Form dated December 20, 2012 available at www.sedar.com, as well as the following: global financial conditions, the market price of Energy Fuels’ securities, volatility in market prices for uranium and vanadium; ability to access capital, changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; uncertainties associated with estimating mineral reserves, mineral resources and production; uncertainty as to reclamation and decommissioning liabilities; failure to obtain industry partner and other third party consents and approvals, when required; delays in obtaining permits and licenses for development properties; competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Energy Fuels to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, and the adequacy of insurance coverage.

    - 1 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Energy Fuels does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Energy Fuels’ expectations, except as otherwise required by applicable legislation.

    Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: “This MD&A” may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that, while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with quarter ended March 31, 2013 are:

        Mar 31     Dec 31     Sept 30     June 30  
        2013     2012     2012     2012  
    $000, except per share data $     $     $     $    
    Total revenues   34,087     8,927     25,028     -  
    Net Income (loss)   (7,756 )   (2,256 )   (15,905 )   35,882  
    Basic & diluted net income (loss) per share   (0.01 )   (0.00 )   (0.08 )   0.16  
                             
                             
        Mar 31     Dec 31     Sept 30     June 30  
        2012     2011     2011     2011  
    $000, except per share data $     $     $     $    
    Total revenues   -     -     -     -  
    Net Income (loss)   (2,414 )   (590 )   (223 )   (2,338 )
    Basic & diluted net income (loss) per share   (0.01 )   (0.01 )   (0.00 )   (0.02 )

    RESULTS OF OPERATIONS

    General

    The Company recorded a net loss of $7.76 million or $0.01 per share for the three months ended March 31, 2013, compared to a net loss of $2.41 million or $0.02 per share for the same period in 2012.

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    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    For the six months ended March 31, 2013, the Company recorded a net loss of $10.01 million or $0.01 per share compared to a net loss of $3.0 million or $0.02 per share for the same period in 2012. These comparative increases in losses were primarily due to the June 2012 acquisition of Denison Mines Corp.&rsquo;s mining assets and operations located in the United States (the “US Mining Division”), and the associated increases in payroll, administrative, carrying, and operating costs as a result of the acquisition.

    Revenues

    Revenues for the three months ended March 31, 2013 totaled $34.09 million (March 31, 2012 – Nil), which included the sale of 533,334 pounds of U 3 O 8 pursuant to term contracts at an average price of $56.23 per pound, the sale of 667,000 pounds of V 2 O 5 at an average price of $6.06 per pound, and $62,000 from other services.

    Revenues for the six months ended March 31, 2013 totaled $43.01 million (March 31, 2012 – Nil), which included the sale of 650,000 pounds of U 3 O 8 pursuant to term contracts at an average price of $56.55 per pound, the sale of 40,000 pounds of U 3 O 8 on the spot market at a price of $41.50per pound, the sale of 745,000 pounds of V 2 O 5 at an average price of $5.98 per pound, and $146,000 from other services.

    Operating Expenses

    Milling and Mining Expenses

    During the three months ended March 31, 2013, the Company processed conventional uranium and vanadium ores from the Company’s mines on the Colorado Plateau, as well as alternate feed material. Uranium and vanadium production for the three months ended March 31, 2013 totaled 290,600 pounds of U 3 O 8 , including 51,600 pounds from alternate feed material, and 812,600 pounds of V 2 O 5 . For the six months ended March 31, 2013, uranium and vanadium production totaled 519,000 pounds of U 3 O 8 , including 71,000 pounds from alternate feed material, and 1,047,200 pounds of V 2 O 5 .

    Cost of goods sold for the three months ended March 31, 2013 totaled $33.10 million, which consisted of $27.89 million of mining and milling production costs, $3.81 million of depreciation and amortization and impairment of inventories of $1.40 million. Cost of goods sold for the six months ended March 31, 2013 totaled $41.74 million, which consisted of $35.91 million of mining and milling production costs, $4.43 million of depreciation and amortization and impairment of inventories of $1.40 million.

    Production costs 1 at the White Mesa Mill for the three months and six months ended March 31, 2013 were $39.57 per pound of U 3 O 8 and $42.68 per pound U 3 O 8 , respectively.

    Mineral Property Exploration, Evaluation and Development

    Energy Fuels is also engaged in uranium exploration and development on its properties in the U.S. Exploration, evaluation and development expenditures totaled $5.50 million for the three months ended March 31, 2013 and $8.68 million for the six months ended March 31, 2013, compared with $0.38 million and $1.06 million for the three and six months ended March 31, 2012, respectively. The majority of the development expenditures for the period ended March 31, 2013 were for development activities at the Canyon and Pinenut mines in Arizona, and the evaluation expenditures were for the Sheep Mountain project in Wyoming.

    __________________
    1
    Production costs per pound include the costs of mining the ore fed to the mill in the period, which include fair value adjustments to beginning stockpile inventories, plus the costs of milling less a credit for vanadium produced in the period and excluding depreciation and amortization, divided by pounds produced, which is a non-GAAP measure.

    - 3 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Selling, General and Administrative

    Selling, general and administrative expenses totaled $5.96 million for the three months ended March 31, 2013, and $9.20 million for the six months ended March 31, 2013, compared to $2.22 million and $3.13 million for the three and six months ended March 31, 2012, respectively. The increases in selling, general and administrative expenses were primarily due to the June 2012 acquisition of Denison’s US Mining Division, and the additional costs related to the contract amortization expense. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other overhead expenditures. Selling expenses for the three months and six months ended March 31, 2013 totaled $0.53 million and $0.71 million, respectively, and amortization of the intangible asset recorded for the U 3 O 8 sales contract values in excess of spot price at the June 29, 2012 cquisition date of the US Mining Division totaled $2.92 million and $3.71 million, respectively.

    Care and Maintenance Expenses

    The Company’s Beaver, Pandora and Daneros mines were placed on care and maintenance in the first quarter of FY-2013 as a result of the current market conditions and because the Company can fulfill its contractual uranium delivery requirements utilizing its existing stockpiles of ore, producing mines in Arizona and alternate feed materials. Costs related to the care and maintenance of these and other standby mines, totaled $1.40 million and $2.05 million for the three and six months ended March 31, 2013, respectively.

    Other Income and Expenses

    Finance income (expense) totaled ($1.22 million) for the three months ended March 31, 2013, and $0.25 million for the six months ended March 31, 2013, compared to ($0.19 million) and ($0.20 million) for the three and six months ended March 31, 2012, respectively. This was due to earnings from investments in the surety bond collateral account, interest expense incurred on the convertible debentures of $0.48 million and $0.98 million for the three and the six months ended March 31, 2013, respectively, and the $0.97 million gain recorded for the mark-to-market adjustment on the Mega Uranium Ltd. common shares held by the Company. A mark-to-market adjustment for the convertible debentures and other interest bearing liabilities of ($0.90) million and $1.2 million were recorded in the three and six months ended March 31, 2013.

    Investment in Virginia Energy Resources Inc.

    On January 28, 2013, the Company completed an acquisition of a 16.5% interest in Virginia Energy Resources Inc. (“Virginia Energy”) as part of a non-brokered private placement financing. Energy Fuels acquired 9,439,857 common shares of Virginia Energy at a price of C$0.42 per share, for an aggregate subscription price of C$3.97 million ($3.94 million). The subscription was satisfied by a combination of C$0.25 million ($0.25 million) of cash and through the issuance of 21,851,411 common shares in the capital of the Company. Pursuant to the subscription agreement, for so long as Energy Fuels owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding common shares of Virginia Energy, increasing to 9.9% after two years. Graham Moylan, Chief Financial Officer of Energy Fuels, has been appointed as a director of Virginia Energy. In addition, the Company issued 270,270 common shares of the Company to Cantor Fitzgerald Canada Corporation in partial satisfaction of the financial advisory fees.

    OUTLOOK FOR FY-2013

    Production

    For FY-2013, the Company’s uranium production is expected to be approximately 1.175 million pounds U 3 O 8 from conventional ore and alternate feed sources, with 0.52 million pounds produced year-to-date as of March 31, 2013. Production from conventional ore is expected to include ore mined from the Company’s Beaver, Pandora, Daneros and Arizona 1 mines. Mining on the Arizona Strip is expected to continue during FY-2013 at the Company’s Arizona 1 and Pinenut mines. The Company’s Beaver, Pandora, and Daneros mines were placed on care and maintenance. As a result of the conventional ore production from the previously stockpiled Beaver and Pandora ores, vanadium production is anticipated to be 1.5 to 1.6 million pounds V 2 O 5 in FY-2013 with 1.05 million pounds produced year-to-date as of March 31, 2013.

    - 4 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    The Company expects to produce 500,000 to 550,000 pounds of U 3O8 during the quarter ended June 30, 2013, sourced from alternate feed sources, the previously stockpiled conventional ore from the Beaver, Pandora and Daneros mines, and from the current production and stockpiled conventional ore from the Arizona Strip.

    Sales

    FY-2013 uranium sales are forecast to be approximately 1.00 to 1.05 million pounds of U 3 O 8 of which 957,000 pounds will be sold into long-term contracts and the remainder will be sold on the spot market. Vanadium sales are estimated to be between 1.7 and 1.8 million pounds V 2 O 5 in FY-2013.

    Pursuant to its long-term supply contracts, the Company expects to sell 50,000 pounds of U 3 O 8 during the quarter-ended June 30, 2013.

    Development Activities

    During FY-2013 Energy Fuels plans to continue permitting work on the Sheep Mountain Project in Wyoming. The total planned cost of the Sheep Mountain permitting program in FY-2013 is $1.10 million.

    Development of the Canyon mine in Arizona is planned to continue in FY-2013. Sinking of the shaft began in early April 2013. The estimated cost of development activities at Canyon is $3.90 to $4.40 million for FY-2013.

    Reopening of the Pinenut mine is planned for FY 2013 with commercial production expected in the 2 nd half of FY-2013.

    Permitting and exploration activities for other Energy Fuels’ mineral properties are estimated to be approximately $1.80 million during FY-2013.

    USE OF PROCEEDS FROM CONVERTIBLE DEBENTURES FINANCING

    The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the net proceeds received from the issuance of 22,000 convertible debentures (“Debentures”) on July 24, 2012 as compared to the actual expenses incurred to March 31, 2013.

        Estimated        
    Use of Financing Net Proceeds (000's)   Allocation of Net     Actual Costs Incurred  
    (excluding General Working Capital)   Proceeds     to March 31, 2013  
     Sage Plain Project permitting and mine design (1) $ 5,065   $ 1,214  
     Sheep Mountain Project permitting, mine design and development   4,300     904  
     Sustaining capital for existing mines   2,660     3,565  
     Daneros Mine development, permitting and exploration (1)   1,600     0  
     Payment to Uranium One for Titan Uranium loan   1,050     1,055  
     Payment to Pinetree Capital for Titan Uranium loan   1,030     1,039  
     Canyon & Pinenut Mines permitting and site rehabilitation (1)   825     7,209  
     Energy Queen Mine permitting, site rehabilitation and exploration (1)   550     0  
      $ 17,080   $ 14,986  

    (1) Concurrent with the Company's decision to place its Colorado Plateau mines on standby in the quarter ended December 31, 2012 due to lower uranium spot market prices, permitting and development projects on the Colorado Plateau were scaled back and the Company allocated additional funding to the Arizona Strip development projects, which are the Company’s higher grade development properties.

    - 5 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents were $13.01 million at March 31, 2013 compared with $13.66 million at September 30, 2012. The decrease of $0.65 million was due to cash provided by operations of $12.55 million, cash used in investing activities of $11.81 million, and cash used in financing activities of $1.37 million. The Company’s working capital is $33.11 million compared with $44.08 million at September 30, 2012.

    The Company`s revenues can vary significantly on a quarterly basis as a result of the timing of deliveries pursuant to its uranium term supply contracts. During the period ended March 31, 2013, the Company sold 533,334 pounds of U 3 O 8 , all of which sales were pursuant to term supply contracts. The Company expects to sell 50,000 pounds U 3 O 8 pursuant to its long-term supply contracts during the quarter-ended June 30, 2013. In addition, the Company uses significantly more cash when the White Mesa Mill is processing conventional ore, and during the three and six months ended March 31, 2013 the Company produced 239,000 and 448,000 pounds U 3 O 8 from conventional ore respectively. The Company will primarily manage its liquidity by appropriately managing uranium concentrate inventories and conventional ore processing schedules in the following manner: (1) to provide the Company access to sufficient uranium concentrates required for deliveries pursuant to its term supply contracts, and (2) to generate sufficient cash from concentrate sales in a timely fashion such that it has sufficient cash on-hand for the higher expenditures required when conventional ore is processed at the White Mesa Mill. The Company is also in the process of evaluating loan financing for accounts receivables and concentrate inventories to increase its operational flexibility.

    Uranium concentrates and work-in-progress inventories were 114,000 pounds U 3 O 8 at March 31, 2013. Based on spot market prices at March 31, 2013, this inventory has a value of $4.87 million. At March 31, 2013, a total of 48,000 tons of conventional ore was stockpiled at the mill containing approximately 325,000 pounds U 3 O 8 and 429,000 pounds V 2 O 5 . The Company also had approximately 270,000 pounds U 3O8 contained in alternate feed material stockpiled at the mill at March 31, 2013.

    Net cash provided by operating activities during the three months ended March 31, 2013 totaled $14.67 million, and was comprised of the net loss for the period of $7.76 million, the changes in non-cash items, and the changes in working capital items. Overall, cash provided by operating activities largely resulted from an increase in sales for the quarter ended March 31, 2013 and the change of $11.87 million in non-cash working capital.

    Net cash used in investing activities during the three months ended March 31, 2013 totaled $5.25 million, and was comprised of expenditures for property, plant and equipment of $0.06 million, exploration and evaluation activities of $5.50 million primarily on the Canyon, Pinenut and Sheep Mountain projects, $0.27 million for the Company’s investment in Virginia Energy, less $0.75 million in proceeds received from the sale of Mega Uranium shares. Net cash used in financing activities during the three months ended March 31, 2013 was $0.02 million.

    Contingencies

    Legal matters

    On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit in the U.S. District Court for the District of Arizona against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“BLM”) (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs also claimed that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Company’s subsidiary Energy Fuels Resources (USA) Inc. (“EFRI”) intervened in the case. The Plaintiffs sought an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until the Defendants comply with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favor of the Defendants and EFRI and against the Plaintiffs on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals, and on February 4, 2013 the Court of Appeals issued its ruling in favor of the Defendants and EFRI, and against the Plaintiffs, on all counts. On March 21, 2013, the Plaintiffs filed a petition for rehearing with the Ninth Circuit Court of Appeals. The Plaintiff’s petition was denied on April 22, 2013. The Plaintiff’s final avenue for appeal on this matter is to file a petition with the U.S. Supreme Court. They have 90 days from April 22, 2013 in which to file such a petition.

    - 6 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    The Company’s subsidiary EFRI entered into a fixed price construction contract with KGL Associates, Inc. (“KGL”) in 2009 relating to the construction of tailings cell 4B at the Company’s White Mesa Mill. The performance by KGL of its obligations under this contract is under dispute in the Seventh District Court in San Juan County, Utah. In the litigation: (a) EFRI seeks approximately $3.25 million in damages from KGL, including indemnity and reimbursement from KGL for monies paid by EFRI to KGL subcontractors or suppliers unpaid when KGL abandoned the project; (b) KGL seeks payment of approximately $1.84 million for alleged project labor and/or equipment inefficiencies allegedly caused by EFRI and foregone profits; and (c) both parties seek pre-judgment interest, attorney fees and costs. The litigation was fully joined in February 2011. A case management order is in place and discovery has been completed. A trial is expected to occur in 2013. Under the Arrangement Agreement dated May 23, 2012 between the Company and Denison Mines Corp., which was entered into in connection with the acquisition by the Company of the US Mining Division in June 2012, Denison has agreed to fully indemnify the Company in connection with this litigation and will receive any proceeds from a judgment.

    On June 13, 2012, Denver District Court Judge John N. McMullen ruled in favor of the Colorado Department of Public Health and Environment (“CDPHE”) and Energy Fuels on the ten substantive environmental, health and safety claims in the lawsuit challenging CDPHE’s issuance to Energy Fuels of a radioactive materials license (“License”) for the proposed Piñon Ridge Mill. The Judge ruled partially in favor of the Plaintiffs, Sheep Mountain Alliance and the Towns of Telluride and Ophir, Colorado, on one procedural claim, ordering an administrative hearing. The License was set aside, pending the completion of the hearing. On October 11, 2012, the Company announced a settlement with the Town of Telluride and San Miguel County, Colorado (San Miguel County was granted party status in the administrative hearing). As a result of this settlement, these entities did not participate in the hearing. The Town of Ophir remained a party but was no longer represented by counsel. The administrative hearing was conducted on November 7, 2012 to November 13, 2012. On January 14, 2013, the hearing officer for the administrative hearing issued a positive decision for Energy Fuels, holding that the hearing satisfied the requirements of Colorado law and that the CDPHE must consider any new evidence presented. On January 30, 2013, the plaintiffs appealed the hearing officer’s decision to the Executive Director of CDPHE. On February 28, 2013, the Executive Director denied plaintiff’s appeal. On April 25, 2013, CDPHE re-issued the License to the Company.

    On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time. On January 28, 2013, the Company filed a Special Appearance to Challenge Personal Jurisdiction, Motion to Transfer Venue, Motion to Dismiss for Forum Non Conveniens and Original Answer Subject Thereto.

    On January 11, 2013, the Ute Mountain Ute tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination located in the shallow aquifer at the Company’s White Mesa Mill site. This challenge is currently being evaluated by UDEQ and the Company, and may involve the appointment by UDEQ of an Administrative Law Judge to hear this matter under Utah administrative procedures. If appointed, the Administrative Law Judge will set a schedule for further proceedings which will involve a hearing to resolve the challenge. After the hearing, the judge will issue a recommended decision to the final agency decision maker, the Director of UDEQ. An appeal can be taken from the Director's decision to Utah's appellate courts.

    On March 7, 2013, the Center for Biological Diversity, the Grand Canyon Trust, the Sierra Club and the Havasupai Tribe (the “Plaintiffs”) filed a complaint in U.S. District Court for the District of Arizona (the “Court”) against the Forest Supervisor for the Kaibab National Forest and the U.S. Forest Service (“USFS”, collectively, the “Defendants”) seeking an order declaring that the USFS failed to comply with environmental, mining, public land, and historic preservation laws in relation to the Company’s Canyon mine, and setting aside and vacating any approvals and authorizations regarding exploration and mining operations at the Canyon mine. In addition, the Plaintiffs seek injunctive relief directing operations to cease at the mine and enjoining the USFS from authorizing or allowing any further exploration or mining-related activities at the Canyon mine until the USFS fully complies with all applicable laws. In particular, the Plaintiffs claim that (1) the USFS’ decision to allow mining operations at the Canyon mine under a 1986 Plan of Operations and Environmental Impact Statement (“EIS”) is in contravention of applicable laws; (2) the USFS failed to undertake and complete a National Historic Preservation Act (“NHPA”) Section 106 Process relating to adverse impacts to the Red Butte Traditional Cultural Property, and; (3) the USFS failed to comply with the National Environmental Policy Act (“NEPA”), NHPA, Executive Order 13007, the National Forest Management Plan, the Kaibab Forest Plan, and U.S. Forest Service Mining Regulations when it determined that the unpatented mining claims at the Canyon mine had valid existing rights under the 1872 Mining Law. On April 11, 2013, the Plaintiffs filed a Motion for Preliminary Injunction enjoining the Defendants from allowing construction and/or mining activities to occur at the Canyon mine and suspending all USFS approvals. On April 15, 2013, the Company’s subsidiaries, EFRI and EFR Arizona Strip LLC filed an Unopposed Motion to Intervene, which was granted by the Court on April 17, 2013. The Defendant’s and the Company’s response to the Motion for Preliminary Injunction is due on May 10, 2013. The Defendant’s and the Company’s answer to the original complaint is due on June 13, 2013. If the Plaintiffs are successful on their Motion for Preliminary Injunction or on the merits, the Company may be required to stop mine development and mining activities at the Canyon mine pending resolution of the matter. Any required stoppage of mine development and mining activities could have a significant impact on the Company.

    - 7 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Six Months Ended March 31, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    OFF-BALANCE SHEET ARRANGEMENTS

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

    TRANSACTIONS WITH RELATED PARTIES

    The Company has not engaged in any transactions with related parties.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to pay dividends in the near future. If the Company generates earnings in the future, it expects that they will be retained to finance further growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OUTSTANDING SHARE DATA

    At May 9, 2013, there were 705,301,358 common shares issued and outstanding, of which 1,046,067 were acquired by the Company pursuant to the Titan Uranium Inc. acquisition and are treated as treasury stock. In addition, the Company has 29,590,250 warrants issued and outstanding to purchase a total of 29,590,250 common shares, and 29,404,000 stock options outstanding to purchase a total of 29,404,000 common shares for a total of 764,295,608 common shares on a fully-diluted basis. In addition, at May 9, 2013, there were 22,000 Debentures outstanding, convertible into a total of 73,333,333 common shares at a price of $0.30 per common share.

    CONTROLS AND PROCEDURES

    The Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the Company. They are assisted in this responsibility by the Company’s management team. The Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at March 31, 2013 have concluded that the Company’s disclosure controls and procedures are adequate and effective to ensure that material information relating to the Company and its subsidiaries would have been known to them.

    During the period ended March 31, 2013, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

    QUALIFIED PERSON

    The disclosure of scientific and technical information regarding Energy Fuels’ properties in this MD&A was prepared under the supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of Energy Fuels, who is a Qualified Person in accordance with the requirements of National Instrument 43-101.

    - 8 -



    Exhibit 99.91

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Receives Re-issued License for Proposed Piñon Ridge Mill

    Toronto, Ontario – April 25, 2013

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) is pleased to announce that today the Colorado Department of Public Health and Environment (“CDPHE”) re-issued the final Radioactive Materials License (the “License”) for the Company’s proposed Piñon Ridge Mill (the “Mill”). When built, the Piñon Ridge Mill would be the first new uranium mill in the United States constructed in over 30 years. Energy Fuels also owns and operates the White Mesa Mill near Blanding, Utah, which is the only operating uranium mill in the United States.

    As was previously announced, CDPHE first issued Energy Fuels a radioactive materials license for the Piñon Ridge Mill in March 2011. Soon thereafter, a non-government organization filed suit against the State of Colorado seeking to nullify this license. In June 2012, Denver District Court Judge John N. McMullen issued a decision upholding the previously issued license decision on 10 of the 11 substantive environmental, health and safety claims. However, the license was set aside pending the completion of an administrative hearing that would offer the public the opportunity to provide further comment and information on the proposed mill and allow parties to the hearing the opportunity to initiate discovery and to cross-examine witnesses. In August and September 2012, the Town of Telluride, the Town of Ophir and San Miguel County, Colorado and several non-government organizations were granted party status in the administrative hearing.

    In October 2012, Energy Fuels entered into an agreement with the Town of Telluride and San Miguel County, Colorado on various issues including environmental protection, transportation, and financial assurance. As a part of this agreement, Energy Fuels agreed to maintain a minimum of $15 million of financial assurance with the State of Colorado upon Mill commissioning. Based on that agreement, the Town of Telluride and San Miguel County agreed not to further oppose Energy Fuels’ license application.

    The administrative hearing took place over the course of six days in November 2012 in Nucla, Colorado and offered the public an extensive opportunity to offer comment on the Mill and for the parties to question CDPHE’s Radiation Program staff and Energy Fuels’ environmental staff and consultants. In January 2013, the hearing officer issued a decision finding that the administrative hearing fully satisfied the requirements of Colorado law. The non-government organizations appealed this finding to the Executive Director of CDPHE, Dr. Chris Urbina, in January 2013. In February 2013, Dr. Urbina upheld the hearing officer’s decision, clearing the way for today’s License re-issuance.

    The License includes conditions that specify additional requirements that Energy Fuels will be required to meet prior to the beginning of Mill construction, before the start of operations, during Mill operations, and during Mill decommissioning (as applicable). These conditions include requirements for submittal of detailed designs and plans, monitoring and testing, training, reporting, and financial assurance.

    Steve Antony, President and CEO of Energy Fuels, commented, “With the re-issuance of this license, Energy Fuels is in a position to expand uranium production capacity on the Colorado Plateau as market conditions warrant. Acquisition of this license is a testament to the hard work and perseverance of our environmental and legal staff that has been working on this project since the Piñon Ridge property was acquired in July 2007. The Company considers the License to be a valuable addition to its portfolio of assets.”


    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “ha ve the potential to” . All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking state ments are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, w hich is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, resul ts, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.92

    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces 2 nd Quarter FY-2013 Quarterly Results

    Toronto, Ontario – May 9, 2013

    Energy Fuels Inc . (TSX : EFR) (“Energy Fuels” or the “Company”) today reported its financial results for the quarter-ended March 31, 2013 (“Q2-2013”). The Company’s Quarterly Consolidated Financial Statements, along with Management’s Discussion and Analysis, has been filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be viewed at www.sedar.com . Unless noted otherwise, all dollar amounts are in US dollars.

    Selected Summary Financial Information

    $000's   As at March 31,
    2013
        As at September 30,
    2012
     
    Financial Position:            
     Working Capital $  33,109   $  44,080  
     Property, plant and equipment $  139,623   $  133,085  
     Total assets $  225,087   $  239,808  
     Total long-term liabilities $  36,488   $  38,446  

    $000, except per share data   Quarter-ended
    March 31,
    2013
        Quarter-ended
    December 31,
    2012
        Six months ended
    March 31,
    2013
     
    Results of Operations:                  
     Total revenues $  34,087   $  8,927   $  43,014  
     Net Income (loss) $  (7,756 ) $  (2,256 ) $  (10,012 )
     Basic & diluted net income (loss per share) $  (0.01 ) $  (0.00 ) $  (0.01 )

    Company Financial and Operational Highlights for Q2-2013:

    - Generated $14.7 million in cash flow from operations.
    - Sold 533,334 pounds of U 3 O 8 , all of which was pursuant to term contracts at an average realized price of $56.23 per pound.
    - Sold 667,000 pounds of V 2 O 5 at an average realized price of $6.06 per pound.
    - Production at the White Mesa Mill totaled 290,600 pounds of U 3 O 8 and 812,600 pounds of V 2 O 5 . U 3 O 8 production included 51,600 pounds of U 3 O 8 from alternate feed materials and 239,000 pounds of U 3 O 8 from conventional ore primarily from the Company’s Pandora and Beaver mines.
    - The production cash cost was $39.57 per pound of U 3 O 8 .
    - As of March 31, 2013, the Company had working capital of $33.1 million, including cash and cash equivalents of $13.0 million, marketable securities of $0.5 million and 113,000 pounds of uranium concentrate and work-in-process inventory which, based on spot market prices as of March 31, 2013, had a market value of $4.8 million.



    - On January 18, 2013, Energy Fuels announced a toll milling agreement with Laramide Resources Ltd. (“Laramide”) whereby Energy Fuels' White Mesa Mill will process all material produced from Laramide's 100% owned and operated La Sal II uranium mine in Utah. This toll milling agreement emphasizes the strategic position of Energy Fuels’ 100% owned White Mesa Mill as the only operating conventional uranium mill in the United States.
    - On January 28, 2013, Energy Fuels acquired 9,439,857 common shares of Virginia Energy Resources Inc. (“Virginia Energy”) at a price of Cdn$0.42 per share, representing a 16.5% ownership interest in Virginia Energy. Virginia Energy, which is listed on the TSX Venture Exchange (Ticker: VUI), owns 100% of the Coles Hill Project in Virginia, the largest known conventional uranium deposit in the U.S. As consideration for this investment, Energy Fuels paid Cdn$250,000 in cash and issued 21,851,411 common shares of Energy Fuels to Virginia Energy. Concurrent with the closing of this investment, Graham Moylan, Energy Fuels’ Chief Financial Officer, joined Virginia Energy’s Board of Directors.

    Energy Fuels Outlook for the Fiscal Year Ended September 30, 2013 (“FY-2013”)

    Energy Fuels continues to execute its corporate strategy which balances prudent, measured operations during the current uranium price environment, while concurrently positioning the Company to realize the economic benefits of anticipated improvements in the price of uranium through select development expenditures and care and maintenance activities. Energy Fuels believes the long-term uranium market outlook remains positive (as outlined below in Market Outlook for FY-2013) and is supported by strong supply and demand fundamentals within the sector. However, the Company anticipates that short-term price weakness could persist.

    Energy Fuels remains focused on relatively lower cost sources of production from its Arizona Strip mines and alternate feed materials. These will provide Energy Fuels with the U 3 O 8 required for delivery pursuant to its term contracts. By doing so, the Company aims to maximize its realized sales price per pound of U 3 O 8 and minimize its marginal cash cost of production. Consistent with this strategy, Energy Fuels is pleased to provide the following operational update.

    The Company has determined that it can realize production efficiencies by milling its entire stockpile of conventional ore, including the ore stockpiled as of March 31, 2013 (mainly comprised of Arizona Strip and Daneros ore), during the quarter-ended June 30, 2013 (“Q3-2013”). As such, the Company has elected to increase its production forecast for FY 2013. The Company expects to resume conventional ore processing during the second half of FY-2014. The processing of alternate feed materials is expected to continue through the remainder of FY-2013 and into FY 2014. Mining activities are expected to continue on the Arizona Strip for the remainder of FY-2013 and into FY-2014.

    Energy Fuels expects improvements in the uranium price over the medium to long-term and is maintaining, and selectively growing, its asset base in a manner that positions the Company to realize the associated economic benefits of a higher uranium price. Production at the Pinenut mine in Arizona is currently anticipated to begin in Q3-2013. The Company placed its formerly producing mines on the Colorado Plateau on care and maintenance. Development of the Canyon Mine in Arizona is anticipated to continue, securing a relatively lower-cost ore feed to the White Mesa Mill. Permitting at the Sheep Mountain Project is anticipated to continue, advancing a second major production center for the Company. The Company is evaluating potential new supplies of alternate feed materials for the White Mesa Mill (which carry no mining costs). The Company will continue to evaluate additional toll milling and/or ore purchase agreements with third-parties who own uranium properties within trucking distance of the White Mesa Mill. Energy Fuels will also continue to evaluate growth through accretive acquisitions.


    As outlined below, Energy Fuels provides the following updated outlook for FY-2013 and provides the following outlook for uranium sales and production for Q3-2013:

    - FY-2013 Sales : The Company expects to sell 1,000,000 to 1,050,000 pounds of U 3 O 8 during FY- 2013, of which 957,000 pounds is expected to be sold under term contracts and the remainder sold into the spot market. V 2 O 5 sales are estimated to be between 1,500,000 and 1,600,000 pounds during FY-2013.
    - Q3-2013 Sales: The Company expects to sell 50,000 pounds U 3 O 8 during Q3-2013 of which 100% will be sold pursuant to term contracts.
    - FY-2013 Production : The Company expects to produce approximately 1,175,000 pounds of U 3 O 8 during FY-2013, from both conventional ore and alternate feed sources. Conventional ore production is expected to include ore mined from the Beaver, Pandora, Arizona 1 and Daneros mines. Given the expected processing of Beaver and Pandora ores, Energy Fuels also anticipates production of between 1,500,000 and 1,600,000 pounds of V 2 O 5 in FY -2013.
    - Q3-2013 Production : The Company expects to produce 500,000 to 550,000 pounds of U 3 O 8 during Q3-2013, sourced from alternate feed sources and conventional ore from the Beaver Pandora, Arizona 1 and Daneros mines.
    - FY-2013 Mining Activities : Mining on the Arizona Strip is expected to continue during FY- 2013 at the Arizona 1 and Pinenut mines. Effective October 17, 2012, the Company placed the Daneros and Beaver mines on standby. In addition, the Pandora mine was placed on standby in December 2012.
    - FY-2013 Project Development : Energy Fuels plans to selectively invest in high priority development projects and maintain general permitting and exploration activities during FY -2013. The Company expects to continue development of the Canyon mine in Arizona in FY-2013, which included the commencement of shaft sinking in March 2013. The Company anticipates development expenditures at the Canyon mine to be $3.9 million to $4.4 million during FY-2013. In addition, Energy Fuels expects to continue permitting activities at the Sheep Mountain Project at an anticipated cost of approximately $1.1 million during FY-2013. The Company expects other permitting and explorat i on expenditures to be approximately $1.8 million for FY-2013.

    Market Outlook for FY-2013

    The uranium market has seen little change over the past quarter, with the spot price and term price remaining relatively stable. During the last quarter, sales volumes remained low, and there was little impetus for new long-term contracts. As a result, the spot price of uranium dropped $1.00/lb. from $43.25/lb. to $42.25/lb. , according to TradeTech. As of May 9, 2013, the spot price was $40.60/lb. During the last quarter, TradeTech’s long-term price indicator remained unchanged at $57.00/lb.

    While Energy Fuels continues to anticipate modest uranium market improvements in FY-2013, and into FY-2014, significant market improvements will require a market catalyst. Catalysts include the restart of nuclear reactors in Japan following the issuance of final safety guidelines in July, further delays in new uranium mining projects around the world, or stronger than anticipated demand.

    Nevertheless, long-term demand fundamentals within the uranium sector remain strong. China, Russia, India, the U.S., the UK, Saudi Arabia and Brazil continue to develop nuclear power plants. Globally, there are now 66 nuclear reactors under construction, and 479 nuclear reactors are planned or proposed (versus 65 and 484, respectively, in the last quarter), as reported by the World Nuclear Association. Indeed, China and India plan to begin operation at eight nuclear reactors this year. In addition, long-term supplies may not meet demand, as uranium mining projects around the world continue to be delayed and shelved as a result of the current price weakness. When prices strengthen and new projects are proposed, it will likely take several years for these projects to be permitted and go into production. On the other hand, new supplies from government-controlled entities are not market driven and may come online sooner.


    In addition, several positive market indicators are described below:

    - The discontinuation of the US-Russia highly enriched uranium (“HEU”) agreement in November 2013 appears certain. This could remove as much as 24 million pounds of uranium from World supplies. In addition, the delay of several very large, new uranium development projects could constrict uranium supply over the medium- to long-term. Globally, reactor demand for U 3 O 8 is currently about 183 million lbs. annually to supply just the currently operating units. Primary uranium production from operating mines is about 152 million lbs. annually. The 31 million lb. gap is filled with secondary supplies drawn from various inventories around the world which continue to diminish, most notably the removal of up to 24 million pounds from Russian HEU.
       
    - Nuclear reactor “new-build” activity remained firm throughout the market disruption caused by the natural disaster at Fukushima. According to the World Nuclear Association, there are about the same number of reactors in operation, under construction, planned and proposed now as there were prior to Fukushima. The 66 reactors now under construction will generate almost 33 million lbs. per year of new demand for U 3 O 8 , and should all 479 reactors currently planned and proposed be constructed, that will more than double the current annual global demand for U 3 O 8 .
       
    - The supply of uranium will likely be restricted due to the depressed U 3 O 8 price since Fukushima. Uranium pricing has not only caused the delay of major announced uranium mining projects, but has also slowed the development of new projects worldwide.
       
    - On January 14, 2013, the shareholders of Uranium One Inc. (“U1”) approved a transaction whereby ARMZ Uranium Holding Co. (“ARMZ”), an affiliate of a Russian state-owned uranium mining company, will take U1 private. This transaction could divert Kazakh production to Russia and further limit the global availability of uranium. Russia itself has 33 reactors currently in operation, ten more under construction, and 44 planned or proposed. Energy Fuels believes the timing and nature of this transaction may signal a market bottom for uranium.

    Based on these factors, Energy Fuels believes the market will see a modest strengthening of the uranium spot price by the end of 2013 with accelerated strengthening expected into 2014. However, in the short-term, the Company believes the spot price will remain in the low $40 range, and possibly dropping below $40, before a recovery begins. Despite the challenging short-term market environment, Energy Fuels believes it is well positioned to execute the Company’s business plan.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.93

    Energy Fuels Signs Letter of Intent to Acquire Strathmore Minerals Creating One of the Largest Uranium Companies in the United States

    May 24, 2013

    Toronto, Ontario and Vancouver, British Columbia – Energy Fuels Inc. (TSX:EFR) (“ Energy Fuels ”) and Strathmore Minerals Corp. (TSX:STM, OTCQX:STHJF) (“ Strathmore ”) are pleased to announce the signing of a Letter of Intent (the “ LOI ”) pursuant to which Energy Fuels and Strathmore have agreed to pursue a transaction (the “ Transaction ”) whereby Energy Fuels would acquire, by way of a plan of arrangement, all of the issued and outstanding common shares of Strathmore. Under the terms of the LOI, Strathmore shareholders would receive 1.47 common shares of Energy Fuels for each common share of Strathmore held, resulting in the shareholders of Strathmore owning approximately 21% of the issued and outstanding shares of Energy Fuels upon completion of the Transaction. The consideration represents a premium of 31% based on the 20-day volume weighted average prices on the TSX as of May 22, 2013.

    Energy Fuels and Strathmore believe the Transaction will position the newly combined Energy Fuels as the premier pure-play U.S. uranium company, supported by significant current uranium production of 1.175 million lbs. for its current fiscal year, as well as a robust pipeline of development projects. The U.S. remains the largest consumer of uranium globally, yet it is heavily reliant on imported uranium for over 90% of its supply requirements. Energy Fuels is well-positioned as a large, reliable source of uranium supply within the U.S., currently accounting for over 25% of estimated U.S. production.

    Stephen Antony, President and CEO of Energy Fuels commented, “It is rare to find an acquisition that offers the magnitude of synergies that we believe exist between Energy Fuels and Strathmore. I am very excited about the merits of this transaction and the opportunity it represents for the shareholders of both companies. It is consistent with our corporate strategy and significantly strengthens the company’s long-term production profile throughout the Four Corners region of the southwest U.S. and in Wyoming. Strathmore is recognized for building a quality portfolio of U.S. uranium projects, and I look forward to working with them and their partners to realize the many synergies and to capitalize on the strengths that are created by this transaction.”

    David Miller, Strathmore’s CEO continued, “We are excited to enter this transaction with Energy Fuels, which represents a strong fit with Strathmore’s asset base and a significant step forward in both the near-term and long-term development of our U.S. uranium portfolio. We evaluated this transaction extensively and believe the synergies between Energy Fuels and Strathmore are substantial. We look forward to the completion of this transaction which we expect will contribute to our shared goal of becoming the dominant uranium producer in the United States, and ultimately create significant value for our shareholders.”

    Synergies

    Energy Fuels and Strathmore believe the Transaction will result in significant value creation for the shareholders of both companies through numerous synergies.


    Energy Fuels’ White Mesa Mill and Strathmore’s Roca Honda Project

    Energy Fuels’ White Mesa Uranium Mill (the “ White Mesa Mill ”) is the only operating uranium mill in the U.S., centrally-located to service the Four Corners region, which includes numerous uranium projects in Arizona, New Mexico, Colorado and Utah owned by Energy Fuels, Strathmore, and others. Strathmore’s advanced stage Roca Honda uranium project (“ Roca Honda ”) in New Mexico is one of the largest and highest-grade uranium projects in the U.S. with an NI 43-101 compliant resource estimate. The Roca Honda project is held in the Roca Honda Resources LLC Joint Venture, which is owned 60% by Strathmore and 40% by Sumitomo Corporation of Japan. The total resources for Roca Honda are summarized in the table shown below:

    Summary of Roca Honda Mineral Resources

    Measured & Indicated:
    Classification Tons Grade % eU 3 O 8 Lbs. eU 3 O 8
    Measured 284,000 0.395 2,247,000
    Indicated 1,793,000 0.405 14,536,000
    Total M&I 2,077,000 0.404 16,783,000
           
    Inferred:
    Classification Tons Grade % eU 3 O 8 Lbs. eU 3 O 8
    Inferred 1,448,000 0.411 11,894,000

    According to the August 6, 2012 technical report prepared in accordance with NI 43-101 entitled, “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.”, which also includes a Preliminary Economic Analysis (the “RHR PEA” ), the base case evaluation shows attractive project economics, including a Net Present Value of US$220 million (using an 8% discount rate and $75/lb. uranium price), a nine year mine life, $24/lb. operating cost, and production of 2.6 million lbs. of U 3 O 8 per year. In March 2013, the U.S. Forest Service published a draft Environmental Impact Statement on Roca Honda.

    The recently completed RHR PEA assumed that a new uranium mill would be built in New Mexico to process uranium from Roca Honda. Given that Roca Honda is located within transport distance of the White Mesa Mill, Energy Fuels and Strathmore believe the Transaction will provide the option to process Roca Honda uranium at the White Mesa Mill rather than at a newly constructed mill. This could result in significant savings on development capital expenditures and reduce Roca Honda’s permitting timeline and cost. Based upon certain forecasts contained within the RHR PEA, as well as previous experience in conventional ore processing at the White Mesa Mill, Energy Fuels believes there is the potential for Roca Honda to be the largest, and one of the lowest cost, producing mines in the Energy Fuels asset portfolio.

    Energy Fuels and Strathmore caution that the RHR PEA is preliminary in nature and includes inferred resources that are considered to be too speculative geologically for economic consideration that would enable them to be classified as mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that the RHR PEA will be realized.


    Major Projects of the Combined Company in the Four Corners Region

    Energy Fuels’ Sheep Mountain Project and Strathmore’s Contiguous Claims and Gas Hills Project

    Energy Fuels’ Sheep Mountain uranium project (“ Sheep Mountain ”) is a large conventional uranium project in Wyoming which Energy Fuels is developing as a stand-alone production center. An April 13, 2012 technical report prepared in accordance with NI 43-101 entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, U.S.A., Updated Preliminary Feasibility Study” (the “ Sheep Mountain PFS ”) outlined improved economics for the project. Energy Fuels continues its permitting efforts on Sheep Mountain. Strathmore currently owns various mining claims that are contiguous (the “ Contiguous Claims ”) with Sheep Mountain. By combining the claims, it is expected that the design of Sheep Mountain can be modified to take advantage of the additional area provided by the Contiguous Claims, thereby simplifying permitting and design and lowering Sheep Mountain’s development capital expenditures and ongoing operating expenses. The Sheep Mountain PFS estimates that the project has 12.9 million tons of Indicated Resource containing 30.2 million lbs. eU 3 O 8 with an average grade of 0.12% eU 3 O 8 . Included in the above Sheep Mountain Indicated Resources are 7.4 million tons of Probable Mineral Reserves containing 18.4 million lbs. eU 3 O 8 with an average grade of 0.123% eU 3 O 8 . The Sheep Mountain PFS also describes attractive project economics under three separate production scenarios, with Energy Fuels’ preferred scenario having a Net Present Value of $201 million (using a 7% discount rate and $65/lb. uranium price), $32.31/lb. operating cost, initial capital expenditures of $109 million, and a production rate of up to 1.5 million lbs. per year for 15 years.

    Strathmore’s Gas Hills, Wyoming uranium project (“ Gas Hills ”) is located only 28 miles from Sheep Mountain. Gas Hills is currently being developed by Strathmore pursuant to a phased joint venture agreement with Korea Electric Power Company (“ KEPCO ”). According to a March 22, 2013 technical report prepared in accordance with NI 43-101entitled “Update of Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming, USA”, Strathmore showed a substantial increase in uranium resource estimates from the previous July 2012 report, including 2,300,000 tons of Indicated Resources containing 5,400,000 lbs. of eU 3 O 8 with an average grade of 0.13% eU 3 O 8 . In addition, the technical report estimates that Gas Hills contains 3,900,000 tons of Inferred Resources containing 5,500,000 lbs. of eU 3 O 8 with an average grade of 0.07% eU 3 O 8 . Under its joint venture agreement with Strathmore, KEPCO has the option to earn-in up to a 40% interest in Gas Hills by spending US$32 million over three years beginning in 2013. Energy Fuels and Strathmore believe that significant synergies exist between Sheep Mountain and Gas Hills which can be realized through combining the two projects including:


    Finally, Strathmore’s Juniper Ridge uranium project (“ Juniper Ridge ”) in Wyoming is located approximately 92 miles from Sheep Mountain. Energy Fuels and Strathmore are currently evaluating the opportunity to potentially develop Juniper Ridge as part of a larger regional project with Sheep Mountain and/or Gas Hills.

    Major Projects of the Combined Company in Wyoming

    Expanded Relationship with KEPCO

    KEPCO (Ticker: NYSE: KEP, KRX: 015760) is the largest electric utility in South Korea, responsible for the generation, transmission and distribution of electricity and the development of electric power projects. KEPCO is responsible for 93% of South Korea's electricity generation. The South Korean government owns a 51% equity interest in KEPCO. KEPCO is understood to be the largest shareholder of both Energy Fuels and Strathmore, owning 9.1% and 11.7% respectively. An affiliate of KEPCO will be Energy Fuels’ largest uranium customer during Energy Fuels’ Fiscal Year 2013. In addition, KEPCO is Strathmore’s partner at Gas Hills. KEPCO has expressed its willingness to enter into a support agreement with both Energy Fuels and Strathmore to, amongst other things, vote their common shares of each company in favour of the Transaction. Based on each company’s common shares currently outstanding, following the closing of the Transaction, KEPCO will own 9.6% of Energy Fuels’ common shares. In addition, following the closing of the Transaction, Energy Fuels will appoint a director, nominated by KEPCO, to join Energy Fuels’ Board of Directors.


    Additional Assets Held by Strathmore

    In addition to the aforementioned Strathmore assets, which Energy Fuels believes are synergistic with its existing portfolio, Strathmore owns a number of other property assets and royalties, which, in the opinion of Energy Fuels and Strathmore, enhance the overall value of the Transaction. These assets include a number of additional uranium properties, as well as the Copper King gold/copper project located in southeastern Wyoming. After closing of the Transaction, Energy Fuels intends to complete a thorough evaluation of these assets to determine how best to enhance shareholder value.

    Transaction Details

    Pursuant to the LOI, the completion of the Transaction is conditional upon a number of items, including, without limitation, the entering into of a definitive agreement, required shareholder approvals, receipt of all necessary regulatory approvals, and other customary conditions. Upon closing of the Transaction, Strathmore will nominate one director to join the Energy Fuels Board of Directors. In addition, other key Strathmore executive team member(s) will be retained on a consulting basis to advise Energy Fuels post-closing. The Management Teams and Boards of Directors of both Energy Fuels and Strathmore have expressed their willingness to enter into support agreements to, amongst other things, vote their common shares owned in favour of the Transaction.

    The LOI contains customary deal support provisions, including a reciprocal expense reimbursement fee of $650,000 payable to the other party if either party does not obtain shareholder approval of the Transaction, as well as a reciprocal break fee of $1,300,000 payable if the Transaction is not completed in certain other circumstances. In addition, the LOI includes customary non-solicitation covenants by Strathmore, as well as the right for Energy Fuels to match any superior proposal that may arise.

    Strathmore’s outstanding options and warrants will be adjusted in accordance with their terms such that the number of Energy Fuels shares received upon exercise and the exercise price will reflect the exchange ratio described above.

    The Transaction is expected to be completed in August 2013 or such later date as the parties may agree. A special meeting of the shareholders of Strathmore and, if required, Energy Fuels, to approve the Transaction will each be held at a time yet to be determined.

    Advisers & Counsel

    Haywood Securities Inc. and Dundee Securities Ltd. are acting as financial advisers to Energy Fuels and its board of directors. Borden Ladner Gervais LLP is acting as legal adviser to Energy Fuels.

    Raymond James Ltd. is acting as financial adviser to Strathmore and its board of directors. Blake, Cassels & Graydon LLP is acting as legal adviser to Strathmore.

    Other Strathmore Assets To Be Acquired Separately by Energy Fuels

    Strathmore owns a 5% gross production royalty (the “ Royalty ”) on the Reno Creek in-situ recovery uranium project in Wyoming (“ Reno Creek ”), which is currently owned by an affiliate of Bayswater Uranium Corporation (“ Bayswater ”). Reno Creek is an advanced stage project, which recently released a pre-feasibility study in March 2013 which, according to an April 2, 2013 press release issued by Bayswater, is in the process of being amended to incorporate the Royalty.


    As a form of interim funding to Strathmore pending the approval and closing of the Transaction, Energy Fuels has agreed to separately acquire the Royalty from Strathmore in exchange for consideration of CDN $3,000,000 by way of a non-interest bearing, unsecured, convertible, promissory note (the “ Note ”). The Note shall be repaid in three equal monthly cash installments of $500,000, beginning with the first installment due on June 28, 2013. Following payment of the third installment, the outstanding balance of CDN $1,500,000 is payable on October 31, 2013, either by cash payment or, at the option of Energy Fuels, by the issuance and delivery to Strathmore of the equivalent amount of common shares in the capital of Energy Fuels, based on the previous five day volume weighted average price.

    The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed by Stephen Antony, President and Chief Executive Officer for Energy Fuels Inc. and David Miller, Chief Executive Officer for Strathmore Minerals Corp., both Qualified Persons under National Instrument 43-101.

    About Energy Fuels Inc.

    Energy Fuels Inc. is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels’ website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com.

    About Strathmore Minerals Corp.

    Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, the company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico.

    Additional information about Strathmore Minerals Corp. is available by visiting Strathmore’s website at www.strathmoreminerals.com or under its profile on SEDAR at www.sedar.com.

    For further information about Energy Fuels, please contact: For further information about Strathmore, please contact:
         
    Curtis Moore   Craig Christy
    Investor Relations   Investor Relations
    (303) 974-2140   Toll free: 1-800-647-3303
    Toll free: 1-888-864-2125   info@strathmoreminerals.com
    investorinfo@energyfuels.com    


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Strathmore, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels’ and Strathmore’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels’ and Strathmore’s ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels’ and Strathmore’s most recent annual information forms and annual and quarterly financial reports.

    Energy Fuels and Strathmore assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ and Strathmore’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Strathmore relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    CAUTIONARY NOTE REGARDING TECHNICAL DISCLOSURE

    This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or exemption from registration. The terms “inferred mineral resources”, “indicated mineral resources”, “measured mineral resources”, “mineral resources” and “probable mineral reserves” used in this news release are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves (the “CIM Standards”). The CIM Standards differ significantly from standards in the United States. While the terms “mineral resources”, “measured mineral resources”, “indicated mineral resources”, “inferred mineral resources” and “probable mineral reserves” are recognized and required by Canadian regulations, they are not defined terms under standards in the United States. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities laws, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. Readers are cautioned not to assume that all or any part of measured or indicated mineral resources or probable mineral reserves will ever be converted into reserves. Readers are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable. Accordingly, information regarding resources and reserves contained or referenced in this news release containing descriptions of our mineral deposits may not be comparable to similar information made public by United States companies.



    Exhibit 99.94

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. Announces $5 Million Bought Deal Private Placement


    May 31, 2013

    Energy Fuels Inc. (the "Company") (TSX:EFR) is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. (the “Lead Underwriter”) on behalf of a syndicate of underwriters including Haywood Securities Inc. (the “Underwriters”) under which the Underwriters have agreed to purchase, on a “bought deal” private placement basis, 35,715,000 units of the Company (the “Units”) at a price of $0.14 per Unit for total gross proceeds of $5,000,100 (the “Offering”). The Underwriters have been granted the option to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 48 hours before the Closing Date (the “Option”).

    Each Unit shall consist of one common share of the Company and one-half of one common share purchase warrant (“Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one common share of the Company at a price of $0.19 for a period of 24 months following the Closing Date. The Warrants will not be listed for trading.

    In connection with the Offering, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (inclusive of the Option) and that number of non-transferable broker warrants as is equal to 6.0% of the number of Units sold (inclusive of the Option). Each Broker Warrant will be exercisable for one common share at an exercise price of $0.18 per share for a period of 24 months after the Closing Date.

    The Offering is scheduled to close on or about June 13, 2013. All securities issued will be subject to a four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

    The net proceeds will be used for future exploration and development expenditures, future potential mineral property acquisitions, and for general corporate purposes.

    About Energy Fuels Inc.

    Energy Fuels Inc. is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.


    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels’ website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com.

    For further information, please contact:

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    investorinfo@energyfuels.com



    Exhibit 99.95

    ARRANGEMENT AGREEMENT DATED for reference the 11th day of June, 2013.

    BETWEEN:

    ENERGY FUELS INC. , a company duly organized under the laws of Ontario and having an office at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6

    (hereinafter called “ EFI ”)

    OF THE FIRST PART

    AND:

    STRATHMORE MINERALS CORP. , a company duly organized under the laws of British Columbia and having an office at #950, 1130 West Pender Street, Vancouver, British Columbia, Canada, V6E 4A4

    (hereinafter called “ Strathmore ”)

    OF THE SECOND PART

    AND:

    0971890 B.C. LTD. , a company duly organized under to the laws of British Columbia and having an office at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada, V7X 1T2

    (hereinafter called “ Subco ”)

    OF THE THIRD PART

    WHEREAS THE PARTIES HAVE AGREED that:

    A.

    EFI, Strathmore and Subco wish to proceed with a business combination transaction whereby Subco and Strathmore will merge and the shareholders of Strathmore will receive common shares of EFI in consideration of the indirect acquisition by EFI of their Strathmore Shares.

       
    B.

    The Parties hereto intend to carry out the proposed business combination transaction by way of a plan of arrangement under the provisions of the BCBCA.

       
    C.

    EFI will apply to have the EFI Payment Shares and EFI Consideration Securities issued pursuant to the Arrangement listed for trading on the Toronto Stock Exchange.

    THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree each with the other as follows:

    ARTICLE 1 - DEFINITIONS

    1.1 In this Agreement, all capitalized terms which are not otherwise defined in this Agreement shall have the meaning ascribed to them in the Plan of Arrangement;


    - 2 -

    (a)

    Acquisition Proposal ” means, with respect to a Party, any proposal or offer, or public announcement of an intention to make a proposal or offer, to such Party or its security holders from any Person or group of Persons "acting jointly or in concert" (within the meaning of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids ) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

         
    (i)

    any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of such Party;

         
    (ii)

    any sale of assets (or any lease, long-term supply arrangement, licence or other arrangement having the same economic effect as a sale) of such Party or its subsidiaries representing 20% or more of the consolidated assets, revenues or earnings of such Party, and for clarity including Strathmore’s interest in any of the Roca Honda Project, the Gas Hills Project and/or the Copper King Project;

         
    (iii)

    any sale or issuance of shares or other equity interests (or securities convertible into or exercisable for such shares or interests) in such Party or any of its subsidiaries representing 20% or more of the issued and outstanding equity or voting interests of such Party; and

         
    (iv)

    any arrangement whereby effective operating control of Strathmore is granted to another party;

         
    (b)

    Applicable Securities Laws ” means the securities laws, regulations, and rules, and all policies thereunder, in each of the Provinces of Canada in which either EFI or Strathmore is a reporting issuer or equivalent, and the rules of the TSX;

         
    (c)

    Arrangement ” means an arrangement under the provisions of Section 288 of the Act, on the terms and conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Sections 8.1 and 8.2 of this Arrangement Agreement or Article 6 of the Plan of Arrangement, or made at the direction of the Court in the Final Order with the consent of EFI and Strathmore, each acting reasonably;

         
    (d)

    BCBCA ” means the Business Corporations Act (British Columbia), as amended;

         
    (e)

    business day ” means a day, other than a day that is a Saturday, a Sunday or a civic or statutory holiday in Toronto, Ontario or Vancouver, British Columbia;

         
    (f)

    Cancellation Consideration ” means the aggregate number of EFI Shares as are issuable in satisfaction of 50% of the Change of the Control Obligations that may be owing from time to time to all Former Employees; the number of EFI Shares issuable to each Former Employee being determined based on the volume weighted average price of the EFI Shares on the TSX over the five trading days prior to the date upon which the Employment Termination Obligation is payable to such Former Employee (the “ Share Price ”), such that the product of the Share Price and the number of EFI Shares issuable to such Former Employee equals 50% of the Employment Termination Obligation owing to such Former Employee;

         
    (g)

    CFIUS ” and “ CFIUS Notice ” have the meanings ascribed thereto in Subsection 5.1(g);



    - 3 -

    (h)

    Confidentiality Agreement ” means the confidentiality agreement between EFI and Strathmore dated as of December 19, 2012;

       
    (i)

    Copper King Project ” means the mineral exploration project located in Laramie County, Wyoming comprised of Wyoming State Mining Leases, set out in Schedule “E”;

       
    (j)

    Court ” means the Supreme Court of British Columbia;

       
    (k)

    Effective Date ” means August 30, 2013 or such earlier or later date on which EFI and Strathmore may agree for the date of completion of the Arrangement;

       
    (l)

    EFI Common Shares ” means common shares in the capital of EFI, as constituted on the date hereof;

       
    (m)

    EFI Convertible Securities ” has the meaning ascribed thereto in Subsection 3.1(f);

       
    (n)

    EFI Information Circular ” means the information circular to be sent to shareholders of EFI in connection with the EFI Meeting;

       
    (o)

    EFI Locked-up Shareholders ” means KEPCO and the directors and senior officers of EFI;

       
    (p)

    EFI Meeting ” means the meeting of shareholders of EFI to be held to approve the Arrangement, if such shareholder approval is required by the TSX as a condition to the TSX accepting notice of the Arrangement and listing the EFI Payment Shares;

       
    (q)

    EFI Payment Shares ” means the EFI Common Shares issuable to the shareholders of Strathmore pursuant to the Arrangement;

       
    (r)

    EFI’s Properties ” means all of EFI’s and EFI Subs’ mineral interests and rights (including any claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights) as set out in EFI’s Public Record;

       
    (s)

    EFI Subs ” means Energy Fuels Holdings Corp., Energy Fuels Resources Corporation, Titan Uranium Inc., Uranium Power Corp., Energy Fuels Wyoming Inc., Magnum Uranium Corp., Magnum Mineral USA Corp., Colorado Plateau Partners LLC, EFR White Canyon Corp., EFR White Mesa LLC, EFR Arizona Strip LLC, EFR Henry Mountains LLC, EFR Colorado Plateau LLC, Energy Fuels Resources (USA) Inc., White Canyon Uranium Ltd., and Subco;

       
    (t)

    EFI Consideration Securities ” means the EFI Common Shares issuable as Cancellation Consideration and upon the exercise of any EFI Replacement Warrants and EFI Replacement Options issued pursuant to the Arrangement;

       
    (u)

    Employment Termination Obligations ” means the financial obligations owed to Former Employees as a result of the Termination (as defined in the Employment Termination Policy) of such Former Employees within six months after the Effective Time;

       
    (v)

    Employment Termination Policy ” means the Strathmore Group Employment Termination Policy Effective as of and from January 1, 2009;

       
    (w)

    Final Order ” means the final order to be made by the Court approving the Arrangement as provided for in Section 2.3;



    - 4 -

    (x)

    Former Employee ” means each Employee (as defined in the Employment Termination Policy) who (A) is subject to the Employment Termination Policy, (B) has entered into a Letter Agreement, and (C) within six months following the Effective Time, is Terminated (as defined in the Employment Termination Policy), other than an Employee who is Terminated for Just Cause (as defined in the Employment Termination Policy), and “ Former Employees ” means all of them;

         
    (y)

    Gas Hills Project ” means the mineral exploration project located in Fremont and Natrona Counties, Wyoming comprised of United States federal unpatented mining claims, Wyoming State mineral leases, private mineral leases, and surface rights set out in Schedule “F”;

         
    (z)

    Indemnified Party ” has the meaning ascribed thereto in Section 9.1;

         
    (aa)

    Indemnifying Party ” has the meaning ascribed thereto in Section 9.1;

         
    (bb)

    Interim Order ” has the meaning ascribed thereto in Subsection 2.2(f);

         
    (cc)

    Interim Period ” means the period commencing on May 23, 2013 and ending on the first to occur of (i) the Effective Date, and (ii) the date on which this Agreement is terminated in accordance with its terms;

         
    (dd)

    KEPCO ” means Korea Electric Power Corp.;

         
    (ee)

    Letter Agreements ” means the letter agreements among Strathmore, EFI and each of the Former Employees providing for the issuance of the Cancellation Consideration in satisfaction of 50% of such Employment Termination Obligations as may be owing to such Former Employees from time to time;

         
    (ff)

    Lien ” means any lien, mortgage, charge, hypothec, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property;

         
    (gg)

    Material Adverse Effect ” and “ Material Adverse Change ” means, in respect of any Party, an effect on or change in facts, respectively, which either individually or in the aggregate, are or would reasonably be expected to be material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), obligation, capitalization, condition (financial or otherwise), operations or results of operations of that Party, taken as a whole, other than any change, effect, event or occurrence:

         
    (i)

    relating to the U.S., Canadian or global economy, political conditions or securities markets in general;

         
    (ii)

    affecting the worldwide uranium mining or uranium milling industries or nuclear power generation industry in general; or

         
    (iii)

    resulting from changes in the price of uranium;

         
    (iv)

    relating to a change in the market trading price of shares of that Party, either:



    - 5 -

      (A)

    related to this Agreement and the Arrangement of the announcement thereof, or

         
      (B)

    related to such a change in the market trading price primarily resulting from a change, effect, event or occurrence excluded from this definition of Material Adverse Effect referred to in clause (i), (ii) or (iii) above, or clause (v), below; or


      (v)

    relating to any generally applicable change in applicable laws (other than orders, judgments or decrees against such person, any of its subsidiaries) or in accounting principles or standards applicable to that person;

    provided, however, that the effect referred to in clause (i), (ii) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) the Party and its subsidiaries, taken as a whole, or disproportionately adversely affect the Party and its subsidiaries taken as a whole, compared to other companies of similar size operating in the industry in which it and its subsidiaries operate;

    (hh)

    Material Contracts ” means each contract or understanding, written or oral, to which Strathmore or EFI or any of its subsidiaries is a party which involves a price or consideration of more than US$50,000, or which could materially affect the business or financial condition of Strathmore or EFI, respectively;

       
    (ii)

    material fact ”, “ material change ” and “ misrepresentation ” have the meanings ascribed to them by the Securities Act (British Columbia);

       
    (jj)

    Match Period ” has the meaning ascribed thereto in Subsection 6.5(d);

       
    (kk)

    Merged Company ” has the meaning given to it in the Plan of Arrangement.

       
    (ll)

    OTC-QX ” means the over-the-counter market of that name operated by OTC Markets Group Inc.

       
    (mm)

    Outside Date ” means September 30, 2013, or such later date as may be agreed in writing by the Parties;

       
    (nn)

    Party ” means any one of EFI, Strathmore or Subco, and “ Parties ” means all of them as the context requires;

       
    (oo)

    Plan of Arrangement ” means the plan of arrangement to be substantially in the form and content of Schedule “A” attached hereto, as amended or varied pursuant to the terms hereof and thereof;

       
    (pp)

    Potential Acquisition Proposal ” has the meaning ascribed thereto in Subsection 6.3(a);

       
    (qq)

    Public Record ” of a party means all publicly available information filed by that party with any stock exchange or securities regulatory authority in compliance, or intended compliance, with the rules of such stock exchange or applicable securities laws;

       
    (rr)

    Registrar ” means the Registrar of Companies appointed pursuant to the BCBCA;

       
    (ss)

    Reno Creek Closing ” has the meaning ascribed thereto in Section 12.1;



    - 6 -

    (tt)

    Reno Creek Royalty ” has the meaning ascribed thereto in Section 12.1;

       
    (uu)

    " Representative " means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

       
    (vv)

    Roca Honda Project ” means the mineral exploration project located in McKinley County, New Mexico comprised of the United States federal unpatented mining claims, surface rights and New Mexico State Mining Lease set out in Schedule “D”;

       
    (ww)

    Royalty Payment Note ” has the meaning ascribed thereto in Section 12.1;

       
    (xx)

    Section 3(a)(10) Exemption ” has the meaning ascribed thereto in Section 2.2;

       
    (yy)

    Section 721 ” has the meaning ascribed thereto in Subsection 5.1(g);

       
    (zz)

    Securities Authorities ” means the applicable securities commissions and other securities regulatory authorities in (i) each of the provinces and territories of Canada, (ii) the United States of America, and (iii) each of the states of the United States of America;

       
    (aaa)

    securityholders ” means individuals, corporations or other entities that are the legal and beneficial owner of shares, options, restricted stock units, warrants or other securities convertible into shares as the case may be;

       
    (bbb)

    Strathmore Convertible Securities ” has the meaning ascribed thereto in Subsection 3.2(f);

       
    (ccc)

    Strathmore Disclosure Letter ” means the disclosure letter executed by Strathmore and delivered to EFI in connection with the execution of this Agreement;

       
    (ddd)

    Strathmore Financial Statements ” means the audited consolidated financial statements for the years ended December 31, 2012 and 2011, and the unaudited consolidated financial statements of Strathmore for the three months ended March 31, 2013;

       
    (eee)

    Strathmore Information Circular ” means the information circular to be sent to shareholders of Strathmore in connection with the Strathmore Meeting;

       
    (fff)

    Strathmore Locked-up Shareholders ” means KEPCO, and the directors and senior officers of Strathmore;

       
    (ggg)

    Strathmore Material Agreements ” has the meaning ascribed thereto in Subsection 3.2(n);

       
    (hhh)

    Strathmore Meeting ” means the meeting of shareholders of Strathmore to be held in accordance with the Interim Order, at which meeting the shareholders of Strathmore shall be asked to consider and, if thought fit, approve the Arrangement,

       
    (iii)

    Strathmore’s Properties ” means all of Strathmore’s and the Strathmore Subs’ mineral interests and rights (including any claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights) as set out in the Strathmore Public Record;

       
    (jjj)

    Strathmore Shares ” means common shares in the capital of Strathmore, as constituted on the date hereof;



    - 7 -

    (kkk)

    Strathmore Subs ” means Strathmore Resources (US) Ltd., Roca Honda Resources, LLC, Saratoga Gold Company Ltd., and Wyoming Gold Mining Company, Inc.;

         
    (lll)

    Superior Proposal ” means a bona fide Acquisition Proposal that is made in writing after the date hereof and did not result from a breach of Article 6 of this Agreement by Strathmore or its Representatives and that the Strathmore Board of Directors determines in good faith after consultation with its legal and financial advisors:

         
    (i)

    is made to Strathmore or all the Strathmore common shareholders and in compliance with applicable securities Laws, and is made for all or substantially all of the assets of Strathmore or all Strathmore shares not owned by the person making the Acquisition Proposal;

         
    (ii)

    if the consideration under such Acquisition Proposal includes cash, arrangements have been made that would, if such Acquisition Proposal were a take-over bid or issuer bid, satisfy the requirements of Section 2.27 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids ;

         
    (iii)

    if consummated in accordance with its terms (but not assuming away any risk of non- completion), would result in a transaction financially superior for Strathmore and its security holders than the transaction contemplated by this Agreement, taking into account the form and amount of consideration, the likelihood and timing of completion and the other terms thereof (after due consideration of the legal, financial, regulatory and other aspects of such proposal and other factors deemed relevant by the Strathmore Board of Directors);

         
    (iv)

    is reasonably capable of completion in accordance with its terms taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal, provided that;

         
    (v)

    is not subject to approval by the board of directors or the equivalent of the third party, is not subject to the third party receiving a fairness opinion or similar evaluation, and is not subject to a due diligence condition; and

         
    (vi)

    that the taking of action in respect of such Acquisition Proposal is necessary for the Strathmore Board of Directors in the discharge of its fiduciary duties under applicable Laws;

         
    (mmm)

    Superior Proposal Notice ” has the meaning ascribed thereto in Subsection 6.5(c);

         
    (nnn)

    TSX ” means the Toronto Stock Exchange; and

         
    (ooo)

    U.S. Securities Act ” has the meaning ascribed thereto in Section 2.2.

    ARTICLE 2 - ARRANGEMENT

    2.1 The parties agree to carry out the Arrangement substantially on the terms as set out in the Plan of Arrangement, subject to such changes as may be mutually agreed to by the parties on the advice of their respective legal, tax and financial advisors.

    2.2 The parties agree that the Arrangement will be carried out with the intention that all EFI Payment Shares and other securities of EFI issued on completion of the Arrangement to the securityholders of Strathmore will be issued by EFI in reliance on the exemption from the registration requirements of the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”) provided by Section 3(a)(10) of the U.S. Securities Act (the “ Section 3(a)(10) Exemption ”). In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:


    - 8 -

    (a)

    the Arrangement will be subject to the approval of the Court;

       
    (b)

    the Court will be advised as to the intention of the parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

       
    (c)

    the Court will be required to satisfy itself as to the fairness of the Arrangement to the securityholders of Strathmore;

       
    (d)

    the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the securityholders of Strathmore;

       
    (e)

    Strathmore will ensure that each securityholder entitled to receive securities on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

       
    (f)

    the interim order (the “ Interim Order ”) of the Court approving the Strathmore Meeting will specify that each securityholder will have the right to appear before the Court so long as they enter an appearance within a reasonable time; and

       
    (g)

    the Strathmore securityholders will be advised that the EFI Payment Shares and EFI Consideration Securities to be issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by EFI in reliance on the Section 3(a)(10) Exemption and may be subject to restrictions on resale under the securities laws of the United States.

    2.3 Strathmore shall, as soon as reasonably practicable, apply to the Court pursuant to Section 288 of the BCBCA for the Interim Order providing for, among other industry standard provisions, the calling and holding of the Strathmore Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement, and for the form of approval by the shareholders of Strathmore of the Arrangement, including, if so required by Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“ MI 61-101 ”), minority shareholder approval in accordance with MI 61-101. If the approval of the Arrangement as set forth in the Interim Order is obtained, Strathmore and Subco shall take the necessary steps to submit the Arrangement to the Court and apply for the final order (the “ Final Order ”) in such fashion as the Court may direct and, as soon as practicable thereafter, and subject to satisfaction or waiver of any other conditions provided for in this Agreement, Strathmore and Subco shall file with the Registrar, pursuant to Section 292 of the BCBCA, a certified copy of the Final Order and all other necessary documents to give effect to the Arrangement.

    ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

    Representations and Warranties of EFI

    3.1 EFI represents and warrants to Strathmore, and acknowledges that Strathmore is relying thereon, that as of the date of this Agreement:


    - 9 -

    (a)

    The board of directors of each of EFI and Subco has unanimously approved the entering into of this Agreement by EFI and Subco, respectively.

         
    (b)

    EFI and each of the EFI Subs is a corporation or limited liability company (as applicable) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. EFI and each of the EFI Subs has the requisite power and authority to carry on its business as it is now being conducted. EFI and each of the EFI Subs is duly registered to do business, and is in good standing, in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on EFI, taken as a whole, or on the ability of the EFI to consummate the transactions contemplated hereby.

         
    (c)

    Each of EFI and Subco has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the board of directors of each of EFI and Subco, and no other corporate proceedings on the part of EFI or Subco are necessary to authorize this Agreement and the transactions contemplated hereby other than the approval of EFI’s shareholders, to the extent that such approval is a condition to the acceptance by the TSX of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EFI and Subco and constitutes a legal, valid and binding obligation of each of EFI and Subco enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and equitable remedies, including specific performance, are discretionary and may not necessarily be ordered by a court.

         
    (d)

    Neither the execution nor the delivery of this Agreement by EFI and Subco, nor the consummation of the transactions contemplated hereby, nor compliance by EFI and Subco with any of the provisions hereof will:

         
    (i)

    violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the material properties or assets of EFI or any of the EFI Subs or under any of the terms, conditions or provisions of their respective governing documents or any material note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which EFI or any of the EFI Subs is a party, or to which any of their material properties or assets may be subject, or by which EFI or any of the EFI Subs is bound;

         
    (ii)

    violate any judgment, ruling, order, writ, injunction, determination, award, decree or law applicable to EFI or any of the EFI Subs or any of their material properties or assets; or

         
    (iii)

    cause the suspension or revocation of any authorization, consent, approval or licence currently in effect which would have a Material Adverse Effect on EFI, and of the EFI Subs, EFI’s Properties or EFI’s interest therein.

         
    (e)

    Except as disclosed in EFI’s Public Record, EFI has complied with and is in compliance with all laws applicable to the operation of its business, except where such non-compliance would not, considered individually or in the aggregate, have a Material Adverse Effect on EFI, or on the ability of EFI to consummate the transactions contemplated hereby.



    - 10 -

    (f)

    As at the date hereof, EFI is authorized to issue an unlimited number of common shares without par value (defined herein as “ EFI Common Shares ”) and Preferred Shares, issuable in series, of which an unlimited number of Series A Preferred Shares have been designated. Schedule “B” sets out the issued and outstanding EFI Common Shares, including the number of EFI Common Shares that may be issued upon exercise, conversion or exchange of options, warrants or other exercisable, convertible, or exchangeable securities of EFI (“ EFI Convertible Securities ”) and the exercise prices therefor. Except as set forth in Schedule “B”, there are no options, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by EFI of any securities of EFI (including the EFI Common Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of EFI (including the EFI Common Shares). All outstanding EFI Common Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all EFI Common Shares issuable upon the exercise of outstanding EFI Convertible Securities, in accordance with their terms, will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights.

       
    (g)

    As at the date hereof, Subco is authorized to issue an unlimited number of common shares without par value, of which 100 common share without par value are currently issued and outstanding.

       
    (h)

    EFI does not have any material subsidiaries other than the EFI Subs. All of the issued and outstanding shares of each of the EFI Subs are owned directly or indirectly, beneficially and of record, by EFI. There are no options, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by EFI or any Subco of any securities of any Subco or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of any Subco.

       
    (i)

    All EFI Payment Shares issued pursuant to or in connection with the Arrangement shall be deemed to be or shall have been validly issued and outstanding as fully paid and non-assessable shares for all purposes of the Business Corporations Act (Ontario).

       
    (j)

    EFI is a “reporting issuer” in good standing under the securities laws of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. The EFI Common Shares are only listed on, and EFI is in material compliance with the rules and policies of, the TSX. To the knowledge of EFI, no inquiry or investigation (formal or informal) of any Securities Authority is in effect or ongoing or, to the knowledge of EFI, expected to be implemented or undertaken, in respect of EFI.

       
    (k)

    EFI has filed all documents in its Public Record required to be filed by it in accordance with Applicable Securities Laws and the rules of the TSX. All documents and information comprising EFI’s Public Record, as of their respective dates, complied in all material respects with all Applicable Securities Laws and at the time filed (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.



    - 11 -

    (l)

    The corporate records and minute books of EFI and each EFI Sub have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of EFI and each EFI Sub in all material respects:

         
    (i)

    have been maintained in accordance with good business practices on a basis consistent with

         

    prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of EFI and each EFI Sub; and

         
    (iii)

    accurately and fairly reflect the basis for the financial statements of EFI.

         
    (m)

    Except as disclosed in EFI’s Public Record, there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of EFI, threatened against or relating to EFI or any EFI Sub or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on EFI. None of EFI, any EFI Sub, nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of EFI and any EFI Sub to conduct their respective businesses in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on EFI.

         
    (n)

    There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of EFI, threatened against or relating to EFI or any EFI Sub before any Governmental Entity.

         
    (o)

    Since September 30, 2010, except as disclosed in EFI’s Public Record, there has been no material change in respect of EFI and its subsidiaries, and there has been no dividend or distribution of any kind declared, paid or made by EFI on any EFI securities.

         
    (p)

    Applying customary standards in the mining industry, EFI and/or the EFI Subs has sufficient title to or valid leasehold interests in EFI’s Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Liens, except for such defects in title or Liens, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on EFI. Each lease and agreement granting rights to EFI’s Properties is in full force and effect and constitutes a legal, valid and binding agreement of EFI or an EFI Sub and EFI and/or the EFI Sub, as the case may be, is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. Furthermore, all real and tangible personal property of EFI and the EFI Subs is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on EFI.

         
    (q)

    The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of EFI disclosed in EFI’s Public Record have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of EFI, taken as a whole, from the amounts disclosed in EFI’s Public Record.

         
    (r)

    EFI does not own, directly or indirectly, or exercise control or direction over, any Strathmore Shares or Strathmore Convertible Securities.



    - 12 -

    (s)

    Neither the execution nor delivery of this Agreement by EFI or Subco, nor the consummation of the transactions contemplated hereby will result in payments or other obligations becoming due or payable by EFI, or any of the EFI Subs, to any of their respective directors, officers or employees.

       
    (t)

    The Board of Directors of EFI has received an opinion from Haywood Securities Inc., joint financial advisor along with Dundee Securities Ltd. to the Board of Directors of EFI, to the effect that, as of the date of such opinion, the transactions contemplated by this Agreement are fair, from a financial point of view, to the securityholders of EFI.

       
    (u)

    The Board of Directors of EFI has resolved unanimously to recommend to the shareholders of EFI that they vote in favour of approval of the Transaction at the EFI Meeting.

       
    (v)

    Neither the aggregate value of the assets in Canada of EFI and its affiliates nor the gross revenues from sales in, from, or into Canada of EFI and its affiliates, as calculated in accordance with Part IX of the Competition Act (Canada), exceed CDN$300 million.

       
    (w)

    EFI is not a “non-Canadian” as that term is defined in, and for the purposes of, the Investment Canada Act (Canada).

    Representations and Warranties of Strathmore

    3.2 Strathmore represents and warrants to EFI, and acknowledges that EFI is relying thereon, that as of the date of this Agreement, and except to the extent such representations and warranties are qualified by the Strathmore Disclosure Letter:

    (a)

    The board of directors of Strathmore has unanimously approved the entering into of this Agreement by Strathmore.

       
    (b)

    Strathmore and each of the Strathmore Subs is a corporation or limited liability company (as applicable) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Strathmore and each of the Strathmore Subs has the requisite power and authority to carry on its business as it is now being conducted. Strathmore and each of the Strathmore Subs is duly registered to do business, and is in good standing, in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on Strathmore, taken as a whole, or on the ability of Strathmore to consummate the Arrangement.

       
    (c)

    Strathmore has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the board of directors of Strathmore, and no other corporate proceedings on the part of Strathmore are necessary to authorize this Agreement and the transactions contemplated hereby other than the approval by the shareholders of Strathmore in accordance with the Interim Order. This Agreement has been duly executed and delivered by Strathmore and constitutes a legal, valid and binding obligation of Strathmore enforceable against Strathmore in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and equitable remedies, including specific performance, are discretionary and may not necessarily be ordered by a court.



    - 13 -

    (d)

    Neither the execution nor the delivery of this Agreement by Strathmore, nor the consummation of the transactions contemplated hereby, nor compliance by Strathmore with any of the provisions hereof will:

         
    (i)

    Except as set out in the Strathmore Disclosure Letter, violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of Strathmore’s Properties or under any of the terms, conditions or provisions of its governing documents or any material note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which Strathmore or any Strathmore Sub is a party, or to which it or any of its properties or assets may be subject, or by which Strathmore or any Strathmore Sub is bound; or

         
    (ii)

    violate any judgment, ruling, order, writ, injunction, determination, award, decree or law applicable to Strathmore, any Strathmore Sub or Strathmore’s Properties; or

         
    (iii)

    cause the suspension or revocation of any authorization, consent, approval or licence currently in effect which would have a Material Adverse Effect on Strathmore, Strathmore’s Properties or Strathmore’s interest therein.

         
    (e)

    Strathmore has complied with and is in compliance with all laws applicable to the operation of its business, except where such non-compliance would not, considered individually or in the aggregate, have a Material Adverse Effect on Strathmore, Strathmore’s Properties or Strathmore’s interest therein, or on the ability of Strathmore to consummate the Arrangement.

         
    (f)

    As at the date hereof, Strathmore is authorized to issue an unlimited number of common shares without par value (referred to in this Agreement as “Strathmore Shares”) and Schedule “C” sets out the issued and outstanding Strathmore Shares, including the number of Strathmore Shares that may be issued upon exercise, conversion or exchange of options, warrants or other exercisable, convertible, or exchangeable securities of Strathmore, including Strathmore’s restricted share plan (“ Strathmore Convertible Securities ”) and the exercise prices (if any) therefor. Except as set forth in Schedule “C”, there are no options, warrants, restricted share units or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Strathmore of any securities of Strathmore (including the Strathmore Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of Strathmore (including the Strathmore Shares). All outstanding Strathmore Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all Strathmore Shares issuable upon the exercise of outstanding Strathmore Convertible Securities, in accordance with their terms, will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights.

         
    (g)

    Strathmore does not have any subsidiaries other than the Strathmore Subs. Except as expressly set out in this Agreement, all of the issued and outstanding shares of each Strathmore Sub are owned, beneficially and of record, by Strathmore. There are no options, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Strathmore or any Strathmore Sub of any securities of any Strathmore Sub or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of any Strathmore Sub.



    - 14 -

    (h)

    Strathmore is a “reporting issuer” in good standing under the securities laws of the provinces of British Columbia, Alberta and Ontario. The issued Strathmore Shares are listed only on, and Strathmore is in material compliance with the rules and policies of, the TSX and OTC-QX. To the knowledge of Strathmore, no inquiry or investigation (formal or informal) of any Securities Authority is in effect or ongoing or, to the knowledge of Strathmore, expected to be implemented or undertaken, in respect of Strathmore.

       
    (i)

    Strathmore has filed all documents in its Public Record required to be filed by it in accordance with Applicable Securities Laws and the rules of the TSX and OTC-QX. Except as specifically disclosed in Strathmore’s Public Record, all documents and information comprising Strathmore’s Public Record, as of their respective dates, complied in all material respects with all Applicable Securities Laws and at the time filed (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

       
    (j)

    The corporate records and minute books of Strathmore and each Strathmore Sub have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of Strathmore and each Strathmore Sub in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Strathmore and each Strathmore Sub; and (iii) accurately and fairly reflect the basis for the Strathmore Financial Statements.

       
    (k)

    Except as disclosed in Strathmore’s Public Record, there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Strathmore, threatened against or relating to Strathmore or any Strathmore Sub or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Strathmore. None of Strathmore, any Strathmore Sub, nor any of Strathmore’s Properties are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Strathmore and any Strathmore Sub to conduct their respective businesses in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on Strathmore.

       
    (l)

    There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Strathmore, threatened against or relating to Strathmore or any Strathmore Sub before any Governmental Entity.

       
    (m)

    Since December 31, 2010, except as disclosed in Strathmore’s Public Record, there has been no material change in respect of Strathmore and the Strathmore Subsidiaries, and there has been no dividend or distribution of any kind declared, paid or made by Strathmore on any Strathmore securities.

       
    (n)

    The Strathmore Disclosure Letter provides a list of all agreements to which Strathmore or any Strathmore Subsidiary is a party or by which such person is bound which is material to Strathmore, taken as a whole (the “ Strathmore Material Agreements ”). Except as disclosed in this Agreement or in the Strathmore Disclosure Letter, all Strathmore Material Agreements: (i) are valid, binding, in full force and effect in all material respects and enforceable by Strathmore or the applicable Strathmore Subsidiary in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not require the consent of any of the parties thereto to the Arrangement.



    - 15 -

    (o)

    No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Strathmore or any Strathmore Sub any of the material assets of Strathmore, other than as described or contemplated herein or in the Strathmore Disclosure Letter.

       
    (p)

    The Strathmore Financial Statements were prepared in accordance with IFRS, consistently applied. The Strathmore Financial Statements fairly present in all material respects the financial condition of Strathmore at the respective dates indicated and the results of operations of Strathmore for the periods covered on a consolidated basis. Except as disclosed in the Strathmore Financial Statements, Strathmore has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on Strathmore.

       
    (q)

    EFI agrees that any geological or other technical information concerning Strathmore’s Properties based on interpretation of fact is only provided as information and Strathmore provides no representation or warranty as to its truth or correctness.

       
    (r)

    At March 31, 2013, Strathmore had working capital of not less than C$2,345,507, and no long term liabilities; for purposes of calculating such working capital, no value has been attributed to any securities of Mogul Ventures Corp. held by Strathmore or any Strathmore Sub.

       
    (s)

    Strathmore currently holds a 60% interest in the Roca Honda Project, subject to a Limited Liability Company Agreement dated as of July 26, 2007 with SC Clean Energy, Inc. and Summit New Energy Holding, LLC.

       
    (t)

    Strathmore currently holds a 100% interest in the Gas Hills Project, subject to an agreement dated February 1, 2012 with KEPCO.

       
    (u)

    Strathmore currently holds a 100% interest in the Copper King Project.

       
    (v)

    Applying customary standards in the mining industry, Strathmore and/or the Strathmore Subs has sufficient title to or valid leasehold interests in Strathmore’s Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Liens, except for such defects in title or Liens, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Strathmore. Each lease and agreement granting rights to Strathmore’s Properties is in full force and effect and constitutes a legal, valid and binding agreement of Strathmore or a Strathmore Sub and Strathmore and/or the Strathmore Sub, as the case may be, is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Strathmore. Furthermore, all real and tangible personal property of Strathmore and the Strathmore Subs is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on Strathmore.



    - 16 -

    (w)

    The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of Strathmore disclosed in Strathmore’s Public Record have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of Strathmore, taken as a whole, from the amounts disclosed in Strathmore’s Public Record.

       
    (x)

    Strathmore does not own, directly or indirectly, or exercise control or direction over, any EFI Common Shares or EFI Convertible Securities.

       
    (y)

    Strathmore will be required to pay (i) financial advisory fees of $200,000, including a fairness opinion fee, (ii) reasonable fees and expenses of its legal counsel and accountants incurred in respect of the transactions contemplated by this Agreement, (iii) fees payable to the TSX and OTC-QX in respect of the transactions contemplated by this Agreement; and (iv) other reasonable fees, expenses and costs associated with the Arrangement, including printing costs, due diligence costs, and transfer agent’s fees. No other fees are or shall become payable by Strathmore in connection with the transactions contemplated by this Agreement or as a consequence of the execution of this Agreement or the completion of the transactions contemplated by this Agreement.

       
    (z)

    Neither the execution nor delivery of this Agreement by Strathmore, nor the consummation of the transactions contemplated hereby, will result in payments or other obligations becoming due or payable by Strathmore, or any of the Strathmore Subs, to any of their respective directors, officers or employees, other than as set out in Schedule “G”.

       
    (aa)

    The Board of Directors of Strathmore has received an opinion from Raymond James Ltd., the financial advisor to the Board of Directors of Strathmore, to the effect that, as of the date of such opinion, the transactions contemplated by this Agreement are fair, from a financial point of view, to the shareholders of Strathmore.

       
    (bb)

    The Board of Directors of Strathmore has resolved unanimously to recommend to the shareholders of Strathmore that they vote in favour of approval of the Transaction at the Strathmore Meeting.

    3.3 The representations and warranties of EFI and Strathmore contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.


    - 17 -

    ARTICLE 4 - COVENANTS

    Covenants of EFI and Subco

    4.1 Each of EFI and Subco hereby covenants and agrees that it shall take such steps and do all such other acts and things, as may be necessary or desirable in order to give effect to the transactions contemplated by this Agreement, and co-operate with Strathmore to enable it to do same, and, without limiting the generality of the foregoing, shall:

    (a)

    use its commercially reasonable best efforts to, prior to the completion of the Arrangement, obtain conditional listing on the TSX of the EFI Payment Shares to be issued in connection with the Arrangement and any EFI Consideration Securities and in connection with the completion of the Arrangement, obtain the final approval of the TSX to the listing on the TSX of the EFI Payment Shares and any EFI Consideration Securities to be issued in connection with the Arrangement;

       
    (b)

    use commercially reasonable best efforts to enter into support agreements with each of the Strathmore Locked-Up Shareholders, pursuant to which, among other things, the Strathmore Locked-Up Shareholders will agree, subject to the terms and conditions thereof, to vote the Strathmore Shares held by them in favour of the Arrangement;

       
    (c)

    convene and use commercially reasonable best efforts to hold the EFI Meeting on or before August 22, 2013 for the purpose of considering the resolution to approve the Arrangement, to the extent required by the TSX;

       
    (d)

    ensure that the information respecting EFI and Subco and EFI’s Properties and the information and consolidated financial statements related to EFI and Subco and the pro forma financial statements provided by EFI to Strathmore for inclusion in the Strathmore Information Circular (including such portions of EFI’s Public Record as are incorporated by reference therein) shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with applicable securities laws and the rules of the TSX;

       
    (e)

    ensure that the EFI Information Circular and any related documentation to be distributed in connection with the solicitation of proxies by the management of EFI in connection with the EFI Meeting shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with Applicable Securities Laws and the rules of the TSX; provided that EFI assumes no responsibility for the accuracy and completeness of any information relating to or provided by Strathmore;

       
    (f)

    obtain the due approval of the shareholder of Subco to the Arrangement and the completion thereof on or before August 22, 2013;

       
    (g)

    EFI will furnish to Strathmore all such information regarding EFI, its affiliates and the EFI Payment Shares, and EFI Underlying Shares as may be reasonably required by Strathmore (including, as required by Section 14.2 of Form 51-102 F5 of National Instrument 51-102 – Continuous Disclosure Obligations) in the preparation of the Strathmore Information Circular and other documents related thereto. EFI shall also use commercially reasonable efforts to obtain any necessary consents from “qualified persons” (as defined in NI 43-101) and its auditors to the use of any financial information required to be included in the Strathmore Information Circular. EFI shall ensure that no such information will include any misrepresentation concerning EFI, Subco or the EFI Payment Shares;



    - 18 -

    (h)

    make arrangements for the prompt delivery of certificates representing EFI Payment Shares, options and warrants to the Strathmore securityholders, as provided in the Plan of Agreement; and

       
    (i)

    promptly notify Strathmore if at any time it becomes aware that the Strathmore Information Circular contains any misrepresentation concerning EFI or Subco or otherwise requires an amendment or supplement to the Strathmore Information Circular or any related application and promptly deliver written notice to Strathmore setting out full particulars thereof. In any such event, EFI and Subco shall cooperate with Strathmore in the preparation of any required supplement or amendment to the Strathmore Information Circular or such other document, as the case may be.

    EFI Covenants During Interim Period

    4.2 During the Interim Period:

    (a)

    EFI shall not, without the prior written consent of Strathmore acting reasonably, issue or authorize the issuance of more than 50 million EFI Common Shares as consideration for the acquisition of any non-cash assets; for greater certainty, nothing in this clause shall restrict or prevent EFI from issuing or authorizing the issuance of EFI Common Shares or securities convertible into EFI Common Shares for cash consideration;

       
    (b)

    EFI shall not, without the prior written consent of Strathmore acting reasonably, split, combine, subdivide or reclassify the EFI Common Shares, other than the ten for one share consolidation previously authorized by EFI’s shareholders or, if approval of EFI’s shareholders is obtained at the EFI Meeting, a share consolidation of not more than twenty to one, with respect to either of which share consolidations Strathmore hereby provides its consent;

       
    (c)

    EFI and Subco shall allow representatives of Strathmore such access to the books, records, documents, personnel and facilities of EFI and Subco and their affiliates as may be necessary or desirable for Strathmore to carry out its due diligence review, and shall make available all relevant legal, financial, geological and technical data, relating to EFI’s Properties;

       
    (d)

    EFI shall co-operate with Strathmore in the preparation of shareholder approval documentation in respect of Strathmore’s obtaining Strathmore Shareholder approval of the Arrangement and any necessary or desirable regulatory filings or submissions and shall participate in meetings with relevant regulatory authorities and stakeholders provided that it shall have been given reasonable advance notice thereof;

       
    (e)

    EFI shall co-operate with Strathmore in any way reasonably necessary or desirable in connection with the preparation of documents and proceedings for the obtaining of the Interim Order and the Final Order in respect of the Arrangement; and

       
    (f)

    EFI and Subco shall carry on business in the ordinary course of business and consistent with past practice (except in respect of the Arrangement).



    - 19 -

    Covenants of Strathmore

    4.3 Strathmore hereby covenants and agrees that it shall take such steps and do all such other acts and things, as may be necessary or desirable in order to give effect to the transactions contemplated by this Agreement, and co-operate with EFI and Subco to enable them to do same, and, without limiting the generality of the foregoing, shall:

    (a)

    use its commercially reasonable best efforts to apply for and obtain such consents, orders or approvals as counsel for EFI may advise are necessary or desirable for the implementation of the Arrangement and, without limiting the generality of the foregoing, to:

         
    (i)

    apply for and obtain the Interim and the Final Order as provided in Section 2.3; and

         
    (ii)

    obtain written consents from any persons who are parties to agreements (including without limiting the foregoing, any property agreements, joint venture agreements, joint operating agreements, option agreements, warrant agreements or warrant certificates) with Strathmore or a Strathmore Sub where consents to the transactions contemplated by the Arrangement are required under those contracts or agreements;

         
    (b)

    use commercially reasonable best efforts to enter into support agreements with each of the EFI Locked-Up Shareholders, pursuant to which, among other things, the EFI Locked-Up Shareholders will agree, subject to the terms and conditions thereof, to vote the EFI Shares held by them in favour of the Arrangement;

         
    (c)

    in a timely and expeditious manner, file the Strathmore Information Circular in all jurisdictions where the same is required in accordance with applicable law and provide the same to its shareholders in accordance with applicable law or as required under exemption orders granted by appropriate regulatory authorities;

         
    (d)

    ensure that the Strathmore Information Circular (including the information incorporated by reference therein) shall contain prospectus-level disclosure respecting EFI and Subco and the information and consolidated financial statements related to EFI and Subco and the pro forma financial statements to be contained in the Information Circular, including by incorporation by reference, shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with applicable securities laws and the rules of the TSX, provided that Strathmore assumes no responsibility for the accuracy and completeness of any information relating to or provided by EFI or Subco that is included in the Strathmore Information Circular;

         
    (e)

    ensure that the information respecting Strathmore, the Strathmore Subs and Strathmore’s Properties and the information and consolidated financial statements related to Strathmore provided by Strathmore to EFI for inclusion in the EFI Information Circular (including such portions of Strathmore’s Public Record as are incorporated by reference therein) shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with applicable securities laws and the rules of the TSX;



    - 20 -

    (f)

    convene and use commercially reasonable best efforts to hold the Strathmore Meeting in accordance with the Interim Order for the purpose of considering the special resolutions to approve the Arrangement;

       
    (g)

    use its commercially reasonable best efforts to obtain the acknowledgements or waivers set out in the Strathmore Disclosure Letter from the parties to such of the Strathmore Material Agreements as are set out therein, in a form satisfactory to EFI acting reasonably; Strathmore shall keep EFI informed of the status of any discussions with such parties and shall, to the extent possible, involve EFI in such discussions; and

       
    (h)

    not, nor permit the Strathmore Subs to, dispose of an interest in any of its material properties or otherwise enter into any material transaction with, or incur any material liability to, any other corporation or person or agree to do any of the foregoing or perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated hereby, other than Employment Termination Obligations arising as a result of completion of the Arrangement contemplated in this Agreement, without the written consent of EFI thereto.

    Strathmore Covenants During Interim Period

    4.4 During the Interim Period:

    (a)

    Strathmore shall not issue any Strathmore Shares or Strathmore Convertible Securities (other than Strathmore Shares issuable upon the exercise of Strathmore Convertible Securities outstanding as at the date hereof) or amend the terms of any such Strathmore Shares or Strathmore Convertible Securities, or incur any indebtedness (other than liabilities to trade creditors incurred in the normal course of business);

       
    (b)

    Strathmore shall allow representatives of EFI such access to the books, records, documents, personnel and facilities of Strathmore as may be necessary or desirable for EFI to carry out its due diligence review, and shall make available all relevant legal, financial, geological and technical data, relating to Strathmore’s Properties;

       
    (c)

    Strathmore shall co-operate with EFI in the preparation of any necessary or desirable regulatory filings or submissions and shall participate in meetings with relevant regulatory authorities and stakeholders provided that it shall have been given reasonable advance notice thereof;

       
    (d)

    except with the prior written approval of EFI, Strathmore will not, and will cause each Strathmore Sub and any other subsidiary not to, enter into, adversely vary or terminate any Material Contracts with any other person;

       
    (e)

    Strathmore shall carry on business in the ordinary course of business and consistent with past practice (except in respect of the Arrangement) and shall not incur any significant expenses or liabilities, other than (i) have been previously approved by board of directors of Strathmore as part of the 2013 budget (a copy of which was previously provided to EFI), or (ii) with the prior written approval of EFI, or (iii) in connection with its obligations under this Agreement; and

       
    (f)

    except with the prior written approval of EFI, Strathmore shall not:



    - 21 -

      (i)

    carry out any exploration or development programs on any of Strathmore’s Properties, except in accordance with the 2013 budget (a copy of which was previously provided to EFI), or

         
      (ii)

    sell, assign or otherwise dispose of any material assets, including without limitation any interests in the Roca Honda Project, Gas Hills Project, Copper King Project, the Juniper Ridge Project or the royalty interest in the Lance project.

    ARTICLE 5- CONDITIONS PRECEDENT

    Mutual Conditions Precedent

    5.1 The parties’ obligations to complete the transactions contemplated in this Agreement are subject to the fulfillment of the following mutual conditions precedent on or before the Outside Date, or such other date as specified below:

    (a)

    a special resolution shall have been passed by the shareholders of Strathmore, in form and substance satisfactory to each of Strathmore and EFI, acting reasonably, duly approving the Arrangement;

       
    (b)

    if required by the TSX, an ordinary resolution shall have been passed by the EFI Shareholders duly approving the Arrangement and ancillary matters on or before August 22, 2013;

       
    (c)

    the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to EFI and Strathmore, acting reasonably, on appeal or otherwise;

       
    (d)

    the Arrangement shall have become effective on or before the Outside Date;

       
    (e)

    there shall be no action taken by a governmental or regulatory authority under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein or that results in a judgment or assessment against Strathmore or EFI which would constitute a Material Adverse Change;

       
    (f)

    Strathmore and/or EFI shall have obtained all other consents, approvals and authorizations by any governmental authority (including, without limitation, all necessary securities commission and stock exchange approvals, including the TSX, and all necessary orders of the Court with respect to the Arrangement) which are required or necessary in connection with the transactions contemplated herein the failure of which to obtain would materially adversely affect the ability of Strathmore or EFI to complete the Arrangement, all on terms and conditions reasonably satisfactory to Strathmore and EFI;

       
    (g)

    EFI and Strathmore shall have jointly filed a notice with the Committee on Foreign Investment in the United States (“ CFIUS ”) under Section 721 of the U.S. Defense Production Act of 1950 (“ Section 721 ”) and the regulations set forth in 31 C.F.R. Part 800, disclosing details regarding the transactions contemplated herein (“ CFIUS Notice ”);



    - 22 -

    (h)

    after the CFIUS Notice has been filed and before the Outside Date, EFI and Strathmore shall have received a letter from CFIUS indicating that (i) the transactions contemplated herein and detailed in the CFIUS Notice are not subject to Section 721; (ii) CFIUS has concluded its review and any investigation (as the case may be) of the CFIUS Notice and has determined that the transactions contemplated herein raise no issues regarding the national security of the United States sufficient to warrant further review or investigation; or (iii) CFIUS has concluded its review and any investigation (as the case may be) of the CFIUS Notice and has determined that the transactions contemplated herein do raise issues regarding the national security of the United States and such issues may be resolved by means of a mitigation agreement or other mitigation measures that are commercially reasonable and mutually acceptable to the parties;

       
    (i)

    EFI and Strathmore shall have obtained any required consent of parties to Material Contracts in respect of the transactions contemplated herein;

       
    (j)

    the issuance of EFI Payment Shares in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act; and

       
    (k)

    this Agreement shall not have been terminated pursuant to Section 8.3.

    The foregoing conditions precedent are for the mutual benefit of Strathmore and EFI and may be waived, in whole or in part, by Strathmore and EFI together, at any time. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, Strathmore or EFI may rescind and terminate this Agreement by written notice to the other of EFI or Strathmore and no party shall have any further obligation under this Agreement, other than the obligations contained in the Confidentiality Agreement or the obligations of Strathmore to EFI pursuant to Article 8, if applicable.

    The parties shall use their reasonable commercial efforts to satisfy the conditions precedent set out in this Section 5.1 and in Sections 5.2 and 5.3.

    Conditions solely for the benefit of EFI and Subco

    5.2 The obligations of EFI and Subco to complete the transactions contemplated in this Agreement are subject to the fulfillment of the following conditions precedent on or before the Outside Date, or such other date as specified below:

    (a)

    the representations and warranties made by Strathmore in Section 3.2 that are qualified by materiality or Material Adverse Effect or Material Adverse Change qualifiers shall be true and correct as of the Effective Time as if made at such time (except for representations and warranties made as of a specified date, the accuracy of which shall be true and correct as of that specified date), and all other representations and warranties made by Strathmore in Section 3.2 that are not so qualified shall be true and correct in all material respects as of the Effective Time as if made at such time (except to the extent that such representations and warranties are made at a specified date, which shall be true and correct as of that specified date) and EFI shall have received a certificate to that effect in form satisfactory to EFI and dated the Effective Date from the President of Strathmore;

       
    (b)

    Strathmore shall have duly performed each of its covenants to be performed on or pursuant to this Agreement (other than any covenants that may have been waived in writing by EFI or Subco) and Strathmore shall have provided to EFI a certificate of an officer of Strathmore certifying as to such compliance as of the Effective Time and EFI shall not have established that it has knowledge to the contrary;



    - 23 -

    (c)

    Since the date hereof there shall have been no Material Adverse Change in Strathmore or any occurrences or circumstances which have resulted or might reasonably be expected to result in a Material Adverse Change in Strathmore;

       
    (d)

    EFI shall have received title reports reasonably satisfactory to it on each of the Copper King Project, Gas Hills Project, Roca Honda Project and Juniper Ridge Project;

       
    (e)

    EFI shall have received Phase 1 environmental reports reasonably satisfactory to it on such of the Copper King Project, Gas Hills Project and Roca Honda Project as it deems necessary;

       
    (f)

    As of the Closing Date, Strathmore shall have no long term liabilities other than reclamation liabilities; and

       
    (g)

    Holders of not more than 4% of the issued and outstanding Strathmore Shares shall have exercised their rights of dissent as set forth in the Interim Order.

    The foregoing conditions precedent are for the benefit of EFI and may be waived, in whole or in part, by EFI in writing at any time. If any of the said conditions precedent shall not be satisfied or waived by EFI on or before the date required for the performance thereof, EFI may rescind and terminate this Agreement by written notice from EFI to Strathmore. On this Agreement being rescinded and terminated pursuant to this Section 5.2 no party shall have any further liability under this Agreement, other than the obligations contained in the Confidentiality Agreement or the obligations of Strathmore to EFI pursuant to Article 8, if applicable.

    Conditions solely for the benefit of Strathmore

    5.3 The obligations of Strathmore to complete the transactions contemplated in this Agreement are subject to the fulfillment of the following conditions precedent on or before the Outside Date, or such other date as specified below:

    (a)

    the representations and warranties made by EFI in Section 3.1 that are qualified by materiality or Material Adverse Effect or Material Adverse Change qualifiers shall be true and correct as of the Effective Time as if made at such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by EFI in Section 3.1 that are not so qualified shall be true and correct in all material respects as of the Effective Time as if made at such time (except to the extent that such representations and warranties are made at a specified date, which shall be true and correct as of that specified date), and Strathmore shall have received a certificate to that effect in form satisfactory to Strathmore and dated the Effective Date from the President of EFI;

       
    (b)

    EFI shall have duly performed each of its covenants to be performed on or pursuant to this Agreement (other than any covenants that may have been waived in writing by Strathmore and EFI shall have provided to Strathmore a certificate of an officer of EFI certifying as to such compliance as of the Effective Time and Strathmore shall not have established that it has knowledge to the contrary;



    - 24 -

    (c)

    since the date hereof there shall have been no Material Adverse Change in EFI or Subco or any occurrences or circumstances which have resulted or might reasonably be expected to result in a Material Adverse Change in EFI or Subco;

       
    (d)

    all of the EFI Payment Shares issuable to shareholders of Strathmore pursuant to the Arrangement and any EFI Consideration Securities shall be conditionally approved for listing on the TSX and shall not be subject to any hold periods or other resale restrictions under Applicable Securities Laws (other than resale restrictions applicable to control blocks, if applicable); and

       
    (e)

    on the Effective Date, the board of directors of EFI shall consist of no more than eleven (11) directors, of which one (1) director shall be a nominee of Strathmore (provided that such nominee shall be an independent director with respect to EFI).

    The foregoing conditions precedent are for the benefit of Strathmore and may be waived, in whole or in part, by Strathmore in writing at any time. If any of the said conditions precedent shall not be satisfied or waived by Strathmore on or before the date required for the performance thereof, Strathmore may rescind and terminate this Agreement by written notice from Strathmore to EFI. On this Agreement being rescinded and terminated pursuant to this Section 5.3 no party shall have any further liability under this Agreement, other than the obligations contained in the Confidentiality Agreement or the obligations of Strathmore to EFI pursuant to Article 8, if applicable.

    ARTICLE 6 –NON-SOLICITATION AND SUPERIOR PROPOSALS

    Non-Solicitation

    6.1 Except as otherwise provided in this Article 6, during the Interim Period Strathmore shall not directly or indirectly, itself or through any of its Representatives:

    (a)

    solicit, assist, initiate, encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of Strathmore, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposal or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal;

       
    (b)

    engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than EFI and its Representatives) regarding any Acquisition Proposal or Potential Acquisition Proposal;

       
    (c)

    withdraw, modify or qualify , or propose publicly to withdraw, modify or qualify, in any manner adverse to EFI, the approval or recommendation of the Arrangement by the Strathmore Board of Directors or any of its committees except where a Material Adverse Effect in respect of EFI has occurred and the Strathmore Board of Directors has determined that, as a consequence of such Material Adverse Effect, it would be inconsistent with the fiduciary duties of the directors of Strathmore to continue to recommend the Transaction;

       
    (d)

    approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, any Acquisition Proposal;

       
    (e)

    accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or



    - 25 -

    (f)

    release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Acquisition Proposal.

    6.2 Strathmore shall immediately cease and cause to be terminated any existing solicitation, discussion, negotiation, encouragement or activity with any person (other than EFI or any of its Representatives) by Strathmore or any of its Representatives with respect to any Acquisition Proposal or any Potential Acquisition Proposal. Strathmore shall immediately cease to provide any person (other than EFI or any of its Representatives) with access to information concerning Strathmore in respect of any Acquisition Proposal or any Potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any person (other than EFI or any of its Representatives) that has entered into a confidentiality agreement with Strathmore relating to any Acquisition Proposal or Potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honored. Strathmore shall ensure that its Representatives are aware of the prohibitions in Section 6.1 hereof and shall be responsible for any breach of this Article 6 by its Representatives.

    6.3 Strathmore shall promptly (and in any event within 24 hours) notify EFI, at first orally and then in writing, of any proposal, inquiry, offer or request received by Strathmore or its Representatives:

    (a)

    relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal (a “ Potential Acquisition Proposal ”);

       
    (b)

    for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or

       
    (c)

    for non-public information relating to Strathmore or a Strathmore Sub, access to properties, books and records or a list of the holders of Strathmore's shares or the shareholders of any Strathmore Sub.

    Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions thereof and Strathmore shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that EFI may reasonably request. Strathmore shall keep EFI promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by EFI with respect thereto.

    Strathmore Alternative Proposal

    6.4 Notwithstanding Section 6.1 of this Agreement, following the receipt by Strathmore of a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the date hereof in contravention of Section 6.1 of this Agreement), Strathmore and its Representatives may:

    (a)

    contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and



    - 26 -

    (b)

    if the Strathmore Board of Directors determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal and that failure to take the relevant action would be inconsistent with its fiduciary duties:

         
    (i)

    furnish information with respect to Strathmore and the Strathmore Subs to the person making such Acquisition Proposal and its Representatives only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to Strathmore than those contained in the Confidentiality Agreement, provided that Strathmore sends a copy of such confidentiality agreement to EFI promptly following its execution and EFI is promptly provided with a list of, and access to (to the extent not previously provided to EFI) the information provided to such person; and

         
    (ii)

    engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives provided that all such information access and discussions shall cease during the Match Period.

    6.5 Notwithstanding Section 6.1 of this Agreement, Strathmore may (i) enter into an agreement (other than a confidentiality agreement contemplated by Subsection 6.4(b)(i) hereof) with respect to an Acquisition Proposal that is a Superior Proposal and/or (ii) withdraw, modify or qualify its approval or recommendation of the Transaction and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided:

    (a)

    Strathmore shall have complied with its obligations under this Article 6;

       
    (b)

    the Strathmore Board of Directors has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties;

       
    (c)

    Strathmore has delivered written notice to EFI of the determination of the Strathmore Board of Directors that the Acquisition Proposal is a Superior Proposal and of the intention of the Strathmore Board of Directors to approve or recommend such Superior Proposal and/or of Strathmore to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by Strathmore and a summary of the valuation analysis attributed by the Strathmore Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors, and together with a summary analysis articulating why the Acquisition Proposal is determined by the Strathmore Board to be a Superior Proposal (the " Superior Proposal Notice ");

       
    (d)

    at least five Business Days have elapsed since the date the Superior Proposal Notice was received by EFI, which five Business Day period is referred to as the " Match Period ";

       
    (e)

    if EFI has offered to amend the terms of the Arrangement and this Agreement during the Match Period pursuant to Section 6.6 below, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by EFI at the termination of the Match Period; and

       
    (f)

    Strathmore terminates this Agreement in compliance with the terms of this Article 6; and



    - 27 -

    (g)

    Strathmore has previously paid or, concurrently with termination, pays in cash the sum of Cdn$1,300,000 to EFI.

    6.6 During the Match Period, EFI shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and this Agreement and Strathmore shall cooperate with EFI with respect thereto, including negotiating in good faith with EFI to enable EFI to make such adjustments to the provisions of the Arrangement and this Agreement as EFI deems appropriate and as would enable EFI to proceed with the Arrangement on such adjusted provisions. The Strathmore Board of Directors shall review any such offer by EFI to amend the terms of the Arrangement and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether EFI's offer to amend the Arrangement and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by EFI. If the Strathmore Board determines that the Acquisition Proposal would cease to be a Superior Proposal, Strathmore and EFI shall enter into an amendment to this Agreement reflecting the offer by EFI to amend the terms of the Arrangement and this Agreement.

    6.7 The Strathmore Board of Directors shall reaffirm its recommendation of the Arrangement by news release promptly after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Strathmore Board of Directors determines that a proposed amendment to the terms of the Arrangement and this Agreement would result in the Acquisition Proposal not being a Superior Proposal and EFI has so amended the terms of the Arrangement; or (iii) the written request of EFI given on or within five Business Days ending the Business Day before a meeting of Strathmore Shareholders called to consider approving the Arrangement. EFI and its legal advisors shall be given a reasonable opportunity to review and comment on the form and content of any such news release and Strathmore shall incorporate all reasonable comments made by EFI and its legal advisors.

    6.8 Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Article 6.

    ARTICLE 7 – NON-RECEIPT OF SHAREHOLDER APPROVAL

    Non-Receipt of Strathmore Shareholder Approval

    7.1 Provided that (i) this Agreement has not been terminated by Strathmore in accordance with Article 6, and (ii) there has been no breach or non-performance by EFI which would entitle Strathmore to terminate this Agreement in accordance with subsections 5.3(a) or 5.3(b), if this Agreement is terminated by reason of the non-satisfaction of the condition specified in Subsection 5.1(a) hereof, Strathmore shall pay to EFI the amount of Cdn$650,000 as partial reimbursement for EFI’s reasonable out-of pocket costs, expenses and disbursements incurred in connection with the Arrangement, this Agreement and the EFI Meeting.

    Non-Receipt of EFI Shareholder Approval

    7.2 Provided that (i) this Agreement has not been terminated by Strathmore in accordance with Article 6, and (ii) there has been no breach or non-performance by Strathmore which would entitle EFI to terminate this Agreement in accordance with subsections 5.2(a) or 5.2(b), if this Agreement is terminated by reason of the non-satisfaction of the condition specified in Subsection 5.1(b) hereof, EFI shall pay to Strathmore the amount of Cdn$650,000 as partial reimbursement for Strathmore’s reasonable out-of pocket costs, expenses and disbursements incurred in connection with the Arrangement, this Agreement and the Strathmore Meeting.


    - 28 -

    7.3 Provided that (i) this Agreement has not been terminated by Strathmore in accordance with Article 6, and (ii) there has been no breach or non-performance by Strathmore which would entitle EFI to terminate this Agreement in accordance with subsections 5.2(a) or 5.2(b), if this Agreement is terminated by reason of the non-satisfaction of the condition specified in Subsection 5.1(b) hereof and (a) prior to the EFI Shareholder Meeting, a bona fide Acquisition Proposal for EFI shall have been made or publicly announced by a person or entity other than Strathmore, and (b) within 12 months of such date of termination, EFI or one or more of the EFI Subs, consummates one or more Acquisition Proposals involving EFI or an EFI Sub, then EFI shall pay $1,300,000 to Strathmore.

    ARTICLE 8- AMENDMENT AND TERMINATION

    Amendment

    8.1 This Agreement and the Plan of Arrangement may, at any time and from time to time before the Effective Date, be amended by written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of their respective shareholders. Without limiting the generality of the foregoing, any such amendment may:

    (a)

    change the time for performance of any of the obligations or acts of the parties hereto;

       
    (b)

    waive any inaccuracies or modify any representation contained herein or any document to be delivered pursuant hereto;

       
    (c)

    waive compliance with or modify any of the covenants herein contained or waive or modify performance of any of the obligations of the parties hereto; or

       
    (d)

    amend the terms or the sequence of transactions described in the Plan of Arrangement subject to any required approval of the shareholders of Strathmore, given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

    Rights Upon Amendment

    8.2 This Agreement and the Exhibits hereto may be amended in accordance with the Final Order, but if the terms of the Final Order require any such amendment, the rights of the parties hereto under Sections 5.1, 5.2, 5.3, 8.1, 8.2 and 8.3 shall remain unaffected.

    Termination

    8.3 This Agreement shall terminate:

    (a)

    if the Arrangement has not been completed on or before the Outside Date, at the election of any of the parties;

       
    (b)

    in the event that the conditions are not satisfied or waived by the parties to whom they are of benefit prior to the Effective Date, or any earlier date contemplated herein;

       
    (c)

    by unanimous agreement of EFI and Strathmore without further action on the part of their respective shareholders;



    - 29 -

    (d)

    upon the earlier of (i) the holders of Strathmore Shares failing to approve the Arrangement at the Strathmore Meeting; and (ii) a final determination from the Court or an appeal court which denies the granting of the Final Order;

       
    (e)

    in the event of a termination by Strathmore under Article 6, upon payment by Strathmore to EFI of the amount specified in Section 6.5(f); or

       
    (f)

    if any applicable laws make the consummation of the Arrangement illegal or prohibited;

    provided that if either EFI or Strathmore determines at any time prior to the Effective Date that it intends to refuse to complete the transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement, it must notify the other party forthwith upon making such determination in order that such other party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time. Neither EFI nor Strathmore may exercise the termination right arising therefrom unless forthwith and in any event prior to the Effective Date, it has given a written notice to the other party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which it is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is given, provided that such matter is reasonably capable of being cured and the notified party is proceeding diligently to cure such matter, the party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Effective Date and the expiration of a period of 20 business days from such notice. If such a notice has been given by EFI to Strathmore prior to the date of the Strathmore Meeting, the Strathmore Meeting will at the election of Strathmore be postponed or adjourned and will not be held until such time as is reasonably practicable after the earlier of (a) the matter to which the notice relates being cured and (b) the expiry of such period. If such notice has been given prior to the making of application for the Final Order, such application will be postponed and will not be made until such time as is reasonably practicable after the earlier of (a) the matter to which the notice relates being cured and (b) the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result thereof.

    8.4 Each of the Parties acknowledges that the agreements contained in Section 6.5(g), Section 7.1, Section 7.2 and Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that the payment amounts set out in Section 6.5(g), Section 7.1, Section 7.2 and Section 7.3 are payments of liquidated damages which are a genuine pre-estimate of the damages, which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each of EFI and Strathmore irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this Agreement under circumstances where EFI or Strathmore is entitled to an amount under Section 6.5(g), Section 7.1, Section 7.2 or Section 7.3, respectively, and such amount is paid in full, EFI or Strathmore, as the case may be, shall be precluded from any other remedy against the other Party at Law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby, provided, however that payment by a party of such amount shall not be in lieu of any damages or any other payment or remedy available in the event of any wilful or intentional breach by such Party of any of its obligations under this Agreement.


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    8.5 The provisions of Article 9 will survive any termination under Section 8.3.

    ARTICLE 9 - INDEMNITY

    Indemnification

    9.1 Each party (the “ Indemnifying Party ”) hereto undertakes with the other parties hereto (the “ Indemnified Party ”) to hold the Indemnified Party fully and effectually indemnified from and against all losses, claims, damages, liabilities, actions or demands (including amounts paid in any settlement approved by the Indemnifying Party of any action, suit, proceeding or claim but excluding lost profits or opportunities and consequential or incidental damages), to which such Indemnified Party may become subject insofar as such losses, claims, damages, liabilities, actions or demands arise out of or are based upon any breach of a representation, warranty, covenant or obligation of the Indemnifying Party contained in this Agreement or any certificate or notice delivered by it in connection herewith, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action or demand.

    Defence

    9.2(a)

    Promptly after receipt by an Indemnified Party of notice of a possible action, suit, proceeding or claim referred to in Section 9.1, such Indemnified Party, if a claim in respect thereof is to be made against the Indemnifying Party under such Section, shall provide the Indemnifying Party with written particulars thereof; provided that failure to provide the Indemnifying Party with such particulars shall not relieve such Indemnifying Party from any liability which it might have on account of the indemnity provided for in this Article 9 except insofar as such failure shall prejudice such Indemnifying Party. The Indemnified Party shall also provide to the Indemnifying Party copies of all relevant documentation and, unless the Indemnifying Party assumes the defence thereof, shall keep such Indemnifying Party advised of the progress thereof and will discuss with the Indemnifying Party all significant actions proposed;


    (b)

    An Indemnifying Party shall be entitled, at its own expense, to participate in (and, to the extent that it may wish, to assume) the defence of any such action, suit, proceeding or claim but such defence shall be conducted by counsel of good standing approved by the Indemnified Party, such approval not to be unreasonably withheld. Upon the Indemnifying Party notifying the Indemnified Party of its election so to assume the defence and retaining such counsel, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by it in connection with such defence other than for reasonable costs of investigation. If such defence is assumed by the Indemnifying Party, it shall, through the course thereof, provide copies of all relevant documentation to the Indemnified Party, keep such Indemnified Party advised of the progress thereof and shall discuss with the Indemnified Party all significant actions proposed. No Indemnifying Party shall enter into any settlement without the consent of the Indemnified Party, but such consent shall not be unreasonably withheld. If such defence is not assumed by the Indemnifying Party, the Indemnifying Party shall not be liable for any settlement made without its consent, but such consent shall not be unreasonably withheld.

       
    (c)

    Notwithstanding the foregoing, an Indemnified Party shall have the right, at the Indemnifying Party’s expense, to employ counsel of its own choice in respect of the defence of any such action, suit, proceeding or claim if (i) the employment of such counsel has been authorized by the Indemnifying Party in connection with such defence; or (ii) counsel retained by the Indemnifying Party or the Indemnified Party shall have advised the Indemnified Party that there may be legal defences available to it which are different from or in addition to those available to the Indemnifying Party (in which event and to that extent, the Indemnifying Party shall not have the right to assume or direct the defence on behalf of the Indemnified Party) or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iii) the Indemnifying Party shall not have assumed such defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding or claim.



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    Term

    9.3 The obligations of each party hereto under this Article 9 shall terminate one year after the Arrangement is consummated, save with respect to all losses, claims, damages, liabilities, actions or demands notice of which is given to the Indemnifying Party by the Indemnified Party on or before one year from the date hereof in compliance with Section 9.2.

    ARTICLE 10- PUBLIC DISCLOSURE

    10.1 No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by any party without the prior written agreement of the other of EFI or Strathmore as to timing, content and method, provided that the obligations herein will not prevent any party from making, after consultation with the other of EFI or Strathmore (which consultation shall not be required if it is impracticable or inappropriate), such disclosure as its counsel advises is required by applicable laws or the rules and policies of the reporting jurisdictions of the party.

    ARTICLE 11- INSURANCE

    11.1 Prior to the Effective Date, Strathmore shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Strathmore and the Strathmore Subs which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and EFI will, or will cause Merged Company and its subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date. If a tail policy is not available, then EFI agrees that for the period of two years following the Effective Date, EFI shall cause Merged Company or any successor to Merged Company or any of its Strathmore Subs (including any successor resulting from any winding-up or liquidation or dissolution of any of them) to maintain Strathmore and its Strathmore Subs’ current directors’ and officers’ insurance policies or substantially equivalent policies subject in either case to terms and conditions no less advantageous to the directors and officers of Strathmore and its Strathmore Subs than those contained in the policies in effect on the date of this Agreement, for all present and former directors and officers of Strathmore and its Strathmore Subs, covering claims made prior to or within such two year period. The provisions of this Article 11 are intended for the benefit of, and shall be enforceable by, each insured person, his or her heirs and his or her legal representatives and, for such purpose, EFI hereby confirms that it is acting as agent and trustee on their behalf. Furthermore, this Article 12 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six (6) years.

    ARTICLE 12 – PURCHASE OF RENO CREEK ROYALTY

    12.1 EFI hereby agrees to purchase, and Strathmore hereby agrees to sell, assign and transfer to EFI, free and clear of all liens and encumbrances, the 5% gross production royalty in the Pine-Tree Reno Creek Properties (the “ Reno Creek Royalty ”) for an aggregate purchase price of Cdn$3,000,000. The closing of the acquisition of the Reno Creek Royalty (the “ Reno Closing ”) shall occur on June 21, 2013 (or such earlier or later date as EFI and Strathmore may agree). The purchase price for the acquisition of the Reno Creek Royalty shall be satisfied by the delivery of a promissory note in the amount of Cdn$3,000,000 issued by EFI to Strathmore (the “ Royalty Payment Note ”) on the Reno Closing. The Royalty Payment Note shall be payable without interest as follows: (i) Cdn$500,000 cash payment payable on June 28, 2013; (ii) Cdn$500,000 cash payment payable on July 29, 2013; (iii) Cdn$500,000 cash payment payable on August 30, 2013; and (iv) balance of Cdn$1,500,000 payable on October 31, 2012, either by a cash payment or, at the option of EFI, by the issuance and delivery to Strathmore of the equivalent amount of EFI Common Shares based on the volume weighted average trading price on the TSX for the five trading days ending October 31, 2013. The closing documents in respect of the purchase and sale of the Reno Creek Royalty shall contain such terms and conditions, including industry standard representations and warranties, as are customary in transactions of this nature. The purchase and sale of the Reno Creek Royalty is not conditional upon completion of the Arrangement.


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    ARTICLE 13- ASSIGNMENT

    13.1 No party may assign its rights or obligations under this Agreement.

    ARTICLE 14 - WAIVER

    14.1 Any waiver or release of any conditions of this Agreement, to be effective, must be in writing executed by the party for whom such condition is expressed by this Agreement to benefit.

    ARTICLE 15 - GENERAL

    15.1 Time is of the essence herein.

    15.2 Each party hereto will, from time to time, at the request of another party, do such further acts and execute and deliver all such further documents, agreements and instruments as will be reasonably required in order to fully perform and carry out the terms, conditions and intent of this Agreement.

    15.3 All references to currency are references to Canadian dollars unless otherwise indicated.

    15.4 The parties intend that this Agreement will be binding upon them until terminated.

    15.5 The parties agree and acknowledge that each of them will bear responsibility for their own expenses and costs incurred and to be incurred by each of them in connection with the Arrangement including, without limitation, amounts paid or payable to financial advisors, legal counsel, auditors, legal counsel, printers, transfer agents, and other arm’s length third parties that perform services on their behalf in connection with the negotiation of the Agreement, the Arrangement, the due diligence review to be conducted in connection with the Arrangement, the preparation and distribution of all necessary disclosure documents and other steps to implement the Arrangement.

    15.6 Any notice which is or may be required to be given pursuant to this Agreement shall be in writing and shall be delivered:


    - 33 -

    if to EFI or Subco, to:

    Energy Fuels Inc.
    225 Union Blvd., Suite 600
    Lakewood, Colorado, USA
    80228
    Attention: President
    Facsimile No.: (303) 389-4125

    with a copy to:

    Borden Ladner Gervais LLP
    40 King Street West, Suite 4400
    Toronto, Ontario, Canada M5H 3Y4
    Attention: Mark F. Wheeler
    Facsimile No.: (416) 361-7376
    e-mail: mwheeler@blg.com

    if to Strathmore, to:

    Strathmore Minerals Corp.
    #950, 1130 West Pender Street
    Vancouver, British Columbia, Canada, V6E 4A
    Attention: Steven Khan
    Facsimile No.: (250) 979-6363

    with a copy to:

    Blake, Cassels & Graydon LLP
    595 Burrard Street
    P.O. Box 49314
    Suite 2600, Three Bentall Centre
    Vancouver BC V7X 1L3
    Canada
    Attention: Bob Wooder
    Facsimile No.: 604-631-3309

    Any notice to be given hereunder shall be deemed to be properly provided if delivered in any of the following modes:

    (a)

    personally, by delivering the notice to the party on which it is to be served at that party’s address for notices as set forth above. Personally delivered notices shall be deemed to be received by the addressee when actually delivered as aforesaid; provided that, such delivery shall be during normal business hours on any business day. If a notice is not delivered on a business day or is delivered after the addressee’s normal business hours, such notice shall be deemed to have been received by such party at the commencement of the addressee’s first business day next following the time of the delivery; or

       
    (b)

    by facsimile (or by any other like method by which a written message may be sent) directed to the party on which it is to be delivered at that party’s facsimile number as set forth above. A notice so served shall be deemed to be received by the addressee when transmitted by the party delivering the notice (provided such party obtains confirmation from its facsimile of successful transmission), if transmitted during the addressee’s normal business hours on any business day, or at the commencement of the next ensuing business day following transmission if such notice is not transmitted on a business day or is transmitted after the party’s normal business hours.



    - 34 -

    15.7 This Agreement and the rights and obligations of the parties hereunder will be governed by and construed according to the laws of the Province of Ontario and to the laws of Canada applicable therein. The parties irrevocably submit and attorn to the exclusive jurisdiction of the superior courts of the Province of Ontario located in Toronto, in respect of all matters arising out of this Agreement.

    15.8 This Agreement will enure to the benefit of and be binding upon the parties hereto and their successors.

    15.9 This Agreement together with the Confidentiality Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto, excluding the Confidentiality Agreement.

    15.10 This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All of these counterparts will for all purposes constitute one agreement, binding on the parties, notwithstanding that all parties are not signatories to the same counterpart. A fax transcribed copy or photocopy of this Agreement executed by a party in counterpart or otherwise will constitute a properly executed, delivered and binding agreement or counterpart of the executing party.


    - 35 -

    IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the year and day set out on page 1 hereof.

    ENERGY FUELS INC.

    Per: “Stephen P. Antony”    
         
    Name: Stephen P. Antony    
         
    Title: President and CEO    

    STRATHMORE MINERALS CORP.

    Per: “David Miller”    
         
    Name: David Miller    
         
    Title: CEO    

    0971890 B.C. LTD.

    Per: “Stephen P. Antony”    
         
    Name: Stephen P. Antony    
         
    Title: President and CEO    


    Schedule “A”
    Plan of Arrangement

    ARTICLE 1 - INTERPRETATION

    Definitions

    Section 1.1 In this Plan of Arrangement, unless something in the subject matter or context is inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

    (a) “ Act ” means the Business Corporations Act , R.S.B.C. 2004, c. 57, as amended;

    (b) “ Agreement ” means the Arrangement Agreement dated for reference June 11, 2013, made among EFI, Strathmore and Subco including the schedules thereto as the same may be supplemented or amended from time to time;

    (c) “ Arrangement ” means an arrangement under the provisions of Section 288 of the Act, on the terms and conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Sections 8.1 and 8.2 of the Arrangement Agreement or Article 6 of this Plan of Arrangement, or made at the direction of the Court in the Final Order with the consent of EFI and Strathmore, each acting reasonably;

    (d) “ business day ” means a day, other than a day that is a Saturday, a Sunday or a civic or statutory holiday in Toronto, Ontario or Vancouver, British Columbia;

    (e) “ Cancellation Consideration ” means the aggregate number of EFI Shares as are issuable in satisfaction of 50% of the Change of the Control Obligations that may be owing from time to time to all Former Employees; the number of EFI Shares issuable to each Former Employee being determined based on the volume weighted average price of the EFI Shares on the TSX over the five trading days prior to the date upon which the Employment Termination Obligation is payable to such Former Employee (the “ Share Price ”), such that the product of the Share Price and the number of EFI Shares issuable to such Former Employee equals 50% of the Employment Termination Obligation owing to such Former Employee;

    (f) “ Consolidation ” means the consolidation of the issued and outstanding Current EFI Common Shares either (A) on the basis of ten Current EFI Common Shares being consolidated into one Post-Consolidation EFI Common Share, as previously authorized by EFI’s shareholders, or (B) on the basis of such Consolidation Ratio, not to exceed twenty Current EFI Common Shares being consolidated into one Post-Consolidation EFI Common Share, as may be authorized by EFI’s shareholders;

    (g) “ Consolidation Ratio ” means the number of Current EFI Common Shares which are converted into one Post-Consolidation EFI Common Share;

    (h) “ Court ” means the Supreme Court of British Columbia;

    (i) “ Current EFI Common Shares ” means common shares without par value in the capital of EFI, as constituted on June 11, 2013;


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    (j) “ Depositary ” means Canadian Stock Transfer Company, or such other person or company as may be appointed by EFI to act as the Depositary hereunder;

    (k) “ Effective Date ” means August 30, 2013, or such earlier or later date as may be agreed between EFI and Strathmore as the date for completing the Arrangement;

    (l) “ Effective Time ” means 11:59 p.m. (Toronto time) on the Effective Date;

    (m) “ EFI ” means Energy Fuels Inc., a company organized under the laws of Ontario;

    (n) “ EFI Common Shares ” means Current EFI Common Shares or, if the Consolidation has become effective prior to the Effective Time, Post-Consolidation EFI Common Shares;

    (o) “ EFI Payment Shares ” means the EFI Common Shares issuable to shareholders of Strathmore pursuant to Section 3.2(e)(vii) hereof;

    (p) “ EFI Replacement Options ” means stock options exercisable to purchase EFI Common Shares to be issued in exchange for Strathmore Options;

    (q) “ EFI Replacement Warrants ” means common share purchase warrants exercisable to purchase EFI Common Shares to be issued in exchange for Strathmore Warrants;

    (r) “ Employee Strathmore Option ” means a Strathmore Option held by a current or former director, officer or employee of Strathmore that was received in respect of, in the course of, or by virtue of, employment with Strathmore or in consideration for services performed as a director or officer;

    (s) “ Employment Termination Obligations ” means the financial obligations owed to Former Employees as a result of the Termination (as defined in the Employment Termination Policy) of such Former Employees within six months after the Effective Time;

    (t) “ Employment Termination Policy ” means the Strathmore Group Employment Termination Policy Effective as of and from January 1, 2009;

    (u) “ Exchange Ratio ” means, for each Strathmore Share and Strathmore RSU and each Strathmore Share underlying an Employee Strathmore Option, Non-Employee Strathmore Option and Strathmore Warrant:

    (i) if the Consolidation has not become effective prior to the Effective Time, 1.47 Current EFI Common Shares; or

    (ii) if the Consolidation has become effective prior to the Effective Time, the number of Post-Consolidation EFI Common Shares determined when 1.47 is divided by the Consolidation Ratio;

    (v) “ Final Order ” means the final order of the Court approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;


    - 3 -

    (w) “ Former Employee ” means each Employee (as defined in the Employment Termination Policy) who (A) is subject to the Employment Termination Policy, (B) has entered into a Letter Agreement, and (C) within six months following the Effective Time, is Terminated (as defined in the Employment Termination Policy), other than an Employee who is Terminated for Just Cause (as defined in the Employment Termination Policy), and “ Former Employees ” means all of them;

    (x) “ Holder ” means a registered holder of Strathmore Shares or any person who surrenders to the Depositary certificates representing such Strathmore Shares duly endorsed for transfer to such person in accordance with the Share Letter of Transmittal;

    (y) “ In-The-Money Amount ” in respect of a stock option means the amount, if any, by which the fair market value at the time of the securities subject to the option exceeds the aggregate price of the option;

    (z) “ Interim Order ” means the order of the Court pursuant to the application therefor contemplated by Section 2.3 of the Agreement;

    (aa) “ Letter Agreements ” means the letter agreements among Strathmore, EFI and each of the Former Employees providing for the issuance of the Cancellation Consideration in satisfaction of 50% of the Employment Termination Obligations that may be owing to such Former Employees from time to time;

    (bb) “ Merged Company ” has the meaning ascribed thereto in Section 3.2(c);

    (cc) “ Non-Employee Strathmore Option ” means any Strathmore Option that is not an Employee Strathmore Option.

    (dd) “ Person ” shall be broadly interpreted and includes any natural person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, body corporate with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative;

    (ee) “ Plan of Arrangement ” means this plan of arrangement and any amendment or variation thereto made in accordance with Article 6 hereof;

    (ff) “ Post-Consolidation EFI Common Shares ” means common shares in the capital of EFI after giving effect to the Consolidation;

    (gg) “ Registrar ” means “registrar” as defined in the Act;

    (hh) “ Share Letter of Transmittal ” has the meaning ascribed thereto in Section 5.3;

    (ii) “ shareholder ” or “ holder of shares ” means “shareholder” as defined in the Act; and

    (jj) “ Strathmore ” means Strathmore Minerals Corp., a company organized under the laws of British Columbia;

    (kk) “ Strathmore Meeting ” means the special meeting of Holders of Strathmore Shares to be held to, among other things, consider and, if thought fit, to approve the Arrangement;


    - 4 -

    (ll) “ Strathmore Options ” means stock options exercisable to purchase Strathmore Shares outstanding as at the Effective Time;

    (mm) “ Strathmore RSUs ” means restricted stock units granted by Strathmore and outstanding as of the Effective Time;

    (nn) “ Strathmore Shares ” means common shares without par value in the capital of Strathmore;

    (oo) “ Strathmore Warrants ” means common share purchase warrants exercisable to purchase Strathmore Shares outstanding as at the Effective Time;

    (pp) “ Subco ” means 0971890 B.C. LTD., a company organized under the laws of British Columbia and wholly owned by EFI;

    (qq) “ Subco Shares ” means common shares without par value in the capital of Subco;

    (rr) “ Tax Act ” means the Income Tax Act (Canada), and the regulations promulgated thereunder, as now in effect and as it may be amended from time to time prior to the Effective Date.

    (ss) “ Warrant Letter of Transmittal ” has the meaning ascribed thereto in 0;

    Headings

    Section 1.2 The division of this Plan of Arrangement into Articles, Sections and Subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof” and “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section or Subsection hereof and include any agreement or instrument supplemental therewith, references herein to Articles, Sections and Subsections are to Articles, Sections and Subsections of this Plan of Arrangement.

    Number and Gender

    Section 1.3 In this Plan of Arrangement, unless something in the context is inconsistent therewith, words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa and words importing shareholders shall include members.

    ARTICLE 2 – ARRANGEMENT AGREEMENT

    Arrangement Agreement

    Section 2.1 This Plan of Arrangement is made pursuant and subject to the provisions of the Agreement.


    - 5 -

    ARTICLE 3 - THE ARRANGEMENT

    Plan of Arrangement

    Section 3.1 This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) Strathmore, (ii) EFI, (iii) Subco, (iv) all registered and beneficial holders of Strathmore Shares, Strathmore RSUs, Strathmore Warrants and Strathmore Options; and (v) all Former Employees.

    Section 3.2 Commencing at the Effective Time, the following events or transactions shall occur sequentially in the order set out unless otherwise noted and shall be deemed to occur without any further act or formality required on the part of any Person, except as expressly provided herein:

    (a) the Strathmore Shares in respect of which shareholders of Strathmore who have exercised dissent rights in accordance with Article 4 (and the right of such shareholder to dissent with respect to such Strathmore Shares has not been terminated or ceased to apply to the shareholder) will be deemed to have been transferred to Strathmore and such shareholders cease to have any rights as shareholders other than the right to be paid by Strathmore the fair value of their Strathmore Shares in accordance with Article 4;

    (b) at the time of the step contemplated in Section 3.2(a), with respect to each Strathmore Share transferred pursuant to Section 3.2(a):

      (i)

    the Holder of such Strathmore Share will cease to be the holder of such Strathmore Share;

         
      (ii)

    the Holder’s name will be removed from the central securities register of Strathmore with respect to such Strathmore Share;

         
      (iii)

    legal and beneficial title to such Strathmore Share will rest in Strathmore and Strathmore will be and be deemed to be the transferee of such and such Strathmore Share shall be cancelled;

         
      (iv)

    the certificate representing such Strathmore Share shall be deemed to have been cancelled; and

         
      (v)

    the Holder of such Strathmore Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer and cancellation;

    (c) after the step described in Section 3.2(a), Strathmore and Subco will amalgamate to form one corporate entity (the “ Merged Company ”) with the same effect as if the amalgamation was carried out as an amalgamation under the provisions of Part 9, Division 3 of the Act provided that Strathmore shall be considered to have survived the merger as the Merged Company and the separate existence of Subco will cease.

    (d) without limiting the generality of Section 3.2(c), at the time, and by virtue, of the step described in Section 3.2(c), the separate existence of Subco will cease without Subco being liquidated or wound-up; Strathmore will continue as the Merged Company; all of the property of Strathmore and Subco will become the property of the Merged Company; and all of the liabilities of Strathmore and Subco will become liabilities of the Merged Company; otherwise than as a result of the acquisition or purchase of property by the Merged Company or as a result of the distribution of property to the Merged Company on the winding-up of Strathmore or Subco.


    - 6 -

    (e) at the time of the step described in Section 3.2(c) and from and after this time, and as a consequence of the merger:

      (i)

    the Merged Company will own and hold all property of Strathmore and Subco and, without limiting the provisions hereof, all rights of creditors or others, whether arising by contract or otherwise, will be unimpaired by such merger and all obligations of Strathmore and Subco whether arising by contract or otherwise, may be enforced against the Merged Company to the same extent as if such obligations had been incurred or contracted by it; the Merged Company will continue to be liable for all of the liabilities and obligations of Strathmore and will become liable for the liabilities and obligations of Subco.

           
      (ii)

    all rights, contracts, permits and interests of Strathmore will continue as rights, contracts, permits and interests of the Merged Company and all rights, contracts, permits and interest of Subco will become rights, contracts, permits and interests of the Merged Company as if Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Strathmore or Subco under any such rights, contracts, permits and interests;

           
      (iii)

    any existing cause of action, claim or liability to prosecution will be unaffected;

           
      (iv)

    a legal proceeding being prosecuted or pending by or against either Strathmore and Subco may be continued by or against the Merged Company;

           
      (v)

    a conviction against, or ruling, order or judgment in favour of or against either Strathmore or Subco may be enforced by or against the Merged Company;

           
      (vi)

    the articles and notice of articles of the Merged Company shall be substantially in the form of Strathmore’s articles and notice of articles;

           
      (vii)

    each Holder of Strathmore Shares will exchange its Strathmore Shares for EFI Common Shares based on the Exchange Ratio;

           
      (viii)

    with respect to each Strathmore Share exchanged pursuant to Section 3.2(e)(vii):

           
      (A)

    the Holder of such Strathmore Share shall cease to be the holder of such Strathmore Share;

           
      (B)

    the Holder’s name will be removed from the central securities register of Strathmore with respect to such Strathmore Share;

           
      (C)

    the certificate representing such Strathmore Share shall be deemed to have been cancelled; and

           
      (D)

    the Holder of such Strathmore Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer and cancellation;



    - 7 -

      (ix)

    each Holder of Strathmore RSUs will exchange its Strathmore RSUs for EFI Common Shares based on the Exchange Ratio for each one Strathmore RSU outstanding at the Effective Time;

           
      (x)

    with respect to each Strathmore RSU exchanged pursuant to Section 3.2(e)(vii)(ix):

           
      (A)

    the Holder of such Strathmore RSU shall cease to be the holder of such Strathmore RSU;

           
      (B)

    the Holder’s name will be removed from the central securities register of Strathmore with respect to such Strathmore RSU;

           
      (C)

    the certificate representing such Strathmore RSU shall be deemed to have been cancelled; and

           
      (D)

    the Holder of such Strathmore RSU shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer and cancellation;

           
      (xi)

    each currently outstanding Employee Strathmore Option will be exchanged for an EFI Replacement Option based on the Exchange Ratio, for the same exercise price as for one Strathmore Share, and on the same terms and conditions, as specified in the Employee Strathmore Option agreements. It is intended subsection 7(1.4) of the Tax Act apply to the above exchange of Employee Strathmore Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of an EFI Replacement Option will be increased such that the In-The-Money of the EFI Replacement Option after the exchange does not exceed the In-The-Money Amount of the Employee Strathmore Option immediately before the exchange. For holders of currently outstanding Employee Strathmore Options, the EFI Replacement Options issued to replace such Employee Strathmore Options shall include the same provisions with respect to the ability to exercise the EFI Replacement Option after the holder ceases to be a director, officer, employee or consultant of EFI that are in effect under the Stock Option Plan of Strathmore in effect on the Effective Date, subject to all necessary stock exchange acceptances (which EFI and Strathmore have covenanted to best efforts to obtain or effect). Upon delivery to a holder of an Employee Strathmore Option of a certificate or agreement representing the EFI Replacement Option issued in exchange for a currently outstanding Employee Strathmore Option, the Employee Strathmore Option shall be terminated and the holder of such Employee Strathmore Option shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such exchange and termination;

           
      (xii)

    each currently outstanding Non-Employee Strathmore Option will be exchanged for an EFI Replacement Option based on the Exchange Ratio, for the same exercise price as for one Strathmore Share, and on the same terms and conditions, as specified in the Non- Employee Strathmore Option agreements. For holders of currently outstanding Non- Employee Strathmore Options, the EFI Replacement Options issued to replace such Non- Employee Strathmore Options shall include the same provisions with respect to the ability to exercise the EFI Replacement Option after the holder ceases to be a director, officer, employee or consultant of EFI that are in effect under the Stock Option Plan of Strathmore in effect on the Effective Date, subject to all necessary stock exchange acceptances (which EFI and Strathmore have covenanted to best efforts to obtain or effect). Upon delivery to a holder of a Non-Employee Strathmore Option of a certificate or agreement representing the EFI Replacement Option issued in exchange for a currently outstanding Non-Employee Strathmore Option, the Non-Employee Strathmore Option shall be terminated and the holder of such Non-Employee Strathmore Option shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such exchange and termination;



    - 8 -

      (xiii)

    each currently outstanding Strathmore Warrant will be exchanged for an EFI Replacement Warrant based on the Exchange Ratio, for the same exercise price as for one Strathmore Share, and on the same terms and conditions, specified in the warrant indenture and/or warrant certificate governing the Strathmore Warrants. Upon delivery to a holder of a Strathmore Warrant of a certificate or agreement representing the EFI Replacement Warrant issued in exchange for a currently outstanding Strathmore Warrant, the Strathmore Warrant shall be terminated and the holder of such Strathmore Warrant shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such exchange and termination;

         
      (xiv)

    each Subco Share shall be cancelled and the holder thereof shall receive, for each such Subco Share, one common share in the capital of the Merged Company;

         
      (xv)

    the name of the Merged Company shall be “Strathmore Minerals Corp.”;

         
      (xvi)

    the address of the registered and records office of the Merged Company shall be Suite 1200, 200 Burrard Street, Vancouver, British Columbia V7X 1T2;

         
      (xvii)

    the Merged Company shall be authorized to issue an unlimited number of common shares without par value;

         
      (xviii)

    the notice of articles of the Merged Company shall be the Notice of Articles of Strathmore except that they will reflect the composition of the Board of Directors of the Merged Company as agreed between EFI and Strathmore;

         
      (xix)

    the articles of the Merged Company shall be the Articles of Strathmore, a copy of which is attached as Appendix I to this Plan of Arrangement;

         
      (xx)

    the first annual meeting of the Merged Company will be held within 18 months from the Effective Date; and

         
      (xxi)

    the first directors of the Merged Company following the merger shall be the persons set out in the notice of articles referred to in Section 3.2(e)(xviii),

    provided that none of the foregoing will occur or be deemed to occur unless all of the foregoing occurs.

    Section 3.3 On or immediately prior to the Effective Date, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the requisite EFI Payment Shares, required to be issued in accordance with the provisions of Section 3.2(e) hereof, which certificates shall be held by the Depositary as agent and nominee for former Strathmore shareholders for distribution to such former shareholders in accordance with the provisions of Article 5 hereof.

    Section 3.4 On or within 10 business days of an applicable Employment Termination Obligation arising, EFI shall deliver or arrange to be delivered to the applicable Former Employee the Cancellation Consideration. For greater certainty, delivery of the Cancellation Consideration under this Plan of Arrangement shall constitute satisfaction of 50% of the Employment Termination Obligations to such Former Employee and the balance of the Employment Termination Obligations, if not previously satisfied, shall remain outstanding until so paid.


    - 9 -

    Section 3.5 Any transfer of any securities pursuant to the Arrangement shall be free and clear of any hypothecs, liens, claims, encumbrances, charges, adverse interests or security interests.

    Section 3.6 No fractional securities shall be issued pursuant to any of the exchanges contemplated pursuant to Section 3.2 hereof. In the event the number of securities issuable pursuant to an exchange is not otherwise a whole number, the number of securities issuable shall be rounded to the nearest whole number (and if the fraction is 0.5, the number of securities issuable shall be rounded up to the next whole number).

    ARTICLE 4 - RIGHTS OF DISSENT

    Rights of Dissent

    Section 4.1 The Holders of Strathmore Shares may exercise rights of dissent conferred by the Interim Order in the manner set out in Section 242 of the Act, as modified by the Interim Order with respect to the Arrangement, provided that the notice of dissent is received by 11:00 a.m. (Vancouver time) on the date that is two business days prior to the date of the Strathmore Meeting. Without limiting the generality of the foregoing, Holders who duly exercise such rights of dissent and who are:

    (a)

    ultimately determined to be entitled to be paid by Strathmore the fair value for their Strathmore Shares shall be deemed to have had their Strathmore Shares cancelled on the Effective Date; or

       
    (b)

    ultimately determined not to be entitled to be paid their fair value for any reason for their Strathmore Shares shall be deemed to have participated in the Arrangement on the same basis as non-dissenting Holders of Strathmore Shares and shall receive EFI Payment Shares on the basis determined in accordance with Section 3.2(e)(vii) of this Plan of Arrangement.

    In no case shall EFI or Strathmore be required to recognize the Holders who are ultimately determined to be entitled to be paid the fair value of their Strathmore Shares as contemplated by Subsection 4.1(a) above as EFI shareholders at and after the Effective Time, and the names of such Holders shall be removed from EFI’s register of shareholders as of the Effective Time.

    ARTICLE 5 - CERTIFICATES AND DOCUMENTATION

    Entitlement to EFI Share Certificates

    Section 5.1 After the Effective Date, the former shareholders of Strathmore shall be entitled to receive certificates representing EFI Payment Shares on the basis set forth in Section 3.2(e) by complying with the requirements set forth in Section 5.5.

    Entitlement to Options and Warrants of EFI

    Section 5.2 After the Effective Date and subject to Section 3.2, the holders of outstanding Strathmore Options and Strathmore Warrants shall be entitled to receive documentation evidencing EFI Replacement Options and EFI Replacement Warrants on the terms described in Section 3.2(e)(ix) and (xii), respectively.


    - 10 -

    Letters of Transmittal

    Section 5.3 Promptly after the Effective Date, EFI shall forward (or cause to be forwarded), in accordance with the terms of this Arrangement, a letter of transmittal (the “ Share Letter of Transmittal ”) to each Holder of Strathmore Shares to which Section 3.2(e) applies, at the address of each shareholder as it appeared in the register of Strathmore, with instructions for obtaining delivery of certificates representing EFI Payment Shares.

    Promptly after the Effective Date, EFI shall forward (or cause to be forwarded) a letter of transmittal (the “ Warrant Letter of Transmittal ”) to each holder of Strathmore Warrants to which Section 3.2(e) applies, at the address of each such holder as it appears in Strathmore’s records, with instructions for obtaining delivery of certificates representing EFI Replacement Warrants. Certificates representing EFI Replacement Warrants shall be registered in the name or names and will be delivered by letter mail postage pre-paid or in the case of postal disruption, by such other means as EFI deems prudent, to such address or addresses as such warrantholder may direct in the Warrant Letter of Transmittal as soon as practical after the receipt by EFI of the documents required.

    Section 5.4 EFI shall forward (or cause to be forwarded) to each holder of Strathmore Options, at the address provided by Strathmore to EFI, agreements representing the EFI Replacement Options to which such holder is entitled promptly after the Effective Date.

    Procedure for Exchange of Certificates

    Section 5.5 A former shareholder of Strathmore must deliver, within six (6) years of the Effective Date, the following documents in order to receive certificate(s) for EFI Payment Shares issued to such shareholder under this Plan of Arrangement:

    (a) the certificate representing such shareholder’s Strathmore Shares to the Depositary or as the Depositary may otherwise direct in accordance with instructions contained in the Share Letter of Transmittal;

    (b) the duly completed Share Letter of Transmittal; and

    (c) such other documents as the Depositary may reasonably require.

    Certificates shall be registered in the name or names and will be delivered by letter mail postage pre-paid or in the case of postal disruption, by such other means as the Depositary deems prudent, to such address or addresses as such shareholder may direct in the Share Letter of Transmittal as soon as practical after the receipt by the Depositary of the documents required under this Section 5.5.

    Termination of Rights

    Section 5.6 Any certificates formerly representing Strathmore Shares that are not deposited with all other documents as provided in Section 5.5 on or before the sixth anniversary of the Effective Date shall cease to represent any right or claim of any kind or nature and the right of the former shareholder of such Strathmore Shares to receive certificates representing EFI Payment Shares and the EFI Payment Shares issued to such former Strathmore shareholder shall be deemed to be surrendered to EFI together with all dividends or distributions thereon held for such shareholder.


    - 11 -

    Distribution

    Section 5.7 All dividends paid or distributions made in respect of the EFI Payment Shares for which a certificate formerly representing Strathmore Shares has not been deposited with all other documents as provided in Section 5.5 hereof, shall be paid and delivered to the Depositary to be held subject to Section 5.07 in trust for such shareholder, for delivery to the shareholder net of all withholding and other Taxes, upon delivery of the certificate in accordance with Section 5.5.

    Withholding Rights

    Section 5.8 The Merged Company, EFI, Subco, Strathmore and the Depositary shall be entitled to deduct and withhold from the consideration payable to any shareholder under this Arrangement such amounts as the Merged Company, EFI, Subco, or Strathmore or the Depositary is required, entitled or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, as amended (the “ Code ”) or any provision of any applicable federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

    United States Tax Matters

    Section 5.9 The merger of Subco and Strathmore as set for in this Plan of Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code and the Agreement and Plan of Arrangement is intended to be a plan of reorganization for purposes of the Code and applicable U.S. Treasury Regulations thereunder. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the Code, each party agrees to treat the transactions contemplated by the Agreement and this Plan of Arrangement as a reorganization in accordance with the provisions of Section 368(a) of the Code for United States federal income tax purposes and agrees to treat the Agreement and Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code, unless otherwise required by applicable law. Except as otherwise provided in this Agreement or the Plan of Arrangement, each party hereto agrees to act in a manner that is consistent with the parties’ intention that the said merger of Subco and Strathmore is treated as a reorganization within the meaning of Section 368(a) of the Code, and none of the parties will take any action that would cause the merger not to qualify as a reorganization in accordance with Section 368(a) of the Code. Notwithstanding the foregoing, none of EFI, Subco or Strathmore makes any representation or warranty to any other party or to any shareholder, holder of EFI Payment Shares or other holder of securities of Strathmore or EFI (including, without limitation, stock options, warrants or other similar rights) regarding the United States tax treatment of such transactions, including but not limited to whether such transactions will qualify as a tax deferred plan of reorganization for purposes of United States federal, state or local income tax. Strathmore, EFI and Subco acknowledge that EFI, Subco, Strathmore and the shareholders are relying solely on their own tax advisors in connection with the Agreement and this Plan of Arrangement and related transactions and agreements.

    Lost Certificates

    Section 5.10 In the event that any certificate which immediately prior to the Effective Time represented one or more outstanding Strathmore Shares which were exchanged for EFI Payment Shares in accordance with this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate representing the EFI Payment Shares which such holder is entitled to receive in accordance with Section 3.2 hereof. When authorizing such delivery of a certificate representing the EFI Payment Shares which such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom a certificate representing such EFI Payment Shares is to be delivered shall, as a condition precedent to the delivery of such EFI Payment Shares, give a bond satisfactory to EFI and the Depositary in such amount as EFI and the Depositary may direct, or otherwise indemnify EFI and the Depositary in a manner satisfactory to EFI and the Depositary, against any claim that may be made against EFI and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of EFI.


    - 12 -

    ARTICLE 6 - AMENDMENT

    Plan of Arrangement Amendment

    Section 6.1 EFI and Strathmore reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that any such amendment, modification or supplement must be contained in a written document which is filed with the Court and, if made following the Strathmore Meeting, approved by the Court and communicated to the shareholders of Strathmore in the manner required by the Court (if applicable).

    Section 6.2 Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by EFI and Strathmore may be made at any time prior to or at the Strathmore Meeting with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Strathmore Meeting shall become part of this Plan of Arrangement for all purposes.

    Section 6.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Strathmore Meeting shall be effective only if it consented to by each of EFI and Strathmore.

    ARTICLE 7 - FURTHER ASSURANCES

    Further Assurances

    Section 7.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to document or evidence any of the transactions or events set out herein.


    - 13 -

    [Articles of the Merged Company]


    Schedule “B”
    EFI Share Capitalization

    Energy Fuels Inc.

    Share Capital Structure as of June 11, 2013

          Issue Date Expiry Date   # of shares Exercise Price
    ISSUED AND OUTSTANDING     706,151,358  
    OPTIONS – Directors, officers, employees, etc. 3 Feb 2009 4 Feb 2014 600,000 $0.35
      17 July 2009 17 Jul 2014 450,000 $0.35
      22 Oct 2009 22 Oct 2014 150,000 $0.35
      21 Jun 2010 21 Jun 2015 12,500 $0.155
      13 Jul 2010 13 Jul 2015 895,000 $0.20
      21 Jul 2010 21 Jul 2015 12,500 $0.17
      5 Aug 2010 5 Aug 2015 900,000 $0.30
      18 Oct 2010 18 Oct 2015 75,000 $0.62
      10 Nov 2010 10 Nov 2015 50,000 $0.71
      13 Apr 2011 13 Apr 2016 1,660,000 $0.51
      7 Mar 2012 7 March 2017 6,471,000 $0.31
      13 Aug 2012 13 Aug 2017 2,688,000 $0.23
      13 Aug 2012 1 Sep 2017 600,000 $0.23
      13 Aug 2012 17 Sep 2017 100,000 $0.23
      27 Aug 2012 27 Aug 2017 3,325,000 $0.23
      27 Aug 2012 27 Aug 2017 10,000,000 $0.23
      27 Aug 2012 27 Aug 2017 500,000 $0.23
      27 Aug 2012 1 Sep 2017 625,000 $0.23
      25 Jan 2013 25 Jan 2016 50,000 $0.18
      9 May 2013 10 May 2018 300,000 $0.14
    Agreement to Grant Options* TBD TBD 1,000,000 TBD
    Total Number of Options     30,464,000  
             
    WARRANTS 31 Mar 2011 31 Mar 2015 11,500,000 $0.65
      3 Aug 2011 3 Aug 2013 340,000 $0.31
      21 Jun 2012 22 Jun 2015 17,750,250 $0.27
    Total Number of Warrants     29,590,250  
             
    Common Shares Issuable upon conversion of Convertible Debentures 24 July 2012 30 June 2017 73,333,334 $0.30
    FULLY DILUTED NUMBER OF SHARES   839,538,942  
    * Up to 1,000,000 options to be issued at market price on the date of issue to be granted upon satisfactory completion of certain events per an advisory agreement dated October 2012.
    In addition to the foregoing, a completion fee of $600,000 is payable to EFI’s financial advisors upon completion of the Arrangement in common shares of EFI at a price equal to the 5 day VWAP of the Company’s common share as of the date of completion of the Arrangement, per an agreement dated March 13, 2013.


    Schedule “C”
    Strathmore Share Capitalization

    Strathmore Minerals Corp.
    Share Capital Structure as of June 11, 2013

                                                                    Issue Date       Expiry Date # of shares Exercise Price
    ISSUED AND OUTSTANDING 124,673,285
             
    OPTIONS-Directors, officers, employees etc.*
                                                            26-Sep-2008 26-Sep-2013 150,000 $0.60
                                                  10-Nov-2008 10-Nov-2013 3,875,000 $0.41
                                                    01-Feb-2011 01-Feb-2014 100,000 $1.30
                                                17-Feb-2010 17-Feb-2015 1,485,000 $0.65
                                                        17-Feb-2012 17-Feb-2015 400,000 $0.55
                                                      29-Nov-2010 29-Nov-2015 190,000 $1.30
                                              23-Dec-2010 23-Dec-2015 1,280,000 $1.17
                                                        22-Feb-2012 22-Feb-2022 1,050,000 $0.56
                                                    6-Oct-2012 26-Oct-2022 1,600,000 $0.215
             
             
    Total Number of Options     10,130,000  
             
    RESTRICTED SHARE UNITS** 2,143,668
             
             
             
    FULLY DILUTED NUMBER OF SHARES     136,946,953  
    *Vesting removed upon change in control.
    ** Restricted Share Units will convert to Strathmore common shares and become fully vested and issued upon change in control.


    Schedule D

    Roca Honda Project

    (Specific mining claim, surface rights and mining lease information redacted)


    Schedule E

    Copper King Project

    (Specific mining lease information redacted)


    Schedule F

    Gas Hills Project

    Gas Hills Properties includes all lode mining claims listed below and the following leases:

    (Specific mining claim, surface rights and mining lease information redacted)



    Exhibit 99.96

    Energy Fuels and Strathmore Minerals
    Execute Definitive Arrangement Agreement and
    Announce Joint Conference Call

    June 11, 2013

    Toronto, Ontario – Energy Fuels Inc. (“Energy Fuels”) (TSX:EFR) and Strathmore Minerals Corp. (“Strathmore”) (TSX:STM; OTCQX:STHJF) are pleased to announce that the companies have entered into a definitive arrangement agreement (the “Arrangement Agreement”) with respect to the transaction previously announced on May 24, 2013 (the "Transaction"). A link to that announcement is provided below:

    http://www.marketwire.com/press-release/energy-fuels-signs-letter-intent-acquire-strathmore-minerals- creating -one-largest-uranium-tsx-efr-1794648.htm

    Pursuant to the Transaction, Energy Fuels will acquire by way of a plan of arrangement in accordance with the Business Corporations Act (British Columbia), all of the issued and outstanding common shares of Strathmore. Strathmore shareholders will receive 1.47 common shares of Energy Fuels for each common share of Strathmore held (the “Exchange Ratio”), resulting in the shareholders of Strathmore owning approximately 21% of the issued and outstanding shares of Energy Fuels upon completion of the Transaction based on Energy Fuels’ current common shares outstanding.

    The Arrangement Agreement contains customary deal support provisions, including a reciprocal expense reimbursement fee of $650,000 payable to the other party if either party does not obtain shareholder approval of the Transaction, as well as a reciprocal break fee of $1,300,000 payable if the Transaction is not completed in certain other circumstances. In addition, the Arrangement Agreement includes customary non-solicitation covenants by Strathmore, as well as the right for Energy Fuels to match any superior proposal that may arise.

    The completion of the Transaction is subject to satisfaction of certain customary conditions, including but not limited to, Energy Fuels and Strathmore shareholder approval, court and regulatory approvals including acceptance by the Toronto Stock Exchange. The shareholders of Energy Fuels and Strathmore will each be asked to approve the Transaction at respective special shareholder meetings to be held in August 2013.

    Haywood Securities Inc., joint financial advisor along with Dundee Securities Ltd. to Energy Fuels and its board of directors, has provided an opinion to the effect that, as of the date hereof and subject to the assumptions, limitations and qualifications set out therein, the Exchange Ratio offered by Energy Fuels to shareholders of Strathmore pursuant to the Transaction is fair, from a financial point of view, to Energy Fuels.

    Raymond James Ltd., financial advisor to Strathmore and its board of directors, has provided an opinion to the effect that, as of the date hereof and subject to the assumptions, limitations and qualifications set out therein, the Exchange Ratio offered by Energy Fuels to shareholders of Strathmore pursuant to the Transaction is fair, from a financial point of view, to Strathmore shareholders.


    Joint Conference Call Thursday, June 20, 2013 at 4:30pm ET

    Energy Fuels and Strathmore will host a joint conference call on Thursday, June 20, 2013 at 4:30pm ET to discuss the Transaction and its related benefits to both Energy Fuels and Strathmore shareholders. Details for the conference call are forthcoming, and will be posted to the Energy Fuels and Strathmore websites ( www.energyfuels.com and www.strathmoreminerals.com ), when available. An investor presentation that will be discussed on the conference call will also be available on both websites, approximately 1 hour prior to the commencement of the live conference call, in addition to a live audio webcast.

    A replay of the conference call and archived version of the webcast will be made available until June 28 2013. Investors will be able to listen to the replay and access the webcast, which will be archived at both websites.

    About Energy Fuels Inc.

    Energy Fuels Inc. is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .

    About Strathmore Minerals Corp.

    Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, the company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico.

    Additional information about Strathmore Minerals Corp. is available by visiting Strathmore's website at www.strathmoreminerals.com or under its profile on SEDAR at www.sedar.com .

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Strathmore, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels' and Strathmore's future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels' and Strathmore's ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels' and Strathmore's most recent annual information forms and annual and quarterly financial reports.


    Energy Fuels and Strathmore assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels' and Strathmore's respective filings with the various provincial securities commissions which are available online at www.sedar.com . Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Strathmore relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    Contact Information:

    Energy Fuels Inc.
    Curtis Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com

    Strathmore Minerals Corp.
    Craig Christy
    Investor Relations
    Toll free: 1-800-647-3303
    info@strathmoreminerals.com
    www.strathmoreminerals.com



    Exhibit 99.97

    Energy Fuels Completes Upsized C$6.6 Million Bought Deal Private Placement

    Toronto, Ontario June 13, 2013

    Energy Fuels Inc. (TSX:EFR) ( the “Company”) is pleased to announce the closing of its previously announced bought deal private placement (the “Offering”) of units of the Company (the “Units”) pursuant to an underwriting agreement with Dundee Securities Ltd. (as sole bookrunner), Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation. A total of 47,380,791 Units were issued at a price of C$0.14 per Unit for aggregate gross proceeds of C$6,633,310. Following strong investor interest, the Offering was increased from the previously announced maximum size of C$5,750,115. Each Unit consists of one common share of the Company (“Common Share”) and one-half of one common share purchase warrant (“Warrant”). Each whole Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.19 at any time until June 15, 2015. The Common Shares and Warrants are subject to a four month statutory hold period that will expire October 14, 2013. The Warrants will not be listed for trading.

    The net proceeds of the Offering will be used for future exploration and development expenditures, future potential mineral property acquisitions, and for general corporate purposes.

    About the Company

    The Company is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The Company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. The Company has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about the Company is available by visiting the Company’s website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com.

    For further information, please contact:

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    investorinfo@energyfuels.com



    Exhibit 99.98

    EXECUTION COPY

    ENERGY FUELS INC.

    and

    CIBC MELLON TRUST COMPANY

     

    WARRANT INDENTURE

     

    Providing for the Issue of
    Common Share Purchase Warrants


     

    Dated as of June 13, 2013


    TABLE OF CONTENTS

    ARTICLE 1 INTERPRETATION 2
           1.1 Definitions 2
           1.2 Number and Gender 6
           1.3 Interpretation Not Affected by Headings, Etc. 6
           1.4 Day Not a Business Day 6
           1.5 Governing Law 6
           1.6 Attornment 6
           1.7 Currency 7
           1.8 Meaning of “Outstanding” 7
           1.9 Severability 7
           1.10 Accounting Principles 7
           1.11 Statutory References 7
         
    ARTICLE 2 ISSUE OF WARRANTS 7
           2.1 Issue of Warrants 7
           2.2 Form and Terms of Warrants 8
           2.3 Issue of Global Certificates 9
           2.4 Issue in Substitution for Lost Warrant Certificates 12
           2.5 Warrantholder Not a Shareholder 13
           2.6 Warrants to Rank Pari Passu 13
           2.7 Signing of Warrant Certificates 13
           2.8 Certification by the Warrant Agent 13
           2.9 Copy of Indenture 14
         
    ARTICLE 3 EXCHANGE AND OWNERSHIP OF WARRANTS; NOTICES 14
           3.1 Exchange of Warrant Certificates 14
           3.2 Transfer of Warrants 14
           3.3 Registration of Warrants 15
           3.4 Recognition of Registered Holder 15
           3.5 Evidence of Ownership 16
           3.6 Notices 16
           3.7 Prohibition on Transfer to U.S. Persons 17
         
    ARTICLE 4 EXERCISE OF WARRANTS 19
           4.1 Method of Exercise of Warrants 19
           4.2 Effect of Exercise of Warrants 20
           4.3 Subscription for Less than Entitlement 21
           4.4 No Fractional Common Shares 21
           4.5 Expiration of Warrant Certificates 22
           4.6 Cancellation of Surrendered Warrants 22
           4.7 Accounting and Recording 22
           4.8 Prohibition on Exercise by U.S. Persons 22
         
    ARTICLE 5 ADJUSTMENT OF SUBSCRIPTION RIGHTS AND EXERCISE PRICE 24
           5.1 Definitions 24

    i



           5.2 Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise 24
           5.3 Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise 28
           5.4 Postponement of Subscription 30
           5.5 Notice of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise 31
         
    ARTICLE 6 PURCHASES BY THE CORPORATION 32
           6.1 Optional Purchases by the Corporation 32
         
    ARTICLE 7 COVENANTS OF THE CORPORATION 32
           7.1 Covenants of the Corporation 32
           7.2 Warrant Agent’s Remuneration and Expenses 33
           7.3 Performance of Covenants by Warrant Agent 33
         
    ARTICLE 8 ENFORCEMENT 34
           8.1 Suits by Warrantholders 34
           8.2 Immunity of Shareholders, Etc. 35
           8.3 Limitation of Liability 36
         
    ARTICLE 9 MEETINGS OF WARRANTHOLDERS 36
           9.1 Right to Convene Meetings 36
           9.2 Notice 36
           9.3 Chairman 36
           9.4 Quorum 37
           9.5 Power to Adjourn 37
           9.6 Show of Hands 37
           9.7 Poll and Voting 37
           9.8 Regulations 38
           9.9 Corporation, Warrant Agent and Warrantholders May Be Represented 39
           9.10 Powers Exercisable by Extraordinary Resolution 39
           9.11 Meaning of Extraordinary Resolution 40
           9.12 Powers Cumulative 41
           9.13 Minutes 41
           9.14 Instruments In Writing 41
           9.15 Binding Effect of Resolutions 41
           9.16 Holdings by Corporation Disregarded 41
         
    ARTICLE 10 SUPPLEMENTAL INDENTURES 42
           10.1 Provision for Supplemental Indentures for Certain Purposes 42
           10.2 Successor Corporations 43
         
    ARTICLE 11 CONCERNING THE WARRANT AGENT 43
           11.1 Rights and Duties of Warrant Agent 43
           11.2 Evidence, Experts and Advisers 44
           11.3 Monies Held by Warrant Agent 45

    ii



           11.4 Action by Warrant Agent to Protect Interest 45
           11.5 Warrant Agent Not Required to Give Security 45
           11.6 Protection of Warrant Agent 45
           11.7 Replacement of Warrant Agent; Successor by Merger 46
           11.8 Conflict of Interest 47
           11.9 Warrant Agent Not to be Appointed Receiver 47
           11.10 Payments by Warrant Agent 48
           11.11 Unclaimed Interest or Distribution - Retention of Benefits by Warrant Agent 48
           11.12 Deposit of Securities 48
           11.13 Act, Error, Omission Etc 48
           11.14 Indemnification 48
           11.15 Notice 49
           11.16 Reliance by the Warrant Agent 49
           11.17 Anti-Money Laundering and Anti-Terrorist Legislation 49
           11.18 Privacy Laws 49
           11.19 Third Party Interests 50
           11.20 Authority to Carry on Business 50
         
    ARTICLE 12 ACCEPTANCE OF TRUSTS BY WARRANT AGENT 50
           12.1 Acceptance 50
         
    ARTICLE 13 GENERAL 50
           13.1 Notice to the Corporation and the Warrant Agent 50
           13.2 Time of the Essence 51
           13.3 Counterparts and Formal Date 51
           13.4 Satisfaction and Discharge of Indenture 52
           13.5 Provisions of Indenture and Warrant Certificates for the Sole Benefit of Parties and  
      Warrantholders 52
           13.6 Force Majeure 52
           13.7 Common Shares or Warrants Owned by the Corporation or its Subsidiaries -  
      Certificates to be Provided 52
         
    SCHEDULE “A” FORM OF WARRANT CERTIFICATE A-1
         
    SCHEDULE “B” SUBSCRIPTION FORM B-1
         
    SCHEDULE “C” TRANSFER FORM C-1

    iii


    THIS WARRANT INDENTURE made as of June 13, 2013

    BETWEEN:

    ENERGY FUELS INC. , a corporation existing under the laws of Ontario and having its registered office in the City of Toronto, in the Province of Ontario

    (hereinafter called the “ Corporation ”)

    - and -

    CIBC MELLON TRUST COMPANY , a trust company continued under the laws of Canada and registered to carry on business in the Province of Ontario

    (hereinafter called the “ Warrant Agent ”)

    WHEREAS the Corporation proposes to issue up to 23,690,396 common share purchase warrants (“ Warrants ”) each whole Warrant entitling the registered holder thereof to purchase one Common Share (as defined herein) (subject to adjustment as herein provided) at the price and upon the terms and conditions herein set forth;

    AND WHEREAS for such purpose the Corporation deems it necessary to create and issue Warrants constituted and issued in the manner hereinafter appearing;

    AND WHEREAS for such purpose, the Corporation is duly authorized to create and issue the Warrants constituted and issued in the manner hereinafter provided;

    AND WHEREAS all things necessary have been done and performed to make the Warrants (and if issued, the Warrant Certificates when certified by the Warrant Agent and issued as provided for in this Indenture) legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture;

    AND WHEREAS the Warrant Agent has agreed to enter into this Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who from time to time become holders of Warrants issued pursuant to this Indenture;

    AND WHEREAS the foregoing statements of fact and recitals are made by the Corporation and not the Warrant Agent.

    NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed and declared as follows:


    ARTICLE 1
    INTERPRETATION

    1.1

    Definitions

    In this Indenture, unless there is something in the subject matter or context inconsistent therewith, the terms defined in this Section or elsewhere herein shall have the respective meanings specified in this Section or elsewhere herein:

    (a)

    1933 Act ” means the United States Securities Act of 1933, as amended;

       
    (b)

    Affiliate ” has the meaning ascribed thereto in the OBCA;

       
    (c)

    Beneficial Owner ” means, in respect of a Warrant, a person who owns the beneficial interest in the Warrant;

       
    (d)

    BEO System ” means the book-based securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time;

       
    (e)

    Book-Based System ” means the book-entry registration system maintained by the Depository;

       
    (f)

    Business Day ” means a day which is not Saturday or Sunday or a statutory holiday in the City of Toronto or a day on which the office of the Warrant Agent in the City of Toronto is closed;

       
    (g)

    Capital Reorganization ” has the meaning attributed thereto in subsection 5.2(d);

       
    (h)

    CDS ” means CDS Clearing and Depository Services Inc. and its successors in interest;

       
    (i)

    CDS Participants ” means a person recognized by the Depository as a participant in the securities registration and transfer system administered by the Depository or an institution that participates, directly or indirectly, in the Depository’s book-entry registration system with respect to the Warrants;

       
    (j)

    Common Shares ” means the common shares in the capital of the Corporation as such shares exist at the close of business on the date hereof and, in the event that there shall occur a change in respect of or affecting the Common Shares referred to in Article 5 (whether or not such change shall result in an adjustment in the Exercise Price), the term “ Common Shares ” shall include the shares, other securities or other property which a Warrantholder is entitled to purchase resulting from such change and “ Common Share ” means one of the Common Shares;

       
    (k)

    Common Share Reorganization ” has the meaning attributed thereto in subsection 5.2(a);

       
    (l)

    Corporation ” means Energy Fuels Inc., a corporation incorporated under the OBCA, and its lawful successors from time to time;

    2



    (m)

    Corporation’s Auditors ” means KPMG LLP, the firm of chartered accountants duly appointed as auditors of the Corporation or such other firm as may be duly appointed as auditors of the Corporation from time to time;

       
    (n)

    Court ” has the meaning attributed thereto in subsection 11.7(a);

       
    (o)

    Current Market Price ” of a Common Share at any date means the price per share equal to the volume weighted average price at which the Common Shares have traded: (i) on the TSX; (ii) if the Common Shares are not traded on the TSX, on any other recognized exchange or market; or (iii) if the Common Shares are not traded on any such recognized exchange or market, on the over-the-counter market, during the twenty (20) consecutive Trading Days immediately prior to such date as reported by such market or exchange in which the Common Shares are then trading or quoted. The volume weighted average price per Common Share shall be determined by dividing the aggregate sale price of all such shares sold on the aforementioned over-the-counter market, recognized exchange or market, as the case may be, during the aforementioned twenty (20) consecutive Trading Days by the total number of such shares so sold. If the Common Shares are not then traded in the over-the-counter market or on a recognized exchange or market, the Current Market Price of the Common Shares shall be the fair market value of the Common Shares as determined in good faith by the board of directors of the Corporation after consultation with a nationally or internationally recognized investment dealer or investment banker;

       
    (p)

    Date of Issue ” for a particular Warrant means the date on which the Warrant is actually issued by the Corporation;

       
    (q)

    Depository ” means CDS or its successor, or any other depository offering a book based securities registration and transfer system similar to that administered by CDS which the Corporation, acting reasonably, may designate;

       
    (r)

    director ” means a director of the Corporation for the time being, and, unless otherwise specified herein, reference to action “by the directors” means action by the directors of the Corporation as a board, or whenever duly empowered, action by any committee of such board;

       
    (s)

    Dividends Paid in the Ordinary Course ” means dividends paid in any financial year of the Corporation, whether in (i) cash, (ii) shares of the Corporation, (iii) warrants or similar rights to purchase any shares of the Corporation or property or other assets of the Corporation at a purchase or exercise price of at least 110% of the fair market value of the shares or property or other assets purchasable as of the date of distribution of such warrants or similar rights, or (iv) property or other assets of the Corporation, as the case may be, as determined by action by the directors except that, in the case of warrants or similar rights to purchase Common Shares or securities convertible into or exchangeable for Common Shares such fair market value of the warrants or similar rights shall be equal to the number of Common Shares which may be purchased thereby (or the number of Common Shares issuable upon conversion or exchange) as of the date of distribution of such warrants or similar rights, multiplied by the Current Market Price of the Common Shares on the date of such distribution, provided that the value of such dividends does not in such financial year in the aggregate exceed the greater of

    3



      (a)

    200% of the aggregate amount of dividends paid by the Corporation on the Common Shares in the 12 month period ending immediately prior to the first day of such financial year, and

         
      (b)

    100% of the consolidated net earnings from continuing operations of the Corporation, before any extraordinary items, for the 12-month period ending immediately prior to the first day of such financial year (such consolidated net earnings from continuing operations to be computed in accordance with IFRS);


    (t)

    Exchange ” means the TSX and if the Common Shares are not listed on the TSX, any other stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading;

       
    (u)

    Exercise Date ” with respect to any Warrant means the date on which the Warrant Certificate representing such Warrant is surrendered for exercise in accordance with the provisions of Article 4;

       
    (v)

    Exercise Period ” means the period commencing on the time of issue on the Date of Issue and ending at the Time of Expiry;

       
    (w)

    Exercise Price ” means the price of $0.19 to exercise a Warrant to acquire a Common Share, unless such price shall have been adjusted in accordance with the provisions of Article 5, in which case it shall mean the adjusted price in effect at such time;

       
    (x)

    Extraordinary Resolution ” has the meaning attributed thereto in subsection 9.11(a);

       
    (y)

    Global Certificate ” means a Warrant Certificate that is issued to and registered in the name of CDS or its nominee;

       
    (z)

    IFRS ” means International Financial Reporting Standards.

       
    (aa)

    OBCA ” means the Business Corporations Act (Ontario), as amended or replaced from time to time;

       
    (bb)

    Parties ” means, collectively, the Corporation and the Warrant Agent, and “ Party ” means one of the Parties as the context under this Indenture may require;

       
    (cc)

    Person ” means an individual, corporation, partnership, trust or any unincorporated organization;

       
    (dd)

    Registered Certificate ” means a Warrant Certificate that is registered in the name of a Warrantholder, other than a Global Certificate;

       
    (ee)

    Rights Offering ” has the meaning attributed thereto in subsection 5.2(b);

    4



    (ff)

    Rights Period ” has the meaning attributed thereto in subsection 5.2(b);

       
    (gg)

    Shareholder ” means a holder of record of one or more Common Shares;

       
    (hh)

    Special Distribution ” has the meaning attributed thereto in subsection 5.2(c);

       
    (ii)

    Subscription Form ” means the Subscription Form forming part of the Warrant Certificate to be completed by the Warrantholder in order to exercise the Warrants;

       
    (jj)

    Subsidiary ” has the meaning ascribed thereto in the OBCA;

       
    (kk)

    this Warrant Indenture ”, “ this Indenture ”, “ this indenture ”, “ herein ”, “ hereby ”, and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental or ancillary hereto; and the expressions “Article”, “Section”, and “subsection” followed by a number mean and refer to the specified Article, Section or subsection of this Indenture;

       
    (ll)

    Time of Expiry ” means 5:00 p.m. (Toronto time) on June 15, 2015;

       
    (mm)

    Transfer Form ” means the Transfer Form forming part of the Warrant Certificate to be completed by the Warrantholder in order to transfer the Warrants;

       
    (nn)

    Trading Day ” with respect to any stock exchange or over-the-counter market means a day in which shares may be traded through the facilities of such stock exchange or over- the-counter market;

       
    (oo)

    TSX ” means the Toronto Stock Exchange;

       
    (pp)

    United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

       
    (qq)

    U.S. Person ” means a U.S. person as defined in Regulation S adopted by the United States Securities and Exchange Commission under the 1933 Act;

       
    (rr)

    Warrant ” means one purchase warrant of the Corporation as constituted hereunder;

       
    (ss)

    Warrant Agent ” means CIBC Mellon Trust Company, or its successors hereunder;

       
    (tt)

    Warrant Certificate ” means the certificate evidencing the Warrants in the form of the certificate set forth in Schedule “A” attached to this Indenture;

       
    (uu)

    Warrant Register ” means the register maintained by the Warrant Agent for the Warrants;

       
    (vv)

    Warrantholders ” or “ holders ” without reference to Common Shares means the Persons who are registered holders of Warrants;

       
    (ww)

    Warrantholders’ Request ” means an instrument signed in one or more counterparts by Warrantholders holding in the aggregate not less than 10% of all then outstanding Warrants, requesting the Warrant Agent to take some action or proceeding specified therein; and

    5



    (xx)

    written order of the Corporation ”, “ written request of the Corporation ”, and “ certificate of the Corporation ” and any other document required to be signed by the Corporation mean, respectively, a written order, request and certificate or other document signed in the name of the Corporation by any one of the President, Chief Executive Officer, Chief Financial Officer, a Vice-President, the Treasurer or the Secretary of the Corporation, and may consist of one or more instruments so executed.


    1.2

    Number and Gender

    Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

    1.3

    Interpretation Not Affected by Headings, Etc.

    The division of this Indenture into Articles, Sections and subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or the Warrant Certificates.

    1.4

    Day Not a Business Day

    In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

    1.5

    Governing Law

    This Indenture and the Warrant Certificates shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

    1.6

    Attornment

    The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Indenture or the matters contemplated hereby (and agree to not commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Indenture shall be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Indenture or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree to not plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

    6



    1.7

    Currency

    Except as otherwise specified herein, all dollar amounts herein are expressed in lawful money of Canada.

    1.8

    Meaning of “Outstanding”

    Every Warrant represented by a Warrant Certificate countersigned and delivered by the Warrant Agent or issued in uncertificated form hereunder shall be deemed to be outstanding until it shall be cancelled or exercised pursuant to Article 4, provided that where a new Warrant Certificate has been issued pursuant to Section 2.4 hereof to replace one which has been mutilated, lost, destroyed or stolen, the Warrants represented by only one of such Warrant Certificate shall be counted for the purpose of determining the aggregate number of Warrants outstanding.

    1.9

    Severability

    In the event that any provision hereof shall be determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remainder of such provision and any other provision hereof shall not be affected or impaired thereby.

    1.10

    Accounting Principles

    Wherever in this Indenture reference is made to a calculation to be made or an action to be taken in accordance with accounting principles and standards, such references will be deemed to be to the International Financial Reporting Standards in effect and generally accepted in Canada, applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

    1.11

    Statutory References

    In this Indenture, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statue as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulation made thereunder.

    ARTICLE 2
    ISSUE OF WARRANTS

    2.1

    Issue of Warrants

    Up to 23,690,396 Warrants are hereby created and authorized to be issued and where Warrants are in certificated form, any such Warrant Certificates issued shall be executed by the Corporation, certified by or on behalf of the Warrant Agent upon the written order of the Corporation and delivered in accordance with this Article.

    7



    2.2

    Form and Terms of Warrants

         
    (a)

    Subject to subsection 2.2(b), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase at its option, one Common Share at any time during the Exercise Period at a price equal to the Exercise Price in effect on the Exercise Date.

         
    (b)

    The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Article 5.

         
    (c)

    Subject to the provisions of this section 2.2 hereof, Warrants may be issued in both certificated and uncertificated form.

         
    (d)

    Warrants issued in uncertificated form shall be evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 3.3. Warrants issued by way of a non-certificated issue will be registered in the name of and deposited with CDS or its nominee in the BEO System.

         
    (e)

    For the purpose of the administration of the Warrants to be issued hereunder and notwithstanding anything to the contrary contained in this Indenture and the Warrant Certificates, Warrants represented by a Global Certificate will be registered in the name of CDS, or its nominee. Subject to applicable law, Warrants represented by a Global Certificate shall, unless otherwise requested by CDS or the Corporation, be issued in uncertificated form. If Warrants represented by a Global Certificate are represented in certificated form, they shall be represented by a Warrant Certificate substantially in the form of the certificate attached hereto as Schedule “A”, and, if so represented, such certificate shall be delivered to CDS, or its nominee. The Global Certificate will be subject to the applicable procedures of the book-based system and to section 2.3 hereof.

         
    (f)

    Warrant Certificates for Warrants shall be substantially in the form set out in Schedule “A” and shall be dated as of their Date of Issue and shall bear such legends and such distinguishing letters and numbers as set forth in this Indenture and as the Corporation shall, with the approval of the Warrant Agent, prescribe. Subject to subsection 2.2(g), Warrant Certificates shall be issuable in any denomination.

         
    (g)

    No Warrant Certificate evidencing any fraction of a Warrant shall be issued or otherwise provided for, and no Person who purchases or holds a fraction of a Warrant shall be entitled to any cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant.

         
    (h)

    The Warrant Certificates may be engraved, lithographed or printed or partly in one form and partly in another, as the Corporation may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 5.

    8



      (i)

    Each Warrant Certificate, all certificates representing Common Shares issuable upon exercise of such Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legend, if issued on or prior to October 14, 2013:

    UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 14, 2013.

    THE SECURITIES REPRESENTED HEREBY ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

    2.3

    Issue of Global Certificates

           
    (a)

    The Corporation may, at its sole option, specify, by a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of CDS or its nominee, and in such event the Corporation shall execute and the Warrant Agent shall countersign and deliver one or more Global Certificates that shall represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s).

           
    (b)

    The rights of Beneficial Owners holding Warrants through the Book-Based System or the BEO System shall be limited to those established by applicable law and the agreements between CDS and the CDS Participants and the agreements between CDS Participants and Beneficial Owners. Any rights of such Beneficial Owners shall be exercised solely through a CDS Participant in accordance with Article 4 and the rules and procedures established by CDS from time to time.

           
    (c)

    For so long as Warrants are represented by a Global Certificate, if any of the following events occurs:

           
    (i)

    CDS notifies the Corporation that is unwilling or unable to continue as depository of the Warrants represented by a Global Certificate and the Corporation is unable to locate a qualified successor,

           
    (ii)

    the Corporation determines that CDS is no longer willing, able or qualified to discharge properly its responsibilities as depositary of the Warrants represented by a Global Certificate and the Corporation is unable to locate a qualified successor,

    9



      (iii)

    CDS ceases to be a clearing agency or otherwise ceases to be eligible to be a depositary and the Corporation is unable to locate a qualified successor,

         
      (iv)

    the Corporation or CDS is required by applicable laws to take the action contemplated in this subsection 2.3(c); or

         
      (v)

    any of such Warrants is to be certified in accordance with subsection 2.8, to or for the account or benefit of a person in the United States;

    Registered Certificates shall be issued in exchange for the Global Certificate, or the applicable portion thereof, in accordance with section 2.8 but subject to the provisions of this Section 2.3. All such Warrants issued and exchanged pursuant to this subsection 2.3(c) shall be registered in such names and in such denominations as CDS shall instruct the Warrant Agent, provided that the aggregate number of such Warrants shall be equal to the aggregate number of Warrants represented by the Global Certificate so exchanged, and the Global Certificate so exchanged, or the applicable portion thereof, shall be cancelled by the Warrant Agent.

      (d)

    All references herein to actions by, notices given or payments made to Warrantholders shall, where Warrants are held through a Global Certificate, refer to actions taken by, or notices given or payments made to, CDS upon instruction from CDS Participants in accordance with applicable procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Warrantholders evidencing a specified percentage of the aggregate Warrants outstanding, such direction or consent may be given by holders of Warrants acting through CDS and the CDS Participants owning Warrants evidencing the requisite percentage of the Warrants. The rights of Beneficial Owners shall be limited to those established by applicable laws and agreements between CDS and the CDS Participants and between such CDS Participants and Beneficial Owners.

         
      (e)

    Each of the Warrant Agent and the Corporation may deal with CDS for all purposes as the authorized representative of the respective Warrantholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. For so long as Warrants are represented by a Global Certificate, if any notice or other communication is required to be given to Warrantholders, the Warrant Agent will give such notices and communications to CDS or its nominee.

         
      (f)

    Transfers of beneficial ownership in any Warrant represented by a Global Certificate or by way of a non-certificated issue will be effected only (i) with respect to the interest of a CDS Participant, through records maintained by CDS or its nominee for such Global Certificate, and (ii) with respect to the interest of any person other than a CDS Participant, through records maintained by CDS Participants. Beneficial Owners who are not CDS Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so through a CDS Participant. Fully registered Warrant Certificates issued and exchanged pursuant to subsection 2.3(c) hereof as a result of the withdrawal of a number of Warrants from a Global Certificate shall be registered in such names and in such denominations as CDS shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants so withdrawn from a Global Certificate. Upon withdrawal of a Global Certificate for one or more Warrant Certificates in definitive form, the number of Warrants represented by such Global Certificate shall be reduced by the Warrant Agent.

    10



      (g)

    Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for (i) the records maintained by CDS relating to any ownership interests or any other interests in the Warrants or the depository system maintained by CDS, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable depository or its nominee), (ii) for maintaining, supervising or reviewing any records of CDS or any CDS Participant relating to any such interest, or (iii) any advice or representation made or given by CDS or those contained herein that relate to the rules and regulations of CDS or any action to be taken by CDS on its own direction or at the direction of any CDS Participant.

         
      (h)

    Registered Certificates issued and exchanged pursuant to subsection 2.3(c) shall be registered in such names and in such denominations as CDS shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Registered Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Registered Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent.

         
      (i)

    Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:


      (i)

    the electronic records maintained by CDS relating to any ownership interests or any other interests in the Warrants or the Book-Based System or the BEO System, or payments made on account of any interest of any person in Warrants represented by an electronic position in the Book- Based System or the BEO System (other than in respect of CDS or its nominee);

         
      (ii)

    maintaining, supervising or reviewing any records of CDS or any CDS Participant relating to any interest referred to in subsection 2.3(i)(i); or

         
      (iii)

    any advice or representation made or given by CDS or those contained herein that relate to the rules and regulations of CDS or any action to be taken by CDS on its own direction or at the direction of any CDS Participant.

    11



      (j)

    For so long as Warrants are represented by a Global Certificate, the certificates representing such Warrants shall bear the following legend, or such other legend as may be prescribed by CDS from time to time:

    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENERGY FUELS INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION, TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDERS HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANY OTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

    2.4

    Issue in Substitution for Lost Warrant Certificates

         
    (a)

    In case any Warrant Certificate shall be mutilated, lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new certificate of like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated certificate, or in lieu of and in substitution for such lost, destroyed or stolen certificate, and the substituted certificate shall be in a form approved by the Warrant Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrant Certificates issued or to be issued hereunder.

         
    (b)

    The applicant for the issue of a new certificate pursuant to this Section 2.4(b) shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent in their sole discretion, acting reasonably, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent to save each of them harmless, and shall pay the reasonable expenses, charges and any taxes applicable thereto to the Corporation and the Warrant Agent in connection therewith.

    12



    2.5

    Warrantholder Not a Shareholder

    Nothing in this Indenture or in the holding of a Warrant evidenced by a Warrant Certificate or otherwise, shall be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder or as any other shareholder of the Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of the Corporation, or the right to receive dividends or other distributions.

    2.6

    Warrants to Rank Pari Passu

    All Warrants shall rank pari passu , whatever may be the respective Dates of Issue of the same.

    2.7

    Signing of Warrant Certificates

    The Warrant Certificates shall be signed by any one of the President, Chief Executive Officer, Chief Financial Officer, a Vice-President, Secretary, Treasurer or a director of the Corporation. The signatures of such officer or director may be mechanically reproduced in facsimile and Warrant Certificates bearing such facsimile signatures shall be binding upon the Corporation as if they had been manually signed by such officer or director. Notwithstanding that any of the Persons whose manual or facsimile signature appears on any Warrant Certificate as one of such officers or as a director may no longer hold office at the date of certification or delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to Section 2.8, be valid and binding upon the Corporation.

    2.8

    Certification by the Warrant Agent

         
    (a)

    No Warrant Certificate shall be issued or, if issued, shall be valid or entitle the holder to the benefit hereof or thereof until it has been (i) in the case of a physical warrant certificate, certified by manual signature by or on behalf of the Warrant Agent; (ii) or in the case of an uncertificated Warrant Certificate, by completing all its customary internal procedures in connection with the making of any one or more entries to, changes in or deletions of any one or more entries in the register of Warrantholders maintained by the Warrant Agent in accordance with Section 3.3 hereof. and such certification by the Warrant Agent upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant Certificate so certified has been duly issued hereunder and that the holder is entitled to the benefit hereof.

         
    (b)

    The certification of the Warrant Agent on the Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due certification thereof) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor nor for any breach by the Corporation of its covenants herein, except as otherwise specified therein.

    13



    2.9

    Copy of Indenture

    The Corporation shall, on the written request of the Warrantholder and on payment by the Warrantholder of a reasonable copying fee, provide the Warrantholder with a copy of this Indenture.

    ARTICLE 3
    EXCHANGE AND OWNERSHIP OF WARRANTS; NOTICES

    3.1

    Exchange of Warrant Certificates

         
    (a)

    Warrant Certificates entitling Warrantholders to purchase any specified number of Common Shares may, upon compliance with the reasonable requirements of the Warrant Agent, be exchanged for another Warrant Certificate or Warrant Certificates of like tenor entitling the holder thereof to purchase an equal aggregate number of Common Shares.

         
    (b)

    Warrant Certificates may be exchanged only at the office of the Warrant Agent in the City of Toronto, Ontario or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificates tendered for exchange shall be surrendered to the Warrant Agent or its agents and cancelled. The Corporation shall sign all Warrant Certificates necessary to carry out exchanges as aforesaid and such Warrant Certificates shall be certified by or on behalf of the Warrant Agent.

         
    (c)

    Except as otherwise herein provided, the Warrant Agent shall charge the holder requesting an exchange a reasonable sum for each new Warrant Certificate issued in exchange for the Warrant Certificate(s); and payment of such charges and reimbursement of the Warrant Agent or the Corporation for any and all taxes or governmental or other charges required to be paid shall be made by such holder as a condition precedent to such exchange.

         
    3.2

    Transfer of Warrants

         
    (a)

    Subject to any restriction under applicable law or policy of any applicable regulatory body, Warrants and Warrant Certificates and the rights thereunder are transferable by the holder thereof upon due completion and execution of the Transfer Form and compliance with the conditions prescribed hereunder.

         
    (b)

    No transfer of a Warrant shall be valid unless made by the Warrantholder or its executors or administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, upon compliance with such reasonable requirements as the Warrant Agent may prescribe, which may include the provision of a legal opinion to the Warrant Agent to the effect that the securities laws of the applicable jurisdiction(s) have been complied with in relation to the transfer of such Warrants, and unless such transfer shall have been duly entered on the register of transfers and/or noted on the Warrant Certificate. The signature of the registered Warrantholder must be guaranteed by a Canadian chartered bank or by a medallion signature guarantee from a member of a recognized signature medallion guarantee program. The Warrant Agent shall not be charged with notice of or be bound to see to the execution of any trust, whether expressed, implied or constructive, in respect of any Warrant and shall, on the written direction of the registered holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof, enter such transfer on the register of transfers.

    14



    (c)

    The Warrant Agent shall give notice to the Corporation of any transfer before it is made effective by the issuance of the Warrant Certificates. Notice is not required where beneficial holders are withdrawing Warrants from a Global Certificate registered in the name of CDS.

         
    3.3

    Registration of Warrants

         
    (a)

    The Corporation shall, at all times while any Warrants are outstanding, cause the Warrant Agent and its agents to maintain a register in which will be entered the names and latest known addresses of the Warrantholders and particulars of the Warrants held by them, and a register of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of the Warrant Agent in the City of Toronto, Ontario.

         
    (b)

    A Warrantholder may at any time and from time to time have such Warrant transferred at any place at which a register of transfers is kept pursuant to the provisions of this Article 3 in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs of any such transfer registration shall be borne by the Corporation for the ten (10) day period following the date hereof, thereafter the costs of transfer of any Warrants shall be borne by the transferee.

         
    (c)

    The registers referred to in this Section 3.3 shall during normal business hours be open for inspection by the Corporation and by any Warrantholder. The Warrant Agent, for a reasonable fee when requested so to do by the Corporation, shall furnish the Corporation with a list of names and addresses of the Warrantholders showing the certificate numbers of such Warrant Certificates held by each Warrantholder.

         
    3.4

    Recognition of Registered Holder

         
    (a)

    The Corporation and the Warrant Agent may deem and treat the registered holder of any Warrant Certificate as the absolute holder and owner of the Warrants evidenced thereby for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary and, without limiting the foregoing, shall not be bound by notice of any trust or be required to see to the execution thereof. Subject to the provisions of this Indenture and applicable law, the registered holder of any Warrant Certificate shall be entitled to the rights evidenced by such Warrant Certificate free from all equities or rights of setoff or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly and the receipt by any such holder of the Common Shares obtainable pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder, except where the issuer of such Warrants or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

    15



    (b)

    The Person in whose name any Warrant shall be registered shall for all purposes of this Indenture be and be deemed to be the owner thereof and shall be entitled to the rights, privileges and obligations contained in the Warrant Certificate and this Indenture.

         
    3.5

    Evidence of Ownership

         
    (a)

    Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Warrant Agent stating that the Warrants specified therein have been deposited by a named Person with such bank, trust company or other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation and the Warrant Agent may treat the Person so named as the owner, and such certificate as sufficient evidence of the ownership by such Person of such Warrants during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Warrants so deposited.

         
    (b)

    The Corporation and the Warrant Agent may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any Person, the signature, as witness, of any officer of any trust company, bank or depositary satisfactory to the Warrant Agent, the certificate of any notary public or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing acknowledged to him the execution thereof, or a statutory declaration of a witness of such execution.

         
    3.6

    Notices

    Unless herein otherwise expressly provided, any notice to be given hereunder to the Warrantholders shall be deemed to be validly given if such notice is given by personal delivery or first class mail to the attention of the Warrantholder at the registered address of the Warrantholder recorded in the registers maintained by the Warrant Agent, provided that in the case of notice convening a meeting of the Warrantholders, the Warrant Agent may require such publication of such notice, in such city or cities, as it may deem necessary for the reasonable protection of the Warrantholders or to comply with any applicable requirement of law or any stock exchange. Any notice so given shall be deemed to have been given on the date of mailing. In determining under any provision hereof the date when notice of any meeting or other event must be given, the date of giving notice shall be included and the date of the meeting or other event shall be excluded. For greater certainty, all costs in connection with the giving of notices contemplated by this Section 3.6 shall be borne by the Corporation. Accidental errors or omissions in giving notice or accidental failure to mail notice to any holder will not invalidate any action or proceeding founded thereon.

    16



    3.7

    Prohibition on Transfer to U.S. Persons

         
    (a)

    The Warrants have not been and will not be registered in the United States, and the Warrants may not be offered, sold or transferred to, or for the account or benefit of, a U.S. Person or a person within the United States unless registered under the 1933 Act and any applicable state securities laws or unless an exemption from such registration is available.

         
    (b)

    No certificates representing Warrants will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of this Section 3.7 and all applicable securities legislation.

         
    (c)

    All certificates representing Warrants issued in the United States or to or for the account or benefit of a U.S. person will bear the following legends:

    THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, AFTER THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

    17


    THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

    provided that, if the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and if the Corporation is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of sale, these legends may be removed by the transferor providing a declaration to the Warrant Agent in the form set forth in Exhibit 1 or as the Warrant Agent or the Corporation may prescribe from time to time in order to comply with changes in applicable law, and if required by the Warrant Agent, including an opinion of counsel, of recognised standing reasonably satisfactory to the Corporation and the Warrant Agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.

    The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legends set forth above.

    18


    ARTICLE 4
    EXERCISE OF WARRANTS

    4.1

    Method of Exercise of Warrants

           
    (a)

    Subject to Section 4.8, the holder of any Warrant Certificate may exercise the right thereby conferred on him to purchase Common Shares by surrendering to the Warrant Agent during the Exercise Period at its office in Toronto, Ontario or at any other place or places that may be designated by the Corporation with the approval of the Warrant Agent:

           
    (i)

    the Warrant Certificate, with a duly completed and executed Subscription Form; and

           
    (ii)

    a certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of CIBC Mellon Trust Company in an amount equal to the Exercise Price applicable at the time of such surrender in respect of each Common Share subscribed for.

           

    A Warrant Certificate with the duly completed and executed Subscription Form together with the payment aforesaid shall be deemed to be surrendered only upon personal delivery thereof to the Warrant Agent at its office set forth above, or, if sent by mail or overnight courier, upon actual receipt thereof by the Warrant Agent at its principal office in Toronto, Ontario.

           
    (b)

    Any subscription referred to in this Section 4.1 shall be signed by the Warrantholder and shall specify:

           
    (i)

    the number of Common Shares which the holder desires to purchase (being not more than those which he is entitled to purchase pursuant to the Warrant Certificate(s) surrendered);

           
    (ii)

    the Person or Persons in whose name or names the Common Shares are to be issued;

           
    (iii)

    the address or addresses of such Person or Persons;

           
    (iv)

    the number of Common Shares to be issued to each Person if more than one Person is specified, provided that the Warrantholder shall only be entitled to direct its entitlement to the Common Shares in a manner permitted by applicable securities legislation; and

           
    (v)

    a completed transfer form if Common Shares are to be issued to someone other than the Warrantholder.

           
    (c)

    A Beneficial Owner, other than a U.S. Person, who desires to exercise Warrants pursuant to the Book-Based System shall do so in accordance with the procedures established by CDS and the Corporation, from time to time. Such procedures shall initially be that a Beneficial Owner shall cause a CDS Participant to deliver to CDS (at its office in the City of Toronto), on behalf of such Beneficial Owner, notice of such Beneficial Owner’s intention to exercise Warrants and the Exercise Price for the Common Shares being purchased. CDS shall initiate the exercise of Warrants and forward in full the Exercise Price of the Common Shares being purchased electronically through the Book-Based System to the Warrant Agent, following receipt of which the Warrant Agent shall execute the exercise of such Warrants by issuing to CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to such exercise of Warrants through the Book-Based System. Any expense associated with the preparation and delivery of the notice of intention to exercise Warrants and payment therefor shall be for the account of the Beneficial Owner exercising Warrants.

    19



    (d)

    By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS pursuant to Section 4.1(c), a Beneficial Owner shall be deemed to not be a U.S. Person.

         
    (e)

    By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS, a Beneficial Owner shall be deemed to have appointed such CDS Participant to act as such Beneficial Owner’s exclusive settlement agent with respect to the exercise and the receipt of Common Shares in connection with the obligations arising from such exercise.

         
    (f)

    Any notice of intention to exercise Warrants that CDS determines to be incomplete, not in proper form, not duly executed or which is not accompanied by payment in full of the Exercise Price of the Common Shares being purchased shall, for all purposes, be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Corporation to the CDS Participant or the Beneficial Owner. For greater certainty, any exercise of Warrants pursuant to this Section 4.1 must be accompanied by payment in full of the Exercise Price for the Common Shares being purchased and must be received by the Warrant Agent prior to the Time of Expiry.

         
    4.2

    Effect of Exercise of Warrants

         
    (a)

    Upon surrender and payment by the holder of any Warrant Certificate in accordance with Section 4.1, the Common Shares so subscribed for shall be deemed to have been issued and the Person or Persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of record of such Common Shares on the Exercise Date unless the share registers maintained by the transfer agent of the Corporation shall be closed on such date, in which case the Common Shares so subscribed for shall be deemed to have been issued, and such Person or Persons shall be deemed to have become the holder or holders of record of such Common Shares on the date on which such registers were reopened and such Common Shares shall be issued at the Exercise Price in effect on the Exercise Date. To the extent the opening of the registers remains within the control of the Warrant Agent, the Corporation and the Warrant Agent shall cause such registers to be open on Business Days.

    20



      (b)

    Within three (3) Business Days during which the transfer registers of the Corporation shall have been open after the due exercise of a Warrant Certificate for Common Shares as aforesaid, the Warrant Agent shall notify the Corporation of the exercise of any Warrant. Furthermore, the Corporation or its counsel shall notify the Warrant Agent of any trading restrictions on the Common Shares acquired upon such exercise pursuant to applicable securities legislation or policy of any applicable regulatory body and the requirement to endorse any Common Share certificate to such effect. Unless and until advised in writing by the Corporation or its counsel that a specific legend and trading restrictions apply to the Common Shares, the Warrant Agent shall be entitled to assume that no specific legend is required and that there are no trading restrictions on the Common Shares pursuant to applicable Canadian securities laws.

         
      (c)

    Within five (5) Business Days during which the transfer registers of the Corporation shall have been open after the due exercise of a Warrant Certificate for Common Shares as aforesaid, the Corporation shall cause the Warrant Agent to mail to the Person or Persons in whose name or names the Common Shares so subscribed for have been issued, as specified in the subscription endorsed on the Warrant Certificate, at his or their respective addresses specified in such subscription or, if so specified in such subscription, cause to be delivered to such Person or Persons at the office of the Warrant Agent where such Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for.


    4.3

    Subscription for Less than Entitlement

    The holder of any Warrant Certificate may subscribe for and purchase a number of Common Shares less than the number which the holder is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of a purchase of a number of Common Shares less than the number which may be purchased pursuant to a Warrant Certificate, the holder thereof shall be entitled to receive, without charge except as aforesaid, a new Warrant Certificate in respect of the balance of the Common Shares which such holder was entitled to purchase pursuant to the surrendered Warrant Certificate and which was not then purchased.

    4.4

    No Fractional Common Shares

    The Corporation shall not be required, upon exercise of any Warrants, to issue fractional Common Shares or to distribute certificates which evidence fractional Common Shares in satisfaction of its obligations hereunder. If any fractional interest in a Common Share would, except for the provisions of this Section 4.4, be deliverable upon the exercise of a Warrant, the number of Common Shares issued shall be rounded down to the next smaller whole number of Common Shares.

    21



    4.5

    Expiration of Warrant Certificates

    After the expiry of the Exercise Period all rights under any Warrant Certificate in respect of which the right of subscription and purchase of Common Shares herein and therein provided for shall not theretofore have been exercised shall wholly cease and terminate and such Warrant Certificate shall be void and of no effect.

    4.6

    Cancellation of Surrendered Warrants

    All Warrant Certificates surrendered to the Warrant Agent pursuant to Sections 2.4, 3.1, 3.2, 4.1 or 6.1 shall be cancelled by the Warrant Agent and, if required by the Corporation, the Warrant Agent shall, upon receipt of a written request from the Corporation, cause to be furnished to the Corporation a certificate identifying the Warrant Certificates so cancelled and the number of Common Shares which could have been purchased pursuant to each cancelled Warrant Certificate.

    4.7

    Accounting and Recording

         
    (a)

    Within five (5) Business Days, the Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised and forward to the Corporation all monies received on the purchase of Common Shares through the exercise of Warrants. All such monies, and any securities or other instruments from time to time received by the Warrant Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent in trust for, the Corporation.

         
    (b)

    Within five (5) Business Days, the Warrant Agent shall record the particulars of the Warrant Certificates exercised which shall include the name or names and addresses of the Persons who become holders of Common Shares on exercise, the Exercise Date and the Exercise Price thereof.

         
    4.8

    Prohibition on Exercise by U.S. Persons

         
    (a)

    The Warrants have not been and will not be registered in the United States or sold in the United States or for the account of U.S. Persons, and the Warrants may not be exercised in the United States or by or for the account or benefit of a U.S. Person or a Person in the United States unless an exemption is available from the registration requirements of the 1933 Act and applicable state securities laws, and the Corporation may require the holder of the Warrants to furnish an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect, provided that the holder will not be required to deliver an opinion of counsel in connection with its due exercise of the Warrants at a time when the undersigned is an “accredited investor” (as such term is defined under the 1933 Act) (“ Accredited Investor ”) and provides a declaration to the Corporation and the Warrant Agent to that effect.

         
    (b)

    Any holder who exercises a Warrant shall provide to the Corporation either:

    22



      (i)

    a written certification that such holder: (i) at the time of exercise of the Warrant was not in the United States; (ii) is not a U.S. Person and is not exercising the Warrant for the account or benefit of a U.S. Person or a Person in the United States; (iii) did not execute or deliver the exercise form for the Warrant in the United States and was not a U.S. Person when the Warrants were acquired; and (iv) was not a U.S. Person or in the United States at the time the Warrants were offered to such holder; or

         
      (ii)

    a written opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available for the issuance of the Common Shares upon exercise of the Warrants; or

         
      (iii)

    a written certification that (a) the Warrantholder is an original purchaser of the Warrants, (b) the Warrantholder is exercising the Warrants solely for its own account or for the account of another person, each of which was an Accredited Investor on the date the Warrants were acquired and is an Accredited Investor on the date of exercise of the Warrants; and (d) the representation, warranties and covenants set forth in the written purchaser’s letter for the purchase of the Warrants continue to be true and correct.


      (c)

    No certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of this Section 4.8 (and, in the case of subsection 4.8(b)(ii), the Corporation has confirmed in writing to the Warrant Agent that the written opinion of counsel is satisfactory to the Corporation) and all applicable securities legislation.

         
      (d)

    Any Common Shares delivered upon exercise of the Warrants shall bear the following legend restricting transfer:

         
     

    THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, AFTER THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

    23


    ARTICLE 5
    ADJUSTMENT OF SUBSCRIPTION RIGHTS AND EXERCISE PRICE

    5.1

    Definitions

    In this Article 5, the terms “record date” and “effective date” mean the particular time on the relevant date.

    5.2

    Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise

    The Exercise Price (and the number of Common Shares purchasable upon exercise in the case of subsections 5.2(a), (b) and (c) below) shall be subject to adjustment from time to time in the events and in the manner provided as follows:

      (a)

    Common Share Reorganization . If during the Exercise Period the Corporation shall:

           
      (i)

    issue Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares by way of stock dividend or other distribution (other than as Dividends Paid in the Ordinary Course);

           
      (ii)

    subdivide, redivide or change its outstanding Common Shares into a greater number of Common Shares; or

           
      (iii)

    consolidate, reduce or combine its outstanding Common Shares into a lesser number of Common Shares,

           
     

    (any of such events in subsections 5.2(a)(i), (ii) and (iii) being called a “ Common Share Reorganization ”), then the Exercise Price shall be adjusted as of the effective date or record date of such stock dividend or other distribution, as the case may be, by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). If during the Exercise Period a Common Share Reorganization shall occur which results in an adjustment in the Exercise Price pursuant to the provisions of this subsection 5.2(a), the number of Common Shares purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

    24



      (b)

    Rights Offering . If during the Exercise Period the Corporation shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares under which such holders are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue (“ Rights Period ”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or at an exchange or conversion price) of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “ Rights Offering ”), then the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

             
      (i)

    the numerator of which shall be the aggregate of:

             
      A.

    number of Common Shares outstanding as of the record date for the Rights Offering; and

             
      B.

    a number determined by dividing: (i) either: (a) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering and the price at which such Common Shares are offered; or (b) the product of the exchange or conversion price per share of such securities offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering have been exchanged or converted during the rights period, as the case may be by; (ii) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

             
      (ii)

    the denominator of which shall be the number of Common Shares outstanding after giving effect to the Rights Offering and including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering.

    25



     

    If during the Exercise Period a Rights Offering shall occur which results in an adjustment in the Exercise Price pursuant to the provisions of this subsection 5.2(b), the number of Common Shares purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

             
     

    For the purposes of any computation made in accordance with this subsection 5.2(b), Common Shares owned legally or beneficially by the Corporation or a Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the provisions of Section 13.7, shall be disregarded.

             
      (c)

    Special Distribution . If during the Exercise Period the Corporation shall issue or distribute to all or substantially all of the holders of the Common Shares:

             
      (i)

    securities of the Corporation including rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into any such shares or property or assets;

             
      (ii)

    evidences of the Corporation’s indebtedness; or

             
      (iii)

    any property or other assets,

             
     

    and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “ Special Distribution ”), the Exercise Price shall, subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, be adjusted effective immediately after the record date at which the holders of affected Common Shares are determined for purposes of the Special Distribution to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

             
      (i)

    the numerator of which shall be:

             
      A.

    the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less

             
      B.

    the excess, if any, of: (A) the fair market value on such record date, as determined by action by the directors, whose determination shall be conclusive, which action shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution over; (B) the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, as determined by action by the directors, which determination shall be conclusive; and

    26



      (ii)

    the denominator of which shall be the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date.


     

    If during the Exercise Period a Special Distribution shall occur which results in an adjustment in the Exercise Price pursuant to the provisions of this subsection 5.2(c), the number of Common Shares purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

         
     

    For the purposes of any computation made in accordance with this subsection 5.2(c), Common Shares owned legally or beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the provisions of Section 13.7, shall be disregarded.

         
      (d)

    Capital Reorganization . If during the Exercise Period there shall be a reclassification or redesignation of Common Shares at any time outstanding or a change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer, sale or conveyance of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being herein called a “ Capital Reorganization ”), any Warrantholder who exercises his right to purchase Common Shares pursuant to Warrant(s) then held after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Common Shares to which such holder was theretofore entitled upon such exercise the aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon exercise of the Warrant subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 5.2 and 5.3 hereof. If determined appropriate by the Corporation, acting reasonably, and subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, appropriate adjustments to the exercise price and/or the number of Common Shares issuable on exercise shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions set forth in this Article 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by action by the directors and by the Warrant Agent, acting reasonably, and shall for all purposes be conclusively deemed to be appropriate adjustments.

    27



    5.3

    Rules Regarding Calculation of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise

    For the purposes of Section 5.2:

      (a)

    The adjustments provided for in Section 5.2 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur, subject to the following subsections of this Section 5.3.

         
      (b)

    No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon exercise of a Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this subsection 5.3(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

         
      (c)

    No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5.2, other than the events referred to in subsections 5.2(a)(i), 5.2(a)(ii) and 5.2(a)(iii), if Warrantholders are entitled to participate in such event on the same terms, mutatis mutandis , as if Warrantholders had exercised their Warrants prior to or on the effective date or record date of such event. The terms of the participation of the Warrantholders in such event shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading.

    28



    (d)

    No adjustment in the Exercise Price shall be made pursuant to Section 5.2 in respect of the issue from time to time:

    (i)

    of Common Shares purchased on exercise of the Warrants;

      (ii)

    of Dividends Paid in the Ordinary Course of Common Shares to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the Exchange and applicable securities laws; or

      (iii)

    of Common Shares pursuant to any stock options, stock option plan, stock purchase plan, restricted share units or restricted share unit plans other benefit plans in force at the date hereof for directors, officers, employees, advisers or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the Exchange and applicable securities laws, and such other benefit plans as may be adopted by the Corporation in accordance with the requirements of the Exchange and applicable securities laws,

    and any such issue shall be deemed not to be a Common Share Reorganization or Capital Reorganization.

      (e)

    If a dispute shall at any time arise with respect to adjustments provided for in Section 5.2, such dispute shall be conclusively determined by the Corporation’s Auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors and any such determination shall be binding upon the Corporation, the Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading. Such auditors or accountants shall be provided access to all necessary records of the Corporation. In the event that any such determination is made, the Corporation shall deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the manner contemplated in Section 3.6 describing such determination.

         
      (f)

    In case the Corporation after the date hereof shall take any action affecting the Common Shares, other than action described in Section 5.2, which in the opinion of the directors would materially affect the rights of Warrantholders, the Exercise Price and the number of Common Shares purchasable upon exercise shall be adjusted in such manner, if any, and at such time, by action by the directors, in their sole discretion, acting reasonably and in good faith, as they may determine to be equitable in the circumstances, but subject in all cases to the prior consent of the Exchange and any other necessary regulatory approval. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Corporation affecting the Common Shares shall be conclusive evidence that the board of directors of the Corporation has determined that it is equitable to make no adjustment in the circumstances.

    29



      (g)

    If the Corporation shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such Shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

         
      (h)

    In the absence of a resolution of the directors fixing a record date for a Special Distribution or Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.

         
      (i)

    As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to any of the Warrants, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel to the Corporation, be necessary in order that the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which all the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions thereof and hereof.


    5.4

    Postponement of Subscription

    In any case in which this Article 5 shall require that an adjustment shall be effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such an event:

      (a)

    issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and

         
      (b)

    delivering to such holder any distributions declared with respect to such additional Common Shares after such Exercise Date and before such event,

    provided, however, that the Corporation shall deliver or cause to be delivered to such holder, an appropriate instrument evidencing such holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares purchasable on the exercise of any Warrant and to such distributions declared with respect to any additional Common Shares issuable on the exercise of any Warrant.

    30



    5.5

    Notice of Adjustment of Exercise Price and Number of Common Shares Purchasable Upon Exercise


      (a)

    At least fourteen (14) Business Days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights pursuant to any of the Warrants, including the Exercise Price and the number of Common Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Corporation shall be required to provide holders of Common Shares in respect of any such event, the Corporation shall give notice, in the form of a certificate of adjustment, to the Warrant Agent and the Warrantholders of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. Notice to the Warrantholders shall be given in the manner specified in Section 3.6.

         
     

    The Warrant Agent may, for all purposes, act and rely upon the certificate of the Corporation submitted to it pursuant to this subsection 5.5(a) and on the accuracy of such certificate, calculations and formulas contained therein. Except as provided in Section 11.1, the Warrant Agent shall not at any time be under any duty or responsibility to any Warrantholder to determine whether any facts exist which may require adjustment contemplated by this Article 5, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same.

         
      (b)

    The Corporation will not close its transfer books or take any other corporate action which might deprive the Warrantholder of the opportunity of exercising its right of acquisition pursuant thereto during the period of fourteen (14) Business Days after the giving of any notice required by subsection 5.5(a).

         
      (c)

    In case any adjustment for which a notice in subsection 5.5(a) has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable give notice to the Warrant Agent and the Warrantholders of the adjustment and the computation of such adjustment.

         
      (d)

    The Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any other shares or securities or property which may at any time be issued or delivered upon the exercise or deemed exercise of any Warrant.

         
      (e)

    The Warrant Agent shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Common Shares or Common Share certificates upon the surrender of any Warrant for the purpose of exercise or deemed exercise of such Warrants, or to comply with any of the covenants contained in this Article 5.

    31


    ARTICLE 6
    PURCHASES BY THE CORPORATION

    6.1

    Optional Purchases by the Corporation

    Subject to applicable law, the Corporation may from time to time purchase by invitation for tender, in the open market, by private agreement on any stock exchange or otherwise any or all of the Warrants then outstanding. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the board of directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such Persons, and on such other terms as the Corporation in its sole discretion may determine. The Warrant Certificates representing the Warrants purchased pursuant to this Section 6.1 shall forthwith be delivered to and cancelled by the Warrant Agent.

    ARTICLE 7
    COVENANTS OF THE CORPORATION

    7.1

    Covenants of the Corporation

    The Corporation covenants to and with the Warrant Agent that so long as any Warrants remain outstanding and may be exercised:

      (a)

    it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;

         
      (b)

    it will cause the Common Shares and the certificates representing the Common Shares subscribed and paid for pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof;

         
      (c)

    all Common Shares which shall be issued upon exercise of the right to purchase provided for herein and in the Warrant Certificates, upon payment of the Exercise Price herein provided for and in the Warrant Certificates and upon compliance with the other applicable terms and conditions hereof and thereof, shall be fully paid and non-assessable;

         
      (d)

    it will give to the Warrantholders, in the manner provided in Section 3.6 hereof, and to the Warrant Agent in the manner provided in Section 13.1 hereof, notice of a record date, or effective date, as the case may be, for any event referred to in Article 5 hereof which may give rise to an adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants and, in each case, such notice shall specify the particulars of such event and the record date, or the effective date, for such event, provided that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given, and such notice shall be given concurrently with notice of such event to holders of Common Shares;

    32



      (e)

    it will maintain its corporate existence, provided that this subsection 7.1(e) shall not restrict the Corporation from completing a Capital Reorganization in accordance with subsection 5.2(d);

         
      (f)

    it will not take any other action which might deprive the Warrantholders of the opportunity of exercising their right of purchase pursuant to the Warrants held by such Persons during the period of notice required by subsection 5.5(a);

         
      (g)

    it will give written notice of the issue of Common Shares pursuant to the exercise of Warrants, if required and in such detail as may be required, to each securities regulatory authority in each relevant jurisdiction pursuant to applicable law;

         
      (h)

    it will promptly notify the Warrant Agent and the Warrantholders in writing of any material default under the terms of this Warrant Indenture which remains unrectified for more than fifteen (15) days following its occurrence;

         
      (i)

    in the event that it shall begin, or cease, to file as a foreign issuer with the U.S. Securities and Exchange Commission, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent) certifying such reporting issuer status and other information as the Warrant Agent may require at such time; and

         
      (j)

    it will perform all of its covenants and carry out all of the acts or things to be done by it as provided in this Indenture.


    7.2

    Warrant Agent’s Remuneration and Expenses

    The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent within thirty (30) days of the Warrant Agent’s request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the negligence, wilful misconduct or fraud of the Warrant Agent or of Persons for whom the Warrant Agent is responsible. The Warrant Agent shall not have any recourse against any monies, securities or other property held by it for the benefit of the Warrantholders pursuant to this Indenture for the payment of its fee.

    7.3

    Performance of Covenants by Warrant Agent

    If the Corporation shall fail to perform any of its covenants contained in this Warrant Indenture, the Warrant Agent may notify the Warrantholders in the manner provided in Section 3.6 of such failure on the part of the Corporation or, subject to Section 11.1, may itself perform any of the covenants capable of being performed by it, but shall be under no obligation to perform such covenants or to notify the Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 7.2. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

    33


    ARTICLE 8
    ENFORCEMENT

    8.1

    Suits by Warrantholders

           
    (a)

    Warrantholders May Not Sue . Except to the extent that the rights of an individual Warrantholder or group of Warrantholders would be prejudiced thereby, no Warrantholder has the right to institute any action or proceeding or to exercise any other remedy authorized hereunder for the purpose of enforcing any right on behalf of the Warrantholders as a whole or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or receiver and manager or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Corporation wound up or to file or prove a claim in any liquidation or bankruptcy proceedings, unless the Warrant Agent has received a Warrantholders’ Request directing it to take the requested action and has been provided with sufficient funds or other security and/or such indemnity satisfactory to the Warrant Agent, acting reasonably, in respect of the costs, expenses and liabilities that may be incurred by it in so proceeding and the Warrant Agent has failed to act within a reasonable time thereafter. If the Warrant Agent has so failed to act, but not otherwise, any Warrantholder acting on behalf of all Warrantholders will be entitled to take any of the proceedings that the Warrant Agent might have taken hereunder. No Warrantholder has any right in any manner whatsoever to effect, disturb or prejudice the rights hereby created by its action or to enforce any right hereunder or under any Warrant, except subject to the conditions and in the manner herein provided. Any money received as a result of a proceeding taken by any Warrantholder on behalf of the Warrantholders hereunder must be forthwith paid to the Warrant Agent.

           
    (b)

    Warrant Agent not Required to Possess Warrants . All rights of action under this Indenture may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof on any trial or other proceedings relative thereto.

           
    (c)

    Warrant Agent May Institute All Proceedings .

           
    (i)

    The Warrant Agent shall be entitled and empowered, either in its own name or as Warrant Agent of an express trust, or as attorney-in-fact for the Warrantholders, or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claim of the Warrant Agent and the Warrantholders allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Corporation or its creditors or relative to or affecting its property. The Warrant Agent is hereby irrevocably appointed (and the successive respective Warrantholders by taking and holding the same shall be conclusively deemed to have so appointed the Warrant Agent) the true and lawful attorney-in-fact of the respective Warrantholders with authority to make and file in the respective names of the Warrantholders or on behalf of the Warrantholders as a class, subject to deduction from any such claims of the amounts of any claims filed by any of the Warrantholders themselves if and to the extent permitted hereunder, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of the Warrantholders, as may be necessary or advisable in the opinion of the Warrant Agent, in order to have the respective claims of the Warrant Agent and of the Warrantholders against the Corporation or its property allowed in any such proceeding, and to receive payment of or on account of such claims, provided, however, that nothing contained in this Indenture shall be deemed to give the Warrant Agent, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Warrantholder.

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      (ii)

    The Warrant Agent shall also have the power, but not the obligation, at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Warrantholders.

         
      (iii)

    Any such suit or proceeding instituted by the Warrant Agent may be brought in the name of the Warrant Agent as Warrant Agent of an express trust, and any recovery of judgment shall be for the rateable benefit of the Warrantholders subject to the provisions of this Indenture. In any proceeding brought by the Warrant Agent (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Warrant Agent shall be a party), the Warrant Agent shall, relying on advice of counsel at its discretion, be held to represent all the Warrantholders, and it shall not be necessary to make any Warrantholders parties to any such proceeding.


    8.2

    Immunity of Shareholders, Etc.

    Subject to any rights or remedies available to the Warrantholders under applicable securities legislation, the Warrant Agent and, by their acceptance of the Warrant Certificates and as part of the consideration for the issue of the Warrants, the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future Shareholder, director, officer, employee or agent of the Corporation or of any successor corporation for the issue of the Common Shares pursuant to any Warrant or on any covenant, agreement, representation or warranty by the Corporation herein or in the Warrant Certificates contained.

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    8.3

    Limitation of Liability

    The obligations hereunder are not personally binding upon nor shall resort hereunder be had to, the private property of any of the past, present or future directors or Shareholders or of any successor corporation or of any of the past, present or future officers, employees or agents of the Corporation or of any successor corporation, but only the property of the Corporation or of any successor corporation shall be bound in respect hereof.

    ARTICLE 9
    MEETINGS OF WARRANTHOLDERS

    9.1

    Right to Convene Meetings

    The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon receiving sufficient funds, determined reasonably, and being indemnified to its reasonable satisfaction by the Corporation or by the Warrantholders signing such Warrantholders’ Request against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Warrantholders. In the event the Warrant Agent fails to call a meeting within ten (10) days after receipt of such proper written request of the Corporation or Warrantholders’ Request, funds and indemnity given as aforesaid, the Corporation or such Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto or such other place as may be approved or determined by the Warrant Agent and approved by the Corporation, acting reasonably.

    9.2

    Notice

    At least twenty-one (21) days prior notice of any meeting of Warrantholders shall be given to the Warrantholders in the manner provided for in Section 3.6 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed nor any of the provisions of this Article 9. A notice of meeting may be signed by an appropriate officer of the Warrant Agent or by the Corporation or by the Warrantholder or Warrantholders convening the meeting.

    9.3

    Chairman

    An individual (who need not be a Warrantholder) nominated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so nominated, or if the individual so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, or if such Person is unable or unwilling to act as chairman, the Warrantholders present in person or by proxy shall choose some individual present to be chairman.

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    9.4

    Quorum

    Subject to the provisions of Section 9.11, at any meeting of the Warrantholders a quorum shall consist of Warrantholders, present in person or by proxy, representing at least 10% of the then outstanding Warrants, provided that at least two Persons entitled to vote thereat are personally present. If a quorum of the Warrantholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day) at the same time and place and, subject to Section 9.11, no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Warrantholders present in Person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not represent at least 10% of the then outstanding Warrants.

    9.5

    Power to Adjourn

    The chairman of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

    9.6

    Show of Hands

    Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

    9.7

    Poll and Voting

         
    (a)

    On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Warrantholders acting in Person or by proxy, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of votes cast on the poll.

         
    (b)

    On a show of hands, every Person who is present and entitled to vote, whether as a Warrantholder or as proxy for one or more absent Warrantholders, or both, shall have one vote. On a poll, each Warrantholder present in Person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote per one Warrant held or represented by him. A proxy need not be a Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

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    9.8

    Regulations

           
    (a)

    Subject to the provisions of this Indenture, the Warrant Agent or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit:

           
    (i)

    for the issue of voting certificates by any bank, trust company or other depositary approved by the Warrant Agent certifying that specified Warrants have been deposited with it by a named holder and will remain on deposit until after the meeting of Warrantholders, which voting certificates shall entitle the holders named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the holders so named in such voting certificates were the actual holders of the Warrant specified therein;

           
    (ii)

    for Warrantholders to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof and the manner in which same shall be executed, and for the production of the authority of any Persons signing on behalf of the grantor of such proxy;

           
    (iii)

    for the deposit of voting certificates and instruments appointing proxies at such place and time as the Warrant Agent, the Corporation or the Warrantholders convening the meeting, as the case may be, may in the notice calling the meeting direct;

           
    (iv)

    for the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting of Warrantholders is to be held and enabling particulars of such instruments appointing proxies to be mailed, delivered or sent by facsimile transmission before the meeting to the Corporation or to the Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

           
    (v)

    for the form of the voting certificates and instrument of proxy; and

           
    (vi)

    generally for the calling of meetings of Warrantholders and the conduct of business thereat.

           
    (b)

    Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, or as may be expressly provided for herein, the only Persons who shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 9.9) shall be Warrantholders or Persons holding voting certificates or instruments of proxy of Warrantholders.

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    9.9

    Corporation, Warrant Agent and Warrantholders May Be Represented

    The Corporation and the Warrant Agent, by their respective directors, officers and employees, and counsel for any of the Corporation, the Warrant Agent and any Warrantholder may attend any meeting of the Warrantholders, but shall have no vote as such, except in their capacity as Warrantholders, proxy or holder of voting certificate(s).

    9.10

    Powers Exercisable by Extraordinary Resolution

    In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall, subject to Section 9.11 have the power, exercisable from time to time by Extraordinary Resolution, subject to any required regulatory approval:

      (a)

    to agree, on behalf of and binding on all Warrantholders, to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders or (with the consent of the Warrant Agent, such consent not to be unreasonably withheld) the Warrant Agent in its capacity as Warrant Agent hereunder or on behalf of the Warrantholders against the Corporation, whether such rights arise under this Indenture, the Warrant Certificate or otherwise;

         
      (b)

    to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Warrantholders;

         
      (c)

    to direct or to authorize the Warrant Agent, subject to its prior indemnification pursuant to subsection 11.1(b), to enforce against the Corporation any of the covenants of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

         
      (d)

    to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture or the Warrant Certificates either unconditionally or upon any conditions specified in such Extraordinary Resolution;

         
      (e)

    to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Warrantholders;

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    (f)

    to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder in connection therewith;

         
    (g)

    to assent to a compromise or arrangement with a creditor or creditors or a class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation;

         
    (h)

    except as otherwise permitted hereunder (including as permitted under Section 10.1), amend this Indenture or the Warrant Certificates; and

         
    (i)

    to remove the Warrant Agent and to appoint a successor warrant agent in the manner specified in Section 11.7 hereof.

         
    9.11

    Meaning of Extraordinary Resolution

         
    (a)

    The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 9.11 and in Section 9.14, a resolution proposed at a meeting of Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 9 at which quorum is present, passed by the affirmative votes of Warrantholders entitled to purchase not less than 66 % of the aggregate number of Warrants represented at the meeting and voted on the poll upon such resolution.

         
    (b)

    If, at any meeting called for the purpose of passing an Extraordinary Resolution, quorum is not established within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than fifteen (15) or more than sixty (60) days later, and to such place and time as may be determined by the chairman. Not less than ten (10) days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 3.6. Such notice shall state that at the adjourned meeting the Warrantholders present in Person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Warrantholders present in Person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 9.11(a) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Warrantholders holding at least 10% of the then outstanding Warrants are not present in Person or by proxy at such adjourned meeting.

         
    (c)

    Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

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    9.12

    Powers Cumulative

    Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

    9.13

    Minutes

    Minutes of all resolutions and proceedings at every meeting of Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings had, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed or proceedings taken thereat shall be deemed to have been duly passed and taken.

    9.14

    Instruments In Writing

    All actions which may be taken and all powers that may be exercised by the Warrantholders at a meeting held as provided in this Article 9 may also be taken and exercised by Warrantholders representing at least 66 % of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

    9.15

    Binding Effect of Resolutions

    Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders in accordance with Section 9.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to receiving prior indemnification pursuant to subsection 11.1(b)) shall be bound to give effect accordingly to every such resolution and instrument in writing. In the case of an instrument in writing the Warrant Agent shall give notice in the manner contemplated in Section 3.6 and Section 13.1 of the effect of the instrument in writing to all Warrantholders and the Corporation as soon as is reasonably practicable.

    9.16

    Holdings by Corporation Disregarded

    In determining whether Warrantholders holding the requisite number of Warrants are present at a meeting of Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the provisions of Section 13.7, shall be disregarded.

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    ARTICLE 10
    SUPPLEMENTAL INDENTURES

    10.1

    Provision for Supplemental Indentures for Certain Purposes

    From time to time the Corporation (when authorized by action by the directors) and the Warrant Agent may, without the consent of the Warrantholders and subject to the provisions hereof, and they shall, when so directed in accordance with the provisions hereof and regulatory approval, execute and deliver by their proper officers, indentures, or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

      (a)

    providing for the issue of additional Warrants hereunder and any consequential amendments hereto as may be required by the Warrant Agent;

         
      (b)

    setting forth any adjustments resulting from the application of the provisions of Article 5 or any modification affecting the rights of Warrantholders hereunder on exercise of the Warrants, provided that any such adjustments or modifications shall be subject to the prior written approval of the Exchange;

         
      (c)

    adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of counsel, are necessary or advisable, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of counsel, prejudicial to the rights or interests of any of the Warrantholders;

         
      (d)

    evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

         
      (e)

    giving effect to any Extraordinary Resolution passed as provided in Article 9;

         
      (f)

    making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of counsel, prejudicial to the rights or interests of any of the Warrantholders;

         
      (g)

    adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrant Certificates, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

         
      (h)

    modifying any of the provisions of this Indenture, including by providing for the creation and the authority to issue additional Warrants, or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of counsel, such modification or relief in no way prejudices any of the rights or interests of any of the Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative; and

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      (i)

    for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of counsel, the rights or interests of the Warrant Agent and any of the Warrantholders are in no way prejudiced thereby.


    10.2

    Successor Corporations

    Until the Time of Expiry or the exercise of all of the outstanding Warrants in accordance with their terms, the Corporation shall not, directly or indirectly, sell, transfer or otherwise dispose of all or substantially all of its property and assets as an entirety to any other corporation and shall not amalgamate (except with a wholly-owned subsidiary) or merge with or into any other corporation (any such other corporation being herein referred to as a “ Successor Corporation ”) unless the Successor Corporation executes, before or contemporaneously with the consummation of any such transaction, an indenture supplemental hereto together with such other instruments as are satisfactory to the Warrant Agent and in the opinion of its counsel are necessary or advisable to evidence the assumption by the Successor Corporation of the due and punctual observance and performance of all the covenants and obligations of the Corporation under this Indenture.

    ARTICLE 11
    CONCERNING THE WARRANT AGENT

    11.1

    Rights and Duties of Warrant Agent

         
    (a)

    In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall act honestly and in good faith with a view to the best interests of the Warrantholders and shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from, or require any Person to indemnify the Warrant Agent against, liability for its own negligence, wilful misconduct or bad faith. The duties and obligations of the Warrant Agent shall be determined solely by the provisions hereof and, accordingly, the Warrant Agent shall only be responsible for the performance of such duties and obligations as it has undertaken herein. The Warrant Agent shall retain the right not to act and shall not be held liable for refusing to act in circumstances that require the delivery to or receipt by the Warrant Agent of documentation unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgement other than as contemplated by this Indenture. The Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means, provided that it has complied with the terms of this Indenture in respect of the discharging of its obligations in respect of the delivery of such certificates.

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    (b)

    The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Warrantholders hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

         
    (c)

    None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

         
    (d)

    The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceedings, require the Warrantholders, at whose instance it is acting, to deposit with the Warrant Agent the Warrant Certificates held by them, for which the Warrant Agent shall issue receipts.

         
    (e)

    Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles the Warrant Agent to rely upon any evidence submitted to it is subject to the provisions of this Section 11.1 and of Section 11.2.

         
    11.2

    Evidence, Experts and Advisers

         
    (a)

    In addition to the reports, certificates, opinions and evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form as the Warrant Agent may reasonably require by written notice to the Corporation.

         
    (b)

    The Warrant Agent shall be protected in acting in reasonable reliance upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of and acceptability of any information therein contained which it in good faith believes to be genuine and what it purports to be.

         
    (c)

    Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate.

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    (d)

    The Warrant Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and shall not be responsible for any misconduct or negligence on the part of such experts or advisors who have been appointed and supervised with due care by the Warrant Agent. The fees of such counsel and other experts shall be part of the Warrant Agent’s fees hereunder. The Warrant Agent shall be fully protected in acting or not acting, in good faith, in accordance with any opinion or instruction of such counsel. Any remuneration so paid by the Warrant Agent shall be repaid to the Warrant Agent in accordance with Section 7.2.

         
    11.3

    Monies Held by Warrant Agent

         
    (a)

    The Warrant Agent may retain any cash balance held in connection with this Indenture and may, but need not, hold the same in its deposit department or the deposit department of one of its Affiliates; but the Warrant Agent and its Affiliates shall not be liable to account for any profit to the Corporation or any other person or entity other than at a rate, if any, established from time to time by the Warrant Agent or its Affiliates.

         
    (b)

    For the purpose of this section, “Affiliate” includes the Canadian Imperial Bank of Commerce, CIBC Mellon Global Securities Company and The Bank of New York Mellon and each of their Affiliates.

         
    11.4

    Action by Warrant Agent to Protect Interest

    The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Warrantholders.

    11.5

    Warrant Agent Not Required to Give Security

    The Warrant Agent shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

    11.6

    Protection of Warrant Agent

    By way of supplement to the provisions of any law for the time being relating to trustees or warrant agents it is expressly declared and agreed as follows:

      (a)

    the Warrant Agent shall not be liable for or by reason of any statement of fact or recitals in this Indenture or in the Warrant Certificates (except the representations contained in Section 11.8 or in the certificate of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

    45



    (b)

    nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

         
    (c)

    the Warrant Agent shall not be bound to give notice to any Person or Persons of the execution hereof;

         
    (d)

    the Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

         
    (e)

    the Warrant Agent shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates representing Common Shares upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants of the Corporation contained in Article 7; and

         
    (f)

    the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation.

         
    11.7

    Replacement of Warrant Agent; Successor by Merger

         
    (a)

    The Warrant Agent may resign its trust and be discharged from all further duties and liabilities hereunder, subject to this subsection 11.7(a), by giving to the Corporation not less than thirty (30) days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing warrant agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Corporation, the retiring warrant agent or any Warrantholder may apply to a judge of the Ontario Court of Justice (the “ Court ”), at the Corporation’s expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 11.7 shall be a company authorized to carry on the business of a trust company in the Province of Ontario. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that, any resignation or removal of the warrant agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder.

    46



    (b)

    Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Warrantholders thereof in the manner provided for in Section 3.6.

         
    (c)

    Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting thereof, or any corporation succeeding to or acquiring the warrant agency business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the Parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under subsection 11.7(a).

         
    11.8

    Conflict of Interest

         
    (a)

    The Warrant Agent represents to the Corporation that at the time of execution and delivery hereof no material conflict of interest exists in its role as a Warrant Agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within ninety (90) days after ascertaining that it has such material conflict of interest, either eliminate the same or resign its trusts hereunder to a successor warrant agent approved by the Corporation and meeting the requirements set forth in subsection 11.7(a). Notwithstanding the foregoing provisions of this subsection 11.8(a), if any such material conflict of interest exists or hereinafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificates shall not be affected in any manner whatsoever by reason thereof.

         
    (b)

    Subject to subsection 11.8(a), the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any Subsidiary without being liable to account for any profit made thereby, subject to compliance with applicable securities legislation.

         
    11.9

    Warrant Agent Not to be Appointed Receiver

    The Warrant Agent and any Person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

    47



    11.10

    Payments by Warrant Agent

    The forwarding of a cheque by the Warrant Agent will satisfy and discharge the liability for any amounts due to the extent of the sum or sums represented thereby (plus the amount of any tax deducted or withheld as required by law) unless such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque.

    11.11

    Unclaimed Interest or Distribution - Retention of Benefits by Warrant Agent

    In the event that the Warrant Agent shall hold any amount of interest or other distributable amount which is unclaimed or which cannot be paid for any reason, the Warrant Agent shall be under no obligation to invest or reinvest the same but shall only be obligated to hold the same on behalf of the Person or Persons entitled thereto in a current or other non-interest bearing account pending payment to the Person or Persons entitled thereto. The Warrant Agent shall, as and when required by law, and may at any time prior to such required time, pay all or part of such interest or other distributable amount so held to a public trustee (or other appropriate governmental official or agency) whose receipt shall be good discharge and release of the Warrant Agent.

    11.12

    Deposit of Securities

    The Warrant Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

    11.13

    Act, Error, Omission Etc.

    The Warrant Agent shall not be liable for any error in judgement or for any act done or step taken or omitted by it in good faith, for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence or wilful misconduct.

    11.14

    Indemnification

    The Corporation hereby agrees to indemnify and hold harmless the Warrant Agent and its respective officers, directors, employees, agents, representatives, successors and assigns from and against any and all reasonable costs, expenses and disbursements, damages, liabilities, claims and actions (including reasonable legal fees and disbursements) which it might incur or to which it might have become subject and any action, suit, or other similar legal proceeding which might be instituted against the Warrant Agent arising from or out of any act, omission or error of the Warrant Agent provided that such act, omission or error was made in good faith and the conduct of the Warrant Agent’s duties hereunder was in accordance with the standards set forth in Section 11.1 and did not constitute negligence, wilful misconduct or fraud on the part of the Warrant Agent. This provision shall survive the resignation or removal of the Warrant Agent or the termination of this Indenture.

    48



    11.15

    Notice

    The Warrant Agent shall not be required to take notice or be deemed to have constructive or actual knowledge of any matter hereunder, including failure by the Corporation to perform any of its covenants in this Indenture or any other breach of the Corporation hereunder, unless the Warrant Agent shall have received from the Corporation or a Warrantholder, a written notice stating the matter in respect of which the Warrant Agent should have actual knowledge and identifying in such notice that it is given in respect of this Indenture.

    11.16

    Reliance by the Warrant Agent

    The Warrant Agent may act on the opinion or advice obtained from counsel to the Warrant Agent and shall, provided it acts in good faith in reliance thereon, not be responsible for any loss occasioned by doing so nor shall it incur any liability or responsibility for determining in good faith not to act upon such opinion or advice. The Warrant Agent may rely, and shall be protected in relying, upon any statement, request, direction or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent may assume for the purposes of this Indenture that any address on the register of the Warrantholders is the holder’s actual address and is also determinative as to residency and that the address of any transferee to whom any Common Shares are to be registered, as shown on the transfer document is the transferee’s actual address and is also determinative as to residency of the transferee.

    11.17

    Anti-Money Laundering and Anti-Terrorist Legislation

    The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Warrant Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten (10) days’ written notice to the Corporation, provided that: (i) the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

    11.18

    Privacy Laws

    The Parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “ Privacy Laws ”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither Party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Warrant Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the Parties can rely or are not required under the Privacy Laws. The Warrant Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Warrant Agent agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Corporation or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

    49



    11.19

    Third Party Interests

    Each Party to this Indenture hereby represents to the Warrant Agent that any account to be opened by, or interest to held by, the Warrant Agent in connection with this Indenture, for or to the credit of such Party, either: (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case the Corporation hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

    11.20

    Authority to Carry on Business

    The Warrant Agent represents to the Corporation that it is authorized to carry on the business of a trust company in the Province of Ontario.

    ARTICLE 12
    ACCEPTANCE OF TRUSTS BY WARRANT AGENT

    12.1

    Acceptance

    The Warrant Agent hereby accepts the trusts in this Indenture declared and provided and agrees to perform the same upon the terms and conditions set forth herein.

    ARTICLE 13
    GENERAL

    13.1

    Notice to the Corporation and the Warrant Agent

         
    (a)

    Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation and to the Warrant Agent shall be in writing and may be given by mail, or by facsimile (with original copy to follow by mail) or by personal delivery and shall be addressed as follows:

         

    if to the Warrant Agent:

    50



        CIBC Mellon Trust Company
        c/o Canadian Stock Transfer Company Inc.

    Client Services

     

    320 Bay Street

        P.O. Box
     

    Toronto, Ontario M5H 4A6

        Facsimile: 1 (877) 715-0494
         
     

    if to the Corporation:

         
     

    Energy Fuels Inc.

        2 Toronto Street, Suite 500
     

    Toronto, Ontario M5C 2B6

        Attention: Chief Financial Officer
        Facsimile: (416) 214-2810
         
     

    and shall be deemed to have been received, if delivered or sent by courier, on the date of delivery or, if mailed, on the fifth (5 th ) Business Day following the date of the postmark on such notice. Any delivery made or sent by facsimile on a day other than a Business Day, or after 5:00 p.m. (Toronto time) on a Business Day, shall be deemed to be received on the next following Business Day.

         
      (b)

    The Corporation or the Warrant Agent, as the case may be, may from time to time give notice in the manner provided in subsection 13.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture. A copy of any notice of change of address of the Corporation given pursuant to this subsection 13.1(b) shall be sent to the principal transfer office of the Warrant Agent in the City of Toronto, Ontario and shall be available for inspection by Warrantholders during normal business hours.

         
      (c)

    If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to an officer of the Party to which it is addressed or if it is delivered to such Party at the appropriate address provided in subsection 13.1(a) by telecopy or other means of prepaid, transmitted, recorded communication and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery to such officer or if delivered by telecopy or other means of prepaid, transmitted, recorded communication, on the first (1 st ) Business Day following the date of the sending of such notice by the Person giving such notice.


    13.2

    Time of the Essence

    Time is of the essence in this Indenture.

    13.3

    Counterparts and Formal Date

    This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated as of the date hereof.

    51



    13.4

    Satisfaction and Discharge of Indenture

    Upon the earlier of: (a) the date by which all the Warrant Certificates thereto certified hereunder have been delivered to the Warrant Agent for exercise or destruction; or (b) the expiration of the Exercise Period, this Indenture, except to the extent that Common Shares and certificates therefore have not been issued and delivered hereunder or the Warrant Agent or the Corporation has not performed any of their obligations hereunder, shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with and upon payment to the Warrant Agent of the fees and other remuneration payable to the Warrant Agent, shall execute proper instruments acknowledging satisfaction of and discharging of this Indenture.

    13.5

    Provisions of Indenture and Warrant Certificates for the Sole Benefit of Parties and Warrantholders

    Nothing in this Indenture or the Warrant Certificates, expressed or implied, shall give or be construed to give to any Person other than the Parties hereto and the holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the Parties hereto and the Warrantholders.

    13.6

    Force Majeure

    Neither of the Parties hereto shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 13.6.

    13.7

    Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificates to be Provided

    For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

      (a)

    the names (other than the name of the Corporation) of the registered holders of Common Shares which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or any Subsidiary or any other Affiliate of the Corporation; and

    52



      (b)

    the number of Warrants owned legally and beneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation,

    and the Warrant Agent in making any determinations in such regard shall be entitled to rely on such certificate.

    [Intentionally Left Blank]

    53


    IN WITNESS WHEREOF the Parties hereto have executed this Indenture as of the date first written above.

      ENERGY FUELS INC.
       
      Per: (Signed) “Graham Moylan”
        Chief Financial Officer  
         
      CIBC MELLON TRUST COMPANY
       
      Per: (Signed) “Pat Lee”
        Authorized Signatory  
         
      Per: (Signed) “T. Taccogna”
        Authorized Signatory  

    S-1


    SCHEDULE “A”
    FORM OF WARRANT CERTIFICATE

    UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 14, 2013.

    THE SECURITIES REPRESENTED HEREBY ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

    [The following Legend will be included on a Global Certificate deposited with CDS]

    [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENERGY FUELS INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION, TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDERS HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANY OTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]

    [The following Legend will be placed on all Warrant Certificates issued to Non-U.S. Persons and on a Global Certificate deposited with CDS]

    [THE HOLDER HEREOF, BY PURCHASING THIS WARRANT, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY, OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND ALL APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.]

    [The following Legend will be placed on all Warrant Certificates issued to U.S. Persons]

    A-1


    [THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, AFTER THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

    THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.]

    ENERGY FUELS INC.

      [ CUSIP: ]
      [ ISIN: ]
       
    NO. _______________________  _______________________ WARRANTS

    COMMON SHARE PURCHASE WARRANTS

    THIS IS TO CERTIFY THAT for value received _______________________, the registered holder hereof is entitled for each whole Warrant represented hereby to purchase one fully paid and non-assessable common share (“ Common Shar e”) in the capital of Energy Fuels Inc. (the “ Corporation ”) at a price per share of Cdn. $0.19, subject to adjustment as hereinafter referred to.

    A-2


    Such right to purchase may be exercised by the registered holder hereof at any time on the date of issue hereof up to and including 5:00 p.m. (Toronto time) on June 15, 2015 (the “ Time of Expiry ”) by surrender of this Warrant Certificate to CIBC Mellon Trust Company (the “ Warrant Agent ”) at the transfer office of the Warrant Agent in Toronto, Ontario, together with the subscription form attached hereto duly executed and completed for the number of Common Shares which the holder hereof is exercising its right to purchase and the purchase price of such Common Shares as herein provided.

    This Warrant Certificate and such payment shall be deemed not to have been surrendered and made except upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above.

    The purchase price of Common Shares subscribed for hereunder shall be paid by certified cheque, money order or bank draft in lawful money of Canada payable to the order of the Corporation at par in the city where this Warrant Certificate is delivered.

    Certificates for the Common Shares subscribed for will be mailed to the persons specified in the subscription form at their respective addresses specified therein or, if so specified in such subscription form, delivered to such persons at the office where the applicable Warrant Certificate was surrendered, when the transfer registers of the Corporation have been open for five (5) Business Days after the due surrender of such Warrant Certificate and payment as aforesaid. In the event of a purchase of a number of Common Shares fewer than the number which can be purchased pursuant to this Warrant Certificate, the holder shall be entitled to receive without charge a new Warrant Certificate in respect of the balance of such Warrants.

    This Warrant Certificate and other Warrant Certificates are issued under and pursuant to a certain warrant indenture (herein referred to as the “ Indenture ”) dated June 13, 2013 between the Corporation and the Warrant Agent, to which Indenture and any instruments supplemental thereto reference is hereby made for a description of the terms and conditions upon which such Warrant Certificates are issued and are to be held all to the same effect as if the provisions of the Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of this Warrant Certificate by acceptance hereof assents. In the event of any inconsistency between the terms set forth in this Warrant Certificate and the terms of the Warrant Indenture, the terms of the Warrant Indenture shall govern. The Corporation will furnish to the holder of this Warrant Certificate, upon request and without charge, a copy of the Indenture.

    Subject to the Corporation’s right to purchase the Warrants under the Indenture and to any restriction under applicable law or policy of any applicable regulatory body, the Warrants and Warrants Certificates and the rights thereunder shall only be transferable by the registered holder hereof in compliance with the conditions prescribed in the Indenture and the due completion, execution and delivery of a Transfer Form (as attached hereto) in accordance with the terms of the Indenture.

    A-3


    Neither the Warrants evidenced by this Warrant Certificate nor the Common Shares issuable upon the exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”), and may not be offered or sold to, or for the account or benefit of, a person in the United States, or a “ U.S. Person ” (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from registration under the 1933 Act and applicable state securities laws. The Warrants may not be exercised in the United States or by or for the account or benefit of a U.S. Person or a person in the United States, except pursuant to an exemption from the registration requirements of the 1933 Act and applicable state securities laws. Compliance with the securities laws of any jurisdiction is the responsibility of the holder of this Warrant Certificate or its transferee.

    The holding of this Warrant Certificate shall not constitute the holder hereof a holder of Common Shares nor entitle the holder to any right or interest in respect thereof.

    The Indenture provides for adjustment in the number of Common Shares to be delivered upon the exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth.

    The Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by Warrantholders holding a specified percentage of Warrants outstanding.

    The holder of this Warrant Certificate may at any time up to and including the Time of Expiry upon the surrender hereof to the Warrant Agent at its transfer office in Toronto, Ontario and payment of any charges provided for in the Indenture, exchange this Warrant Certificate for other Warrant Certificates entitling the holder to subscribe in the aggregate for the same number of Common Shares as is expressed in this Warrant Certificate.

    This Warrant Certificate shall not be valid for any purpose whatever unless and until it has been countersigned by the Warrant Agent for the time being under the Indenture.

    Nothing contained herein or in the Indenture shall confer any right upon the holder hereof or any other person to subscribe for or purchase any Common Shares of the Corporation at any time subsequent to the Time of Expiry. After the Time of Expiry this Warrant Certificate and all rights thereunder shall be void and of no value.

    Time is of the essence hereof.

    IN WITNESS WHEREOF this Warrant Certificate has been executed on behalf of Energy Fuels Inc. as of the _______day of _______________________, 20_____.

      ENERGY FUELS INC.
       
      By: ______________________________________________

    A-4



      Countersigned:
        
      CIBC MELLON TRUST COMPANY
        
    Dated: ______________________________________________ By: ______________________________________________

    A-5


    EXHIBIT 1

    FORM OF DECLARATION FOR REMOVAL OF LEGEND – COMMON SHARES

    To: CIBC MELLON TRUST COMPANY (the “ Warrant Agent ” and the “ Transfer Agent ”)
       
      510 Burrard Street, 2nd Floor, Vancouver, BC V6C 3B9
       
    And To:

    ENERGY FUELS INC. (the “ Company ”)

    The undersigned is the holder of __________________________common shares of the Company (the “ Shares ”), evidenced by certificate no(s). ______________________________, which are “restricted shares” (as defined in Rule 144 under the United States Securities Act of 1933 (the “ 1933 Act ”)) and may not be offered or sold by the undersigned unless the Shares are registered under the 1933 Act or the offer and sale is made pursuant to an available registration exemption. The share certificate(s) has (have) a legend (the “ Restrictive Legend ”) referring to the 1933 Act and such resale restrictions.

    The undersigned understands that Rule 904 of Regulation S under the 1933 Act contains an exemption for “offshore resales” of securities notwithstanding that the Shares are “restricted shares”. Accordingly, the undersigned intends to sell the Shares pursuant to Rule 904 and hereby requests the Company facilitate such offer and sale by removing the Restrictive Legend so that the Shares may be deposited with a registered broker-dealer (the “ Broker ”).

    In order to induce the Company to remove the Restrictive Legend, the undersigned agrees that (i) any sale of the Shares into the public markets while they remain “restricted shares” will be made solely in an “offshore resale” pursuant to the requirements of Rule 904, (ii) the Broker will maintain custody of the certificate(s) representing the Shares and (iii) if the undersigned directs the Broker to deliver out such certificate(s) other than pursuant to an “offshore resale”, or the intended sale has not occurred within 30 days of the undersigned’s signing of this certification, such certificate(s) will first be returned to the Transfer Agent for re-imposition of the Restrictive Legend and the undersigned will pay any fee imposed by the Transfer Agent for performing this service. The undersigned represents and warrants to the Company, the Transfer Agent and their agents that:

    1.

    the undersigned is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of the Company;

       
    2.

    the sale of the Shares will be executed in, on or through the facilities of the TSX Venture Exchange or Toronto Stock Exchange or another “designated offshore securities market” (as defined in Regulation S) and neither the undersigned nor any person acting on its behalf will know that the transaction has been pre-arranged with a buyer in the United States;

    A-6



    3.

    neither the undersigned nor any affiliate of the undersigned nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S) in connection with the offer and sale of the Shares;

       
    4.

    the sale will be bona fide and not for the purpose of “washing off” the Restrictive Legend;

       
    5.

    the undersigned does not (i) have a “short position” in the securities being sold, nor (ii) intend to replace the Shares with fungible unrestricted shares of the Company; and

       
    6.

    the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act.

    The undersigned understands that the Company, the Warrant Agent, the Transfer Agent and others are relying upon the representations contained in this declaration and agrees their counsel shall be entitled to rely upon the representations, warranties and covenants contained in this Certification to the same extent as if it had been addressed to them.

    By: ______________________________________________ Date: ______________________________________________
           Signature  
       
       
       
    Name (please print) ______________________________________________

    A-7


    SCHEDULE “B”
    SUBSCRIPTION FORM

    TO: CIBC Mellon Trust Company
      199 Bay Street
      Toronto, Ontario M5L 1G9  
      Attention: Corporate Restructures

    The undersigned registered holder of the within Warrant Certificate, subject to that certain warrant indenture (the “ Indenture ”) dated as of June 13, 2013 between Energy Fuels Inc. and CIBC Mellon Trust Company, as Warrant Agent, hereby:

      (a)

    subscribes for __________________________common shares (“ Common Shares ”) (or such number of Common Shares or other securities or property to which such subscription entitles the undersigned in lieu thereof or in addition thereto under the Indenture) of Energy Fuels Inc. at the price per share of Cdn. $0.19 (or such adjusted price which may be in effect under the provisions of the Indenture) and in payment of the exercise price encloses a certified cheque, money order or bank draft, in any case in lawful money of Canada payable at par to CIBC Mellon Trust Company; and

         
      (b)

    delivers herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Common Shares.

    The undersigned hereby directs that the said Common Shares be registered as follows:

    Name(s) in full Address(es)
    (including Postal Code)
    Number(s) of Common
    Shares
         
         
         

    The undersigned represents that it has had access to such current public information concerning Energy Fuels Inc. as it considered necessary in connection with its investment decision, and understands that the securities issuable upon exercise hereof have not and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws.

    B-1


    The undersigned represents, warrants and certifies as follows (one of the following must be checked):

    A [   ]

    The undersigned holder: (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “ U.S. person ” as defined in Regulation S under the U.S. Securities Act and is not exercising this Warrant for the account or benefit of any “ U.S. person ” or a person in the United States; (iii) did not execute or deliver this subscription form for the Warrant in the United States and was not a “ U.S. person ” when the Warrant was acquired; and (iv) was not in the United States or a “ U.S. person ” at the time the Warrants were offered to the undersigned.

         

    B [   ]

    An exemption from registration under the U.S. Securities Act and any applicable state securities law is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of Warrants must be in form and substance satisfactory to the Corporation.

         

    C [   ]

    The undersigned (i) is an original purchaser of the attached common share purchase warrant, (ii) is exercising the common share purchase warrants solely for its own account or for the account another “Accredited Investor” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (a “U.S. Accredited Investor”); (iii) each of the holder and such other person, if any, was a U.S. Accredited Investor on the date the common share purchase warrants were acquired in the such private placement and is a U.S. Accredited Investor on the date of exercise of the common share purchase warrants. The representation, warranties and covenants set forth in the written purchaser’s letter for the purchase of units from the Corporation continue to be true and correct.

    The undersigned holder understands that unless Box A is checked, the certificate representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available.

    The undersigned holder understands that unless Box A is checked, the certificate representing the Common Shares and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend:

    “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, AFTER THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

    B-2


    THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

    DATED this _______day of _______________________, 20_______.

    Signature of Subscriber guaranteed by:

          
        (Signature of Subscriber)
         
         
        (Print Name of Subscriber*)
          
         
         
         
        (Address of Subscriber in full)

    (*The name of the Subscriber must correspond with the name upon the face of the certificate in every particular and the Corporation reserves the right to require reasonable assurance that such signature is genuine and effective.)

    Instructions

    1.

    The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised along with a certified cheque, money order or bank draft in lawful money of Canada payable to the order of the Corporation at par in an amount equal to the Exercise Price applicable at the time of such surrender in respect of each Common Share which the Warrantholder desires to acquire (being not more than those which the Warrantholder is entitled to acquire pursuant to the Warrants represented by the Warrant Certificate so surrendered) to CIBC Mellon Trust Company, at its office at Toronto, Ontario.

    B-3



    2.

    The certificates will be mailed by registered mail to the address appearing in this Subscription Form.

       
    3.

    If Common Shares are issued to a person other than the registered Warrantholder, the signature of the holder must be guaranteed by a Canadian Schedule 1 Chartered Bank or by a medallion signature guarantee from a member of a recognized signature medallion guarantee program and the Transfer Form must be completed.

       
    4.

    If the subscription form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation.

    B-4


    SCHEDULE “C”
    TRANSFER FORM

    NOTE: TRANSFERS MAY ONLY BE MADE IN ACCORDANCE WITH APPLICABLE LAW.

    FOR value received I/we hereby sell, assign, and transfer unto:

       
    (Name of Transferee)
       
       
    (Address of Transferee)
       
       
    (Social Insurance Number)
     
                                                                                                                                              Warrants of  
    (Quantity & Class)

    Energy Fuels Inc. (the “ Corporation ”)

    represented by:
    (List Certificate Number(s))

    and the undersigned hereby irrevocably constitutes and appoints:

     
    (Leave Blank)

    the attorney to transfer the said Warrants on the books of the Corporation with full power of substitution in the premises.

    THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933 as amended (the “ 1933 Act ”)) or a person within the United States unless registered under the 1933 Act and any applicable state securities laws or unless an exemption from such registration is available.

    DATED this _______day of _______________________, 20_______.

    Signature Guaranteed By:
      (Signature of Warrantholder)

    C-1



       
      (Name of Warrantholder, Please Print)
       
       
      (Capacity of Authorized Representative)

    Instructions:

    1.

    The signature on this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or change whatever.

       
    2.

    The signature must be guaranteed by a Canadian Schedule 1 Chartered Bank or by a member firm of an acceptable Medallion Signature Guarantee Program (STAMP, SMP, MSP). The stamp must bear the words “ Signature Medallion Guaranteed ”.

       
    3.

    In the USA, signature guarantees must be done by members of a Medallion Signature Guarantee Program only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program.

    C-2



    Exhibit 99.99

    UNDERWRITING AGREEMENT

    June 13, 2013

    Energy Fuels Inc.
    2 Toronto Street, Suite 500
    Toronto, Ontario M5C 2B6

    Attention: Stephen P. Antony, President and Chief Executive Officer

    Dear Sir:

    Dundee Securities Ltd. (“ Dundee ”), Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (together with Dundee, the “ Underwriters ”) hereby offer to purchase, severally and not jointly, from Energy Fuels Inc. (the “ Corporation ”) (with the right to substitute purchasers), and the Corporation agrees to issue and sell to the Underwriters, 35,715,000 units of the Corporation (the “ Units ”) at price of Cdn.$0.14 or US$0.135 per Unit (the “ Offering Price ”), subject to the Liability Reduction (as defined herein). Each Unit consists of one common share in the capital of the Corporation (a “ Common Share ”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a “ Warrant Share ”) at a price of Cdn.$0.19 at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein). The offering of the Units by the Corporation is hereinafter referred to as the “ Offering ”.

    In addition, the Corporation hereby grants an option (the “ Underwriters’ Option ”) to the Underwriters entitling the Underwriters to acquire from the Corporation, on and subject to the terms contained herein, up to 11,665,791 additional Units (the “ Optioned Units ”) at the Offering Price. If and to the extent that Dundee shall have determined to exercise, on behalf of the Underwriters, the Underwriters’ Option, the Underwriters shall have the right to purchase, severally and not jointly, the Optioned Units from the Corporation on the same basis as the Units. If Dundee, on behalf of the Underwriters, elects to exercise such Underwriters’ Option, Dundee shall notify the Corporation in writing not later than 48 hours prior to the Time of Closing (as defined herein), which notice shall specify the number of Optioned Units to be purchased by the Underwriters at the Time of Closing. If any Optioned Units are purchased, each Underwriter agrees, severally and not jointly, to purchase the percentage of such Optioned Units (subject to such adjustments to eliminate fractional Units as Dundee may determine) equal to the percentage set out opposite the name of such Underwriter in Section 14 of this Agreement. Unless otherwise specifically referenced or unless the context otherwise requires, all references to “Units” herein shall include the Optioned Units.

    It is understood that the sale of the Units to the Purchasers (as defined herein) will take place only (i) in each of the provinces and territories of Canada (the “ Offering Jurisdictions ”); (ii) in the United States in transactions that are exempt from registration under the U.S. Securities Act (as defined herein) and applicable state securities laws; and (iii) in jurisdictions other than Canada and the United States as may be agreed to by the Corporation, acting reasonably, provided that the Corporation is not required to file a prospectus, registration statement or other disclosure document or become subject to continuing obligations in such other jurisdictions, in each case in accordance with the provisions of this Agreement (as defined herein).


    - 2 -

    Interpretation

    Unless expressly provided otherwise, where used in this Agreement or any schedule hereto, the following terms shall have the following meanings, respectively:

    Agreement means the agreement resulting from the acceptance hereof by the Corporation;

    AIF ” means the annual information form of the Corporation for its fiscal year ended September 30, 2012, dated December 30, 2012;

    Applicable Securities Laws ” means, collectively, the applicable securities laws of the Offering Jurisdictions, the regulations, rules, rulings and orders made thereunder, the applicable published policy statements issued by the Securities Commissions (as defined herein) thereunder and the securities legislation and published policies of each other jurisdiction (including, without limitation, the United States) the securities laws of which are applicable to the sale of the Units on the terms and conditions set out in this Agreement;

    Arizona Strip Mines ” means the Corporation’s interest in and to the three developed and partially developed mines, which for greater certainty include the Arizona 1, Canyon and Pinenut mines located on the Arizona/Utah state line, as more fully described in the Arizona Strip Mines Report;

    Arizona Strip Mines Report ” means the technical report dated June 27, 2012 entitled “Technical Report on the Arizona Strip Uranium Property, Arizona, U.S.A” prepared by Thomas C. Pool and David A. Ross of Roscoe Postle Associates Inc. in respect of the Arizona Strip Mines;

    Business Day ” means any day except Saturday, Sunday or a statutory holiday in Toronto, Ontario;

    Claims ” has the meaning ascribed thereto in Section 12;

    Closing ” means the completion of the issue and sale by the Corporation of the Units and, if applicable, the Optioned Units, pursuant to this Agreement and the Subscription Agreements;

    Closing Date ” means the date of the Closing, namely June 13, 2013, or such other date as the Underwriters and the Corporation may agree;

    Colorado Plateau Mines ” means the Corporation’s interest in and to the uranium and vanadium mines located on the border of Utah and Colorado, which for greater certainty include, the La Sal, Van 4, Sunday and East Canyon (Rim) zones, as more particularly described in the management information circular of the Corporation dated May 28, 2012 in respect of the special meeting of shareholders held on June 25, 2012;

    Common Shares ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Compensation Option Certificates ” means the form of certificates to be issued by the Corporation to evidence the Compensation Options;

    Compensation Options ” has the meaning ascribed thereto in subsection 2(c);

    Compensation Securities has the meaning attributed thereto in Section 3;

    Compensation Share ” has the meaning ascribed thereto in subsection 2(c);

    Continuing Underwriters ” has the meaning ascribed thereto in Section 14;


    - 3 -

    Corporation ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Daneros Mine ” means the Corporation’s interest in and to the uranium mine located in the White Canyon district of southeastern Utah, as more fully described in the Daneros Mine Report;

    Daneros Mine Report ” means the technical report dated July 18, 2012 entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A.” prepared by Douglas C. Peters of Peters Geosciences, Golden, Colorado in respect of the Daneros Mine;

    Disclosure Documents ” means, collectively, all of the documentation which has been filed by or on behalf of the Corporation since September 30, 2010 with the relevant securities regulatory authorities pursuant to the requirements of Applicable Securities Laws;

    Dundee ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Energy Queen Mine ” means the Corporation’s interest in and to the mine project located approximately three miles west of the town of LaSal, Utah, consisting of a core property of 702 acres of land in sections 6 and 7, T29S, R24E, SLPM, in San Juan County, Utah, as more fully described in the Energy Queen Mine Report;

    Energy Queen Mine Report ” means the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Property, San Juan County, Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in respect of the Energy Queen Mine;

    Environmental Laws ” has the meaning ascribed thereto in subsection 4(nn);

    Environmental Permits ” has the meaning ascribed thereto in subsection 4(pp);

    Exchange ” means the Toronto Stock Exchange;

    Exchange Letter ” means the letter dated June 12, 2013 from the Exchange conditionally accepting the Offering;

    Financial Statements ” has the meaning ascribed thereto in subsection 4(j);

    Gross Proceeds ” means the gross proceeds raised from the sale of the Units;

    Hazardous Substances ” has the meaning ascribed thereto in subsection 4(nn);

    Henry Mountains Complex ” means the Corporation’s interest in and to the uranium complex in southern Utah, which, for greater certainty, includes the Bullfrog property and the Tony M. property, as more fully described in the Henry Mountains Complex Report;

    Henry Mountains Complex Report ” means the technical report dated June 27, 2012 entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A” prepared by William E. Roscoe, Douglas H. Underhill and Thomas C. Pool of Roscoe Postle Associates Inc. in respect of the Henry Mountains Complex;

    IFRS ” has the meaning ascribed thereto in subsection 4(j);

    Indemnified Party ” has the meaning ascribed thereto in Section 12;


    - 4 -

    Indemnitor ” has the meaning ascribed thereto in Section 12;

    knowledge ” means, as it pertains to the Corporation, the actual knowledge of the executive officers of the Corporation in office as at the date of this Agreement, together with the knowledge which they would have had if they had conducted a diligent inquiry into the relevant subject matter, but without the requirement to make any inquiries of governmental authorities or to perform any search of any public registry office or system;

    Letter Agreement ” has the meaning ascribed thereto in Section 12;

    Liability Reduction ” means the ability of the Underwriters, in their sole and absolute discretion, to reduce the size of the Offering by an amount which does not exceed the amount by which the aggregate Offering Price subscribed for by Partially Excluded Purchasers is less than $1,500,000;

    Losses ” has the meaning ascribed thereto in Section 12;

    material adverse change ” or “ material adverse effect ” means any change or effect on the Corporation and the Subsidiaries or their respective businesses that is or is reasonably likely to be materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and the Subsidiaries and their respective businesses, taken as a whole, after giving effect to this Agreement and the transactions contemplated hereby or that is or is reasonably likely to be materially adverse to the completion of the transactions contemplated by this Agreement;

    Material Agreement ” means any material mortgage (or other form of material indebtedness), note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or a Subsidiary is a party or by which the Corporation, a Subsidiary or a material portion of the assets of the Corporation is bound;

    material fact ” means a material fact for the purposes of the Applicable Securities Laws or any of them or where undefined under the Applicable Securities Laws of a jurisdiction means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the Corporation’s securities;

    Material Properties ” means, collectively, the Whirlwind Mine, Energy Queen Mine, Sage Plain Project, Piñon Ridge Mill Site, Sheep Mountain Project, White Mesa Mill, Colorado Plateau Mines, Henry Mountains Complex, Arizona Strip Mines and the Daneros Mine;

    Material Subsidiaries ” means the subsidiaries of the Corporation listed in Part 1 of Schedule “B”;

    MD&A ” means the management’s discussion and analysis of the Corporation for the three and six month periods ended March 31, 2013;

    misrepresentation ” means a misrepresentation for the purposes of the Applicable Securities Laws or any of them or where undefined under the Applicable Securities Laws of a jurisdiction means (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

    NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

    “NI 45-106 ” means National Instrument 45-106 – Prospectus and Registration Exemptions ;


    - 5 -

    OFAC ” has the meaning ascribed thereto in subsection 4(bbb);

    Offering ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Offering Jurisdictions ” has the meaning ascribed thereto in the third paragraph of this Agreement;

    Offering Price ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Optioned Units ” has the meaning ascribed thereto in the second paragraph of this Agreement;

    Partially Excluded Purchasers ” means those Purchasers introduced to the Underwriters by the Corporation, whose subscriptions for Units shall not exceed an aggregate Offering Price of $2,014,958.72;

    Permits has the meaning ascribed thereto in subsection 4(uu);

    person ” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

    Piñon Ridge Mill Site ” means the Corporation’s interest in and to the 880 acre site located approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which the Corporation intends to build the Piñon Ridge uranium mill;

    Private Placement Exemption ” means the “accredited investor” exemption under section 2.3 of NI 45-106;

    Project Rights ” has the meaning ascribed thereto in subsection 4(uu);

    Purchasers ” means, collectively, those persons who are purchasing the Units as contemplated herein, including Substituted Purchasers and/or the Underwriters;

    Refusing Underwriter ” has the meaning ascribed thereto in Section 14;

    Regulation D ” means Regulation D adopted by the U.S. Securities Exchange Commission under the U.S. Securities Act;

    Regulation S ” means Regulation S adopted by the U.S. Securities Exchange Commission under the U.S. Securities Act;

    Relevant Proportions ” has the meaning ascribed thereto in Section 14;

    Rights Plan ” means the shareholder rights agreement dated February 2, 2009 made between the Corporation and CIBC Mellon Trust Company as rights agent, which agreement was renewed by the shareholders of the Corporation at the annual and special meeting of shareholders of the Corporation held on January 20, 2012;

    Sage Plain Project ” means the Corporation’s interest in and to the mineral property located in San Juan County, Utah and San Miguel County, Colorado and is comprised of three private mineral leases, four Utah State leases and 94 unpatented mining claims covering approximately 5,635 acres, as more fully described in the Sage Plain Project Report;


    - 6 -

    Sage Plain Project Report ” means the technical report dated December 16, 2011 entitled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (including the Calliham Mine and Sage Mine), San Juan County, Utah and San Miguel County, Colorado”, prepared by Douglas C. Peters of Peters Geosciences, Golden, Colorado in respect of the Sage Plain Project;

    Securities Commissions ” means the applicable securities regulatory authorities in the Offering Jurisdictions;

    Sheep Mountain Project ” means the Corporation’s interest in and to the mineral property located in Fremont County, Colorado and comprised of: (a) 179 unpatented mining claims in land managed by the U.S. Bureau of Land Management covering approximately 3,205 acres; (b) a state of Wyoming lease covering approximately 640 acres; and (c) approximately 630 acres of private land held in fee or under leases or surface agreements, as more fully described in the Sheep Mountain Project Report;

    Sheep Mountain Project Report means the technical report dated April 13, 2012 entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA – Updated Preliminary Feasibility Study – National Instrument 43-101 Technical Report” prepared by Douglas L. Beahm, of BRS Engineering in respect of the Sheep Mountain Project;

    Subscription Agreements ” means, collectively, the subscription agreements in the forms agreed to between the Corporation and the Underwriters to be entered into between the Substituted Purchasers and the Corporation in respect of the Offering, as amended or supplemented;

    Subsidiaries ” means the subsidiaries of the Corporation listed in Parts 1 and 2 of Schedule “B”;

    Substituted Purchasers ” has the meaning ascribed thereto in Section 1;

    Taxes ” has the meaning ascribed thereto in subsection 4(l);

    Technical Reports ” means collectively, the Whirlwind Mine Report, the Energy Queen Mine Report, the Sage Plain Report, the Sheep Mountain Report, the Henry Mountains Complex Report, the Arizona Strip Mines Report and the Daneros Mine Report;

    Time of Closing ” means 11:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Underwriters may agree;

    Title Opinions ” means opinions with respect to title to, and the interest of, the Corporation and/or the Subsidiaries in, the Material Properties issued on July 24, 2012 in connection with the offering of unsecured subordinated debentures of the Corporation for aggregate gross proceeds of $22,000,000;

    Transfer Agent ” means the registrar and transfer agent of the Corporation, namely Canadian Stock Transfer Company Inc.;

    Underwriters ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Underwriters’ Option has the meaning ascribed thereto in the second paragraph of this Agreement;

    Underwriting Fee ” has the meaning ascribed thereto in subsection 2(a);

    United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;


    - 7 -

    United States Purchaser ” means a purchaser who is in the United States or purchasing for the account or benefit of a person in the United States or a U.S. Person;

    Units ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S;

    U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;

    Warrant Indenture ” means the warrant indenture between CIBC Mellon Trust Company and the Corporation dated June 13, 2013 in connection with the registration and issuance of the Warrants;

    Warrant Shares ” has the meaning ascribed to such term in the first paragraph of this Agreement;

    Warrants ” has the meaning ascribed to such term in the first paragraph of this Agreement;

    Whirlwind Mine ” means the Corporation’s interest in and to the mine project located in the Beaver Mesa District of the Uravan Mineral Belt, approximately four miles southwest of Gateway, Colorado and consisting of 216 unpatented claims, covering approximately 4,380 acres, and Utah State Mineral Lease number ML-49312 for a total of approximately 4,700 acres, as more fully described in the Whirlwind Mine Report;

    Whirlwind Mine Report ” means the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, prepared by Douglas C. Peters of Peters Geosciences, Golden, Colorado in respect of the Whirlwind Mine; and

    White Mesa Mill ” means the Corporation’s interest in and to the White Mesa mill, a 2,000-ton per day uranium and vanadium processing facility located near Blanding, Utah.

    The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement. Unless otherwise expressly provided, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

    If any provision of this Agreement shall be adjudged by a competent authority to be invalid or for any reason unenforceable, such invalidity or unenforceability shall not affect the validity, enforceability or operation of any other provision herein.

    The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

    Schedule “A” – United States Offers and Sales
    Schedule “B” – Subsidiaries
    Schedule “C” – List of Convertible Securities


    - 8 -

    1.

    Nature of Transaction

         
    (a)

    The Corporation understands that although the offer to purchase the Units is being made by the Underwriters as Purchaser, the Underwriters will endeavour to arrange for substituted purchasers (collectively, the “ Substituted Purchasers ”) for the Units in the Offering Jurisdictions, subject to acceptance by the Corporation, acting reasonably, of the Subscription Agreements. The Underwriters acknowledge that, subject to the Liability Reduction and the conditions contained in Section 6 being satisfied and subject to the rights of the Underwriters contained in Section 7, the Underwriters are obligated to purchase or cause to be purchased all of the Units and that such obligation is not subject to the Underwriters being able to arrange for Substituted Purchasers.

         
    (b)

    Each Purchaser resident in Canada shall purchase the Units under the Private Placement Exemption. The Underwriters will notify the Corporation with respect to the identity of any Purchaser as soon as practicable and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements of the applicable Offering Jurisdictions relating to the sale of the Units. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation and to pay all filing fees in connection with the purchase and sale of the Units so that the distribution of such securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in Canada or comparable document elsewhere. The Underwriters undertake to use commercially reasonable efforts to cause Purchasers to complete any forms required by Applicable Securities Laws if so required.

         
    (c)

    Any offer and sale of Units in the United States or for the account or benefit of any person in the United States or a U.S. Person shall be made pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws and in accordance with the terms and conditions set out in Schedule “A” to this Agreement, which schedule is incorporated by reference and forms part of this Agreement. The Corporation and the Underwriters shall, and the Underwriters shall cause their respective U.S. broker-dealer affiliate through which sales of Units in the United States or for the account or benefit of a person in the United States or a U.S. Person are to be effected to, comply with the terms and conditions set out therein.

         
    (d)

    The Corporation understands and agrees that the Underwriters may arrange for Purchasers of the Units in jurisdictions other than Canada and the United States, on a private placement basis and pursuant to Rule 903 of Regulation S, provided that the sale of such Units does not contravene the Applicable Securities Laws of the jurisdiction where the Purchaser is resident and provided that such sale does not trigger (i) any obligation to prepare and file a prospectus, registration statement or similar disclosure document, or (ii) any registration, filing or other obligation on the part of the Corporation including, but not limited, to any continuing obligation in that jurisdiction.

         
    (e)

    If physical certificates representing the Common Shares forming part of the Units and the certificates representing the Warrants are issued and delivered to Purchasers at Closing, such certificates shall contain such restrictive legends as are set forth in the Subscription Agreements as applicable to (i) Purchasers resident in Canada or outside the United States; and (ii) United States Purchasers, respectively.



    - 9 -

    2.

    Underwriters’ Compensation

         
    (a)

    In consideration for the performance of its obligations hereunder, the Corporation shall, subject to the provisions of this Agreement, pay to the Underwriters an aggregate fee (the “ Underwriting Fee ”) equal to 6% of the Gross Proceeds (it being acknowledged and agreed that the Underwriting Fee shall be reduced to 2% with respect to the sale of Units to any Partially Excluded Purchasers).

         
    (b)

    The Underwriters may retain one or more registered securities brokers or investment dealers to act as selling agent in connection with the sale of the Units but the compensation payable to such selling agent shall be the sole responsibility of the Underwriters, and only as permitted by and in compliance with all Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and the Underwriters will require each such selling agent to so agree.

         
    (c)

    In addition to the Underwriting Fee, as additional consideration for the performance of its obligations hereunder, the Corporation shall issue to the Underwriters (in such name or names as the Underwriters may direct in writing, provided that no such issue will be made in the United States or to or for the benefit or account of U.S. Persons) at the Time of Closing, compensation options (the “ Compensation Options ”) entitling the Underwriters to purchase, in the aggregate, that number of Common Shares (the “ Compensation Shares ”) as is equal to 6% of the aggregate number of Units sold hereunder (it being acknowledged and agreed that no Compensation Options shall be issued to the Underwriters with respect to the sale of Units to the Partially Excluded Purchasers). Each Compensation Option shall be exercisable for one Compensation Share at any time that is within 24 months from the Closing Date at a price of $0.18 per Compensation Share.

       
    3.

    Covenants and Certification of the Underwriters

    The Underwriters covenant, severally and not jointly, with the Corporation that they will:

      (a)

    conduct activities in connection with arranging for Purchasers of the Units in compliance with the Applicable Securities Laws;

         
      (b)

    not deliver to any prospective Purchaser any document or material which constitutes an offering memorandum under Applicable Securities Laws;

         
      (c)

    not solicit offers to purchase or sell the Units so as to require registration thereof or filing of a prospectus with respect thereto or continuing obligations on the part of the Corporation under the laws of any jurisdiction including, without limitation, the United States or any state thereof, and not solicit offers to purchase or sell the Units in any jurisdiction outside of Canada where the solicitation or sale of the Units would result in any statutory ongoing disclosure requirements in such jurisdiction or any registration requirements in such jurisdiction on the part of the Corporation except for the filing of a notice or report of the solicitation or sale;

         
      (d)

    obtain from each Substituted Purchaser an executed Subscription Agreement in the form agreed to by the Corporation and the Underwriters relating to the transactions herein contemplated, together with all documentation as may be necessary in connection with subscriptions for the Units;



    - 10 -

      (e)

    refrain from any form of general advertising or any form of general solicitation in connection with the Offering in (A) printed media of general and regular circulation or any similar medium, (B) radio, (C) television, or (D) electronic media or conduct any seminar or meeting concerning the offer and sale of the Units whose attendees have been invited by any form of general solicitation or general advertising, and not make use of any green sheet or other internal marketing document without the written consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld or delayed; and

         
      (f)

    comply with, and ensure that they and their selling agents and their respective directors, officers, employees and affiliates comply with all Applicable Securities Laws and the terms and conditions set forth in this Agreement.

    Each of the Underwriters hereby certifies that it is an “accredited investor” as defined under NI 45-106 by virtue of being a company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer (other than a limited market dealer) and is acquiring the Compensation Options as principal for its own account and not for the benefit of any other person.

    The Underwriters acknowledge that the Compensation Options and the Compensation Shares (collectively, the “ Compensation Securities ”) have not been and will not be registered under the U.S. Securities Act, and the Compensation Warrants may not be exercised in the United States or by, or for the account or benefit of, any U.S. Person (as such term is defined under Regulation S) or person in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act. In connection with the issuance of the Compensation Securities, as the case may be, each of the Underwriters represents and warrants that it is not a U.S. Person and this Agreement was executed and delivered outside the United States.

    4.

    Representations and Warranties of the Corporation

    The Corporation hereby represents and warrants to the Underwriters (on their own behalf and on behalf of each of the Purchasers) that as at the date hereof:

      (a)

    the Corporation has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates;

         
      (b)

    to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation;

         
      (c)

    the Corporation has no subsidiaries or affiliates other than the Subsidiaries, and each Material Subsidiary and the Corporation’s direct and indirect holdings in each such Material Subsidiary are as set out in Part 1 of Schedule “B” and the Corporation beneficially owns, directly or indirectly, the percentage indicated therein of the issued and outstanding shares in the capital of the Material Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of the Subsidiaries or any other security convertible into or exchangeable for any such shares;



    - 11 -

      (d)

    each Subsidiary has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets;

         
      (e)

    no Subsidiary (other than a Material Subsidiary) has any material assets or liabilities or is a party to any material agreement and no material revenues are booked through any Subsidiary (other than the Material Subsidiaries);

         
      (f)

    the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any person, other than: (i) the Subsidiaries; and (ii) approximately 16.5% of the currently outstanding voting shares of Virginia Energy Resources Inc.;

         
      (g)

    all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates and the issuance of the Common Shares forming part of the Units, the Warrant Shares and the Compensation Shares and the completion of the transactions contemplated hereby, have been made or obtained, as applicable subject to certain specified conditions and exceptions contained in the Exchange Letter and the Corporation filing with the Securities Commissions, within 10 days from the date of the sale of the Units, a Form 45-106F1 prepared and executed in accordance with the Applicable Securities Laws and accompanied by the prescribed fees and fee checklist form, if any, the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Units in the United States and all amendments required to be filed as a result of subsequent sales of Units in the United States, and the Corporation filing within prescribed time periods any notices required to be filed with state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act;

         
      (h)

    the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened;

         
      (i)

    the definitive form of certificate representing the Common Shares is in proper form under the laws of the Province of Ontario and complies with the requirements of the Exchange and does not conflict with the constating documents of the Corporation;

         
      (j)

    the audited consolidated financial statements of the Corporation for the fiscal year ended September 30, 2012 and the unaudited interim financial statements of the Corporation for the three and six month periods ended March 31, 2013 (collectively, the “ Financial Statements ”) (i) have been prepared in accordance with the requirements of the International Financial Reporting Standards (“ IFRS ”), consistently applied throughout the periods referred to therein, (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements;



    - 12 -

      (k)

    during the past three years, the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to do so or otherwise effected any return of capital with respect to such shares;

         
      (l)

    all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by each of the Corporation and the Subsidiaries have been paid; all tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; to the knowledge of the Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation or any Subsidiary;

         
      (m)

    the auditors of the Corporation who audited the consolidated financial statements of the Corporation for the fiscal year ended September 30, 2012 and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws;

         
      (n)

    there has never been a reportable disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure ) with the present or former auditors of the Corporation;

         
      (o)

    each of the Corporation and the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

         
      (p)

    each of the Corporation and the Subsidiaries has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Corporation’s board of directors considers reasonable and appropriate in the Corporation’s circumstances and in accordance with the provisions of IFRS;



    - 13 -

      (q)

    the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; each member of the audit committee is “independent” within the meaning of such instrument;

         
      (r)

    as at the Closing Date, except in respect of the Rights Plan and except for the Warrants, Compensation Options and as set forth in Schedule “C” to this Agreement, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding;

         
      (s)

    except as disclosed in the AIF and/or the MD&A, no legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of their respective property is subject that would result individually or in the aggregate in a material adverse change in the operation, business or condition of the Corporation or any Subsidiary, and to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, a Subsidiary or any of their respective properties;

         
      (t)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a material adverse effect on the Corporation or any of the Subsidiaries;

         
      (u)

    the Corporation is a reporting issuer under the Applicable Securities Laws in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador; the Corporation is not in default in any material respect of any requirement of the Applicable Securities Laws of the Offering Jurisdictions nor is included in a list of defaulting reporting issuers maintained by the Securities Commissions. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change;

         
      (v)

    the execution and delivery of each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates and the compliance with all provisions contemplated thereunder, the offering and sale of the Units and the issuance of the Common Shares and Warrants forming part of the Units and the Compensation Shares does not and will not:



    - 14 -

        (i)

    require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be required under the applicable by-laws, policies, regulations and prescribed forms of the Exchange;


        (ii)

    result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with:

             
        (1)

    any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or any Subsidiary;

             
        (2)

    to the best of the Corporation’s knowledge, any statute, rule, regulation or law applicable to the Corporation or any Subsidiary, including, without limitation, the Applicable Securities Laws of the Offering Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or any Subsidiary; or

             
        (3)

    any Material Agreement; and

             
        (iii)

    give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or any Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any Subsidiary or any of their respective properties;


      (w)

    upon the execution and delivery thereof, each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

         
      (x)

    at the Time of Closing, all necessary corporate action will have been taken by the Corporation to: (a) validly issue the Common Shares forming part of the Units as fully paid and non-assessable securities in the capital of the Corporation; (b) validly create, authorize and issue the Warrants and the Compensation Options; and (c) allot, reserve and authorize the issuance of the Warrant Shares and Compensation Shares, as fully paid and non-assessable securities in the capital of the Corporation upon the due exercise of the Warrants and the Compensation Options, as the case may be;

         
      (y)

    the authorized capital of the Corporation consists of an unlimited number of Common Shares without par value, an unlimited number of preferred shares issuable in series and an unlimited number of Series A preferred shares, of which, as of June 12, 2013, 706,151,357 Common Shares are issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued and outstanding;



    - 15 -

      (z)

    all information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided to the Underwriters, including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Underwriters are, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading;

         
      (aa)

    the Corporation made available to the respective authors thereof prior to the issuance of the Technical Reports, for the purpose of preparing the Technical Reports, as applicable, all information requested, and to the knowledge of the Corporation, no such information contained any material misrepresentation as at the relevant time the relevant information was made available; the Corporation does not have any knowledge of a material adverse change in any production, cost, price, reserves or other relevant information provided since the dates that such information was so provided;

         
      (bb)

    the Technical Reports complied in all material respects with the requirements of NI 43- 101 as at the date of each such report; since the date of preparation of the Technical Reports there has been no change that would disaffirm or change any aspect of the Technical Reports in any material respect;

         
      (cc)

    the Corporation is in compliance with NI 43-101 in all material respects and has filed all technical reports required thereby;

         
      (dd)

    the mining concessions or equivalent thereof described in the Title Opinions constitute all of the mining concessions comprising the Material Properties and, to the knowledge of the Corporation, the Title Opinions are correct and complete in all respects on the date hereof;

         
      (ee)

    the Corporation has, and to the knowledge of the Corporation, the directors and officers of the Corporation have in all material respects answered every question or inquiry of the Underwriters and their counsel in connection with the Underwriters’ due diligence investigations fully and truthfully;

         
      (ff)

    the Corporation intends to use the proceeds of the Offering to fund exploration and development on its Material Properties and for general corporate purposes;

         
      (gg)

    except as contemplated hereby (including any selling agent retained by the Underwriters pursuant to subsection 2(b)), there is no person acting or purporting to act at the request of the Corporation, who is entitled to any brokerage or agency fee in connection with the transactions contemplated herein;

         
      (hh)

    all disclosure filings required to be made by the Corporation pursuant to the Applicable Securities Laws have been made and such disclosure and filings were true and accurate as at the respective dates thereof and the Corporation has not filed any confidential material change reports;

         
      (ii)

    the Corporation is not aware of any legislation, or proposed legislation (published by a legislative body), which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation and the Subsidiaries, taken as a whole;



    - 16 -

      (jj)

    each of the Corporation and the Subsidiaries is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact of the Corporation or any Subsidiary or result in a material adverse change to the Corporation or any Subsidiary;

         
      (kk)

    there has not been and there is not currently any labour disruption or conflict which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Corporation or any Subsidiary;

         
      (ll)

    except as disclosed in the AIF and/or MD&A, neither the Corporation nor any Subsidiary has any loans or other indebtedness outstanding which have been made to any of their respective shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them, other than inter-corporate loans made between the Corporation and one or more Subsidiaries, or between two Subsidiaries;

         
      (mm)

    except in relation to the: (i) public offering of convertible debentures of the Corporation completed on July 24, 2012; (ii) private placement offering of units of the Corporation completed on June 21, 2012; (iii) acquisition by the Corporation of the US mining division from Denison Mines Corp.; (iv) acquisition by the Corporation of Titan Uranium Inc.; and (v) loan advances made to Titan Uranium Inc. by Pinetree Resource Partnership, none of the directors, officers or employees of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (Ontario)), has had any material interest, direct or indirect, in any material transaction within the previous one year or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation and the Subsidiaries, taken as a whole;

         
      (nn)

    the Corporation maintains insurance covering the properties, operations, personnel and businesses of the Corporation and its Subsidiaries as the Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Corporation, its Subsidiaries and the business of the Corporation and its Subsidiaries; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;

         
      (oo)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries is in compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “ Environmental Laws ”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “ Hazardous Substances ”) except where such non-compliance would not constitute an adverse material fact in respect of the Corporation or any Subsidiary or result in a material adverse change to the Corporation or any Subsidiary;

         
      (pp)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “ Environmental Permits ”) necessary as at the date hereof for the operation of the businesses currently carried on by the Corporation and the Subsidiaries and each Environmental Permit is valid, subsisting and in good standing and neither the Corporation nor the Subsidiaries is in material default or breach of any Environmental Permit and, to the knowledge of the Corporation, no proceeding is pending or threatened to revoke or limit any Environmental Permit;



    - 17 -

      (qq)

    neither the Corporation nor any Subsidiary has used, except in compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;

         
      (rr)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries (including, if applicable, any predecessor companies) has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law, and neither the Corporation nor any of the Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of non-compliance short of prosecution. Except as disclosed in the AIF and/or MD&A, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or any Subsidiary, nor has the Corporation or any Subsidiary received notice of any of the same;

         
      (ss)

    except as disclosed in the AIF and/or MD&A, neither the Corporation nor any Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Corporation nor any Subsidiary has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;

         
      (tt)

    the Material Properties are the only material properties in which the Corporation or any of the Subsidiaries has an interest; the Corporation and each of the Subsidiaries holds either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which the Corporation or any of the Subsidiaries has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation or any of the Subsidiaries to explore for and exploit the minerals relating thereto, all leases or claims and permits relating to the Material Properties in which the Corporation or any of the Subsidiaries has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the Corporation and each of the Subsidiaries has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Properties in which the Corporation or any of the Subsidiaries has an interest granting the Corporation or any of the Subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Corporation and the Subsidiaries, as applicable, with only such exceptions as do not materially interfere with the use made by the Corporation or any of the Subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Corporation or a Subsidiary; except as disclosed in the AIF and/or MD&A, neither the Corporation nor any Subsidiary has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof;



    - 18 -

      (uu)

    the Corporation or the Subsidiaries hold direct interests in the Material Properties, as described in the AIF and/or MD&A (the “ Project Rights ”), free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no other property rights are necessary for the conduct of the business of the Corporation or any of the Subsidiaries as currently conducted; except as disclosed in the AIF and/or MD&A, the Corporation does not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;

         
      (vv)

    the Corporation and each of the Subsidiaries has identified all the material permits, certificates, and approvals (collectively, the “ Permits ”) which are or will be required for the exploration, development and eventual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Corporation or the Subsidiaries; and neither the Corporation nor any of the Subsidiaries knows of any issue or reason why the Permits should not be approved and obtained in the ordinary course;

         
      (ww)

    all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Corporation and the Subsidiaries in order to maintain their respective interests therein, if any, have been performed to date and the Corporation and each of the Subsidiaries has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Corporation or any of the Subsidiaries intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a material adverse effect; all such mining claims and mining rights are in good standing in all material respects as of the date of this Agreement;

         
      (xx)

    the Corporation is in material compliance with NI 43-101 and the Corporation has filed all technical reports required thereby;

         
      (yy)

    all mining operations on the properties of the Corporation and the Subsidiaries have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;

         
      (zz)

    there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or any Subsidiary except for ongoing assessments conducted by or on behalf of the Corporation or any Subsidiary in the ordinary course;



    - 19 -

      (aaa)

    neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, agent, employee or other person associated with or acting on behalf of the Corporation or any Subsidiary has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada), or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

         
      (bbb)

    none of the Corporation, any of its Subsidiaries or, to the knowledge of the Corporation, any director, officer, agent, employee or affiliate of the Corporation or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”), and the Corporation will not directly or indirectly use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

         
      (ccc)

    each of the Corporation and the Subsidiaries owns or has the right to use under license, sub-license or otherwise all material intellectual property used by the Corporation and the Subsidiaries in their respective business, including copyrights, industrial designs, trade marks, trade secrets, know how and proprietary rights, free and clear of any and all encumbrances and, without limiting the generality of the foregoing, the Corporation and the Subsidiaries own or have the exclusive right to use all databases, geological reports, maps and drill logs identified as having been acquired by the Corporation or the Subsidiaries in the Disclosure Documents; and

         
      (ddd)

    the Transfer Agent at its principal office in the City of Toronto, is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares.

    The Corporation acknowledges that the Underwriters and each of the Purchasers are relying upon such representations and warranties.

    5.

    Covenants of the Corporation

    The Corporation hereby covenants to and with the Underwriters (on their own behalf and on behalf of the Purchasers) that:

      (a)

    the Corporation will use its commercially reasonable efforts to maintain its status as a reporting issuer not in default in each of the Offering Jurisdictions in which it is a reporting issuer or the equivalent for a period of twenty-four months from the Closing Date;

         
      (b)

    the Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of twenty-four months following the Closing Date;

         
      (c)

    the Corporation will ensure that the Common Shares forming part of the Units, the Warrant Shares and the Compensation Shares will be conditionally approved for listing on the Exchange upon their issue;



    - 20 -

      (d)

    in the event any person acting or purporting to act for the Corporation establishes a claim from the Underwriters for any brokerage or agency fee in connection with the transactions contemplated herein, the Corporation shall indemnify and hold harmless the Underwriters with respect thereto and with respect to all costs reasonably incurred in the defence thereof unless such claim is made by a selling agent appointed by the Underwriters pursuant to subsection 2(b);

         
      (e)

    without the prior written consent of Dundee on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, the Corporation agrees not to issue, agree to issue, or announce an intention to issue, or dispose of in any way, any Common Shares or any securities convertible into or exercisable for Common Shares (except in connection with the exchange, transfer, conversion or exercise of existing outstanding securities or existing commitments to issue Common Shares), until the date that is 120 days following the Closing Date. For greater certainty, the foregoing shall not restrict or prevent the Corporation from issuing securities in consideration for the acquisition of mineral property interests or securities of issuers which hold uranium property interests, including, without limitation, the transaction with Strathmore Minerals Corp. referred to in the Corporation’s news release dated May 24, 2013; and

         
      (f)

    the Corporation shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated herein.


    6.

    Conditions to Closing

    The obligation of the Underwriters to purchase the Units on the Closing Date shall be subject to the following conditions, which conditions the Corporation covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Time of Closing and which conditions may be waived in writing in whole or in part by the Underwriters:

      (a)

    the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Units to the Purchasers prior to the Time of Closing as herein contemplated, it being understood that the Underwriters shall do all that is reasonably required to assist the Corporation to fulfil this condition, subject to certain specified conditions and exceptions contained in the Exchange Letter and the Corporation filing with the Securities Commissions, within 10 days from the date of the sale of the Units, a Form 45-106F1 prepared and executed in accordance with the Applicable Securities Laws and accompanied by the prescribed fees and fee checklist form, if any, the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Units in the United States or for the account or benefit of a person in the United States or a U.S. Person and all amendments required to be filed as a result of subsequent sales of Units in the United States or for the account or benefit of a person in the United States or U.S. Persons, and the Corporation filing within prescribed time periods any notices required to be filed with state securities authorities under applicable state securities laws in connection with the sale of the Units pursuant to an exemption from such state securities laws, including without limitation any Units sold pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act;



    - 21 -

      (b)

    the Corporation’s board of directors shall have authorized and approved the execution and delivery of this Agreement and the Warrant Indenture, the acceptance of the Subscription Agreements, if any, the allotment, issuance and delivery of the Common Shares forming part of the Units, the creation and issuance of the Warrants and the Compensation Options and, upon the due exercise of the Warrants, and Compensation Options, the allotment, issuance and delivery of the Warrant Shares and Compensation Shares, as the case may be, and all matters relating thereto;

         
      (c)

    the Corporation shall have accepted one or more subscriptions for Units from the Purchasers;

         
      (d)

    the Underwriters shall have received opinions, dated the Closing Date, of the Corporation’s counsel, Borden Ladner Gervais LLP and local counsel in any other Canadian province or territory where the Units are sold (it being understood that such counsel may rely to the extent appropriate in the circumstance (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s auditors or a public official) with respect to the following matters (with such opinions being subject to usual and customary assumptions and qualifications, including the qualifications set out below):


        (i)

    as to the incorporation and subsistence of the Corporation under the laws of the Province of Ontario and as to the corporate power of the Corporation to carry out its obligations under this Agreement and to issue the Common Shares forming part of the Units, the Warrants and the Compensation Securities;

           
        (ii)

    as to the authorized and issued capital of the Corporation;

           
        (iii)

    that the Corporation has all requisite corporate power and authority under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own or lease its properties and assets;

           
        (iv)

    that none of the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Indenture, the performance by the Corporation of its obligations hereunder and thereunder, or the sale or issuance of the Common Shares forming part of the Units, the Warrants, the Warrant Shares and the Compensation Securities will conflict with or result in any breach of the articles or by-laws of the Corporation;

           
        (v)

    that each of this Agreement, the Subscription Agreements, the Warrant Indenture and the Compensation Option Certificates has been duly authorized and executed and delivered by the Corporation, and constitutes a valid and legally binding obligation of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law;



    - 22 -

        (vi)

    that the Common Shares forming part of the Units have been validly issued as fully paid and non-assessable securities in the capital of the Corporation;

           
        (vii)

    that the Warrants and the Compensation Options have been duly and validly created and issued;

           
        (viii)

    that the Warrant Shares have been authorized and allotted for issuance to the Purchasers and, upon the issuance of the Warrant Shares following due exercise of the Warrants in accordance with the provisions of the Warrant Indenture and certificates representing the Warrants, the Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

           
        (ix)

    that the Compensation Shares have been authorized and allotted for issuance to the Underwriters and, upon the issuance of the Compensation Shares following due exercise of the Compensation Options in accordance with the respective terms thereof, the Compensation Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

           
        (x)

    that the issuance and sale by the Corporation of the Common Shares forming part of the Units and the Warrants to the Purchasers (other than United States Purchasers) and the issuance by the Corporation of the Compensation Options to the Underwriters are exempt from the prospectus requirements of the Applicable Securities Laws of the Offering Jurisdictions and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws of the Offering Jurisdictions to permit such issuance and sale;

           
        (xi)

    that the issuance of the Warrant Shares and Compensation Shares upon due exercise of the Warrants and Compensation Options, as the case may be, are exempt from the prospectus requirements of Applicable Securities Laws of the Offering Jurisdictions and that no other documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws of the Offering Jurisdictions to permit such issuance;

           
        (xii)

    that the first trade of the Common Shares forming part of the Units and the Warrants will be a “distribution” within the meaning of Applicable Securities Laws of the Offering Jurisdictions and subject to the prospectus requirements under the Applicable Securities Laws of the Offering Jurisdictions, unless such trade is otherwise exempt from the prospectus requirements under the Applicable Securities Laws of the Offering Jurisdictions, or unless the conditions set out in Section 2.5(2) of National Instrument 45-102 – Resale of Securities are satisfied;

           
        (xiii)

    that the first trade of the Warrant Shares and Compensation Shares to be issued upon the exercise of the Warrants and Compensation Options, as the case may be, will be a “distribution” within the meaning of Applicable Securities Laws of the Offering Jurisdictions and subject to the prospectus requirements under the Applicable Securities Laws of the Offering Jurisdictions, unless such trade is otherwise exempt from the prospectus requirements under the Applicable Securities Laws of the Offering Jurisdictions, or unless the conditions set out in Section 2.5(2) of National Instrument 45-102 – Resale of Securities are satisfied;



    - 23 -

        (xiv)

    that the Offering has been conditionally accepted by the Exchange; and

           
        (xv)

    as to such other matters as the Underwriters’ legal counsel may reasonably request prior to the Time of Closing;


      (e)

    the Underwriters shall have received favourable legal opinions by local counsel in the jurisdiction of incorporation of each Material Subsidiary, in form and substance satisfactory to the Underwriters, acting reasonably, dated the Closing Date and with respect to the following matters:


      (i)

    the incorporation and existence of the Material Subsidiary under the laws of its jurisdiction of incorporation;

           
      (ii)

    as to the registered ownership of the issued and outstanding shares of the Material Subsidiary; and

           
      (iii)

    that the Material Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own or lease its properties and assets;

           
      (f)

    if any of the Purchasers are in the United States, the Underwriters shall have received a legal opinion from Dorsey & Whitney LLP, United States counsel for the Corporation, dated as of the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, that the initial sale of the Units in the United States is not required to be registered under the U.S. Securities Act;

           
      (g)

    the Underwriters shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President and Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder;

           
      (h)

    the Underwriters shall have received a certificate, dated the Closing Date, of the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officer or officers of the Corporation acceptable to the Underwriters, acting reasonably), to the effect that, to their knowledge, information and belief, after due enquiry and without personal liability:

           
      (i)

    the representations and warranties of the Corporation in this Agreement are true and correct in all respects as if made at and as of the Time of Closing and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all respects at or prior to the Time of Closing;

           
      (ii)

    no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Units or securities underlying the Units in any of the Offering Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and no proceedings, investigations or enquiries for that purpose have been instituted or are pending;

           
      (iii)

    the constating documents of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof;



    - 24 -

      (iv)

    the minutes or other records of various proceedings and actions of the Corporation’s board of directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof;

           
      (v)

    since September 30, 2012, there has been no material adverse change in the business, affairs, operations, assets, liabilities or capital of the Corporation;

           
      (vi)

    none of the documents filed with applicable securities regulatory authorities since September 30, 2012 contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; and

           
      (vii)

    as at the close of business on June 12, 2013, there were 706,151,357 Common Shares issued and outstanding;

           
      (i)

    the Corporation shall not have received any notice from the Exchange that the Common Shares comprising the Units, Warrant Shares and Compensation Shares shall not be accepted for listing on the Exchange;

           
      (j)

    contemporaneously with Closing, each of the Corporation’s directors and officers will enter into agreements on terms and conditions satisfactory to the Underwriters, acting reasonably, in which they will covenant and agree that they will not, for a period of 120 days from the Closing, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Corporation held by them, directly or indirectly, unless they first obtain the prior written consent of Dundee, on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed.

           
      (k)

    that final acceptance of the Offering by the Exchange is subject only to the fulfilment of such other conditions of the Exchange as set out in the Exchange Letter;

           
      (l)

    the Underwriters shall have conducted all due diligence inquiries and investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation’s affairs which exist as of the date hereof but which have not been widely disseminated to the public;

           
      (m)

    the Underwriters shall have received confirmation from the Corporation that the Corporation is not on the defaulting issuer’s list (or equivalent) maintained by the Securities Commissions in the Offering Jurisdictions in which the Corporation is a reporting issuer; and

           
      (n)

    the Underwriters shall not have exercised any rights of termination set forth in Section 9.

    The Corporation agrees that the conditions contained in this Section 6 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and that it will use its best efforts to cause all such conditions to be complied with. The Corporation further agrees that all representations, warranties, covenants and other terms of this Agreement shall be and shall be deemed to be conditions, and any breach or failure to comply with any of them will entitle any of the Underwriters to terminate its obligations to purchase the Units, by written notice to that effect given to the Corporation at or prior to the Time of Closing. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance of the Corporation, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by each of the Underwriters.


    - 25 -

    The Corporation agrees that the aforesaid legal opinions and certificate to be delivered at the Time of Closing will be addressed to the Underwriters, the Underwriters’ counsel and the Purchasers and that the Underwriters may deliver copies thereof to such persons.

    7.

    Conflict of Interest

    The Corporation acknowledges that the Underwriters and their affiliates carry on a range of businesses, including providing stockbroking, investment advisory, research, investment management and custodial services to clients and trading in financial products as agent or principal. It is possible that the Underwriters and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Corporation agrees that these divisions and entities may hold such positions and effect such transactions without regard to the Corporation’s interests under this Agreement.

    8.

    Fiduciary

    The Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offer and sale of the Units. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Underwriters have not, and the Underwriters will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Underwriters with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.


    - 26 -

    9.

    Termination of Obligations

    If at any time before the Time of Closing:

      (a)

    there shall have occurred any material adverse change (actual, intended, anticipated or threatened) or the Underwriters shall have discovered any previously undisclosed adverse material fact in relation to the Corporation, which, in the sole opinion of the Underwriters (or any of them), prevents or restricts trading in or the distribution of the Units or securities underlying the Units or materially adversely affects or would reasonably be expected to materially adversely affect the market price or value of the Units or securities underlying the Units;

         
      (b)

    there shall have occurred any change in the applicable securities laws of any province of Canada or any inquiry, investigation or other proceeding is made by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof or any statute of the United States or any state thereof or any stock exchange in relation to the Corporation or any of its securities which, in the sole opinion of the Underwriters (or any of them), prevents or restricts trading in or the distribution of the Units or securities underlying the Units or materially adversely affects or would reasonably be expected to materially adversely affect the market price or value of the Units or securities underlying the Units;

         
      (c)

    there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, war or act of terrorism of national or international consequence or any law or regulation which, in the sole opinion of the Underwriters (or any of them), seriously adversely affects or involves, or will seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation;

         
      (d)

    a cease trading order with respect to any securities of the Corporation is made by any Securities Commission or other competent authority by reason of the fault of the Corporation or its respective directors, officers and agents and such cease trading order has not been rescinded within 24 hours;

         
      (e)

    the Corporation is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect; or

         
      (f)

    the Corporation receives notice from the Exchange that the Common Shares forming part of the Units, the Warrant Shares or the Compensation Shares shall not be accepted for listing on the Exchange,

    the obligations of the Underwriters contained in this Agreement may be terminated by the Underwriters (or any of them) in their sole discretion.

    Any termination pursuant to the foregoing provisions shall be effected by notice in writing delivered by the Underwriters to the Corporation at its address as herein set out. Notwithstanding the giving of any notice of termination hereunder, the expenses agreed to be paid by the Corporation shall be paid by the Corporation as herein provided and the obligations of the Corporation under Sections 11, 12 and 13 shall survive.


    - 27 -

    In the event of a termination pursuant to and in accordance with the provisions hereof and notice having been given, as aforesaid, there will be no further liability on the part of the Underwriters or the Corporation under this Agreement, except in respect of any liability which may have arisen or may thereafter arise pursuant to Sections 11, 12 and 13. The rights of the Underwriters to terminate their obligations hereunder are in addition to, and without prejudice to, any other remedies they may have.

    10.

    Closing

    Closing will be completed at the offices of Borden Ladner Gervais LLP, Scotia Plaza, 40 King Street West, Toronto, Ontario, or such other place or places as may be agreed upon by the Corporation and the Underwriters, at the Time of Closing, provided that if the Corporation has not been able to comply with any of the conditions to Closing set forth under “Conditions to Closing” prior to the Time of Closing, the Closing Date may be extended by mutual agreement of the Corporation and the Underwriters, failing which, the respective obligations of the parties will terminate without further liability or obligation except as set out under Sections 11, 12 and 13.

    At the Time of Closing, the Corporation shall deliver to the Underwriters:

      (a)

    certificates, duly registered as the Underwriters may direct, representing the Common Shares forming part of the Units,

         
      (b)

    certificates, duly registered as the Underwriters may direct, representing the Warrants;

         
      (c)

    Compensation Option Certificates, duly registered as the Underwriters may direct, representing the Compensation Options;

         
      (d)

    the requisite legal opinions and certificates as contemplated in Section 6;

         
      (e)

    a direction addressed to the Underwriters directing the Underwriters to pay the Gross Proceeds less the Underwriting Fee and the reasonable out-of-pocket expenses of the Underwriters including the fees and disbursements of counsel to the Underwriters; and

         
      (f)

    such further documentation as may be contemplated herein,

    against payment of the purchase price for the Units by certified cheque, bank draft or wire transfer to the Corporation as contemplated herein.

    11.

    Expenses

    Whether or not the Closing occurs, the Corporation shall pay all costs and expenses of or incidental to the Offering, including, without limitation, the costs and filing fees with respect to the private placement of the Units, the listing of the Common Shares, the Warrant Shares and the Compensation Shares on the Exchange, the cost of printing the certificates representing the Common Shares, Warrant Shares and Compensation Shares, the cost of registration and delivery of such certificates and the fees and expenses of the Corporation’s auditors, counsel and local counsel. The reasonable fees of the Underwriters’ legal counsel and consultants (up to a maximum of $50,000 (excluding applicable taxes and disbursements)) and the Underwriters’ reasonable out-of-pocket expenses shall be paid at Closing by the Corporation to the Underwriters upon written direction from the Underwriters as to such costs and expenses in a form acceptable to the Corporation, acting reasonably.


    - 28 -

    12.

    Indemnity


      (a)

    The Corporation (the “ Indemnitor ”) agrees to indemnify and hold harmless the Underwriters and each of their respective its affiliates, and each of their respective directors, officers, employees and agents (collectively, the “ Indemnified Parties ” and each, an “ Indemnified Party ”), to the full extent lawful, from and against all expenses, losses, claims, actions, damages and liabilities, joint or several, of any nature (including the reasonable fees and expenses of their respective counsel and other expenses, but not including any amount for lost profits) (collectively, “ Losses ”) that are incurred in investigating, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (collectively, the “ Claims ”) or to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims arise out of or are based upon, directly or indirectly, this Agreement or otherwise in connection with the matters referred to in the Letter Agreement, together with any Losses that are incurred in enforcing this indemnity.

         
      (b)

    This indemnity shall not be available to an Indemnified Party in respect of Losses incurred where a court of competent jurisdiction in a final judgment that has become non- appealable determines that such Losses resulted solely from the gross negligence or willful misconduct of the Indemnified Party.

         
      (c)

    The Indemnitor agrees that in case any legal proceeding shall be brought against, or an investigation is commenced in respect of, the Indemnitor and/or an Indemnified Party and an Indemnified Party or its personnel are required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of the this Agreement or otherwise in connection with the matters referred to in the Letter Agreement, the Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and out-of-pocket expenses incurred by the personnel of the Indemnified Party in connection therewith) shall be paid by the Indemnitor as they occur.

         
      (d)

    The Underwriters will notify the Indemnitor promptly in writing after receiving notice of an action, suit, proceeding or claim against an Underwriter or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, stating the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to an Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have incurred had the Underwriter not so delayed in giving, or failed to give, the notice required hereunder.

         
      (e)

    The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing acceptable to the Underwriters. Upon the Indemnitor notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnitor, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnitor, shall keep the Indemnitor advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.



    - 29 -

      (f)

    Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefore promptly after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party’s behalf) or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party’s behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

         
      (g)

    No admission of liability and no settlement of any Claim shall be made by the Indemnitor without the prior written consent of the Indemnified Parties affected.

         
      (h)

    The Indemnitor hereby acknowledges that the Underwriters act as trustee for the other Indemnified Parties of the Indemnitor’s covenants under this indemnity and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

         
      (i)

    The indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have (including under this Agreement or otherwise in connection with the matters referred to in the Letter Agreement), shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any other Indemnified Party. The foregoing provisions shall survive any termination of this Agreement.


    13.

    Contribution

    If for any reason (other than a determination as to gross negligence or willful misconduct referred to in subparagraph 12(b)) the indemnity is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any Claim, the Indemnitor shall contribute to the Losses paid or payable by such Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the Losses paid or payable by an Indemnified Party as a result of such Claim, the amount (if any) equal to: (i) such amount paid or payable, minus (ii) the amount of the fees received by the Indemnified Party, if any, under this Agreement.


    - 30 -

    14.

    Underwriters’ Obligations

    The Underwriters’ obligations under this Agreement shall be several and not joint, and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages (“ Relevant Proportions ”):

      Dundee Securities Ltd. 77.5%
      Haywood Securities Inc. 17.5%
      Cantor Fitzgerald Canada Corporation 5.0%

    If any Underwriter (a “ Refusing Underwriter ”) shall not complete the purchase and sale of the Units which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “ Continuing Underwriters ”) shall be entitled, at their option, to purchase all but not less than all of the Units which would otherwise have been purchased by such Refusing Underwriter. If the Continuing Underwriters do not elect to purchase the balance of the Units pursuant to the foregoing:

      (a)

    the Continuing Underwriters shall not be obliged to purchase any of the Units that any Refusing Underwriter is obligated to purchase; and

         
      (b)

    the Corporation shall not be obliged to sell less than all of the Units,

    and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of Sections 11, 12 and 13. Nothing in this Agreement shall oblige any U.S. Affiliate to purchase any Units. Notwithstanding the foregoing, the Refusing Underwriters shall not be entitled to the benefit of the provisions of Sections 11, 12 and 13 following such termination.

    15.

    Notice

    Any notice or other communication to be given by delivery or by facsimile hereunder shall, in the case of notice to the Corporation, be addressed to the Corporation at the address appearing on page 1 of this Agreement, Attention: Stephen P. Antony, President and Chief Executive Officer, Fax No. (303) 974-2141, and in the case of notice to the Underwriters:

      Dundee Securities Ltd.
      1 Adelaide Street East, Suite 2000
      Toronto, Ontario M5C 2V9
         
      Attention: Aaron Unger
      Fax: (416) 849-1380


    - 31 -

      Haywood Securities Inc.
      200 Burrard Street, Suite700
      Vancouver, British Columbia V6C 3L6
         
      Attention: Kevin Campbell
      Fax: (604) 697-7495
         
      Cantor Fitzgerald Canada Corporation
      181 University Avenue, Suite 1500
      Toronto, Ontario M5H 3M7
         
      Attention: Laurence Rose
      Fax: (416) 350-2985
         
      With a copy (for information purposes only and not constituting notice)
      to:  
         
      Heenan Blaikie LLP
      Bay Adelaide Centre
      333 Bay Street, Suite 2900
      Toronto, Ontario M5H 2T4
         
      Attention: Corey MacKinnon
      Fax: (416) 360-8425

    and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or one hour after being faxed and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number.

    16.

    Public Announcements

    If the Underwriters so request, the Corporation shall include a reference to the Underwriters and their role in the Offering in any press release or other public communication issued by the Corporation related to the Offering. The Corporation shall provide the Underwriters with a reasonable opportunity to review a draft of any proposed announcement and an opportunity to provide comments thereon. Provided the Offering is completed and the Underwriters are not in breach of any material provision of this Agreement, the Underwriters shall be permitted to publish, at their own expense, such advertisements or announcements relating to the services provided in respect of the Offering in such newspapers or other publications as the Underwriters considers appropriate.

    17.

    Time of the Essence

    Time shall be of the essence of this Agreement and every part hereof.

    18.

    Further Assurances

    Each of the parties hereto shall cause to be done all such acts and things or execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purposes of carrying out the provisions and intent of this Agreement.


    - 32 -

    19.

    Assignment

    Except as contemplated herein, no party hereto may assign this Agreement or any part hereof without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement shall enure to the benefit of, and shall be binding upon, the Corporation and the Underwriters and each of their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions contained in this Agreement, this Agreement and all conditions and provisions of this Agreement being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that the covenants and indemnities of the Corporation set out under the heading “Indemnity” shall also be for the benefit of the Underwriters’ Personnel.

    20.

    Counterpart Provision

    This Agreement may be executed in any number of counterparts, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document.

    21.

    Entire Agreement

    The provisions herein contained constitute the entire agreement between the parties relating to the Offering and supersede all previous communications, representations, understandings and agreements between the parties including, but not limited to, the Letter Agreement, with respect to the subject matter hereof whether verbal or written.

    22.

    Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

    23.

    Survival of Warranties, Representations, Covenants and Agreements

    All warranties, representations, covenants, indemnities and agreements of the Corporation and the Underwriters herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase by the Purchasers of the Units and shall continue in full force and effect for the benefit of the Underwriters and/or the Corporation for a period of two years from the Closing Date.

    24.

    Language

    The parties hereto confirm their express wish that this Agreement and all documents and agreements directly or indirectly relating thereto be drawn up in the English language.

    Les parties reconnaissent leur volonté express que la présente convention ainsi que tous les documents et contrats s’y rattachant directement ou indirectement soient rédigés en anglais.

    25.

    Facsimile

    The Corporation and the Underwriters shall be entitled to rely on delivery by facsimile or portable document format of an executed copy of this Agreement and acceptance by the Corporation and the Underwriters of that delivery shall be legally effective to create a valid and binding agreement between the Corporation and the Underwriters in accordance with the terms of this Agreement.


    - 33 -

    26.

    Acceptance

    If this letter accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation, please communicate acceptance by executing where indicated below and returning a signed copy of this Agreement to the Underwriters.

    [REMAINDER OF PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

     

     

     

     

     

     

     

     

     

     


    - 34 -

    Yours very truly,

    DUNDEE SECURITIES LTD.

    Per: (Signed) David G. Anderson
      Authorized Signing Officer

    HAYWOOD SECURITIES INC.

    Per: (Signed) “Kevin Campbell”
      Authorized Signing Officer

    CANTOR FITZGERALD CANADA CORPORATION

    Per: (Signed) “Laurence Rose”
      Authorized Signing Officer

    The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

    ENERGY FUELS INC.

    Per: (Signed) “Graham Moylan”
      Authorized Signing Officer


    SCHEDULE “A”

    UNITED STATES OFFERS AND SALES

    As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

      (a)

    Accredited Investor ” means an accredited investor that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D;

         
      (b)

    Directed Selling Efforts ” means directed selling efforts as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Units and includes the placement of any advertisement in a publication “with a general circulation in the United States”, as such phrase is defined in Rule 902(c) of Regulation S, that refers to the offering of the Units;

         
      (c)

    Foreign Issuer ” shall have the meaning ascribed thereto in Rule 902(e) Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

         
      (d)

    General Solicitation” or “General Advertising ” means “ general solicitation ” or “ general advertising ”, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in other any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act;

         
      (e)

    Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;

         
      (f)

    Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

         
      (g)

    SEC ” means the U.S. Securities and Exchange Commission;

         
      (h)

    Securities ” means units of the Corporation comprised of one Common Share and one- half of one Warrant;



    A - 2

      (i)

    Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

         
      (j)

    United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

         
      (k)

    U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended;

         
      (l)

    U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S; and

         
      (m)

    U.S. Securities Act ” means the United States Securities Act of 1933 , as amended.

    All other capitalized terms used but not defined in this Schedule “A” shall have the meaning assigned to them in the Agreement to which this Schedule is attached.

    Representations, Warranties and Covenants of the Underwriters

    Each of the Underwriters acknowledges that none of the Securities, the Warrant Shares and the Compensation Shares have been nor will be registered under the U.S. Securities Act or any applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act or any applicable state securities laws. Accordingly, each of the Underwriters represents, warrants and covenants to the Corporation on its own behalf and on behalf of their respective U.S. broker dealer affiliate as of the date of the Agreement and as of the Closing Date that:

    1.

    It has not offered or sold, and will not offer or sell, any Securities except (a) outside the United States in an offshore transaction in accordance with Rule 903 of Regulation S or (b) within the United States as provided in paragraphs 2 through 17 below. Accordingly, neither the Underwriters, their respective affiliates nor any persons acting on their behalf, has made or will make (except as permitted in paragraphs 2 through 17 below) (i) any offer to sell or any solicitation of an offer to buy, any Securities to, or for the benefit or account of, any person in the United States or a U.S. Person, (ii) any sale of Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person, or the Underwriters, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States and not a U.S. Person, or (iii) any Directed Selling Efforts with respect to the Common Shares, Warrants and Warrant Shares. Terms used and not otherwise defined in this paragraph have the meanings given to them by Regulation S.

       
    2.

    It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with its affiliates, any selling group members or with the prior written consent of the Corporation. It shall require each such affiliate and selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to the Underwriters as if such provisions applied to such affiliate or selling group member.

       
    3.

    All offers and sales of Securities in the United States or for the account or benefit of a person in the United States or a U.S. Person shall be made on behalf of the Underwriters by affiliates of the Underwriters that are duly registered with the U.S. Securities and Exchange Commission as broker-dealers pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or are made (unless exempted from the respective state’s broker-dealer registration requirements) and are members in good standing of the Financial Industry Regulatory Authority, Inc. (the “ U.S. Affiliates ”).



    A - 3

    4.

    Offers and sales of Securities in the United States or for the account or benefit of a person in the United States or a U.S. Person shall not be made (i) by any form of General Solicitation or General Advertising or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

         
    5.

    Any offer or solicitation of an offer to buy Securities that has been made or will be made in the United States or for the account or benefit of a person in the United States or a U.S. Person was or will be made only to Accredited Investors by the Underwriters through the U.S. Affiliates, and in transactions that are exempt from registration under the U.S. Securities Act and applicable state securities laws or regulations.

         
    6.

    The Underwriters acting through the U.S. Affiliates may offer the Securities in the United States or for the account or benefit of a person in the United States or a U.S. Person only to offerees with respect to which the Underwriters or the U.S. Affiliates have a pre-existing relationship and, immediately prior to soliciting offerees, have reasonable grounds to believe, and do believe, are Accredited Investors.

         
    7.

    At least one business day prior to the Time of Closing, the Underwriters will provide the Corporation with a list of all purchasers of the Securities in the United States or who are purchasing for the account or benefit of a person in the United States or a U.S. Person.

         
    8.

    The Underwriters will inform, and cause the U.S. Affiliates to inform, all purchasers of the Securities in the United States or for the account or benefit of a person in the United States or a U.S. Person that the Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and are being sold to them pursuant to a transaction exempt from registration under the U.S. Securities Act or applicable state securities laws.

         
    9.

    The Underwriters agree that at the Time of Closing, each of them, together with their respective U.S. Affiliates, if applicable, will provide a certificate, substantially in the form of Annex I to this Schedule “A”, relating to the manner of the offer of the Securities in the United States or for the account or benefit of a person in the United States.

         
    10.

    Prior to any sale of Securities in the United States or for the account or benefit of a person in the United States or a U.S. Person, each United States Purchaser will execute a U.S. Accredited Investor Certificate attached to the Subscription Agreement with respect to its purchase of the Securities.

         
    11.

    Neither the Underwriters, their respective affiliates, nor any person acting on their behalf (other than the Corporation, its affiliates and any person acting on their behalf as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Securities Act in connection with the offer and sale of the Securities.

         
    12.

    The Underwriters, their respective affiliates and sub-agent (if any) shall use their respective reasonable best efforts to solicit subscriptions for and to offer the Securities for sale and will do so only pursuant to the terms of this Agreement and in compliance with all Applicable Securities Laws or equivalent legislation of each Offering Jurisdiction in which Purchasers are solicited in connection with the Offering.



    A - 4

    13.

    The Underwriters, their respective affiliates and sub-agent (if any) will not solicit offers to purchase or sell Securities so as to require registration thereof or filing of a prospectus, registration statement or offering memorandum or other comparable document with respect thereto under the laws of any jurisdiction.

       
    14.

    The Underwriters, their respective affiliates and sub-agent (if any) will obtain from each Purchaser an executed agreement in the form of the applicable Subscription Agreement, as amended or supplemented.

       
    15.

    The Underwriters, their respective affiliates and sub-agent (if any) will refrain from advertising the Offering in printed media of general and regular paid circulation, radio, television, internet or any other medium directed at or accessible to the general public.

       
    16.

    The Underwriters, their respective affiliates and sub-agent (if any) will not, in connection with the Offering, make any representation or warranty with respect to the Securities or the Corporation in connection with sales made other than as contemplated herein or the Subscription Agreements.

       
    17.

    The Underwriters have good and sufficient right and authority to enter into this Agreement and complete the transactions to be completed by them under this Agreement on the terms and conditions set forth herein.

       
    18.

    Each of the Underwriters is an “accredited investor” as that term is defined in National Instrument 45-106.

    Representations, Warranties and Covenants of the Corporation

    The Corporation represents, warrants, covenants and agrees that as of the date of the Agreement and as of the Closing Date that:

    1.

    The Corporation is a Foreign Issuer with no Substantial U.S. Market Interest in its common shares or the Securities and is not required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended.

       
    2.

    Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

       
    3.

    Except with respect to sales to Accredited Investors hereunder in reliance upon an exemption from registration under the U.S. Securities Act provided by Rule 506 of Regulation D, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Securities to a person in the United States; or (B) any sale of Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation and any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States.



    A - 5

    4.

    Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make any Directed Selling Efforts, or has taken or will take any action that would cause the exclusion afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement.

       
    5.

    None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Securities in the United States, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

       
    6.

    The Corporation has not sold, offered for sale or solicited any offer to buy, and will not, during the period beginning six months prior to the start of the offering of Securities and ending six months after the completion of the offering of Securities sell, offer for sale or solicit any offer to buy any of its common shares in the United States in a manner that would be integrated with and would cause the exemption from registration provided by Rule 506 of Regulation D to be unavailable with respect to offers and sales of the Securities pursuant to this Schedule “A”.

       
    7.

    The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Securities.

       
    8.

    None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities.



    ANNEX I TO SCHEDULE “A”

    UNDERWRITERS CERTIFICATE

    In connection with the private placement in the United States of the common shares (the “ Units ”) of Energy Fuels Inc. (the “ Corporation ”) pursuant to the Underwriting Agreement dated June 13, 2013 between the Corporation, Dundee Securities Ltd., Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (the “ Underwriting Agreement ”), the undersigned do hereby certify as follows:

      (i)

    [U.S. broker-dealer affiliate] is duly registered as a broker or dealer with the U.S. Securities and Exchange Commission (the “ SEC ”) and the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) and is a member of, and in good standing with FINRA on the date hereof;

         
      (ii)

    immediately prior to offering Units to offerees in the United States or for the account or benefit of a person in the United States or a U.S. Person, we had reasonable grounds to believe and did believe that each such offeree was an Accredited Investor under the U.S. Securities Act and, on the date hereof, we continue to believe that each such offeree purchasing Units through us is an Accredited Investor;

         
      (iii)

    no form of general solicitation or general advertising (as those terms are used in Regulation D) was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units in the United States or for the account or benefit of a person in the United States or a U.S. Person;

         
      (iv)

    we did not make any directed selling efforts (as defined in Regulation S under the U.S. Securities Act) in the United States with respect to the Common Shares, Warrants and Warrant Shares;

         
      (v)

    all offers and sales of Units in the United States or for the account or benefit of a person in the United States or a U.S. Person have been effected in accordance with all applicable U.S. state and federal laws governing the registration and conduct of brokers and dealers;

         
      (vi)

    no written material was used in connection with the offer or sale of the Units in the United States or for the account or benefit of a person in the United States or a U.S. Person;

         
      (vii)

    the offering of the Units in the United States or for the account or benefit of a person in the United States or a U.S. Person has been conducted by us in accordance with the Underwriting Agreement including Schedule “A” thereto; and

         
      (viii)

    prior to any sale of Units in the United States or for the account or benefit of a person in the United States or a U.S. Person, we caused each purchaser in the United States to execute a Subscription Agreement (including a U.S. Accredited Investor Certificate) in the form agreed between the Corporation and the Underwriters.



    Terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “A’ thereto, unless defined herein.

    DATED this ______day of June, 2013.

    [UNDERWRITER] [U.S. BROKER-DEALER AFFILIATE]
       
    By: _________________________________ By: ___________________________________
                       Authorized Signing Officer

                          Authorized Signing Officer



    SCHEDULE “B”

    SUBSIDIARIES

    PART 1 – MATERIAL SUBSIDIARIES

    Name Jurisdiction Percentage Ownership
        (direct and indirect)
    Magnum Uranium Corp. British Columbia 100%
    Titan Uranium Inc. Canada 100%
    Uranium Power Corp. British Columbia 100%
    White Canyon Uranium Limited Australia 100%
    Energy Fuels Holdings Corp. Delaware 100%
    Magnum Minerals USA Corp. Nevada 100%
    Energy Fuels Wyoming Inc. Nevada 100%
    Energy Fuels Resources Corporation Colorado 100%
    Energy Fuels Resources (USA) Inc. Delaware 100%
    EFR White Mesa LLC Colorado 100%
    EFR Henry Mountains, LLC Colorado 100%
    EFR White Canyon Corp. Colorado 100%
    EFR Colorado Plateau, LLC Colorado 100%
    EFR Arizona Strip, LLC Colorado 100%

    PART 2 – NON-MATERIAL SUBSIDIARIES

    Name Jurisdiction Percentage Ownership
        (direct and indirect)
    Arizona Strip Partners LLC Delaware 100%
    Arizona Strip Resources JV, LLC Delaware 50%
    West Lisbon LLC Delaware 50%
    Colorado Plateau Partners LLC Delaware 100%
    EFR Properties LLC Colorado 100%


    SCHEDULE “C”

    LIST OF CONVERTIBLE SECURITIES

    Security Expiry Date Exercise Price Number of
    Common Shares
    Issuable
    Options 4 February 2014 $0.35 600,000
      17 July 2014 $0.35 450,000
      22 October 2014 $0.35 150,000
      21 June 2015 $0.155 12,500
      13 July 2015 $0.20 895,000
      21 July 2015 $0.17 12,500
      5 August 2015 $0.30 900,000
      18 October 2015 $0.62 75,000
    10 November 2015 $0.71 50,000
      13 April 2016 $0.51 1,660,000
      7 March 2017 $0.31 6,471,000
      13 August 2017 $0.23 2,688,000
      1 September 2017 $0.23 600,000
    17 September 2017 $0.23 100,000
      27 August 2017 $0.23 3,325,000
      27 August 2017 $0.23 10,000,000
      27 August 2017 $0.23 500,000
      1 September 2017 $0.23 625,000
      25 January 2016 $0.18 50,000
      10 May 2018 $0.14 300,000
    Agreement to grant options (1) To be determined To be determined 1,000,000
    Total Number of Options     30,464,000
           
    Warrants 31 March 2015 $0.65 11,500,000
      3 August 2013 $0.31 340,000
      22 June 2015 $0.27 17,750,250
    Total Number of Warrants     29,590,250
           
    Common Shares issuable upon Conversion of convertible debentures of the Corporation 30 June 2017 $0.30 73,333,334
           
    Common Shares issuable in connection with the arrangement involving Strathmore Minerals Corp. (the “ Strathmore Arrangement ”) (2) 201,312,021

    Notes:

    (1)

    Up to 1,000,000 options to be issued with an exercise price equal to the market price on the date of issue to be granted upon satisfactory completion of certain events per an advisory agreement dated October 2012.

    (2)

    In addition to the foregoing, a completion fee of $600,000 is payable to the Corporation’s financial advisors upon completion of the Strathmore Arrangement, which fee is payable in Common Shares at a price equal to the five day volume weighted average price of the Common Shares as of the date of completion of the Strathmore Arrangement, pursuant to a financial advisory engagement agreement dated March 13, 2013.




    Exhibit 99.100

    June 17, 2013

    Nova Scotia Securities Commission Securities Commission of Newfoundland and Labrador
    Autorité des marchés financiers Saskatchewan Financial Services Commission, Securities Division
    Alberta Securities Commission The Manitoba Securities Commission
    New Brunswick Securities Commission Ontario Securities Commission
    British Columbia Securities Commission Prince Edward Island Securities Office

    Re:     Energy Fuels Inc.

    Pursuant to a request from the reporting issuer, we wish to advise you of the following dates in connection with their Special Meeting of Shareholders:

    Date of meeting: August 13, 2013
    Record date for notice: July 8, 2013
    Record date for voting: July 8, 2013
    Beneficial ownership determination date: July 8, 2013
    Securities entitled to notice: Common
    Securities entitled to vote: Common
    Issuer mailing directly to non objecting beneficial owners: No
    Issuer will pay for objecting beneficial owner material distribution: Yes
    Issuer using notice-and-access for registered investors: No
    Issuer using notice-and-access for non-registered investors: No
    Notice-and-access stratification criteria: No

    Yours very truly,

    Larry Calixtro
    Associate Manager, Trust Central Services

    cc: CDS & Co. (Via Fax)

    sg\NM_EnergyFuels



    Exhibit 99.101

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

       

    Energy Fuels Inc. (“ Energy Fuels ”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

       
    2.

    Date of Material Change:

       

    June 11, 2013

       
    3.

    News Release:

       

    A news release announcing this material change was issued on June 11, 2013 through Marketwire and a copy was filed on SEDAR.

       
    4.

    Summary of Material Change:

       

    On June 11, 2013, Energy Fuels announced the signing of a definitive arrangement agreement (the “ Arrangement Agreement ”) with Strathmore Minerals Corp. (“ Strathmore ”) pursuant to which Energy Fuels will acquire, by way of a plan of arrangement in accordance with the Business Corporations Act (British Columbia), all of the issued and outstanding common shares of Strathmore (the “ Transaction ”).

       
    5.

    5.1 - Full Description of Material Change:

       

    On June 11, 2013, Energy Fuels announced the signing of the Arrangement Agreement, pursuant to which Energy Fuels will acquire, by way of a plan of arrangement, all of the issued and outstanding common shares of Strathmore. Under the terms of the Arrangement Agreement, Strathmore shareholders will receive 1.47 common shares of Energy Fuels for each common share of Strathmore held (the “ Exchange Ratio ”), resulting in the shareholders of Strathmore owning approximately 21% of the issued and outstanding shares of Energy Fuels upon completion of the Transaction, based on Energy Fuels’ current number of issued and outstanding shares.

       

    The shareholders of Energy Fuels and Strathmore will each be asked to approve the Transaction at respective shareholder meetings to be held in August 2013.

       

    Pursuant to the Arrangement Agreement, the completion of the Transaction is conditional upon a number of items, including, without limitation, Energy Fuels and Strathmore shareholder approval, court and regulatory approvals including acceptance by the Toronto Stock Exchange, acceptance by the Committee on Foreign Investment in the United States, and any required consents of parties to material contracts.

       

    The Arrangement Agreement contains customary deal protection provisions, including a reciprocal expense reimbursement fee of $650,000 payable to the other party if either party does not obtain shareholder approval of the Transaction, as well as a reciprocal break fee of $1,300,000 payable if the Transaction is not completed in certain other circumstances. In addition, the Arrangement Agreement includes customary non-solicitation covenants by Strathmore, as well as the right for Energy Fuels to match any superior proposal that may arise.




    Haywood Securities Inc., joint financial advisor along with Dundee Securities Ltd. to Energy Fuels and its board of directors, has provided an opinion to the effect that, as of June 11, 2013 and subject to the assumptions, limitations and qualifications set out therein, the Exchange Ratio offered by Energy Fuels to shareholders of Strathmore pursuant to the Transaction is fair, from a financial point of view, to Energy Fuels.

       

    Raymond James Ltd., financial advisor to Strathmore and its board of directors, has provided an opinion to the effect that, as of June 11, 2013 and subject to the assumptions, limitations and qualifications set out therein, the Exchange Ratio offered by Energy Fuels to shareholders of Strathmore pursuant to the Transaction is fair, from a financial point of view, to Strathmore shareholders.

       

    5.2 - Disclosure for Restructuring Transactions

       

    Not Applicable.

       
    6.

    Reliance on subsection 7.1(2) or (3) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.

       
    8.

    Executive Officer:

       

    The following executive officer of the Corporation is knowledgeable about the material change:

       

    David Frydenlund,

    Sr. Vice President, General Counsel & Corp. Secretary

       

    (303) 389-4130

       
    9.

    Date of Report:

       

    June 19, 2013




    Exhibit 99.102

    Energy Fuels and Strathmore Minerals
    Announce Joint Webcast and Conference Call

    June 19, 2013

    Toronto, Ontario – Energy Fuels Inc. (“Energy Fuels”) (TSX:EFR) and Strathmore Minerals Corp. (“Strathmore”) (TSX:STM; OTCQX:STHJF) are pleased to announce that the companies will host a joint webcast and conference call on Thursday, June 20, 2013 at 4:30pm ET to discuss Energy Fuels’ proposed acquisition of Strathmore, and the transaction’s related benefits to the shareholders of both companies.

    To view the live webcast, please follow this link: Energy Fuels & Strathmore Minerals Joint Webcast and Conference Call .

    This link will also be posted to the Energy Fuels and Strathmore websites at www.energyfuels.com and www.strathmoreminerals.com . The investor presentation that will be discussed on the conference call will be available for download from the webcast page and on both companies’ websites approximately 30 minutes prior to the start of the presentation. A replay of the webcast and conference call will be available on the webcast page and archived on both companies’ websites.

    In addition, interested parties may participate by calling one of the following numbers:

    Toll-Free Domestic (U.S. and Canada):    (800) 649-5127
    International: (224) 357-2194

    About Energy Fuels Inc.

    Energy Fuels Inc. is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .

    About Strathmore Minerals Corp.

    Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, the company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico.

    Additional information about Strathmore Minerals Corp. is available by visiting Strathmore's website at www.strathmoreminerals.com or under its profile on SEDAR at www.sedar.com .


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Strathmore, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels' and Strathmore's future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels' and Strathmore's ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels' and Strathmore's most recent annual information forms and annual and quarterly financial reports.

    Energy Fuels and Strathmore assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels' and Strathmore's respective filings with the various provincial securities commissions which are available online at www.sedar.com . Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Strathmore relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    Contact Information:

    Energy Fuels Inc.
    Curtis Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com

    Strathmore Minerals Corp.
    Craig Christy
    Investor Relations
    Toll free: 1-800-647-3303
    info@strathmoreminerals.com
    www.strathmoreminerals.com



    Exhibit 99.103

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

       

    Energy Fuels Inc. (the “ Corporation ”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

       
    2.

    Date of Material Change:

       

    June 13, 2013

       
    3.

    News Release:

       

    The press release attached hereto as Schedule “A” was disseminated via Marketwire on June 13, 2013.

       
    4.

    Summary of Material Change:

       

    See the press release attached as Schedule “A.”

       
    5.

    Full Description of Material Change:

       

    The Corporation announced the closing of a private placement of 47,380,791 units (the “ Units ”). The Units were issued by the Corporation at a price of C$0.14 per Unit for aggregate gross proceeds of C$6,663,310 pursuant to an underwriting agreement with Dundee Securities Ltd. (as lead underwriter), Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation dated June 13, 2013. Each Unit consists of one common share of the Company (“ Common Share ”) and one- half of one common share purchase warrant (“ Warrant ”). Each whole Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.19 at any time until June 15, 2015.

       
    5.2

    Disclosure for Restructuring Transactions

       

    Not applicable.

       
    6.

    Reliance on subsection 7.1(2) or (3) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.

       
    8.

    Executive Officer:

       

    The following executive officer of the Corporation is knowledgeable about the material change:

    Graham Moylan, Chief Financial Officer
    (416) 845-6977

       
    9.

    Date of Report:

       

    June 21, 2013



    Schedule “A”


    Energy Fuels Completes Upsized C$6.6 Million Bought Deal
    Private Placement

    Toronto, Ontario – June 13, 2013

    Energy Fuels Inc. (TSX:EFR) (the “Company”) is pleased to announce the closing of its previously announced bought deal private placement (the “Offering”) of units of the Company (the “Units”) pursuant to an underwriting agreement with Dundee Securities Ltd. (as sole bookrunner), Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation. A total of 47,380,791 Units were issued at a price of C$0.14 per Unit for aggregate gross proceeds of C$6,633,310. Following strong investor interest, the Offering was increased from the previously announced maximum size of C$5,750,115. Each Unit consists of one common share of the Company (“Common Share”) and one-half of one common share purchase warrant (“Warrant”). Each whole Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.19 at any time until June 15, 2015. The Common Shares and Warrants are subject to a four month statutory hold period that will expire October 14, 2013. The Warrants will not be listed for trading.

    The net proceeds of the Offering will be used for future exploration and development expenditures, future potential mineral property acquisitions, and for general corporate purposes.

    About the Company

    The Company is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The Company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. The Company has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about the Company is available by visiting the Company’s website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com.

    For further information, please contact:

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    investorinfo@energyfuels.com



    Exhibit 99.104

     
    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces Presentation & Webcast at GHS 100 Energy Conference; Tuesday, June 25, 2013 at 9:30 am (Central)

    Toronto, Ontario – June 24, 2013

    Energy Fuels Inc . (TSX : EFR) (“Energy Fuels” or the “Company”) is pleased to announce that Stephen P. Antony, President and CEO of Energy Fuels, will be presenting at the Global Hunter Securities 100 Energy Conference. Energy Fuels’ presentation will occur on Tuesday, June 25, 2013 from 9:30 am to 10:00 am (Central) at the J.W. Marriott Hotel in Chicago, Illinois.

    A live webcast of Energy Fuels’ presentation may also be accessed through the following link:

    http://wsw.com/webcast/ghs4/efr.to

    A replay of the webcast will be available on Energy Fuels’ website ( www.energyfuels.com ) following the completion of the presentation.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” , “does not expect”, “is expected”, “is likely”, “budget” , “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of su ch words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “ha ve the potential to” . All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward- looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, w hich is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, f uture events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.105


    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727
    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Begins Trading on the OTCQX

    Toronto, Ontario – June 26, 2013

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) is pleased to announce that today the Company’s common shares began trading in the United States on the OTCQX under the symbol “EFRFF”. Energy Fuels will continue to trade on the Toronto Stock Exchange under its existing symbol “EFR”.

    Energy Fuels’ shares will be traded on OTCQX International, a segment of the marketplace reserved for high-quality non-U.S. companies that are listed on an international exchange and provide their home country disclosure to U.S. investors. U.S. investors will find current financial disclosures and Real-Time Level-2 quotes for Energy Fuels on www.otcmarkets.com .

    Energy Fuels is currently a leading uranium producer in the U.S. Based on the Company’s outlook for FY-2013, Energy Fuels’ 1.2 million lbs. of production is expected to account for over 25% of domestic U.S. uranium production. Energy Fuels is also among the largest holders of NI 43-101 compliant uranium resources in the U.S., which is strategic since the United States is the World's largest consumer of nuclear power, yet imports over 90% of the uranium used in its nuclear reactors.

    The Company’s uranium production and development assets in the western U.S. include the following:

    The recently announced proposed acquisition of Strathmore Minerals will improve the Company’s future production profile even further, as the combined company will have a dominant position in the most important uranium districts in the U.S. and three large-scale development projects in Wyoming, New Mexico, and Utah.

    According to Stephen P. Antony, President and CEO of Energy Fuels, “Trading on the OTCQX will benefit Energy Fuels by increasing investor awareness of the company in the U.S. and helping us connect with a broader audience. I believe our Company owns an unmatched portfolio of highly strategic assets whose strategic value will only grow over time, particularly as the HEU agreement between the U.S. and Russia expires later this year, removing up to 24 million pounds of annual uranium supply from the U.S. I believe Energy Fuels' current production profile, production growth potential, term supply contracts with major utilities at premium prices, and robust pipeline of standby and development projects uniquely position Energy Fuels within the U.S. and the global uranium sector as a whole.”


    Sichenzia Ross Friedman Ference LLP will serve as Energy Fuels’ Principal American Liaison “PAL”) on OTCQX, responsible for providing professional guidance on OTCQX requirements and U.S. securities laws.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.106

    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    INTRODUCTION

    This Management’s Discussion and Analysis (“MD&A”) of Energy Fuels Inc. and its subsidiary companies (collectively, “Energy Fuels” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of August 14, 2013 and should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes for the three and nine months ended June 30, 2013, and the annual audited financial statements for the year-ended September 30, 2012. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

    Other continuous disclosure documents, including the Company’s press releases, quarterly and annual reports, technical reports, and Annual Information Form are available through its filings with the securities regulatory authorities in Canada at www.sedar.com and on the Company’s website at www.energyfuels.com.

    In this discussion, the terms “Company”, “we”, “us”, and “our” refer to Energy Fuels and, as applicable, the Company’s wholly-owned subsidiaries: Energy Fuels Holdings Corp. (“EFHC”), White Canyon Uranium Limited (“White Canyon”), Magnum Uranium Corp. (“Magnum”), Titan Uranium Inc. (“Titan”) and their respective subsidiaries.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this MD&A constitutes “forward-looking information", under applicable securities laws concerning the business, operations, financial performance and condition of Energy Fuels.

    Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "does not expect", "is expected", “is likely”, "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “have the potential to”.

    Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Energy Fuels to be materially different from those expressed or implied by such forward-looking statements. Energy Fuels believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the estimates of Energy Fuels’ mineral reserves and mineral resources; estimates regarding Energy Fuels’ uranium and vanadium production levels and sales volumes; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; possible impacts of litigation and regulatory actions on Energy Fuels; exploration, development and expansion plans and objectives; Energy Fuels’ expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licenses and treatment under governmental regulatory regimes.

    There can be no assurance that such statements will prove to be accurate, as Energy Fuels’ actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading "Risk Factors" in Energy Fuels’ MD&A for the year ended September 30, 2012, dated December 20, 2012, and in Energy Fuels’ Annual Information Form dated December 20, 2012 available at www.sedar.com, as well as the following: global financial conditions, the market price of Energy Fuels’ securities, volatility in market prices for uranium and vanadium; ability to access capital, changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; uncertainties associated with estimating mineral reserves, mineral resources and production; uncertainty as to reclamation and decommissioning liabilities; failure to obtain industry partner and other third party consents and approvals, when required; delays in obtaining permits and licenses for development properties; competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Energy Fuels to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners, and the adequacy of insurance coverage.

    - 1 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Energy Fuels does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Energy Fuels’ expectations, except as otherwise required by applicable legislation.

    Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: “This MD&A” may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that, while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with the quarter ended June 30, 2013 are:

        June 30     Mar 31 *     Dec 31 *     Sept 30 *  
        2013     2013     2012     2012  
    $000, except per share data $     $     $     $    
    Total revenues   4,954     34,087     8,927     25,028  
    Net Income (loss)   (5,532 )   (5,903 )   (2,043 )   (20,622 )
    Basic & diluted net income (loss) per share   (0.01 )   (0.01 )   (0.00 )   (0.09 )
                             
                             
        June 30 *     Mar 31     Dec 31     Sept 30  
        2012     2012     2011     2011  
    $000, except per share data $     $     $     $    
    Total revenues   -     -     -     -  
    Net Income (loss)   25,180     (2,414 )   (590 )   (223 )
    Basic & diluted net income (loss) per share   0.12     (0.01 )   (0.01 )   (0.00 )

    * Adjusted as a result of the finalization of the purchase allocation of Denison Mines Holdings Corp.(“DMHC”) in June 2013.

    RESULTS OF OPERATIONS

    General

    The Company recorded a net loss of $5.53 million or $0.01 per share for the three months ended June 30, 2013, compared to net income of $25.18 million or $0.12 per share for the same period in 2012.

    For the nine months ended June 30, 2013, the Company recorded a net loss of $13.48 million or $0.02 per share compared to net income of $22.18 million or $0.13 per share for the same period in 2012. These comparative increases in losses were primarily due to the gain on the bargain purchase associated with the June 2012 acquisition of Denison Mines Corp.’s (“Denison’s”) mining assets and operations located in the United States (the “Denison US Mining Division”), offset by the net losses arising from the operations of the Denison US Mining Division since it was acquired by the Company and a $11.97 million impairment related to property, plant and equipment.

    - 2 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Revenues

    Revenues for the three months ended June 30, 2013 totaled $4.95 million (June 30, 201 2 - Nil), which included the sale of 50,000 pounds of U 3 O 8 pursuant to term contracts at an average price of $58.75 per pound, the sale of 315,000 pounds of V 2 O 5 at an average price of $6.2 1 per pound, and $64,000 from other services.

    Revenues for the nine months ended June 30, 2013 totaled $47.97 million (June 30, 2012 – Nil), which included the sale of 700,000 pounds of U 3 O 8 pursuant to term contracts at an average price of $56.70 per pound, the sale of 40,000 pounds of U 3 O 8 on the spot market at a price of $41.50 per pound, the sale of 1,060,000 pounds of V 2 O 5 at an average price of $6.05 per pound, and $210,000 from other services. The Company’s revenues are largely based on delivery schedules for fixed long-term contracts which can vary from quarter to quarter.

    Operating Expenses

    Milling and Mining Expenses

    During the three months ended June 30, 2013, the Company processed conventional uranium ores from the Company’s mines on the Colorado Plateau (which ores also contain vanadium), the Arizona Strip, and Daneros, as well as alternate feed materials.Uranium and vanadium production for the three months ended June 30, 2013 totaled 511,000 pounds of U 3 O 8 , including 95,000 pounds from alternate feed materials, and 490,000 pounds of V 2 O 5 . For the nine months ended June 30, 2013, uranium and vanadium production totaled 1,030,000 pounds of U 3 O 8 , including 166,000 pounds from alternate feed materials, and 1,537,000 pounds of V 2 O 5 .

    Cost of goods sold for the three months ended June 30, 2013 totaled $4.62 million, which consisted of $3.78 million of mining and milling production costs, $0.27 million of depreciation and amortization and impairment of inventories of $0.56 million. Cost of goods sold for the nine months ended June 30, 2013 totaled $44.29 million, which consisted of $37.73 million of mining and milling production costs, $4.60 million of depreciation and amortization and impairment of inventories of $1.96 million.

    The cost of production per pound of U 3 O 8 1 at the White Mesa Mill for the three months and nine months ended June 30, 2013 was $38.82 and $46.00 respectively. The adjusted cost of production per pound of U 3 O 8 2 at the White Mesa Mill for the three months and nine months ended June 30, 2013 was $32.26 and $38.33 respectively.

    Mineral Property Exploration, Evaluation and Development

    Energy Fuels is also engaged in uranium exploration and development on its properties in the U.S. Exploration, evaluation, permitting and development expenditures totaled $3.55 million for the three months ended June 30, 2013 and $14.45 million for the nine months ended June 30, 2013, compared with $0.88 million and $3.16 million for the three and nine months ended June 30, 2012, respectively. The majority of the development expenditures for the period ended June 30, 2013 were for development activities at the Canyon and Pinenut mines in Arizona, and the evaluation and permitting expenditures were for the Sheep Mountain project in Wyoming.

    Selling, General and Administrative

    Selling, general and administrative expenses totaled $3.52 million for the three months ended June 30, 2013, and $12.72 million for the nine months ended June 30, 2013, compared to $1.18 million and $4.31 million for the three and nine months ended June 30, 2012, respectively. The increases in selling, general and administrative expenses were primarily due to the June 29, 2012 acquisition of the Denison US Mining Division, and the additional costs related to the contract amortization expense. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other overhead expenditures. Selling expenses for the three months and nine months ended June 30, 2013 totaled $0.45 million and $1.15 million, respectively, and amortization of the intangible asset recorded for the U 3 O 8 sales contract values in excess of spot price at the June 29, 2012 acquisition date of the Denison US Mining Division totaled $0.30 million and $4.02 million, respectively.

    ______________________________

    1 Cost of production per pound of U 3 O 8 is a non-IFRS measure. See non-IFRS measures (page 9).

    2 Adjusted cost of production per pound of U 3 O 8 is a non-IFRS measure. See non-IFRS measures (page 9).

    - 3 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Care and Maintenance Expenses

    The Company’s Beaver, Pandora and Daneros mines were placed on care and maintenance in the first quarter of FY-2013 as a result of the current market conditions and because the Company could fulfill its short-term contractual uranium delivery requirements utilizing its existing uranium concentrate inventories, and production from its existing stockpiles of ore, producing mines in Arizona and alternate feed materials. Costs related to the care and maintenance of these and other standby mines, totaled $1.61 million and $3.67 million for the three and nine months ended June 30, 2013, respectively.

    Other Income and Expenses

    Finance income (expense) totaled ($0.83 million) for the three months ended June 30, 2013, and ($0.58 million) for the nine months ended June 30, 2013, compared to ($0.02 million) and ($0.22 million) for the three and nine months ended June 30, 2012, respectively. This was due to earnings from investments in the surety bond collateral account, interest expense incurred on the convertible debentures of $0.48 million and $1.45 million for the three and the nine months ended June 30, 2013, respectively, and the $0.47 million loss recorded for the mark-to-market adjustment on the Mega Uranium Ltd. common shares held by the Company. A mark-to-market adjustment for the convertible debentures and other interest bearing liabilities of ($0.23 million) and $0.93 million was recorded in the three and nine months ended June 30, 2013.

    Proposed Acquisition of Strathmore Minerals

    On June 11, 2013, the Company and Strathmore Minerals Corp. (TSX:STM, OTCQX:STHJF) (“Strathmore”) announced the execution of a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which the Company and Strathmore would pursue a transaction (the “Transaction”) whereby Energy Fuels would acquire, by way of a plan of arrangement, all of the issued and outstanding shares of Strathmore. Under the terms of the LOI, Strathmore shareholders would receive 1.47 common shares of Energy Fuels for each common share of Strathmore held (the “Exchange Ratio”), resulting in Strathmore shareholders owning approximately 19.8% of the issued and outstanding shares of Energy Fuels upon completion of the Transaction.

    The Arrangement Agreement contains customary deal support provisions, including a reciprocal expense reimbursement fee of $0.65 million payable to the other party if either party does not obtain shareholder approval of the Transaction, as well as a reciprocal break fee of $1.30 million payable if the Transaction is not completed in certain other circumstances. In addition, the Arrangement Agreement includes customary non-solicitation covenants by Strathmore, as well as the right for Energy Fuels to match any superior proposal that may arise. The completion of the Transaction is subject to satisfaction of certain customary conditions, including but not limited to, Energy Fuels and Strathmore shareholder approval, court and regulatory approvals including acceptance by the Toronto Stock Exchange. The shareholders of Energy Fuels approved the Transaction at a special meeting held August 13, 2013. The shareholders of Strathmore will be asked to approve the Transaction at a special meeting to be held on August 20, 2013.

    The senior management teams and boards of directors of both companies have entered into support agreements to support the Transaction and vote their respective shares in favour of the Transaction. In addition, as was announced on July 25, 2013, Korea Electric Power Corporation (“KEPCO”), as the largest shareholder of both Energy Fuels and Strathmore, owning 8.5% and 11.7% of the common share of each respective company, has signed support agreements supporting the Transaction. Assuming the Transaction is completed, KEPCO will own approximately 9.1% of the issued and outstanding shares of Energy Fuels. An affiliate of KEPCO is also Energy Fuels’ largest uranium customer based on FY-2013 expected deliveries, and KEPCO has the right to enter into a joint venture with Strathmore on the Gas Hills Project in central Wyoming.

    Haywood Securities Inc. and Dundee Securities Ltd. are acting as joint financial advisors to Energy Fuels and its board of directors, and Haywood Securities Inc. has provided an opinion that, as of the date of the Arrangement Agreement and subject to certain assumptions, limitations and qualifications set out in the opinion, the Exchange Ratio offered by Energy Fuels to shareholders of Strathmore pursuant to the Transaction is fair, from a financial point of view to Energy Fuels. Energy Fuels and Strathmore both believe the Transaction will result in significant value creation for the shareholders of both companies through various synergies.

    - 4 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Completion of Cdn$6.6 Million Bought Deal Private Placement

    On June 13, 2013, the Company announced the completion a Cdn$6.6 million bought deal private placement (the “Private Placement”) of units of the Company (“Units”) pursuant to an underwriting agreement with Dundee Securities Ltd., Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation. A total of 47,380,791 Units were issued at a price of Cdn$0.14 per Unit for total gross proceeds of Cdn$6,633,310. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one common share of the Company at a price of Cdn$0.19 at any time until June 15, 2015.

    Commencement of Trading on the OTCQX

    On June 26, 2013, the Company announced that its common shares began trading in the United States on the OTCQX under the symbol “EFRFF”.

    OUTLOOK FOR FY-2013

    Production

    For FY-2013, the Company’s uranium production is expected to be approximately 1.150 million pounds U 3 O 8 from conventional ore and alternate feed materials, with 1.03 million pounds produced year-to-date as of June 30, 2013. Production from conventional ore included ore mined from the Company’s Beaver, Pandora, Daneros and Arizona 1 mines. Mining on the Arizona Strip is expected to continue during FY-2013 at the Company’s Arizona 1 and Pinenut mines (Pinenut began commercial production in July 2013). The Company’s Beaver, Pandora, and Daneros mines will remain on care and maintenance. As a result of the conventional ore production from the previously stockpiled Beaver and Pandora ores, vanadium production was 1.5 million pounds V 2 O 5 produced year-to-date as of June 30, 2013. At June 30, 2013 the Company had processed all stockpiled vanadium bearing ore.

    The Company expects to produce 125,000 pounds of U 3O8 during the quarter ended September 30, 2013, from alternate feed materials. By June 30, 2013, the Company had completed processing of essentially all previously stockpiled ore and, accordingly, has ceased processing conventional ore. Processing of conventional ore mined from the Company’s Arizona 1 and Pinenut mines is currently expected to resume in the latter half of FY 2014.

    Sales

    FY-2013 uranium sales are forecast to be approximately 997,000 pounds of U 3 O 8 of which 957,000 pounds will be sold into long-term contracts and the remainder will be sold on the spot market. Vanadium sales are estimated to be 1,537,000 pounds of V 2 O 5 , or equivalent in the form of ferrovanadium, in FY-2013.

    Pursuant to long-term supply contracts, the Company expects to sell 257,000 pounds of U 3 O 8 during the quarter-ended September 30, 2013.

    Development Activities

    During the three months ended June 30, 2013 the Company continued permitting work on the Sheep Mountain Project in Wyoming. The total planned cost of the Sheep Mountain permitting program in FY-2013 is $1.10 million.

    During the three months ended June 30, 2013 the Company continued development of the Canyon Mine. The estimated cost of development activities at Canyon is $3.90 to $4.40 million for FY-2013.

    The Pinenut mine began commercial production in July 2013.

    - 5 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Permitting and exploration activities for other Energy Fuels’ mineral properties are estimated to be approximately $1.80 million during FY-2013.

    USE OF PROCEEDS FROM CONVERTIBLE DEBENTURES FINANCING

    The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the net proceeds received from the issuance of 22,000 convertible debentures (“Debentures”) on July 24, 2012 as compared to the actual expenditures when the proceeds were exhausted in the period ended June 30, 2013.

        Estimated        
    Use of Financing Net Proceeds (000's)   Allocation of Net     Actual Costs Incurred  
    (excluding General Working Capital)   Proceeds     to June 30, 2013  
     Sage Plain Project permitting and mine design (1) $ 5,065   $ 1,214  
     Sheep Mountain Project permitting, mine design and development   4,300     1,356  
     Sustaining capital for existing mines   2,660     3,565  
     Daneros Mine development, permitting and exploration (1)   1,600     0  
     Payment to Uranium One for Titan Uranium loan   1,050     1,055  
     Payment to Pinetree Capital for Titan Uranium loan   1,030     1,039  
     Canyon & Pinenut Mines permitting and site rehabilitation (1)   825     8,851  
     Energy Queen Mine permitting, site rehabilitation and exploration (1)   550     0  
      $ 17,080   $ 17,080  

    (1) Concurrent with the Company's decision to place its Colorado Plateau mines on standby in the quarter ended December 31, 2012 due to lower uranium spot market prices, permitting and development projects on the Colorado Plateau were scaled back and the Company allocated additional funding to the Arizona Strip development projects, which are the Company’s higher grade development properties.

    LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents were $7.86 million at June 30, 2013 compared with $13.66 million at September 30, 2012. The decrease of $5.80 million was due to cash provided by operations of $1.98 million, cash used in investing activities of $11.63 million, and cash provided in financing activities of $4.13 million. The Company’s working capital is $33.79 million compared with $41.93 million at September 30, 2012.

    The Company`s revenues can vary significantly on a quarterly basis as a result of the timing of deliveries pursuant to its uranium term supply contracts. During the quarter ended June 30, 2013, the Company sold 50,000 pounds of U 3 O 8 , all of which sales were pursuant to term supply contracts. The Company expects to sell 257,000 pounds U 3 O 8 pursuant to its long-term supply contracts during the quarter-ended September 30, 2013. In addition, the Company uses significantly more cash when the White Mesa Mill is processing conventional ore, and during the three and nine months ended June 30, 2013 the Company produced 416,000 and 864,000 pounds U 3 O 8 from conventional ore respectively. The Company will primarily manage its liquidity by appropriately managing uranium concentrate inventories and conventional ore processing schedules in the following manner: (1) to provide the Company access to sufficient uranium concentrates required for deliveries pursuant to its term supply contracts, and (2) to generate sufficient cash from concentrate sales in a timely fashion such that it has sufficient cash on-hand for the higher expenditures required when conventional ore is processed at the White Mesa Mill. The Company is also in the process of evaluating loan financing to increase its operational flexibility.

    Uranium concentrate inventory was 502,000 pounds U 3 O 8 at June 30, 2013. Based on spot market prices at June 30, 2013, this inventory has a value of $19.9 million. At June 30, 2013, a total of 1,500 tons of conventional ore was stockpiled at the mill containing approximately 16,000 pounds U 3 O 8 . The Company also had approximately 137,000 pounds of U 3 O 8 contained in alternate feed material stockpiled at the mill at June 30, 2013.

    Net cash used by operating activities during the three months ended June 30, 2013 totaled $10.35 million, and was comprised of the net loss for the period of $5.53 million, adjusted for non-cash items, and an increase in non-cash working capital. The increase in non-cash working capital is mainly attributable to an increase in inventories.

    - 6 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Net cash provided in investing activities during the three months ended June 30, 2013 totaled $0.18 million, and was comprised of expenditures for property, plant and equipment of $0.79 million, exploration and evaluation activities of $2.29 million primarily on the Canyon, Pinenut and Sheep Mountain projects, less $1.09 million in proceeds received from the sale of plant, property and equipment and $2.14 million of collateral was returned to the Company.

    Net cash provided by financing activities during the three months ended June 30, 2013 was $5.30 million including proceeds from the issuance of common shares and warrants of $6.21 million and interest paid on convertible debentures of $0.88 million.

    Contingencies

    Legal matters

    On November 16, 2009, as amended on February 1, 2010 and July 22, 2011, the Center for Biological Diversity, Grand Canyon Trust, Sierra Club, Kaibab Band of Paiute Indians and Havasupai Tribe (the “Plaintiffs”) filed a lawsuit in the U.S. District Court for the District of Arizona against the U.S. Secretary of the Interior and the U.S. Bureau of Land Management (“BLM”) (together, the “Defendants”) seeking an order declaring that the Defendants have violated environmental laws in relation to the Company’s Arizona 1 mine, by not requiring a new Plan of Operations in connection with the start of mining activities. The Plaintiffs also claimed that, if a new Plan of Operations is not required, the Defendants failed to conduct a review of potential environmental impacts from the mine since the existing Plan of Operations for the mine was approved by BLM in 1988. The Company’s subsidiary Energy Fuels Resources (USA) Inc. (“EFRI”) intervened in the case. The Plaintiffs sought an order declaring that the Defendants have violated these environmental laws in relation to the Arizona 1 mine, and an injunction directing operations to cease and stopping the Defendants from authorizing or allowing any further mining or exploration operations at the Arizona 1 mine until the Defendants comply with all applicable laws. On October 7, 2011, the District Court issued its final ruling in favor of the Defendants and EFRI and against the Plaintiffs on all counts. On November 28, 2011, the Plaintiffs appealed the District Court’s ruling to the Ninth Circuit Court of Appeals, and on February 4, 2013 the Court of Appeals issued its ruling in favor of the Defendants and EFRI, and against the Plaintiffs, on all counts. On March 21, 2013, the Plaintiffs filed a petition for rehearing with the Ninth Circuit Court of Appeals. The Plaintiff’s petition was denied on April 22, 2013. The Plaintiff’s final avenue for appeal on this matter, filing a petition with the U.S. Supreme Court, expired on July 22, 2013. This matter has now concluded.

    The Company’s subsidiary EFRI entered into a fixed price construction contract with KGL Associates, Inc. (“KGL”) in 2009 relating to the construction of tailings cell 4B at the Company’s White Mesa Mill. The performance by KGL of its obligations under this contract is under dispute in the Seventh District Court in San Juan County, Utah. In the litigation: (a) EFRI seeks approximately $3.25 million in damages from KGL, including indemnity and reimbursement from KGL for monies paid by EFRI to KGL subcontractors or suppliers unpaid when KGL abandoned the project; (b) KGL seeks payment of approximately $1.84 million for alleged project labor and/or equipment inefficiencies allegedly caused by EFRI and foregone profits; and (c) both parties seek pre-judgment interest, attorney fees and costs. The litigation was fully joined in February 2011. A case management order is in place and discovery has been completed. The parties have agreed to settle this matter in binding arbitration. Under the Arrangement Agreement dated May 23, 2012 between the Company and Denison Mines Corp., which was entered into in connection with the acquisition by the Company of the Denison US Mining Division in June 2012, Denison has agreed to fully indemnify the Company in connection with this litigation and will receive any proceeds from a judgment.

    On April 25, 2013, the Colorado Department of Public Health and Environment (“CDPHE”) re-issued the radioactive materials license (the “License”) to the Company for the proposed Piñon Ridge Mill. On May 24, 2013, Sheep Mountain Alliance (“SMA”) and Rocky Mountain Wild “RMW”), two non-government organizations, filed a suit in Denver District Court challenging the re-issuance of the License. On July 5, 2013, the Company and CDPHE filed motions to dismiss a majority of the claims of SMA and RMW. The briefing on the motions to dismiss is ongoing at this time.

    On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time. On January 28, 2013, the Company filed a Special Appearance to Challenge Personal Jurisdiction, Motion to Transfer Venue, Motion to Dismiss for Forum Non Conveniens and Original Answer Subject Thereto.

    - 7 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    On January 11, 2013, the Ute Mountain Ute tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination located in the shallow aquifer at the Company’s White Mesa Mill site. This challenge is currently being evaluated by UDEQ and the Company, and may involve the appointment by UDEQ of an Administrative Law Judge to hear this matter under Utah administrative procedures. If appointed, the Administrative Law Judge will set a schedule for further proceedings which will involve a hearing to resolve the challenge. After the hearing, the judge will issue a recommended decision to the final agency decision maker, the Director of UDEQ. An appeal can be taken from the Director's decision to Utah's appellate courts.

    On March 7, 2013, the Center for Biological Diversity, the Grand Canyon Trust, the Sierra Club and the Havasupai Tribe (the “Plaintiffs”) filed a complaint in U.S. District Court for the District of Arizona (the “Court”) against the Forest Supervisor for the Kaibab National Forest and the U.S. Forest Service (“USFS”, collectively, the “Defendants”) seeking an order declaring that the USFS failed to comply with environmental, mining, public land, and historic preservation laws in relation to the Company’s Canyon mine, and setting aside and vacating any approvals and authorizations regarding exploration and mining operations at the Canyon mine. In addition, the Plaintiffs seek injunctive relief directing operations to cease at the mine and enjoining the USFS from authorizing or allowing any further exploration or mining-related activities at the Canyon mine until the USFS fully complies with all applicable laws. In particular, the Plaintiffs claim that (1) the USFS’ decision to allow mining operations at the Canyon mine under a 1986 Plan of Operations and Environmental Impact Statement (“EIS”) is in contravention of applicable laws; (2) the USFS failed to undertake and complete a National Historic Preservation Act (“NHPA”) Section 106 Process relating to adverse impacts to the Red Butte Traditional Cultural Property, and; (3) the USFS failed to comply with the National Environmental Policy Act (“NEPA”), NHPA, Executive Order 13007, the National Forest Management Plan, the Kaibab Forest Plan, and U.S. Forest Service Mining Regulations when it determined that the unpatented mining claims at the Canyon mine had valid existing rights under the 1872 Mining Law. On April 11, 2013, the Plaintiffs filed a Motion for Preliminary Injunction to enjoin the Defendants from allowing construction and/or mining activities to occur at the Canyon mine and suspending all USFS approvals. On April 15, 2013, the Company’s subsidiaries, EFRI and EFR Arizona Strip LLC filed an Unopposed Motion to Intervene, which was granted by the Court on April 17, 2013. The briefing on the Motion for Preliminary Injunction has been completed by the parties, and a hearing is scheduled for August 20, 2013. On June 13, 2013, the USFS filed a Motion to Dismiss all but one of the Plaintiffs claims for lack of subject matter jurisdiction. The Company did not join in this Motion. The Motion to Dismiss briefing is not completed, and the Court has not scheduled a date for a hearing on this Motion. The USFS and the Company are not required to file their Answers until the Court issues a decision on the Motion to Dismiss. If the Plaintiffs are successful on their Motion for Preliminary Injunction or on the merits, the Company may be required to stop mine development and mining activities at the Canyon mine pending resolution of the matter. Any required stoppage of mine development and mining activities could have a significant impact on the Company.

    OFF-BALANCE SHEET ARRANGEMENTS

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

    TRANSACTIONS WITH RELATED PARTIES

    The Company has not engaged in any transactions with related parties during the period.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to pay dividends in the near future. If the Company generates earnings in the future it intends to reinvest cash from operations to fund future growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OUTSTANDING SHARE DATA

    At August 14, 2013, there were 755,302,496 common shares issued and outstanding, of which 1,046,067 were acquired by the Company pursuant to the Titan Uranium Inc. acquisition and are treated as treasury stock. In addition, the Company has 55,470,336 warrants issued and outstanding to purchase a total of 55,470,336 common shares, and 39,871,500 stock options outstanding to purchase a total of 39,871,500 common shares for a total of 850,644,332 common shares on a fully-diluted basis. In addition, at August 14, 2013, there were 22,000 Debentures outstanding, convertible into a total of 73,333,333 common shares at a price of $0.30 per common share.

    - 8 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    NON-IFRS MEASURES

    Cost of production per pound of U 3 O 8 and adjusted cost of production per pound of U 3 O 8 presented in the below table are non-IFRS measures. These measures do not have a standardized meaning or a consistent basis of calculation under IFRS. The Company uses these measures in its assessment of the performance of its uranium production business at the White Mesa Mill. The Company believes that, in addition to financial measures prepared in accordance with IFRS, certain investors may consider this information when evaluating our uranium production operations at the White Mesa Mill.

    The Company became a uranium producer on June 29, 2012 when it acquired the Denison US Mining Division and as such comparative periods for the three and nine months ended June 30, 2013 are not applicable. The transaction was accounted for as a business combination and in accordance with IFRS 3, the Company recorded the assets and liabilities acquired at their estimated fair market values as of June 29, 2012. Included in the assets acquired were stockpiles of both conventional ore and alternate feed materials and therefore fair value adjustments to these acquired inventories are included in the cost of production per pound and the adjusted cost of production per pound when these inventories are processed into concentrates and work-in-progress inventory. In addition, for any given period, the Company’s cost of production per pound of U 3 O 8 and adjusted cost of production per pound of U 3 O 8 are impacted by various other factors, including but not limited to, the mix of alternate feed production relative to production from conventional ore, the specific mines from which the conventional ore was mined and milled, overall production volumes and/or the cost of consumables such as reagents. As such, the Company’s cost of production per pound of U 3 O 8 and adjusted cost of production per pound of U 3 O 8 can vary significantly from period to period.

    These measures are non-standard supplemental information and should not be considered in isolation or as a substitute for measures of performance prepared according to accounting standards. These measures are not indicative of cost of sales, operating profit, net income, cash flow from operations and/or other financial metrics as determined under IFRS. Other companies may calculate these measures differently so you may not be able to make a direct comparison to similar measures presented by other companies.

    To facilitate a better understanding of these measures, the following tables present a reconciliation of the cost of production per pound of U 3 O 8 and adjusted cost of production per pound of U 3 O 8 to our cost of sales for the three and nine months ended

        Three Months     Nine Months  
        Ended     Ended  
        June 30,     June 30,  
        2013     2013  
          Total U 3 O 8 Pounds produced (a)   511,000     1,030,000  
          Total V 2 O 5 Pounds produced   490,000     1,537,000  
    Total cost of sales $  4,620,300   $  44,289,822  
      Plus/(minus) the increase/(decrease) in concentrates and work-in-progress inventories (1)   18,035,745     12,775,162  
    Total cost of production   22,656,046     57,064,984  

    - 9 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Nine Months Ended June 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

        Three Months     Nine Months  
        Ended     Ended  
        June 30,     June 30,  
    Total cost of production $  22,656,046   $  57,064,984  
     minus credits for vanadium production (2)   (2,817,500 )   (9,683,100 )
    U 3 O 8 cost of production (b)   19,838,546     47,381,884  
    U 3 O 8 cost of production per pound (b divided by a) $  38.82   $  46.00  
                 
    U 3 O 8 cost of production (b) $  19,838,546   $  47,381,884  
    Plus/(minus) other adjustments            
      Depreciation, depletion and amortization added to concentrates and work-in-process   (3,355,906 )   (7,898,200 )
    Adjusted U 3 O 8 cost of production (c) $  16,482,640   $  39,483,684  
    Adjusted U 3 O 8 cost of production per pound (c divided by a) $  32.26   $  38.33  

    (1)

    Incudes balance sheet adjustment based on the finalized purchase price allocation of Denison’s US Mining Division completed in June 2013.

       
    (2)

    V 2 O 5 production during period multiplied by the weighted average month- end spot price of V 2 O 5 for the three and nine months ended June 30, 2013 of $5.75 and $6.30.

    CONTROLS AND PROCEDURES

    The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the Company. They are assisted in this responsibility by the Company’s management team. The Chief Executive Officer and Chief Financial Officer after evaluating the design effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at June 30, 2013 have concluded that the Company’s disclosure controls and procedures provide reasonable assurance that material information relating to the Company and its subsidiaries would have been known to them and are appropriately designed.

    During the period ended June 30, 2013, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

    QUALIFIED PERSON

    The disclosure of scientific and technical information regarding Energy Fuels’ properties in this MD&A was prepared under the supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of Energy Fuels, who is a Qualified Person in accordance with the requirements of National Instrument 43-101.

    - 10 -



    Exhibit 99-107

    Energy Fuels Inc.

    Condensed Interim Consolidated Financial Statements
    (Unaudited)

    Three and Nine Months Ended June 30, 2013



    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

    June 30, 2013 September 30, 2012

    (Revised, Note 4)  

    ASSETS

             

     

       

    Current assets

               

       Cash and cash equivalents

    $  7,861 $  13,657

       Marketable securities (Note 6)

      219     1,627  

       Trade and other receivables (Note 7)

    1,854 15,268

       Inventories (Note 8)

      30,323     28,180  

       Prepaid expenses and other assets

    416 466

     

      40,673     59,198  

    Non-current

       

       Inventories (Note 8)

      -     2,688  

       Property, plant and equipment (Note 9)

    127,494 119,524

       Investment in Virginia Energy (Note 5)

      3,433     -  

       Intangible assets

    9,892 13,909

       Restricted cash (Note 10)

      26,237     28,525  

     

    $  207,729 $  223,844

     

               

    LIABILITIES & SHAREHOLDERS' EQUITY

       

     

               

    Current liabilities

       

       Accounts payable and accrued liabilities

    $  5,249   $  15,347  

       Deferred revenue

    1,150 1,150

       Current portion of long-term liabilities

               

           Decommissioning liability (Note 10)

    95 43

           Loans and borrowings

      394     724  

     

    6,888 17,264

    Non-current

               

       Long-term decommissioning liability (Note 10)

    13,903 15,156

       Long-term loans and borrowings

      20,157     22,765  

     

    40,948 55,185

     

               

    Shareholders' equity

       

       Capital stock (Note 11)

    $  188,785   $  178,745  

       Contributed surplus

    19,840 17,906

       Share purchase warrants

      4,882     6,002  

       Deficit

    (46,519 ) (33,041 )

       Accumulated other comprehensive loss

      (207 )   (953 )

     

    166,781 168,659

     

    $  207,729   $  223,844  

    Additional footnote references
    Commitments and contingencies (Note 13)
    Subsequent events (Note 16)

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Larry Goldberg , Director

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

    2



    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Comprehensive Income (Loss)
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

     

      Three Months Ended     Nine Months Ended  

     

      June 30,     June 30,  

     

      2013     2012     2013     2012  

     

            (Revised, Note 4)           (Revised, Note 4)

     

                           

    REVENUES (Note 14)

    $  4,954   $  -   $  47,968   $  -  

     

                           

    COST OF SALES

                           

    Production cost of sales

      3,783     -     37,725     -  

    Impairment of inventories (Note 8)

      563     -     1,964     -  

    Depreciation, depletion and amortization (Note 14)

      274     -     4,601     -  

    TOTAL COST OF SALES

      (4,620 )   -     (44,290 )   -  

    GROSS PROFIT

      334     -     3,678     -  

    Care and maintenance expenses

      (1,612 )   -     (3,666 )   -  

    Selling, general and administrative expenses

      (3,523 )   (1,184 )   (12,718 )   (4,310 )

    Finance income (expense) (Note 14)

      (832 )   (18 )   (577 )   (221 )

    Gain on purchase of Denison US Mining Division (Note 4)

      -     40,632     -     40,632  

    Impairment of plant, property and equipment

      -     (11,964 )   -     (11,964 )

    Other income (expense) (Note 14)

      101     (2,286 )   (187 )   (1,960 )

    NET PROFIT (LOSS) BEFORE TAXES

      (5,532 )   25,180     (13,470 )   22,177  

    Income tax expense

      -     -     (8 )   -  

    NET PROFIT (LOSS) FOR THE PERIOD

      (5,532 )   25,180     (13,478 )   22,177  

    Unrealized loss on marketable securities

      -     (1,138 )   -     (1,483 )

    Share of other comprehensive loss of equity-accounted investees, net of tax (Note 5)

      (23 )   -     (23 )   -  

    Change in foreign currency translation

      362     18     746     269  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (5,193 ) $  24,060   $  (12,755 ) $  20,963  

     

      -     -              

    EARNINGS(LOSS) PER COMMON SHARE

      -     -              

        BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

    $  (0.01 ) $  0.12   $  (0.02 ) $  0.13  

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

    3



    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

      Nine Months Ended  

     

      June 30,  

     

      2013     2012  

     

            (Revised, Note 4)

    Capital stock (Note 11)

               

       Balance, beginning of period

    $  178,745   $  60,052  

           Shares issued for Titan Uranium, Inc. asset purchase

      -     32,499  

           Shares issued for Titan Uranium, Inc. advisory fees

      -     431  

           Treasury shares

      -     (371 )

           Shares issued for Denison US Mining merger (Note 4)

      -     79,322  

           Shares issued for Denison US Mining advisory fees (Note 4)

      -     981  

           Shares and Warrants issued for Private Placement

      5,684     6,549  

           Shares issued for acquisition of joint venture interests (Note 3)

      682     -  

           Shares issued for Investment in Virginia Energy (Note 5)

      3,906     -  

           Shares issued for Virginia Energy advisory fees (Note 5)

      39     -  

           Shares issued for consulting fees

      132     -  

           Share issuance costs

      (403 )   (875 )

           Stock options exercised (Note 12)

      -     5  

       Balance, end of period

      188,785     178,593  

     

               

    Contributed surplus

               

       Balance, beginning of period

      17,906     13,809  

           Share purchase warrants expired

      1,899     -  

           Share-based compensation

      35     1,448  

           Stock options exercised (Note 12)

      -     (2 )

       Balance, end of period

      19,840     15,255  

     

               

    Share purchase warrants

               

       Balance, beginning of period

      6,002     4,159  

           Warrants issued in exchange for Titan warrants

      -     541  

           Share purchase warrants expired

      (1,899 )   -  

           Warrants issued for private placement

      837     1,464  

           Share issuance costs - private placement

      (58 )   -  

       Balance, end of period

      4,882     6,164  

     

               

    Deficit

               

       Balance, beginning of period

      (33,041 )   (34,575 )

           Net income (loss) for the period

      (13,478 )   22,177  

       Balance, end of period

      (46,519 )   (12,398 )

     

               

    Accumulated other comprehensive loss

               

       Balance, beginning of period

      (953 )   (1,251 )

           Unrealized loss on marketable securities

      -     (1,483 )

           Foreign currency translation reserve

      746     269  

       Balance, end of period

      (207 )   (2,465 )

     

               

    Total shareholders' equity

    $  166,781   $  185,149  

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

    4



    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

      Three Months Ended     Nine Months Ended  

     

      June 30,     June 30,  

     

      2013     2012     2013     2012  

     

                           

    OPERATING ACTIVITIES

                           

       Net loss for the period

    $  (5,532 ) $  25,180   $  (13,478 ) $  22,177  

       Items not involving cash:

            -              

           Depletion, depreciation and amortization

      914     12     9,487     45  

           Stock-based compensation

      30     -     35     1,249  

           Finance income (expense)

      832     (134 )   577     69  

           Unrealized foreign currency translation

      (334 )   458     112     175  

           Gain on purchase of Denison US Mining Division (Note 4)

      -     (40,632 )   -     (40,632 )

           Shares issued for Denison US Mining advisory fees (Note 4)

      -     981     -     981  

           Impairment of plant, property and equipment

      -     11,964     -     11,964  

           Impairment of inventories (Note 8)

      563     -     1,964     -  

           Other (income) expense

      (101 )   -     187     (324 )

       Change in non-cash working capital

      (6,854 )   1,178     2,639     (68 )

       Interest received

      131     3     457     10  

     

      (10,351 )   (990 )   1,980     (4,354 )

     

                           

    INVESTING ACTIVITIES

                           

       Development expenditures on property, plant and equipment

      (792 )   (107 )   (3,162 )   (527 )

       Expenditures on exploration and evaluation

      (2,291 )   (31 )   (11,342 )   (1,092 )

       Acquisition of Titan Uranium, net of cash acquired

      -     -     -     (486 )

       Acquisition of joint venture interests, net of cash acquired

      -     -     (758 )   -  

       Expenditures for Investment in Virginia Energy

      -     -     (269 )   -  

       Cash acquired in the acquisition of Denison Mines US Division

      -     552     -     552  

       Proceeds from sale of property, plant and equipment

      1,090     -     1,090     324  

       Proceeds from sale of marketable securities

      33     -     849     -  

       Change in cash deposited with regulatory agencies for decommissioning liabilities, net of interest

      2,136     -     1,959     (12 )

     

      176     414     (11,633 )   (1,241 )

     

                           

    FINANCING ACTIVITIES

                           

       Issuance of common shares and warrants, net of share issuance costs

      6,205     7,137     6,205     7,137  

       Stock option exercises

      -     3     -     3  

       Repayment of borrowings

      (33 )   (5 )   (370 )   (132 )

       Interest paid on convertible debentures

      (882 )   -     (1,706 )   -  

     

      5,290     7,135     4,129     7,008  

     

      -     -              

    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE PERIOD

      (4,885 )   6,559     (5,524 )   1,413  

       Effect of exchange rate fluctuations on cash held

      (265 )   (167 )   (272 )   159  

       Cash and cash equivalents - beginning of period

      13,011     2,135     13,657     6,955  

    CASH AND CASH EQUIVALENTS - END OF PERIOD

    $  7,861   $  8,527   $  7,861   $  8,527  

     

                           

     

                           

    Non-cash investing and financing transactions:

                           

     

                           

       Issuance of shares for acquisition of joint venture interests (Note 3)

    $  -   $  -   $  682   $  -  

       Issuance of shares for investment in Virginia Energy (Note 5)

      -     -     3,945     -  

       Issuance of secured notes for acquisition of mineral properties

      -     32,551     -     33,470  

       Issuance of shares and warrants for acquisition of Denison US Mining Division (Note 4)

      -     80,303     -     80,303  

       Issuance of secured notes for acquisition of mineral properties

      -     1,161     -     1,161  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    1.

    REPORTING ENTITY AND NATURE OF OPERATIONS

    Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. Energy Fuels Inc. registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6 and its principal place of business and the head office of the Company’s U.S. subsidiaries is located at 225 Union Blvd., Suite 600, Lakewood, Colorado, 80228 USA.

    Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “EFI”) are engaged in uranium mining and related activities, including the acquisition, exploration and development of uranium and vanadium bearing mineral properties, and the extraction, processing and selling of uranium and vanadium.

    Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co-product of some of the Company’s mines, is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company also processes uranium bearing waste materials, referred to as “alternate feed materials.”

    2.

    BASIS OF PRESENTATION

    These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

    These condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the annual audited financial statements of the Company for the year ended September 30, 2012.

    The accounting policies and methods of application applied by the Company in these condensed interim consolidated financial statements are the same as those applied to the consolidated financial statements as at and for the year ended September 30, 2012, except the policies and methods as disclosed below which were adopted by the Company upon its investment in Virginia Energy Resources Inc. (“Virginia Energy”) (see Note 5):

    Investment in Associates

    Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of an associate is measured at the fair value of the assets given up, shares issued or liabilities assumed at the date of acquisition plus costs directly attributable to the acquisition.

    The consolidated financial statements include the Company’s share of the profit or loss and other comprehensive income of equity-accounted investees, after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until significant influence ceases.

    When the Company’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee.

    The carrying value of an associate is reviewed on a regular basis and, if impairment in the carrying value has occurred, it is written down to its recoverable amount in the period in which impairment is identified.

    Unrealized gains and losses on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in its associates.

    6



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    3.

    ACQUISITION OF JOINT VENTURE INTERESTS

    On September 21, 2012, the Company executed a Purchase Agreement whereby the Company agreed to purchase from Aldershot Resources Ltd. (“Aldershot”) its membership interest in the Colorado Plateau Partners LLC (“CPP”) and Arizona Strip Partners LLC (“ASP”), each a 50/50 joint venture between Energy Fuels Resources Corp. (“EFRC”) and Aldershot.

    The acquisition was completed on October 1, 2012. Pursuant to the Purchase Agreement, Aldershot received $750 in cash, cancellation of debt owed by Aldershot to EFRC of $557 including a note receivable of $509 and 3,527,570 shares of EFI common stock valued at Cdn$0.19 per share. The total purchase price was $2,042 including $53 of transaction costs. The transaction was accounted for as an asset purchase and the cost of each item of property, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

    Cash $  750  
    3,527,570 common shares of EFI   682  
    Cancellation of debt   557  
    Transaction costs incurred   53  
       Purchase consideration $  2,042  
           
           
    The purchase price was allocated as follows:      
    Cash and cash equivalents $  45  
    Property, plant and equipment (1)   1,997  
    Restricted cash   54  
    Decommissioning liability   (54 )
      $  2,042  

    (1) The properties included as part of property, plant and equipment are the Calliham Lease, the Crain Lease, four Utah State Leases, and 94 unpatented mining claims, all of which are located in Utah. As a result of the acquisition, the Company now owns 100% of the Sage Plain Project.

    4.

    ACQUISITION OF DENISON MINES HOLDINGS CORP. AND WHITE CANYON URANIUM LTD

    On May 23, 2012, the Company and Denison Mines Corp. (“Denison”) entered into an Arrangement Agreement (the “Arrangement”) whereby EFI would acquire from Denison (the “Acquisition”) (i) all of the issued and outstanding shares of Denison Mines Holdings Corp. (“DMHC”) (ii) all of the issued and outstanding shares of White Canyon Uranium Ltd. (“White Canyon”), and (iii) all indebtedness of DMHC, White Canyon and their direct and indirect subsidiaries (collectively, the “Denison US Mining Division”) owing to Denison and any affiliates of Denison (other than members of the Denison US Mining Division). The Terms of the Arrangement required EFI to distribute 425,440,872 common shares to Denison shareholders on a pro-rata basis such that Denison shareholders would receive approximately 1.106 common shares of EFI for each common share of Denison owned.

    The shareholders of EFI and the shareholders of Denison approved the Arrangement at their respective Special Meetings held on June 25, 2012. The Arrangement was approved by the Toronto Stock Exchange on June 7, 2012 and was approved by the Ontario Superior Court of Justice on June 27, 2012. The Acquisition was completed on June 29, 2012.

    7



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    4.

    ACQUISITION OF DENISON MINES HOLDINGS CORP. AND WHITE CANYON URANIUM LTD (continued)

    The transaction was accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction, Energy Fuels controls the board of directors with eight of the ten board seats, has a majority of senior management posts, and has overall control of the day-to-day activities of the combined entities. In accordance with IFRS, the accounting for this acquisition was initially done on a preliminary basis and was finalized in June 2013. Subsequent to the preliminary accounting for the acquisition, the Company made certain adjustments to the allocation of the purchase price, taking into account new and relevant information available including a valuation report from a third-party consultant received before the end of the measurement period in June 2013. The adjustments made subsequent to the preliminary purchase allocation include an adjustment to decrease the acquisition date estimated fair value of plant, property and equipment by $16,109 and an adjustment to decrease decommissioning liabilities by $526. The adjustments recorded resulted in a decrease in gain on bargain purchase of $15,583 from the preliminary purchase allocation and the balance sheet has been revised accordingly.

    A summary of the final allocation of the fair values of assets acquired and liabilities assumed together with the adjustments made to the preliminary purchase price allocation as disclosed in the Company’s consolidated financial statements for the year ended September 30, 2012 is as follows:

        Preliminary     Adjustments     Revised  
    Purchase price                  
     Issuance of 425,440,872 common shares of EFI $  79,322   $  -   $  79,322  
                       
    Fair value of assets and liabilities acquired                  
         Cash and cash equivalents $  552   $  -   $  552  
         Trade and other receivables   241     -     241  
         Inventories   31,530     -     31,530  
         Prepaid expenses and other assets   303     -     303  
         Property, plant and equipment   84,941     (16,109 )   68,832  
         Intangible assets   15,851     -     15,851  
         Restricted cash (1)   24,965     -     24,965  
         Accounts payable and accrued liabilities   (7,802 )   -     (7,802 )
         Deferred revenue   (1,150 )   -     (1,150 )
         Decommissioning liabilities   (13,895 )   526     (13,369 )
        135,536           119,953  
         Gain on bargain purchase (2)   (56,214 )   15,583     (40,631 )
      $  79,322   $  -   $  79,322  

      (1)

    Cash, cash equivalents and fixed income securities posted as collateral for various bonds with state and federal regulatory agencies for estimated reclamation costs associated with the decommissioning liability of the White Mesa mill, and plant, property and equipment.

         
      (2)

    The Acquisition of DMHC and White Canyon resulted in a gain on bargain purchase as a result of the excess of the estimated fair value of the assets and liabilities acquired over the fair value of the issuance of 425,440,872 EFI common shares at Cdn$0.19, for a total purchase price of $79,322.

         
     

    Under IFRS 3, the fair value consideration was based on the Cdn$0.19 common share price of the EFI common shares issued on June 29, 2012 (the date of Acquisition) and not the Cdn$0.26 common share price of the EFI common shares on May 23, 2012 the date when the Arrangement with Denison was announced. The decline in share price of EFI common shares in the intervening period without any adjustment to the number of common shares issued contributed to the bargain purchase gain.

    8



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    4.

    ACQUISITION OF DENISON MINES HOLDINGS CORP. AND WHITE CANYON URANIUM LTD (continued)

    As a result of the measurement period adjustments, the comparative information presented in the consolidated financial statement for the year ended September 30, 2012 is revised as follows:

        As at  
        September 30, 2012  
        As originally stated     Revised  
                 
    INVENTORIES $  33,273   $  30,868  
    PROPERTY, PLANT AND EQUIPMENT $  133,085   $  119,524  
    DECOMMISSIONING LIABILITY $  (15,724 ) $  (15,199 )
    DEFICIT $  17,602   $  33,041  

        As at  
        September 30, 2012  
        As stated orginially     Revised  
    PRODUCTION COST OF SALES $  (21,855 ) $  (21,711 )
    GAIN ON BARGAIN PURCHASE $  56,215   $  40,632  
    NET INCOME FOR THE PERIOD $  16,973   $  1,534  
    COMPREHENSIVE INCOME FOR THE PERIOD $  17,271   $  1,831  

    As a result on the measurement period adjustments, the comparative information presented in the condensed interim consolidated financial statement for the three and nine months ended June 30, 2013 is revised as follows:

        Three Months Ended     Nine Months Ended  
        June 30, 2012     June 30, 2012  
        As stated originally     Revised     As stated originally     Revised  
                             
    BARGAIN PURCHASE GAIN $  51,333   $  40,632   $  51,333   $  40,632  
    NET INCOME FOR THE PERIOD $  35,882   $  25,180   $  32,878   $  22,176  
    COMPREHENSIVE INCOME FOR THE PERIOD $  34,760   $  24,058   $  31,663   $  20,961  

    Pro forma information

    Unaudited pro forma results of operations have been prepared as if the Denison US Mining division acquisition had occurred at October 1, 2011. The unaudited pro forma consolidated financial statement information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Any potential synergies that may be realized and integration costs that may be incurred have been excluded from the unaudited pro forma financial statement information.

    For the year ended September 30, 2012, pro forma consolidated revenue and net income would have been $94,294 and $2,961, respectively. The pro forma net income included a total of $2,535 of acquisition costs incurred in connection with the acquisition.

    9



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    5.

    INVESTMENT IN VIRGINIA ENERGY RESOURCES INC.

    On January 28, 2013, pursuant to a private placement, the Company acquired 9,439,857 common shares of Virginia Energy Resources Inc.at a price of Cdn$0.42 per common share. The 9,439,857 common shares acquired by the Company represented 16.5% of Virginia Energy’s common shares outstanding. Consideration paid by the Company for this investment consisted of Cdn$250($248) in cash and 21,851,411 common shares of the Company issued on a private placement basis for an aggregated consideration of $4,156. The Company issued 270,270 common shares on a private placement basis in partial satisfaction of financial advisory services provided in connection with its investment in Virginia Energy.

    Virginia Energy is listed on the Toronto Venture Exchange and owns 100% of the advanced-stage Coles Hill Project located in south central Virginia, USA.

    Pursuant to the subscription agreement with Virginia Energy, for so long as the Energy Fuels owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding common shares, increasing to 9.9% after 2 years. Management has assessed that the provisions of the subscription arrangement, which allowed it to appoint a director to the Board of Virginia Energy represents significant influence over Virginia Energy, as the Company has the power to participate in the operating and financial decisions of Virginia Energy. Accordingly, the Company has accounted for its investment in Virginia Energy using equity accounting.

    Summary financial information for Virginia Energy is as follows:

        March 31,  
        2013  
    Current assets $  3,742  
    Non-current assets   27,597  
    Total assets   31,339  
    Current liabilities   694  
    Non-current liabilities   3,980  
    Total liabilities   4,674  
    Equity   26,665  
    Net loss for the three months ended March 31, 2013   (5,138 )

    Virginia Energy generally releases its financial statements after Energy Fuels releases its financial statements. Accordingly, the Company will record its share of Virginia Energy’s comprehensive income or loss using information available from the previous quarter. The Company has recorded a loss of $584 other income (expense) and $23 in other comprehensive income for its share of comprehensive income or loss of Virginia Energy for the three months ended March 31, 2013. The Company also recorded a comprehensive loss of $237 due to translation of the functional currency of the investment.

    At June 30, 2013, the fair value of the Company’s investment in Virginia Energy was $2,065.

    10



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    6.

    MARKETABLE SECURITIES

    Marketable securities are classified as available-for-sale, are stated at their fair values, and consist of the following:

        June 30,     September 30,  
        2013     2012  
      $      
    Mega Uranium Ltd.            
    2,877,000 common shares (September 30, 2012 - 10,000,000)   219     1,627  
        219     1,627  

    The Company has classified its investment in Mega Uranium Ltd. (“Mega”) as an available-for-sale investment. During the three and nine month period ended June 30, 2013, the Company sold 590,000 and 7,123,000 shares of Mega for gross proceeds of Cdn$64 ($61) and Cdn$893 ($850), and recorded a loss of $188 and $473 respectively in profit and loss.

    7.

    TRADE AND OTHER RECEIVABLES


        June 30,     September 30,  
        2013     2012  
      $      
    Trade receivables - mineral concentrate sales   934     12,807  
    Other receivables   903     1,906  
    Notes receivable (1)   17     555  
        1,854     15,268  

      (1)

    The September 30, 2012 amount of $557 included a $509 promissory note receivable from Aldershot, which held a 50% interest in the CPP joint venture with EFRC until the promissory note was canceled on October 1, 2012 as a result of EFRC’s acquisition of Aldershot’s 50% joint venture interest in CPP (Note 3).


    8.

    INVENTORIES


        June 30,     September 30,  
        2013     2012  
      $      
       Concentrates and work-in-progress (1)   24,151     11,376  
       Inventory of ore and alternative feed in stockpiles   2,079     15,290  
       Raw materials and consumables   4,093     4,204  
        30,323     30,870  
    Inventories - by duration            
       Current   30,323     28,180  
       Long-term - ore in stockpiles   -     2,688  
        30,323     30,868  

      (1)

    During the period ended June 30, 2013, the Company recorded an impairment loss of $1,964 on inventories in profit and loss.

    The current portion of inventory of ore in stockpiles represents ore that is currently expected to be processed within the next twelve months of planned mill production.

    11



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    9.

    PROPERTY, PLANT AND EQUIPMENT


     

            Mineral Properties        

     

      Plant and           Care and     Pre-development        

     

      equipment     Operating     maintenance      and non-operating       Total  

    Cost

                                 

    Balance at September 30, 2012

    $  80,618   $  2,288   $  -   $  63,990   $  146,896  

     Acquisition of joint venture interests (Note 3)

      -     -     -     1,997     1,997  

     Additions

      2,542     1,024     -     10,881     14,447  

     Disposals for the period

      (1,502 )   -     -     -     (1,502 )

     Reclassification to care and maintenance (1)

      -     (3,150 )   3,150     -     -  

     Revision of decommissioning liability

      (1,955 )   29     93     334     (1,499 )

    Balance at June 30, 2013

    $  79,703   $  191   $  3,243   $  77,202   $  160,339  

    Depreciation, depletion, disposals and impairment

                                 

    Balance at September 30, 2012

    $  15,341   $  37   $  -   $  11,994     27,372  

     Depreciation for the period

      6,371     -     -     -     6,371  

     Depletion for the period

      -     279     -     -     279  

     Disposals for the period

      (1,177 )   -     -     -     (1,177 )

     Reclassification to care and maintenance (1)

      -     (232 )   232     -     -  

    Balance at June 30, 2013

    $  20,535   $  84   $  232   $  11,994   $  32,845  

     

                                 

    Carrying amounts

                                 

    At September 30, 2012

    $  65,277   $  2,251   $  -   $  51,996   $  119,524  

    At June 30, 2013

    $  59,168   $  107   $  3,011   $  65,208   $  127,494  

    (1)

    The Beaver, Pandora, and Daneros mines were placed on care and maintenance in the period ended June 30, 2013 as a result of current market conditions. Costs associated with the care and maintenance for mines are expensed in the period in which they are incurred and depletion is no longer recorded. For the three and nine month periods ended June 30, 2013, the costs expensed in profit and loss were $1,612 and $3,666 respectively.

    Pre-development and non-operating properties

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

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

        June 30,     September 30,  
        2013     2012  
      $      
       Colorado Plateau   13,129     11,009  
       Henry Mountains   5,006     3,567  
       Daneros   7     1  
       Arizona Strip   10,694     2,737  
       Sheep Mountain   36,038     34,682  
    Total   64,874     51,996  

    12



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    10.

    DECOMMISSIONING LIABILITIES AND RESTRICTED CASH

    The following table summarizes the Company’s decommissioning liabilities:

     

      June 30,     September 30,  

     

      2013     2012  

     

    $      

    Reclamation obligations, beginning of period

      15,199     466  

       Revision of estimate

      (1,499 )   (45 )

       Liability from acquisition of Titan Uranium, Inc.

      -     1,301  

       Liability from acquisition of Denison US Mining Division (Note 4)

      -     13,369  

       Liability from acquisition of joint venture interests (Note 3)

      54     -  

       Accretion

      244     108  

    Reclamation obligations, end of period

      13,998     15,199  

    Site restoration liability by location:

               

       Exploration drill holes

      95     43  

       White Mesa Mill

      8,185     9,944  

       Colorado Plateau

      1,903     1,679  

       Henry Mountains

      569     417  

       Daneros

      87     74  

       Arizona Strip

      1,891     1,712  

       Sheep Mountain

      1,268     1,330  

     

      13,998     15,199  

    Site restoration liability:

               

       Current

      95     43  

       Non-current

      13,903     15,156  

     

      13,998     15,199  

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted using risk-free interest rates ranging from 0.15% to 3.52% based on US Treasury rates of varying lengths ranging from 1 to 30 years. The total undiscounted decommissioning liability as at June 30, 2013 is $26,699 (September 30, 2012 - $26,647). Reclamation costs are expected to be incurred between 2013 and 2040.

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

        June 30,     September 30,  
        2013     2012  
      $      
    Restricted cash, beginning of year   28,525     2,563  
       Restricted cash from acquisition of Titan (Note 4)   -     2,007  
       Restricted cash from acquisition of Denison US Mining Division (Note 5)   -     24,965  
       Restricted cash from acquisition of Joint Venture interests (Note 4)   54     -  
       Additions (returns) for the year   (2,342 )   (1,010 )
    Restricted cash, end of period   26,237     28,525  

    13



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    10.

    DECOMMISSIONING LIABILITIES AND RESTRICTED CASH (continued)

    Mill and mine reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. The restricted cash will be released when the Company has reclaimed a mineral property. During the period ended June 30, 2013, the Company had a net return of $2,342 from its collateral account (September 30, 2012 – ($1,010).

    11.

    CAPITAL STOCK AND CONTRIBUTED SURPLUS

    Authorized capital stock

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    Issued capital stock

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

        June 30, 2013     September 30, 2012  
        Shares     Amount $     Shares     Amount $  
    Balance, beginning of period   678,606,040     178,745     123,999,665     60,052  
       Shares issued for acquisition of joint venture interests   3,527,570     682     -     -  
       Shares issued for Titan Uranium, Inc. asset purchase (a)   -     -     89,063,997     32,498  
       Shares issued for Titan Uranium, Inc. advisory fees (b)   -     -     1,256,489     431  
       Shares issued for Denison US Mining merger   -     -     425,440,872     79,322  
       Shares issued for Denison US Mining advisory fees   -     -     4,373,917     981  
       Shares and warrants issued for private placement (c)   -     -     35,500,500     6,549  
       Shares issued for Virginia Energy shares   21,851,411     3,906     -     -  
       Shares issued for Virginia Energy advisory fees   270,270     39     -     -  
       Share issuance costs - private placement   -     (403 )   -     (722 )
       Stock options exercised   -     -     16,667     5  
       Treasury shares (d)   -     -     (1,046,067 )   (371 )
       Shares and warrants issued for private placement (e)   47,380,791     5,684     -     -  
       Shares issued for consulting fees   850,000     132     -     -  
    Balance, end of period   752,486,082     188,785     678,606,040     178,745  

    a.

    On February 29, 2012, the Company completed the acquisition of Titan Uranium, Inc. in exchange of 89,063,997 EFI’s common shares at Cdn$0.36 per share aggregating to $32,498.

       
    b.

    Pursuant to the acquisition of Titan Uranium, Inc., the Company issued 1,256,489 EFI common shares valued at $431 in satisfaction of the advisory fee. The value of the EFI shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

    14



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    11.

    CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)


      c.

    On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of Cdn$0.23 per subscription receipt for gross total proceeds of Cdn$8,165 ($8,012) . Each subscription receipt was exchangeable into one unit of the Company upon completion of the Acquisition of the Denison US Mining Division. Each unit consisted of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of Cdn$0. 27 until June 22, 2015. The fair value of the 17,750,250 full warrants that were issued on the completion of the private placement totaled Cdn$1,491( $1,464) and this value was recorded in contributed surplus which is a separate component of shareholders’ equity.

         
      d.

    As a result of the Company’s acquisition of Titan Uranium, Inc., the Company acquired ownership of 1,046,067 shares of EFI common stock. Such shares are treated as treasury shares at June 30, 2013 and are shown as a reduction of equity.

         
      e.

    On June 13, 2013, the Company completed an equity private placement of 47,380,791 non-transferable subscription receipts at a price of Cdn$0. 14 ($0.135) per subscription receipt for gross total proceeds of Cdn$6,663 ($6,522). Each subscription receipt was exchangeable into one unit of the Company. Each unit consisted of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of Cdn$0.19 until June 15, 2015. Also included in the consideration are compensation warrants where each whole warrant entitles the holder to purchase one common share at a price of Cdn$0.18 until June 15, 2015. The fair value of the 23,690,395 full warrants and the 2,529,691 compensation warrants that were issued on the completion of the private placement totaled Cdn$852 ($837) and this value was recorded in contributed surplus which is a separate component of shareholders’ equity.


    12.

    SHARE-BASED PAYMENTS

    Stock options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the nine months ended June 30, 2013, the Company granted 350,000 stock options(June 30, 2012 – 6,656,000) to its employees, directors and consultants, recording stock-based compensation expense of $35 (June 30, 2012 – $1,243, net of $199).

    The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:

      Risk-free rate 1.24% - 1.341%
      Expected life 3.0 – 5.0 years
      Expected volatility 88% - 95%
      Expected dividend yield 0.0%

    15



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    12.

    SHARE -BASED PAYMENTS (continued)

    The fair value of stock options granted during the period ended June 30, 2013 and September 30, 2012 is as follows:

        Nine Months Ended     Year Ended  
        June 30, 2013     September 30, 2012  
      $      
       5,840,000 options granted at C$0.31 on 03/07/12   -     1,308  
       136,000 options granted at C$0.39 on 03/07/12   -     23  
       680,000 options granted at C$0.86 on 03/07/12   -     111  
       3,240,000 options granted at C$0.23 on 08/13/12   -     401  
       13,925,000 options granted at C$0.23 on 08/27/12   -     2,066  
       1,225,000 options granted at C$0.23 on 09/01/12   -     170  
       100,000 options granted at C$0.23 on 09/17/12   -     14  
       50,000 options granted at C$0.18 on 01/25/13   5     0  
       300,000 options granted at C$0.14 on 05/09/13   30     -  
    Value of stock options granted   35     4,093  

    The summary of the Company’s stock options at June 30, 2013 and September 30, 2012, and the changes for the fiscal periods ending on those dates is presented below:

        Nine Months Ended     Year Ended  
        June 30, 2013     September 30, 2012  
                                         
              Weighted           Range of     Weighted        
        Range of     Average           Exercise     Average        
        Exercise Prices     Exercise Price           Prices     Exercise Price     Number of  
        Cdn$     Cdn$     Number of Options     Cdn$     Cdn$     Options  
    Balance, beginning of period   0.16 - 2.25     0.33     31,037,800     0.16 - 2.25     0.59     6,620,300  
    Transactions during the period:                                    
       Granted   0.14 - 0.18     0.15     350,000     0.23 - 0.86     0.27     25,146,000  
       Exercised   0.00     0.00     -     0.20     0.20     (16,667 )
       Forfeited   0.23 - 0.51     0.32     (2,817,000 )   0.20 - 2.25     0.39     (643,333 )
       Expired   0.45 - 2.25     1.52     (1,181,800 )   0.45     0.45     (68,500 )
    Balance, end of period   0.16 - 0.86     0.33     27,389,000     0.16 - 2.25     0.33     31,037,800  

    16



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    12.

    SHARE -BASED PAYMENTS (continued)

    The following table reflects the actual stock options issued and outstanding as of June 30, 2013:

        Remaining Number of   Number of
      Exercise Price   Contractual     Options Number of Options
    Expiry Date         Cdn$ Life (Years) Outstanding Options Vested  Unvested  
    Feb-2014 0.35 0.60 600,000 600,000 -
    Jul-2014 0.35 1.05 550,000 550,000 -
    Oct-2014 0.35 1.31 150,000 150,000 -
    Jun-2015 0.16 1.98 12,500 12,500 -
    Jul-2015 0.20 2.04 795,000 795,000 -
    Jul-2015 0.17 2.06 12,500 12,500 -
    Aug-2015 0.30 2.10 900,000 900,000 -
    Oct-2015 0.62 2.30 75,000 75,000 -
    Nov-2015 0.71 2.36 50,000 50,000 -
    Apr-2016 0.51 2.79 1,660,000 1,660,000 -
    Jan-2016 0.18 2.57 50,000 50,000  
    Mar-2015 0.39 1.68 136,000 136,000 -
    Mar-2016 0.86 2.69 340,000 340,000 -
    Mar-2017 0.31 3.69 5,295,000 5,295,000 -
    Aug-2017 0.23 4.12 2,313,000 2,313,000 -
    Aug-2017 0.23 4.16 12,825,000 12,825,000 -
    Sep-2017 0.23 4.18 1,225,000 1,225,000 -
    Sep-2017 0.23 4.22 100,000 100,000 -
    May-2018 0.14 4.86 300,000 300,000 -
        3.65 27,389,000 27,389,000 -

    13.

    COMMITMENTS AND CONTINGENCIES

    General legal matters

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

    14.

    SUPPLEMENTAL FINANCIAL INFORMATION

    The components of revenues are as follows:

        Three Months Ended     Nine Months Ended  
        June 30,     June 30,  
        2013     2012     2013     2012  
    Uranium concentrates $  2,937   $  -   $  41,353   $  -  
    Vanadium concentrates   1,953     -     6,405     -  
    Alternate feed materials processing and other   64     -     210     -  
    Revenues $  4,954   $  -   $  47,968   $  -  

    17



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    14.

    SUPPLEMENTAL FINANCIAL INFORMATION

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

        Three Months Ended     Nine Months Ended  
        June 30,     June 30,  
        2013     2012     2013     2012  
                             
       Intangible contract amortization $  304   $  -   $  4,017   $  -  
       Selling   445     -     1,150     -  
       General and administrative   2,774     1,184     7,551     4,310  
    Selling, general and administrative expenses $  3,523   $  1,184   $  12,718   $  4,310  

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

        Three Months Ended     Nine Months Ended  
        June 30,     June 30,  
        2013     2012     2013     2012  
    Accretion expense $  (80 ) $  -   $  (244 ) $  -  
    Change in value of marketable securities   (188 )   -     (473 )   -  
    Foreign exchange   8     19     206     (152 )
    Change in value of convertible debentures   (227 )   -     928     -  
    Interest expense   (476 )   (40 )   (1,451 )   (79 )
    Interest income   131     3     457     10  
    Finance income (expense) $  (832 ) $  (18 ) $  (577 ) $  (221 )

    A summary of depreciation, depletion and amortization expense recognized in the consolidated statement of comprehensive loss is as follows:

        Three Months Ended     Nine Months Ended  
        June 30,     June 30,  
        2013     2012     2013     2012  
    Recognized in production cost of sales $  274   $  -   $  4,601   $  -  
    Recognized in other operating expenses   220     -     503     -  
    Recognized in selling, general and administrative   420     12     4,383     45  
    Depreciation, depletion and amortization $  914   $  12   $  9,487   $  45  

    A summary of other income (expense) recognized in the consolidated statement of comprehensive loss is as follows:

        Three Months Ended     Nine Months Ended  
        June 30,     June 30,  
        2013     2012     2013     2012  
    Transaction costs   -     (2,341 ) $  -   $  (2,341 )
    Share of equity-accounted investees, net of tax   (584 )   -     (584 )   -  
    Other   685     55     397     381  
    Other Income (expense) $  101       $(2,286 ) $  (187 ) $  (1,960 )

    18



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

    15.

    AQUISITITION OF STRATHMORE MINERALS CORP

    On June 11, 2013 the Company and Strathmore Minerals Corp. (“Strathmore”) entered into a definitive arrangement agreement (“Arrangement Agreement”) whereby it is proposed that EFI will acquire, by way of a plan of arrangement, all of the outstanding common shares of Strathmore. Upon closing of the Acquisition, Strathmore shareholders will receive 1.47 common shares of EFI for each whole common share of Strathmore and will own approximately 19.8% of the issued and outstanding common shares of EFI.

    The shareholders of the Company voted to approve the Arrangement at its Special Meeting held on August 13, 2013. The shareholders of Strathmore will be asked to approve the Arrangement at a special meeting to be held on August 20, 2013.

    The obligations of the Company and Strathmore to complete the Arrangement Agreement are subject to satisfactory completion of the following conditions:

    The Arrangement Agreement contains customary deal protection mechanisms including a mutual break fee payable in certain events, as well as a non-solicitation provision and the right to match a superior proposal in favor of the Company.

    The Acquisition will be accounted for as a purchase of assets and the assumption of liabilities by the Company. This transaction is not considered a business combination under IFRS 3 due to the stage of Strathmore’s mineral property projects.

    16.

    SUBSEQUENT EVENTS

    Issuance of shares

    On July 31, 2013 the Company issued 1,570,347 shares for a property acquisition and 200,000 shares to a consultant.

    Issuance of stock options

    On July 15, 2013 the Company granted 11,507,500 stock options to its employees, directors and consultants at prices ranging from Cdn$0.175 ($0.17) to Cdn$0.86 ($0.82) . These options carry terms ranging from approximately two to five years and are fully vested.

    19



    Exhibit 99.108

     
      KEPCO Signs Support Agreements Supporting Energy Fuels’ Acquisition of Strathmore Minerals

    Toronto, Ontario – July 25, 2013

    Energy Fuels Inc. (TSX : EFR) (OTCQX : EFRFF) (“Energy Fuels” or the “Company”) is pleased to announce that Korea Electric Power Corporation (“ KEPCO ”) has signed two support agreements supporting Energy Fuels’ proposed acquisition of Strathmore Minerals Corp. (“Strathmore”) (TSX : STM) (OTCQX : STHJF ). As was previously announced on June 11, 2013, Energy Fuels and Strathmore have entered into a definitive arrangement agreement whereby Energy Fuels will acquire all of the issued and outstanding shares of Strathmore by way of a plan of arrangement (the “ Transaction ”). The shareholders of Energy Fuels and Strathmore will be asked to approve the Transaction at their special meetings to be held on August 13, 2013 and August 20, 2013, respectively.

    KEPCO is the largest shareholder of both Energy Fuels and Strathmore, owning 8.5% and 11.7% of the common shares of each respective company. In addition, an affiliate of KEPCO is Energy Fuels largest uranium customer based on expected FY-2013 deliveries. KEPCO also has a right to enter into a joint venture with Strathmore on the Gas Hills Project in central Wyoming. Energy Fuels expects to evaluate potential synergies that might be realized by combining the Gas Hills Project with the Company’s Sheep Mountain Project, located only 28 miles away. Potential synergies include opportunities for savings through co-development capital and targeting a larger combined annual production profile in excess of the 1.5 million lbs. per year currently outlined in the Sheep Mountain Prefeasibility Study.

    KEPCO is the largest electric utility in South Korea, involved in the generation, transmission and distribution of electric power. KEPCO is responsible for 93% of all of South Korea’s electricity generation. In addition, KEPCO operates and develops nuclear power projects in South Korea and worldwide.

    As a result of signing the support agreements, KEPCO has irrevocably agreed to vote their shares of both companies in favour of the Transaction. In addition, each director and senior officer of both Energy Fuels and Strathmore have agreed to vote in favour of the Transaction.

    Assuming the acquisition is completed, KEPCO will hold approximately 9.1% of the common shares of Energy Fuels. Upon completion of the Transaction, Energy Fuels will appoint a director, nominated by KEPCO, to join the Company’s board of directors.

    Stephen P. Antony, President and CEO of Energy Fuels stated: “We are very pleased that KEPCO supports Energy Fuels’ acquisition of Strathmore. KEPCO is recognized as a world-leader in nuclear power development. We look forward to expanding our relationship with this high-quality organization.”


    About Energy Fuels Inc.

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .

    About Strathmore Minerals Corp.

    Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, the company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico.

    Additional information about Strathmore Minerals Corp. is available by visiting Strathmore's website at www.strathmoreminerals.com or under its profile on SEDAR at www.sedar.com .

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Strathmore, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels' and Strathmore's future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels' and Strathmore's ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels' and Strathmore's most recent annual information forms and annual and quarterly financial reports. Energy Fuels and Strathmore assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels' and Strathmore's respective filings with the various provincial securities commissions which are available online at www.sedar.com . Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Energy Fuels and Strathmore relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    Contact Information:

    Energy Fuels Inc.
    Curtis Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com

    Strathmore Minerals Corp.
    Craig Christy
    Investor Relations
    Toll free: 1-800-647-3303
    info@strathmoreminerals.com
    www.strathmoreminerals.com



    Exhibit 99.109

    ENERGY FUELS INC.

    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON TUESDAY, AUGUST 13, 2013

    MANAGEMENT INFORMATION CIRCULAR
    JULY 15, 2013


    ENERGY FUELS INC.

    NOTICE OF SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD ON
    TUESDAY, AUGUST 13, 2013

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that a special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the offices of Borden Ladner Gervais LLP, 44 th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada on Tuesday, August 13, 2013 at 2:00 pm (Toronto time) for the following purposes:

    1.

    to consider and, if thought advisable, pass an ordinary resolution authorizing the issuance of common shares of the Corporation pursuant to an arrangement between the Corporation and Strathmore Minerals Corp. (“ Strathmore ”), pursuant to which, among other things, the Corporation will indirectly acquire all of the issued and outstanding common shares of Strathmore (each a “ Strathmore Common Share ”) and all of the issued and outstanding restricted share units of Strathmore (each a “ Strathmore RSU ”) on the basis of 1.47 common shares of the Corporation (as currently constituted) (each, an “ Existing EFI Share ”) for each whole Strathmore Common Share or Strathmore RSU, and will issue to the holders of stock options exercisable to purchase Strathmore Common Shares (each a “ Strathmore Option ”), 1.47 stock options exercisable to purchase EFI Common Shares for each Strathmore Option held, on the same terms and conditions as the Strathmore Options, as more particularly described in the management information circular dated July 15, 2013 of the Corporation (the “ Circular ”);

       
    2.

    to consider and, if thought advisable, pass a special resolution authorizing an amendment to the articles of the Corporation providing that the Existing EFI Shares be consolidated on the basis of up to twenty (20) Existing EFI Shares for one (1) new common share in the capital of the Corporation, as more particularly described in the Circular; and

       
    3.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CIBC Mellon Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on August 9, 2013, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated this 15 th day of July, 2013.

    BY ORDER OF THE BOARD

    (signed) “Stephen P. Antony”
    Stephen P. Antony, President
    and Chief Executive Officer


    MANAGEMENT INFORMATION CIRCULAR OF ENERGY FUELS INC.

    TABLE OF CONTENTS

    GLOSSARY OF TERMS 3
    GENERAL INFORMATION 12
         Information Concerning Strathmore Minerals Corp. 12
         Cautionary Statement Regarding Forward-Looking Information and Statements 12
         Notice to United States Shareholders 15
         Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources 16
    EFI DOCUMENTS INCORPORATED BY REFERENCE 16
    STRATHMORE DOCUMENTS INCORPORATED BY REFERENCE 17
    GENERAL PROXY INFORMATION 17
         Appointment and Revocation of Proxies 17
         Voting of Shares Represented by Management Proxies 18
         Voting by Non-Registered Shareholders 18
         Distribution of Meeting Materials to Non-Objecting Beneficial Owners 19
    DISCLOSURE CONCERNING MINERAL PROJECTS 19
    REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES 19
    EXCHANGE RATES 20
    INFORMATION CONTAINED IN THIS CIRCULAR 20
    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 20
    ACQUISITION OF STRATHMORE 21
         Reasons for the Transaction 21
         Background to the Acquisition 23
         Recommendation of the EFI Board 24
         Factors Considered by the EFI Board and Management 24
         Fairness Opinion 25
         The Acquisition – Securities Issuable by EFI 25
         EFI Shareholder Approval 27
         Strathmore Shareholder Approval and Court Approval 28
         Dissent Rights 28
         Material Agreements Relating to the Acquisition 28
    RISK FACTORS 39
         Risks of Proceeding with the Acquisition 39
         Risks of Not Proceeding with the Acquisition 40
         Risks Related to EFI Following the Acquisition 41
    INFORMATION ABOUT ENERGY FUELS INC. 42
         Overview and Corporate Structure 42
    INFORMATION ABOUT STRATHMORE MINERALS CORP. 44
         Overview and Corporate Structure 44
         Business 45
         Operations 46
         Impairment of Strathmore’s Mineral Properties 52
         Interest of Certain Persons in the Acquisition 52
         Material Contracts 53
         Dividends 53
         Management’s Discussion and Analysis 53

    1



         Consolidated Capitalization and Options to Purchase Securities 53
         Prior Sales 54
         Price Range and Trading Volumes of the Strathmore Common Shares 54
         Directors and Executive Officers 54
         Indebtedness of Directors and Executive Officers 55
         Legal Proceedings and Regulatory Actions 55
         Auditors 56
    INFORMATION ABOUT EFI AFTER GIVING EFFECT TO THE ACQUISITION 56
         General 56
         Business of EFI Post-Plan of Arrangement 56
         Corporate Structure Following the Completion of the Plan of Arrangement 57
          Pro Forma Financial Information 59
         Authorized and Issued Share Capital 59
         Principal Holders of Common Shares 61
    SHARE CONSOLIDATION 61
         Reasons for the Share Consolidation 62
         Share Certificates 62
         Risk Factors Associated with the Share Consolidation 63
         Effects of the Share Consolidation on the EFI Common Shares 63
         Procedure for Implementing the Share Consolidation 64
         No Dissent Rights 64
         U.S. Federal Income Tax Considerations 64
         Share Consolidation Resolution 64
    AUDIT COMMITTEE DISCLOSURE 64
    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 64
    INTERESTS OF EXPERTS 65
    ADDITIONAL INFORMATION 65
    DIRECTORS’ APPROVAL 66
    CONSENT OF EXPERTS 67
    SCHEDULE A – Arrangement Resolution A - 1
    SCHEDULE B – Arrangement Agreement B - 1
    SCHEDULE C – Fairness Opinion C - 1
    SCHEDULE D – Pro forma Financial Statements of EFI D - 1
    SCHEDULE E – Share Consolidation Resolution E - 1

    2


    GLOSSARY OF TERMS

    Unless the context indicates otherwise, the following terms shall have the meanings set out below when used in this Circular.

    Acquisition ” means the indirect acquisition by EFI of all of the issued and outstanding Strathmore Common Shares, Strathmore RSUs and Strathmore Options pursuant to the Plan of Arrangement;

    Acquisition Proposal ” means, with respect to a Party, any proposal or offer, or public announcement of an intention to make a proposal or offer, to such Party or its security holders from any Person or group of Persons “acting jointly or in concert” (within the meaning of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids ) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions): (i) any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of such Party; (ii) any sale of assets (or any lease, long-term supply arrangement, licence or other arrangement having the same economic effect as a sale) of such Party or its subsidiaries representing 20% or more of the consolidated assets, revenues or earnings of such Party, and for clarity including Strathmore’s interest in any of the Roca Honda Project, the Gas Hills Project and/or the Copper King Project; (iii) any sale or issuance of shares or other equity interests (or securities convertible into or exercisable for such shares or interests) in such Party or any of its subsidiaries representing 20% or more of the issued and outstanding equity or voting interests of such Party; and (iv) any arrangement whereby effective operating control of Strathmore is granted to another party;

    Advisor Engagement Letter ” means the letter agreement between Haywood Securities, Dundee Securities and EFI dated March 13, 2013 pursuant to which Haywood Securities and Dundee Securities agreed to act as financial advisors to EFI.

    Amalco ” means the entity formed upon the amalgamation of Strathmore and Subco pursuant to the Plan of Arrangement;

    Applicable Securities Laws ” means Canadian Securities Laws as applicable in the circumstances;

    Arrangement Agreement ” means the business combination agreement dated as of June 11, 2013 among EFI, Subco and Strathmore with respect to the Acquisition, and any amendment thereto or amendment and restatement thereof;

    Arrangement Resolution ” means the resolution to be considered and, if thought fit, passed at the Meeting with respect to the Plan of Arrangement, the proposed form of which is attached as Schedule A to this Circular; “ BCBCA ” means the Business Corporations Act (British Columbia);

    Canadian Securities Authorities ” means the Ontario Securities Commission, the British Columbia Securities Commission and the other securities regulatory authorities of the provinces and territories of Canada as applicable;

    Canadian Securities Laws ” means the Securities Act (Ontario) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the provinces and territories of Canada and the published rules and policies of the TSX;

    Cancellation Consideration ” means the aggregate number of EFI Common Shares as are issuable in satisfaction of 50% of the Strathmore Employment Termination Obligations that may become owing to certain Strathmore officers who have entered into Strathmore Employee Letter Agreements with Strathmore and EFI providing for the issuance of EFI Common Shares in satisfaction of 50% of such Strathmore Employment Termination Obligation as may become owing to such Strathmore officers;

    3


    CFIUS ” means the Committee on Foreign Investment in the United States;

    CFIUS Notice ” means a notice with CFIUS under Section 721 of the U.S. Defense Production Act of 1950 and the regulations set forth in 31 C.F.R. Part 800, disclosing details regarding the transactions contemplated herein;

    Circular ” means this management information circular of the Corporation, including the Notice of Meeting and all schedules attached hereto and all amendments thereof;

    Colorado Plateau Properties ” means EFI’s uranium/vanadium properties, straddling the southwestern Colorado and southeastern Utah border, in addition to nearby exploration properties;

    Completion Fee ” has the meaning set out under “Acquisition of Strathmore - Fairness Opinion” of this Circular;

    Consolidated EFI Shares ” means the common shares in the capital of the Corporation after giving effect to the Share Consolidation;

    Copper King Project ” means the mineral exploration project of Strathmore located in Laramie County, Wyoming comprised of Wyoming State Mining Leases, as described in the Strathmore AIF and the Copper King Technical Report;

    Copper King Technical Report ” means the technical report dated August 24, 2012 entitled “Technical Report on the Copper King Project, Laramie County, Wyoming”, prepared for Strathmore by Paul Tietz, Certified Professional Geologist, and Neil Prenn, Registered Professional Engineer;

    Court ” means the Supreme Court of British Columbia, Vancouver Registry;

    Dundee Securities ” means Dundee Securities Ltd., a registered dealer which, along with Haywood Securities, is acting as financial advisor to EFI in connection with the Arrangement;

    Effective Date ” means the date shown on the certificate of arrangement issued under the BCBCA giving effect to the Plan of Arrangement;

    Effective Time ” means the time at which the Plan of Arrangement becomes effective, being 11:59 pm (Eastern Daylight Time) on the Effective Date;

    EFI ” or the “ Corporation means Energy Fuels Inc., a corporation existing under the laws of Ontario;

    EFI Annual Financial Statements ” means the consolidated annual financial statements of EFI as at and for the years ended September 30, 2012 and 2011, together with the notes thereto and the auditors’ report thereon;

    EFI Annual MD&A ” means the management’s discussion and analysis of the financial condition and results of operations for EFI for the year ended September 30, 2012;

    EFI AGM Circular ” means the management information circular of EFI dated January 25, 2013 in respect of the annual and special meeting of EFI held on March 6, 2013;

    EFI AIF ” means the annual information form of EFI dated December 20, 2012 in respect of the year ended September 30, 2012;

    EFI Board ” means the board of directors of EFI;

    EFI Common Shares ” means, prior to the Share Consolidation becoming effective, the Existing EFI Shares, and after the Share Consolidation becomes effective, the Consolidated EFI Shares;

    EFI Consideration Securities ” means the EFI Common Shares issuable (i) upon the exercise of any EFI Replacement Options issued pursuant to the Plan of Arrangement, and (ii) as Cancellation Consideration to certain officers of Strathmore pursuant to the Plan of Arrangement and the Strathmore Employee Letter Agreements;

    4


    EFI Interim Financial Statements ” means the unaudited interim consolidated financial statements of the financial condition and results of operations for EFI as at March 31, 2013 and for the three and six-month periods ended March 31, 2013;

    EFI Interim MD&A ” means the management’s discussion and analysis of EFI as at March 31, 2013 and for the three and six-month periods ended March 31, 2013;

    EFI Option Plan ” means the Energy Fuels Inc. 2013 Amended and Restated Stock Option Plan ratified by shareholders of EFI on March 6, 2013, and all predecessors of such plan;

    EFI Options ” means the issued and outstanding options to acquire EFI Common Shares issued pursuant to the EFI Option Plan;

    EFI Payment Shares ” means the EFI Common Shares issuable to Strathmore Shareholders and to holders of Strathmore RSUs pursuant to the Plan of Arrangement;

    EFI Replacement Option ” means a fully vested option to purchase EFI Common Shares to be issued in exchange for Strathmore Options pursuant to the Plan of Arrangement;

    EFI Shareholder Approval ” means the approval of the Arrangement Resolution by a majority of the votes cast by EFI Shareholders voting in person or by proxy at the Meeting;

    EFI Shareholders ” means the holders of EFI Common Shares;

    EFI Subsidiaries ” means the material subsidiaries of EFI, being Energy Fuels Holdings Corp., Energy Fuels Resources Corporation, Titan Uranium Inc., Uranium Power Corp., Energy Fuels Wyoming Inc., Magnum Uranium Corp., Magnum Minerals USA Corp., Colorado Plateau Partners LLC, EFR White Canyon Corp., EFR White Mesa LLC, EFR Arizona Strip LLC, EFR Henry Mountains LLC, EFR Colorado Plateau LLC, Energy Fuels Resources (USA) Inc., White Canyon Uranium Ltd., and Subco;

    eU 3 O 8 ” refers to equivalent U 3 O 8 grade derived by gamma logging of drill holes;

    Existing EFI Shares ” means the issued and outstanding common shares in the capital of EFI as constituted on the date hereof (and, without limiting the generality of the foregoing, before giving effect to the Share Consolidation);

    Fairness Opinion ” means the written fairness opinion from Haywood Securities dated June 11, 2013 delivered to the EFI Board in connection with the Acquisition, the full text of which is set out as Schedule C to this Circular;

    Final Order ” means the order of the Court pursuant to Subsection 288 of the BCBCA approving the Plan of Arrangement;

    Gas Hills Project ” means Strathmore’s mineral exploration project located in Fremont and Natrona Counties, Wyoming comprised of United States federal unpatented mining claims, Wyoming State mineral leases, private mineral leases, and surface rights, as described in the Strathmore AIF and the Gas Hills Uranium Technical Report;

    Gas Hills Uranium Technical Report ” means the technical report dated March 22, 2013 entitled “Technical Report Update of Gas Hills Uranium Project Fremont and Natrona Counties, Wyoming, USA”, prepared for Strathmore Minerals Corp., prepared by Richard L. Nielson, Professional Geologist; Thomas C. Pool, Registered Professional Engineer; Robert L. Sandefur, Certified Professional Engineer; and Matthew P. Reilly, Professional Engineer;

    Governmental Entity ” means any applicable (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency, domestic or foreign, (ii) any subdivision, agent, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

    5


    Haywood Securities ” means Haywood Securities Inc., a registered dealer which along with Dundee Securities is acting as financial advisor to EFI in connection with the Arrangement;

    Henry Mountains Complex ” means EFI’s uranium properties, in south central Utah near the town of Ticaboo and other exploration properties held through EFR Henry Mountains LLC;

    IFRS ” means the accounting standards and interpretations adopted by the International Accounting Standards Board, as amended from time to time;

    Interim Order ” means the interim order of the Court to be applied for by Strathmore providing for, among other things, the calling and holding of the Strathmore Meeting;

    Juniper Ridge Project ” means the mineral exploration project held by Strathmore located in the Poison Basin Uranium District of south-central Wyoming;

    Juniper Ridge Technical Report ” means the technical report dated February 21, 2012 entitled “Juniper Ridge Uranium Project, Carbon County, Wyoming, USA; 43-101 Mineral Resource Technical Report” and prepared by Douglas L. Beahm, P.E., P.G., Principal Engineer, of BRS Engineering, Riverton, Wyoming;

    KEPCO ” means Korea Electric Power Corporation;

    Law ” or “ Laws ” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any Permit of or from any Governmental Entity or self-regulatory authority (including the TSX), and the term “applicable” with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its subsidiaries or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party and/or its subsidiaries or its or their business, undertaking, property or securities;

    Material Adverse Effect ” and “ Material Adverse Change ” means, in respect of any Party, an effect on or change in facts, respectively, which either individually or in the aggregate, are or would reasonably be expected to be material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), obligation, capitalization, condition (financial or otherwise), operations or results of operations of that Party, taken as a whole, other than any change, effect, event or occurrence: (i) relating to the U.S., Canadian or global economy, political conditions or securities markets in general; (ii) affecting the worldwide uranium mining or uranium milling industries or nuclear power generation industry in general; (iii) resulting from changes in the price of uranium; (iv) relating to a change in the market trading price of shares of that Party, either: (A) related to the Arrangement Agreement and the Arrangement or the announcement thereof, or (B) related to such a change in the market trading price primarily resulting from a change, effect, event or occurrence excluded from this definition of Material Adverse Effect referred to in clause (i), (ii) or (iii) above, or clause (v), below; or (v) relating to any generally applicable change in applicable laws (other than orders, judgments or decrees against such person, any of its subsidiaries) or in accounting principles or standards applicable to that person; provided, however, that the effect referred to in clause (i), (ii) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) the Party and its subsidiaries, taken as a whole, or disproportionately adversely affect the Party and its subsidiaries taken as a whole, compared to other companies of similar size operating in the industry in which it and its subsidiaries operate;

    Meeting ” means the special meeting of EFI Shareholders to be held on August 13, 2013, and any adjournment thereof;

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    Mineral Reserve ” means, in accordance with NI 43-101, the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined;

    Mineral Resource ” means, in accordance with NI 43-101, a concentration or occurrence of diamonds, natural solid inorganic material or natural solid fossilized organic material, including base or precious metals, coal and industrial minerals, in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge;

    NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators;

    NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations adopted by the Canadian Securities Administrators;

    NI 54-101 ” means National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer adopted by the Canadian Securities Administrators;

    NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices adopted by the Canadian Securities Administrators;

    Notice of Meeting ” means the notice of the special meeting of EFI Shareholders delivered to EFI Shareholders forming part of this Circular;

    OBCA ” means the Business Corporations Act (Ontario);

    OTC-QX ” means the over-the-counter market of that name operated by OTC Markets Group Inc.;

    Outside Date ” means September 30, 2013, or such later date as may be agreed to in writing by the Parties;

    Parties ” means Strathmore, EFI and Subco, and “Party” means any one of them;

    Person ” includes an individual, partnership, association, body corporate, trustee, executor; administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

    Piñon Ridge Mill ” means EFI’s proposed Piñon Ridge Mill, which is located near Naturita, Colorado;

    Plan of Arrangement ” or “ Arrangement ” means the arrangement under the provisions of Section 288 of the BCBCA on the terms and conditions set forth in the Arrangement Agreement and attached hereto as Schedule B;

    Potential Acquisition Proposal ” means any inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal;

    Qualified Person ” means, in accordance with NI 43-101, an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association;

     “ Record Date ” means the close of business on July 8, 2013, being the time for determining EFI Shareholders entitled to vote at the Meeting;

    Reno Creek Royalty ” means the 5% gross production royalty in the Pine-Tree Reno Creek Properties previously held by Strathmore;

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    Roca Honda J.V.” means Roca Honda Resources LLC Joint Venture, which is owned 60% by Strathmore and 40% by affiliates of Sumitomo Corporation of Japan;

    Roca Honda Preliminary Economic Analysis ” means the preliminary economic analysis in respect of the Roca Honda Project included in the Roca Honda Project Technical Report;

    Roca Honda Project” means Strathmore’s Roca Honda uranium project located in McKinley County, New Mexico held in the Roca Honda J.V., and comprised of United States federal unpatented mining claims and New Mexico State mineral leases, as described in the Strathmore AIF and the Roca Honda Project Technical Report;

    Roca Honda Project Technical Report ” means the technical report dated August 6, 2012 entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.” prepared for Roca Honda Resources, LLC, by: Patti Nakai-Lajoie, Professional Geoscientist; Robert Michaud, Professional Engineer; Stuart E. Collins, Professional Engineer; and Roderick C. Smith, Professional Engineer;

    RPA ” means Roscoe Postle Associates Inc., an independent geological consulting firm which prepared the Roca Honda Project Technical Report;

    SEDAR ” means the System for Electronic Document Analysis and Retrieval located at www.sedar.com;

    Share Consolidation ” means the proposed share consolidation of the Existing EFI Shares on the basis of the Share Consolidation Ratio, as described below under “Share Consolidation”;

    Share Consolidation Ratio ” means the basis upon which the Existing EFI Shares will be consolidated into Consolidated EFI Shares, which, if the Share Consolidation Resolution is passed, shall be fixed by the EFI Board, provided that the Share Consolidation Ratio shall not be greater than twenty (20) Existing EFI Shares for one (1) Consolidated EFI Share;

    Share Consolidation Resolution ” means the special resolution of the EFI Shareholders to be considered at the Meeting with respect to the Share Consolidation, the proposed form of which is attached as Schedule E to this Circular;

    Share Exchange Ratio ” means the number of EFI Common Shares issuable pursuant to the Acquisition for each whole Strathmore Common Share or Strathmore RSU, being:

      (i)

    if the Share Consolidation does not become effective prior to the Effective Time, 1.47 Existing EFI Shares; or

         
      (ii)

    if the Share Consolidation becomes effective prior to the Effective Time, the number of Consolidated EFI Shares equal to 1.47 divided by the Share Consolidation Ratio;

    Sheep Mountain PFS ” means the April 13, 2012 technical report prepared in accordance with NI 43-101 entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, U.S.A., Updated Preliminary Feasibility Study;

    Sheep Mountain Project ” means the Corporation’s Sheep Mountain uranium exploration project located near Jeffrey City, Wyoming, which includes a proposed open pit mine, an underground mine, and the operation of a uranium processing facility utilizing heap leach recovery;

    Strathmore ” means Strathmore Minerals Corp., a corporation incorporated under the laws of British Columbia;

    Strathmore AGM Circular ” means the management information circular of Strathmore dated May 28, 2013 in respect of the annual general meeting of Strathmore held on June 27, 2013;

    Strathmore AIF ” means the annual information form of Strathmore dated March 27, 2013 in respect of the year ended December 31, 2012;

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    Strathmore Annual Financial Statements ” means the Strathmore consolidated statements of financial position as at December 31, 2012 and 2011, and the consolidated statements of loss, comprehensive loss, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information;

    Strathmore Annual MD&A ” means the Strathmore management’s discussion and analysis for the year ended December 31, 2012;

    Strathmore Board ” means the board of directors of Strathmore;

    Strathmore Circular ” means the management information circular of Strathmore to be distributed by Strathmore to Strathmore Shareholders in connection with the Strathmore Meeting;

    Strathmore Common Shares ” means the issued and outstanding common shares of Strathmore as constituted on the date hereof;

    Strathmore Disclosure Documents ” means, collectively, the Strathmore AIF, the Strathmore Material Change Reports, the Strathmore Annual Financial Statements, the Strathmore Annual MD&A, the Strathmore Interim Financial Statements and the Strathmore Interim MD&A (which documents are available electronically under Strathmore’s profile on SEDAR at www.sedar.com);

    Strathmore Employee Letter Agreements ” means the letter agreements among Strathmore, EFI and seven senior officers of Strathmore providing for the issuance of the Cancellation Consideration in satisfaction of 50% of the Employment Termination Obligations that may be owing to such Strathmore officers in the event that their employment is terminated within six months after the Effective Date;

    Strathmore Employment Termination Obligations ” means the financial obligations which may become owing to certain former officers and employees of Strathmore in the event of the Termination (as defined in the Strathmore Employment Termination Policy) of such former officers or employees within six months after the Effective Time;

    Strathmore Employment Termination Policy ” means the Strathmore Group Employment Termination Policy Effective as of and from January 1, 2009 ;

    Strathmore Interim Financial Statements ” means the unaudited interim consolidated financial statements of the financial condition and results of operations for Strathmore as at March 31, 2013 and for the three month period ended March 31, 2013;

    Strathmore Interim MD&A ” means the Strathmore management’s discussion and analysis for the three month period ended March 31, 2013;

    Strathmore Material Change Reports ” means, collectively, the material change reports of Strathmore dated May 29, 2013 and June 13, 2013;

    Strathmore Meeting ” means the special meeting of Strathmore Shareholders to be held to consider and, if thought fit, approve the Strathmore Resolution, which special meeting is expected to be held on August 20, 2013;

    Strathmore Options ” means the issued and outstanding options to acquire Strathmore Common Shares issued pursuant to the Strathmore Option Plan;

    Strathmore Option Plan ” means Strathmore’s stock option plan as approved by the Strathmore Board and ratified by the Strathmore Shareholders on June 25, 2012;

    Strathmore Optionholders ” means the holders of Strathmore Options;

    Strathmore Properties ” means all of Strathmore’s and Strathmore Subsidiaries’ mineral interests and rights (including any claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights) as set out in the Strathmore Disclosure Documents;

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    Strathmore Resolution ” means the special resolution of the Strathmore Shareholders to be considered at the Strathmore Meeting with respect to the Plan of Arrangement;

    Strathmore RSU ” means a restricted share unit granted by Strathmore and outstanding as at the Effective Time;

    Strathmore RSU Holders ” at any time means the holders of Strathmore RSUs;

    Strathmore Shareholder Approval ” means the approval of the Strathmore Resolution by not less than two-thirds of the votes cast by Strathmore Shareholders voting in person or by proxy at the Strathmore Meeting;

    Strathmore Shareholders ” means the holders of Strathmore Common Shares;

    Strathmore Subsidiaries ” means Strathmore Resources (US) Ltd., Roca Honda Resources, LLC, Saratoga Gold Company Ltd., and Wyoming Gold Mining Company, Inc.;

    Strathmore Technical Reports ” means, collectively, the Roca Honda Project Technical Report, the Gas Hills Uranium Technical Report, the Copper King Technical Report and the Juniper Ridge Technical Report;

    Subco ” means 0971890 B.C. Ltd., a corporation incorporated under the laws of British Columbia;

    Superior Proposal ” means a bona fide Acquisition Proposal that is made in writing after June 11, 2013 that the Strathmore Board determines in good faith after consultation with its legal and financial advisors: (i) is made to Strathmore or all the Strathmore Shareholders and in compliance with Applicable Securities Laws, and is made for all or substantially all of the assets of Strathmore or all Strathmore Common Shares not owned by the person making the Acquisition Proposal; (ii) if the consideration under such Acquisition Proposal includes cash, arrangements have been made that would, if such Acquisition Proposal were a take-over bid or issuer bid, satisfy the requirements of Section 2.27 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids ; (iii) if consummated in accordance with its terms (but not assuming away any risk of non-completion), would result in a transaction financially superior for Strathmore and its security holders than the transaction contemplated by the Arrangement Agreement, taking into account the form and amount of consideration, the likelihood and timing of completion and the other terms thereof (after due consideration of the legal, financial, regulatory and other aspects of such proposal and other factors deemed relevant by the Strathmore Board); (iv) is reasonably capable of completion in accordance with its terms taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal; (v) is not subject to approval by the board of directors or the equivalent of the third party, is not subject to the third party receiving a fairness opinion or similar evaluation, and is not subject to a due diligence condition; and (vi) that the taking of action in respect of such Acquisition Proposal is necessary for the Strathmore Board in the discharge of its fiduciary duties under applicable Laws;

    Support Agreements ” means the support agreements between Strathmore and each director and senior officer of EFI, pursuant to which each such person has agreed to vote their EFI Common Shares in favour of the Arrangement Resolution; “Support Agreement” also includes a proposed similar agreement between Strathmore and KEPCO, the execution of which is conditional upon approval by the board of directors of KEPCO;

    Tax Act ” means the Income Tax Act (Canada);

    TSX ” means the Toronto Stock Exchange;

    U.S. Securities Laws ” means all applicable U.S. federal and state securities laws and regulations, including, without limitation, the 1933 Act, the 1934 Act and the rules and regulations promulgated from time to time thereunder;

    U 3 O 8 ” means triuranium octoxide;

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    White Mesa Mill ” means the White Mesa mill, a 2,000 ton per day uranium and vanadium processing facility located near Blanding, Utah;

    1933 Act ” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder; and

    1934 Act ” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder.

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    GENERAL INFORMATION

    The information contained in this Circular is furnished in connection with the solicitation of proxies to be used at the special meeting of EFI Shareholders to be held at the office of Borden Ladner Gervais LLP, 44 th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario on Tuesday August 13, 2013 at 2:00 p.m. (Toronto time), and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or regular employees of EFI. The solicitation of proxies by this Circular is being made by or on behalf of the management of EFI. The total cost of the solicitation will be borne by EFI.

    Unless otherwise noted, all information contained in this Circular is as of July 15, 2013.

    Information Concerning Strathmore Minerals Corp.

    Certain information in this Circular pertaining to Strathmore, including but not limited to, information pertaining to Strathmore under “Acquisition of Strathmore” and “Information about Strathmore Minerals Corp.”, as well as the Strathmore Disclosure Documents and the Strathmore Technical Reports, has been furnished by Strathmore or is derived from information provided by Strathmore. Although EFI does not have any knowledge that would indicate that such information is untrue or incomplete, neither EFI nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by Strathmore to disclose events or information that may affect the completeness or accuracy of such information. In the Arrangement Agreement, Strathmore has covenanted to EFI that, to the best of its knowledge, the information concerning Strathmore, the Strathmore Subsidiaries and Strathmore Properties provided by Strathmore for inclusion in this Circular does not contain a material misrepresentation.

    Cautionary Statement Regarding Forward-Looking Information and Statements

    This Circular contains or incorporates by reference forward-looking statements and forward-looking information (collectively, “ forward-looking statements ”) within the meaning of applicable Canadian securities legislation and U.S. Securities Laws. These statements relate to future events or the future activities or future performance of EFI and Strathmore. All statements, other than statements of historical fact, are forward-looking statements. Information concerning Mineral Resource and Mineral Reserve estimates also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements are typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “may”, “postulate”, “plans” and similar expressions, or which by their nature refer to future events. These forward-looking statements include, but are not limited to, statements concerning:

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    Although EFI believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond EFI’s ability to predict or control, including, but not limited to, risks related to EFI’s ability to identify one or more economic deposits on its properties, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products EFI may produce or plan to produce, EFI’s inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks identified under “Risk Factors” in this Circular, the EFI AIF and the Strathmore AIF.

    EFI cautions investors that any forward-looking statements by EFI are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained or incorporated by reference in this Circular. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about:

    13


    In addition, forward-looking information and pro forma information contained or incorporated by reference herein is based on certain assumptions and involves risks related to the consummation or non-consummation of the Plan of Arrangement, the Share Consolidation and the business and operations of EFI following the Plan of Arrangement and the Share Consolidation. Pro forma information contained herein is based on the assumption that the Plan of Arrangement, will be completed. Other assumptions include, but are not limited to, the ability of EFI following the Acquisition and the Share Consolidation to realize the enhanced growth opportunities and synergies currently anticipated, in particular with respect to the White Mesa Mill and the Roca Honda Project, and with respect to the Gas Hills Project and the Sheep Mountain Project. Risks include the risks that the conditions to completion of the Plan of Arrangement will not be satisfied or waived, that the Arrangement Agreement may be terminated, that upon completion of the Plan of Arrangement the market value of EFI Common Shares will be different from the value at the time the Arrangement Agreement was agreed, and other risks discussed in this Circular and the EFI AIF. Although EFI has attempted to identify important factors that could cause actions, events or results to differ materially from those described in forward-looking statements and pro forma information in this Circular, and the documents incorporated by reference herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information.

    All of the forward-looking statements made in this Circular, including all documents incorporated by reference herein, are qualified by these cautionary statements. These forward-looking statements are made as of the date hereof, and EFI does not intend and does not assume any obligation, to update these forward-looking statements, except as required by Applicable Securities Law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

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    Notice to United States Shareholders

    THE EFI COMMON SHARES TO BE ISSUED PURSUANT TO THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE PLAN OF ARRANGEMENT OR THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE .

    The EFI Common Shares to be issued pursuant to the Plan of Arrangement have not been registered under the 1933 Act or applicable state securities laws and are being issued in reliance on the exemption from registration under the 1933 Act set forth in Section 3(a)(10) thereof and in reliance on exemptions from registration under applicable state securities laws. Section 3(a)(10) of the 1933 Act provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Plan of Arrangement will be considered. Strathmore expects to make application to the Court for the Interim Order on July 18, 2013. If the Interim Order is issued, and the Strathmore Resolution is approved at the Strathmore Meeting, a hearing on the Plan of Arrangement is expected to be held on a date to be specified in the Interim Order.

    EFI and Strathmore are corporations existing under the laws of the Province of Ontario, and British Columbia Canada, respectively. The solicitation of proxies and the transactions contemplated in this Circular involve securities of Canadian issuers and are being effected in accordance with Canadian corporate and securities laws. The solicitation of proxies is not subject to the requirements of Section 14(a) of the 1934 Act. Accordingly, this Circular has been prepared solely in accordance with applicable Canadian disclosure requirements. Shareholders in the United States should be aware that such requirements differ from such requirements under U.S. Securities Laws relating to United States companies.

    The financial statements and pro forma and historical financial information included or incorporated by reference herein have been prepared in accordance with IFRS and are subject to auditing and auditor independence standards in Canada, which differ from U.S. generally accepted accounting principles and auditing and auditor independence standards in the U.S. in certain material respects, and thus may not be comparable to financial statements of U.S. companies. The financial statements of both EFI and Strathmore are prepared in accordance with IFRS. Likewise, information concerning the properties and operations of EFI and Strathmore has been prepared in accordance with Canadian disclosure standards under applicable Canadian Securities Laws, which are not comparable to disclosure standards promulgated by the SEC under the 1933 Act and the 1934 Act. In particular, the information regarding Mineral Reserves and resources contained in this Circular was prepared pursuant to NI 43-101. Information regarding Mineral Reserves and resources included or contained herein is not comparable to similar information that would be disclosed by a U.S. company in its filings with the SEC. See “Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources”.

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    Cautionary Notice to Shareholders in the United States Regarding Mineral Reserves and Mineral Resources

    Information concerning the mineral properties of EFI and Strathmore included or incorporated by reference herein has been prepared in accordance with the requirements of Canadian Securities Laws, which differ in material respects from the requirements of U.S. Securities Laws applicable to U.S. companies subject to the reporting and disclosure requirements of the SEC. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide definition of “reserve”. In accordance with NI 43-101, the terms “Mineral Reserve”, “Proven Mineral Reserve”, “Probable Mineral Reserve”, “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” used in this Circular or in the documents incorporated by reference in this Circular are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on November 27, 2010, as amended. While the terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are recognized and required by NI 43-101, the SEC does not recognize them. Shareholders who are U.S. persons are cautioned that, except for that portion of the Mineral Resources classified as Mineral Reserves, Mineral Resources do not have demonstrated economic value. Inferred Mineral Resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. Under Canadian Securities Laws, estimates of Inferred Mineral Resources may not form the basis of an economic analysis, except under certain prescribed circumstances. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Therefore, shareholders are cautioned not to assume that all or any part of an Inferred Mineral Resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, shareholders are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be upgraded to Mineral Reserves.

    EFI DOCUMENTS INCORPORATED BY REFERENCE

    The following documents, filed by EFI with the Canadian Securities Authorities, are specifically incorporated by reference into, and form an integral part of, this Circular on the basis set forth under “Information About Energy Fuels Inc.”:

    All material change reports (other than confidential reports), audited annual financial statements and management’s discussion and analysis and all other documents of the type referred to in section 11.1 of Form 44-101F1 – Short Form Prospectus filed by EFI with the Canadian Securities Authorities on SEDAR at www.sedar.com after the date of this Circular and before the EFI Meeting are deemed to be incorporated by reference into this Circular.

    Any statement contained in this Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Circular, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constitutes a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of this Circular.

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    STRATHMORE DOCUMENTS INCORPORATED BY REFERENCE

    The following documents, filed by Strathmore with the Canadian Securities Authorities, are specifically incorporated by reference into, and form an integral part of, this Circular on the basis set forth under “Information About Strathmore Minerals Corp.”:

    All material change reports (other than confidential reports), audited annual financial statements and management’s discussion and analysis and all other documents of the type referred to in section 11.1 of Form 44-101F1 – Short Form Prospectus filed by Strathmore with the Canadian Securities Authorities on SEDAR at www.sedar.com after the date of this Circular and before the EFI Meeting are deemed to be incorporated by reference into this Circular.

    Any statement contained in this Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Circular, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constitutes a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of this Circular.

    GENERAL PROXY INFORMATION

    Appointment and Revocation of Proxies

    The persons named in the form of proxy accompanying this Circular are officers and/or directors of EFI.

    An EFI Shareholder has the right to appoint a person other than the persons specified in such form of proxy and who need not be an EFI Shareholder to attend and act for and on behalf of the EFI Shareholder at the Meeting. Such right may be exercised by striking out the names of the persons specified in the proxy, inserting the name of the person to be appointed in the blank space provided in the proxy, signing the proxy and returning it in the reply envelope in the manner set forth in the accompanying Notice of Meeting.

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    An EFI Shareholder who has given a proxy may revoke it by an instrument in writing, including another completed form of proxy, executed by the EFI Shareholder or its attorney authorized in writing, deposited at the registered office of EFI, or at the offices of CIBC Mellon Trust Company by mail at c/o Cover-All, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, up to 5:00 p.m. (Toronto time) on August 9, 2013, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned, or in any other manner permitted by law.

    Voting of Shares Represented by Management Proxies

    The persons named in the enclosed form of proxy will vote the EFI Common Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. In the absence of such instructions, such shares will be voted in favour of each of the matters referred to herein.

    The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of EFI knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters which are not known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxy holder.

    Voting by Non-Registered Shareholders

    Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, EFI Common Shares owned by a person (a “ non-registered owner ”) are registered either (a) in the name of an intermediary (an “ Intermediary ”) that the non-registered owner deals with in respect of the EFI Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency, such as The Canadian Depository for Securities Limited (“ CDS ”), of which the Intermediary is a participant. In accordance with the requirements of NI 54-101, EFI has distributed copies of the Circular and the accompanying Notice of Meeting together with the form of proxy (collectively, the “ Meeting Materials ”) (i) directly to non-registered owners who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own (“ NOBOs ”), and (ii) to the clearing agencies and Intermediaries for onward distribution to non-registered owners who have advised their Intermediary that they object to the Intermediary providing their ownership information (“ OBOs ”).

    Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to OBOs. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

      (a)

    be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the OBO but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered owner when submitting the proxy. In this case, the OBO who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or

         
      (b)

    be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions (often called a “ Voting Instruction Form ”) which the Intermediary must follow. Typically the non-registered owner will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the non-registered owner must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its services company in accordance with the instructions of the Intermediary or its service company.

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    In either case, the purpose of this procedure is to permit non-registered owners to direct the voting of the EFI Common Shares they beneficially own. Should a non-registered owner who receives either form of proxy wish to vote at the Meeting in person, the non-registered owner should strike out the persons named in the form of proxy and insert the non-registered owner’s name in the blank space provided. Non-registered owners should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

    Distribution of Meeting Materials to Non-Objecting Beneficial Owners

    These Meeting Materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and EFI or its agent has sent these materials directly to you, your name and address and information about your holdings of EFI Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

    By choosing to send these materials to you directly, EFI (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

    DISCLOSURE CONCERNING MINERAL PROJECTS

    The discussion of mineral deposit classifications in this Circular adheres to the resource/reserve definitions and classification criteria in accordance with NI 43-101 and the Canadian Institute of Mining and Metallurgy Classification System. Estimated mineral deposits fall into two broad categories dependent on whether the economic viability of them has been established: “Mineral Resources” (economic viability not established) and “Mineral Reserves” (viable economic production is feasible). Mineral Resources are sub-divided into categories depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are Inferred Resource, Indicated Resource and Measured Resource. Reserves are similarly sub-divided by order of confidence into Probable (lowest) and Proven (highest).

    There are references in this Circular to conventional milling and conventional production of uranium. Conventional milling is one of the two primary recovery methods that are currently used in the U.S. to extract uranium from mined ore. A conventional uranium mill extracts uranium from mined ore. The ore is crushed and then exposed to sulfuric acid or an alkaline solution as a leaching agent in a closed process.

    The typical conventional mill produces U 3 O 8 in the form of yellowcake. The other primary recovery

    method used to extract uranium is called in situ recovery. In the in situ recovery process, injection wells pump a chemical solution underground into the layer of earth containing uranium ore. The solution dissolves the uranium from the deposit in the ground, and is then pumped back to the surface through recovery wells and sent to a processing plant to be converted into uranium yellowcake. All of EFI’s uranium is produced utilizing conventional mining and milling.

    REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

    Unless otherwise indicated, all references to “Cdn$” in this Circular refer to Canadian dollars and all reference herein to “US$” in this Circular refer to U.S. dollars. EFI’s financial statements that are incorporated by reference herein are reported in U.S. dollars and are prepared in accordance with IFRS. Strathmore’s financial statements are reported in Canadian dollars and are prepared in accordance with IFRS.

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    EXCHANGE RATES

    The following table sets forth (i) the noon rates of exchange for the Canadian dollar, expressed in Canadian dollars per U.S. dollar, in effect at the end of the period indicated, and (ii) the high and low noon rates of exchange during such periods, in each case based on the rates of exchange as quoted by the Bank of Canada.

    Canadian Dollar per U.S. dollar   January 1, 2013
    – July 12, 2013
        Year ended December 31,  
              2012     2011     2010  
    Noon rate at end of period   1.0392     0.9949     1.0170     0.9946  
    High noon rate for period   1.0576     1.0418     1.0604     1.0778  
    Low noon rate for period   0.9839     0.9710     0.9449     0.9946  

    On May 23, 2013, the last trading day before the announcement of the Arrangement, the rate of exchange was US$1.00 equals Cdn$1.031, based on the noon rate of exchange as quoted by the Bank of Canada. On July 12, 2013, the rate of exchange was US$1.00 equals Cdn$1.0392 based on the noon rate of exchange as quoted by the Bank of Canada.

    INFORMATION CONTAINED IN THIS CIRCULAR

    The information contained in this Circular is given as at July 15, 2013, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. No person has been authorized to give any information or to make any representation in connection with the Acquisition or Plan of Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by EFI or Strathmore.

    This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

    Information contained in this Circular should not be construed as legal, tax or financial advice, and Strathmore Shareholders are urged to consult their own professional advisors in connection therewith. Descriptions in this Circular of the terms of the Arrangement Agreement and the Plan of Arrangement are summaries of the terms of those documents. EFI Shareholders should refer to the full text of each of the Arrangement Agreement and the Plan of Arrangement for complete details of those documents. The full text of the Arrangement Agreement may be viewed on SEDAR at www.sedar.com. The Arrangement Agreement (excluding property schedules) and Plan of Arrangement (excluding the Articles of Amalco) is appended hereto as Schedule B.

    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

    The authorized capital of EFI consists of an unlimited number of Existing EFI Shares, an unlimited number of Preferred Shares issuable in series, and an unlimited number of Series A Preferred Shares. As of the Record Date, being the close of business on July 8, 2013, the Corporation had issued and outstanding 753,532,149 Existing EFI Shares and nil Preferred Shares. EFI made a list of all persons who are registered holders of Existing EFI Shares as of the Record Date, being the close of business on July 8, 2013, and the number of Existing EFI Shares registered in the name of each person on that date. Each EFI Shareholder as of the Record Date is entitled to one vote for each Existing EFI Share registered in his or her name as it appears on the list on all matters which come before the Meeting, except to the extent that such holder has transferred any such shares after the Record Date and the transferee of such shares establishes ownership thereof and makes a written demand, not later than 10 days before the Meeting, to be included in the list of shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote such shares at the Meeting.

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    To the knowledge of the directors and senior officers of EFI, as of the Record Date no person or company beneficially owns, directly or indirectly, or controls securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of EFI entitled to be voted at the Meeting:

    ACQUISITION OF STRATHMORE

    At the Meeting, EFI Shareholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution attached as Schedule A to this Circular, to approve the Acquisition of Strathmore under the BCBCA pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement.

    In order to complete the Acquisition, the Arrangement Resolution must be approved by the affirmative vote of a simple majority of the votes cast by EFI Shareholders at the Meeting. Unless otherwise directed, it is EFI management’s intention to vote for the Arrangement Resolution. If you do not specify how you want your Existing EFI Shares voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting in favour of the Arrangement Resolution. Reasons for the Transaction

    EFI is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. EFI operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development. See “Information about EFI” below.

    Strathmore is a Canadian-based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, Strathmore also has U.S.-based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico. See “Information about Strathmore” below. Management of EFI believes the Acquisition will position the newly combined EFI as the premier pure-play U.S. uranium company, supported by significant current uranium production of 1.175 million lbs. for its current fiscal year, as well as a robust pipeline of development projects. The U.S. remains the largest consumer of uranium globally, yet it is heavily reliant on imported uranium for over 90% of its supply requirements. EFI is well-positioned as a large, reliable source of uranium supply within the U.S.

    The Acquisition is consistent with EFI’s corporate strategy and significantly strengthens EFI’s long-term production profile throughout the Colorado Plateau region of the southwest U.S. and in Wyoming. Management of EFI further believes the Acquisition will result in significant value creation for the shareholders of both companies through numerous potential synergies. EFI’s White Mesa Mill is the only operating uranium mill in the U.S., centrally-located to service the Colorado Plateau and Arizona Strip regions, which include numerous uranium projects in Arizona, New Mexico, Colorado and Utah owned by Energy Fuels, Strathmore, and others. Strathmore’s advanced stage Roca Honda uranium project in New Mexico is one of the largest and highest-grade uranium projects in the U.S. with an NI 43-101 compliant resource estimate. See “Information about Strathmore Minerals Corp. – Operations - Roca Honda Project, New Mexico” below.

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    According to the Roca Honda Project Technical Report, which includes the Roca Honda Preliminary Economic Analysis, the base case evaluation shows attractive project economics, including a Net Present Value of US$220 million (using an 8% discount rate and $75/lb. uranium price), a nine year mine life, $24/lb. operating cost, and production of 2.6 million lbs. of U 3 O 8 per year. In March 2013, the U.S. Forest Service published a draft Environmental Impact Statement on the Roca Honda Project.

    The recently completed Roca Honda Preliminary Economic Analysis assumed that a new uranium mill would be built in New Mexico to process uranium from Roca Honda. Given that Roca Honda is located within transport distance of EFI’s White Mesa Mill, the Acquisition may provide the option to process Roca Honda uranium at the White Mesa Mill rather than at a newly constructed mill. This could result in significant savings on development capital expenditures and reduce Roca Honda’s permitting timeline and cost. Based upon certain forecasts contained within the Roca Honda Preliminary Economic Analysis, as well as previous experience in conventional ore processing at the White Mesa Mill, EFI believes there is the potential for Roca Honda to be the largest and one of the lowest cost mines in the EFI asset portfolio.

    EFI cautions that the Roca Honda Preliminary Economic Analysis is preliminary in nature and includes Inferred Mineral Resources that are considered to be too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that the Roca Honda Preliminary Economic Analysis will be realized.

    EFI’s Sheep Mountain Project is a large conventional uranium project in Wyoming which EFI is developing as a stand-alone production center. Strathmore currently owns various mining claims that are contiguous with Sheep Mountain. By combining the claims, it is expected that the design of Sheep Mountain can be modified to take advantage of the additional area provided by such contiguous claims, thereby simplifying permitting and design and lowering Sheep Mountain’s development capital expenditures and ongoing operating expenses. The Sheep Mountain PFS estimates that the project has 12.9 million tons of Indicated Mineral Resources containing 30.2 million lbs. eU 3 O 8 with an average grade of 0.12% e U 3 O 8 . Included in the above Sheep Mountain Indicated Resources are 7.4 million tons of Probable Mineral Reserves containing 18.4 million lbs. eU 3 O 8 with an average grade of 0.123% eU 3 O 8 .

    Strathmore’s Gas Hills Project is located only 28 miles from the Sheep Mountain Project. The Gas Hills Project is currently being developed by Strathmore pursuant to a phased joint venture agreement with KEPCO. According to the Gas Hills Uranium Technical Report, Strathmore established a substantial increase in uranium resource estimates from the previous July 2012 report, including 2,300,000 tons of Indicated Mineral Resources containing 5,400,000 lbs. of eU 3 O 8 with an average grade of 0.13% eU 3 O 8 . In addition, the Gas Hills Uranium Technical Report estimates that the Gas Hills Project contains 3,900,000 tons of Inferred Mineral Resources containing 5,500,000 lbs. of eU 3 O 8 with an average grade of 0.07% eU 3 O 8 . Under its joint venture agreement with Strathmore, KEPCO has the option to earn-in up to a 40% interest in the Gas Hills Project by spending US$32 million over three years beginning in 2013. EFI believes that significant synergies could exist between the Sheep Mountain Project and Gas Hills Project which could be realized through combining the two projects, including: (i) evaluating opportunities that could result in significant savings on co-development capital expenditures by, for example, utilizing a common precipitation, filtering, drying and packaging plant circuit for uranium recovery from each project’s heap leach process solutions; (ii) targeting a larger combined annual production profile in excess of the 1.5 million pounds U 3 O 8 currently outlined in the Sheep Mountain PFS; (iii) applying the Sheep Mountain Project permitting and design work to accelerate the Gas Hills Project development timeline; (iv) evaluating general and administrative expense savings in areas including payroll, purchasing, environmental compliance, engineering, surveying and geologists, land management and safety; and (v) considering capital cost savings by utilizing common equipment fleets.

    Strathmore’s Juniper Ridge Project in Wyoming is located approximately 92 miles from the Sheep Mountain Project. EFI is currently evaluating the opportunity to potentially develop the Juniper Ridge Project as part of a larger regional project with the Sheep Mountain Project and/or the Gas Hills Project.

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    KEPCO is the largest electric utility in South Korea, responsible for the generation, transmission and distribution of electricity and the development of electric power projects. KEPCO is responsible for 93% of South Korea's electricity generation. The South Korean government owns a 51% equity interest in KEPCO. KEPCO is understood to be the largest shareholder of both EFI and Strathmore, owning 8.5% and 11.7% respectively. An affiliate of KEPCO is expected to be EFI’s largest uranium customer during EFI’s fiscal year 2013. In addition, KEPCO is currently Strathmore’s partner at the Gas Hills Project. EFI expects that, subject to approval by the KEPCO board of directors, KEPCO will enter into a support agreement with both EFI and Strathmore to, amongst other things, vote their common shares of each company in favour of the Acquisition. Based on each company’s common shares currently outstanding, following the closing of the Acquisition KEPCO will own 9.1% of EFI Common Shares. In addition, following the closing of the Acquisition, EFI will appoint a director, nominated by KEPCO, to join EFI’s Board of Directors.

    In addition to the aforementioned Strathmore assets, which EFI believes are synergistic with its existing portfolio, Strathmore owns a number of other property assets and royalties, which, in the opinion of EFI, enhance the overall value of the Acquisition. These assets include a number of additional uranium properties, as well as the Copper King Project. After closing of the Acquisition, EFI intends to complete a thorough evaluation of these assets to determine how best to enhance shareholder value.

    Background to the Acquisition

    In November 2012, Graham Moylan, EFI’s Chief Financial Officer, contacted Dundee Securities and Haywood Securities to express initial interest in the potential acquisition of Strathmore by EFI and to discuss the related financial advisory mandate for each. At Mr. Moylan’s request, Dundee Securities arranged for David Miller, Strathmore’s Chief Executive Officer and Steven Khan, Strathmore’s President and Chairman, to meet with Mr. Moylan in Toronto later that month. During the meeting, Mr. Moylan outlined his preliminary views on the various potential synergies between the companies and requested that Mr. Miller and Mr. Khan further consider and evaluate a transaction whereby EFI would acquire Strathmore. Messrs. Miller and Khan considered the potential benefits to Strathmore and its shareholders, including the potential synergies, and believed it warranted serious further consideration by Strathmore. As a result, on December 10, 2012, Mr. Miller and Mr. Khan met with Mr. Steve Antony, EFI’s Chief Executive Officer, to further discuss the potential transaction and related synergies. These discussions were positive, and both companies saw a strong rationale for the Acquisition based on the potential synergies. As a result, the two companies entered into a confidentiality agreement on December 19, 2012 and both parties commenced their respective preliminary due diligence reviews.

    On December 21, 2012 EFR submitted to STM a draft non-binding letter of intent (an “LOI”) that outlined the terms on which EFI was prepared to consider the potential acquisition of Strathmore. Although the parties could initially not agree on the terms, discussions continued. On February 1, 2013 a revised LOI was submitted by EFI to Strathmore. After further discussions and negotiations on certain elements of the LOI, it was signed on February 13, 2013. Included in the LOI was the requirement for Strathmore to negotiate exclusively with EFI during the 60-day term of the LOI. Following execution of the LOI, both parties commenced comprehensive due diligence and evaluation of the synergies as well as drafting and negotiation of the Arrangement Agreement.

    On March 13, 2013 EFI retained Dundee Securities and Haywood Securities as its joint financial advisors in connection with the Acquisition. In addition to providing financial advisory services related to the Acquisition, Haywood Securities was also retained to provide the Fairness Opinion.

    On May 24, 2013, the parties entered into a binding letter of intent, and a joint press release was issued. Between May 24, 2013 and June 10, 2013, the Arrangement Agreement was further negotiated and finalized between the two companies. On June 7, 2013 EFI held a Board of Directors meeting during which Haywood Securities presented the Fairness Opinion.

    On June 11, 2013, the Arrangement Agreement was executed by both EFI and Strathmore, and a joint press release was issued.

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    Recommendation of the EFI Board

    The EFI Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution attached as Schedule A.

    The directors and officers of EFI and their associates beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 4,862,852 Existing EFI Shares, representing approximately 0.6% of the outstanding Existing EFI Shares. All of the directors and officers of EFI who beneficially own Existing EFI Shares have entered into Support Agreements with Strathmore, pursuant to which such directors and officers have agreed to vote all of their Existing EFI Shares in favour of the Arrangement Resolution. In addition, KEPCO, which holds 64,148,983 Existing EFI Shares, representing approximately 8.5% of the outstanding Existing EFI Shares, has advised EFI that it intends to enter into a Support Agreement with Strathmore to vote all of its Existing EFI Shares in favour of the Arrangement Resolution, subject to and conditional upon receiving authorization from KEPCO’s board of directors. Factors Considered by the EFI Board and Management

    In the course of their due diligence and evaluation of the Arrangement Agreement and Plan of Arrangement, the EFI Board consulted with EFI’s senior management and legal counsel, reviewed a significant amount of information and considered a number of factors including, among others, that the Plan of Arrangement would increase EFI’s resource base and add what EFI management believes could be two highly synergistic properties, Roca Honda and Gas Hills, to EFI’s portfolio, as well as a number of other property assets and royalty interests.

    In the course of its deliberations, the EFI Board also identified and considered a variety of risks (as described in greater detail under “Risk Factors” in this Circular and in the EFI AIF) and potentially negative factors in connection with the Acquisition, including, but not limited to:

    The EFI Board’s reasons for recommending the Acquisition include certain assumptions relating to forward-looking statements, and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Information and Statements” and “Risk Factors” in this Circular and the EFI AIF.

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    The foregoing summary of the information and factors considered by the EFI Board is not intended to be exhaustive. The EFI Board’s recommendation was made after considering all of the above-noted factors and in light of the EFI Board’s knowledge of the business, financial condition and prospects of Strathmore and was also based on the advice of management. In addition, individual members of the EFI Board may have assigned different weights to different factors.

    Fairness Opinion

    Haywood Securities and Dundee Securities have acted as joint financial advisors to EFI in respect of the Acquisition pursuant to the Advisor Engagement Letter. In such capacity, Haywood Securities and Dundee Securities have provided general financial advisory services as well as evaluated strategic alternatives such as potential joint ventures, mergers and acquisitions. Pursuant to the Advisor Engagement Letter, Haywood Securities agreed to provide EFI with an opinion as to the fairness, from a financial point of view, of the Share Exchange Ratio pursuant to the Plan of Arrangement to the EFI Shareholders. At a meeting held on June 7, 2013, Haywood Securities provided the EFI Board with a verbal opinion, subsequently confirmed in writing to the EFI Board, to the effect that, based upon and subject to the various assumptions, limitations and qualifications contained therein, the Share Exchange Ratio pursuant to the Arrangement is fair, from a financial point of view, to EFI Shareholders.

    The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Circular as Schedule C. The Fairness Opinion is not intended to be and does not constitute a recommendation to any EFI Shareholder as to how to vote or act at the Meeting. The Fairness Opinion was one of a number of factors taken into consideration by the EFI Board in considering the Arrangement. This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion. EFI Shareholders are urged to read the Fairness Opinion in its entirety.

    The Fairness Opinion was rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date of the Fairness Opinion and the conditions, prospects, financial and otherwise, of EFI and Strathmore, as applicable, as they are reflected in the information and documents reviewed by Haywood Securities and as they were presented to Haywood Securities. Subsequent developments may affect the Fairness Opinion. Haywood Securities has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to the attention of Haywood Securities after the date of the Fairness Opinion.

    Dundee Securities and Haywood Securities have acted as financial advisor to EFI in connection with the Acquisition and will receive a fee for their services, including, in the case of Haywood a fee for the delivery of the Fairness Opinion and an additional fee that is contingent upon the completion of the Acquisition or any alternative transaction (the “ Completion Fee ”). The aggregate Completion Fee payable to Dundee Securities and Haywood Securities is $800,000, payable as to $600,000 in EFI Common Shares (valued based on the five-day volume weighted average price of the EFI Common Shares for the five days immediately preceding the Effective Date) on closing of the Acquisition, with the balance of $200,000 having already been paid. EFI has also agreed to reimburse Dundee Securities and Haywood Securities for reasonable out-of-pocket expenses and to indemnify Dundee Securities and Haywood Securities in respect of certain liabilities as may arise out of its engagement.

    The Acquisition – Securities Issuable by EFI

    If the Plan of Arrangement becomes effective, EFI will indirectly acquire all of the issued and outstanding Strathmore Common Shares and Strathmore RSUs upon the amalgamation of Strathmore and Subco, and the amalgamated corporation resulting from such amalgamation will become a wholly-owned subsidiary of EFI. Strathmore Shareholders and holders of Strathmore RSUs as at the Effective Time will become EFI Shareholders. In addition, Strathmore Options will be exchanged for EFI Replacement Options. Upon completion of the Plan of Arrangement, the following transactions will occur:

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      (a)

    EFI will issue EFI Common Shares for each whole outstanding Strathmore Common Share and each Strathmore RSU based on the Share Exchange Ratio; based on the number of Strathmore Common Shares and Strathmore RSUs outstanding as of the date of this Circular, and assuming no Strathmore Common Shares or Strathmore RSUs are issued after the date hereof and prior to the Effective Time, an aggregate of approximately 186,420,921 Existing EFI Shares (or, if the Share Consolidation is effected prior to the Effective Date on the maximum basis of 20 Existing EFI Shares for one Consolidated EFI Share, approximately 9,321,046 Consolidated EFI Shares) will be issued pursuant to the Acquisition;

         
      (b)

    EFI will issue to Strathmore Option Holders, in exchange for the Strathmore Options, EFI Replacement Options exercisable to purchase an aggregate of 14,891,100 Existing EFI Shares (or, if the Share Consolidation is effected prior to the Effective Date on the maximum basis of 20 Existing EFI Shares for one Consolidated EFI Share, approximately 744,555 Consolidated EFI Shares) on the same terms and conditions as the Strathmore Options, adjusted to give effect to the Share Exchange Ratio;

         
      (c)

    EFI may issue to certain former Strathmore senior officers EFI Common Shares as Cancellation Consideration, as described below, and

         
      (d)

    EFI will issue EFI Common Shares having a market value of Cdn$600,000 to Haywood Securities and Dundee Securities in partial satisfaction of the advisory fees payable pursuant to the Advisor Engagement Letter.

    If any Strathmore Options are exercised prior to the Effective Date, the Strathmore Common Shares issued upon the exercise thereof will be acquired by EFI for EFI Common Shares in accordance with the Share Exchange Ratio.

    No fractional EFI Common Shares will be issued to former Strathmore Shareholders. In the event that a former Strathmore Shareholder would otherwise be entitled to a fractional share representing less than a whole EFI Common Share, the number of EFI Common Shares to be issued to such former Strathmore Shareholder shall be rounded up or down to the nearest whole EFI Common Share.

    Pursuant to the Arrangement Agreement, Strathmore has agreed that it shall not, except with the consent of EFI, issue any additional securities of Strathmore until the Effective Date or the termination of the Arrangement Agreement, other than Strathmore Common Shares issuable upon the exercise of the Strathmore Options. Assuming no issuance of additional Strathmore securities (other than the issuance of Strathmore Common Shares upon the exercise of currently outstanding Strathmore Options), following completion of the Plan of Arrangement a maximum of 201,312,021 Existing EFI Shares will be issued and made issuable pursuant to the Plan of Arrangement, comprised of (i) 186,420,921 Existing EFI Shares issuable in exchange for the 124,673,285 Strathmore Common Shares and 2,143,668 Strathmore RSUs which are currently outstanding; and (ii) approximately 14,891,100 Existing EFI Shares will be reserved for issuance upon the exercise of Strathmore Options (being the 10,130,000 currently outstanding Strathmore Options). See “Information About EFI After Giving Effect to the Acquisition – Authorized and Issued Share Capital”. Additional EFI Common Shares may also become issuable as Cancellation Consideration, as described in the paragraph below. However, the number of EFI Common Shares issuable as Cancellation Consideration will depend on which Strathmore employees, if any, are terminated in the following six months following the Effective Date, and the market price of the EFI Common Shares and the Canadian dollar – U.S. dollar exchange rate at the time of each termination of employment.

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    The Plan of Arrangement and the Strathmore Employee Letter Agreements also provide that, if Strathmore Employment Termination Obligations become payable to the seven senior officers of Strathmore who have entered into Strathmore Employee Letter Agreements, 50% of the Strathmore Employment Termination Obligation owing to each such Strathmore officer shall be satisfied by the issuance of EFI Common Shares. The total number of EFI Common Shares issuable in satisfaction of 50% of all such Strathmore Employment Termination Obligations is referred to in this Circular and the Plan of Arrangement as the “Cancellation Consideration”. The number of EFI Common Shares issuable to each such former officer as Cancellation Consideration shall be determined based on the volume weighted average trading price of the EFI Common Shares on the TSX over the five trading days prior to the date upon which the Strathmore Employment Termination Obligation is payable to such former officer, such that the product of such average share price and the number of EFI Common Shares issuable to such former officer equals 50% of the Strathmore Employment Termination Obligation owing to such former officer. The aggregate of the Strathmore Employment Termination Obligations which may become payable to all of the seven officers of Strathmore who have entered into Strathmore Employee Letter Agreements is approximately Cdn$2,336,530 1 , such that a maximum of approximately Cdn$1,168,265 may be payable in EFI Common Shares. The number of EFI Common Shares which may be issued as Cancellation Consideration will be based on the volume weighted average trading price of the EFI Common Shares for the five trading days preceding the date or dates on which the Strathmore Employment Termination Obligations become payable. Assuming a volume weighted average trading price of $0.175 (being the closing price of the Existing EFI Shares on July 12, 2013), a maximum aggregate of 6,675,800 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations. Assuming a volume weighted average trading price of $0.15, a maximum aggregate of 7,788,433 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations.

    In addition to the foregoing, upon completion of the Arrangement the Corporation will issue to Dundee Securities and Haywood Securities a number of EFI Common Shares having an aggregate market value of Cdn$600,000, valued based on the volume weighted average trading price of the EFI Common Shares for the five trading days immediately preceding the Effective Date. Based on an assumed volume weighted average trading price of $0.175 (being the closing price of the Existing EFI Shares on July 12, 2013), 3,428,571 Existing EFI Shares would be issuable to Dundee Securities and Haywood Securities in satisfaction of the $600,000 portion of the Completion Fee payable in shares. Assuming a volume weighted average trading price of $0.15, 4,000,000 Existing EFI Shares would be issuable to Dundee Securities and Haywood Securities in satisfaction of the $600,000 portion of the Completion Fee payable in shares.

    The aggregate number of Existing EFI Shares to be issued or made issuable pursuant to the Plan of Arrangement, including the maximum Cancellation Consideration (but based on the assumptions set out above) and the engagement arrangement with Dundee Securities and Haywood Securities is approximately 211,416,392 Existing EFI Shares, which represents approximately 28.1% of the number of Existing EFI Shares which are currently outstanding.

    EFI Shareholder Approval

    The TSX requires that shareholder approval be obtained in those instances where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. Accordingly, EFI Shareholders will be asked at the Meeting to approve the issuance of EFI Common Shares and EFI Replacement Options pursuant to the Plan of Arrangement.

    The Arrangement Resolution must be approved by at least a simple majority of the votes cast by EFI Shareholders, in person or represented by proxy, at the Meeting. The complete text of the Arrangement Resolution to be presented to the Meeting is set forth in Schedule A to this Circular. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy in favour of the Arrangement Resolution set forth in the attached Schedule A.

    _________________________
    1
    Based on maximum obligations of Cdn$192,911 and US$2,061,172 (which amount has been converted to Cdn$2,143,619, using an assumed exchange rate of US$1.00=Cdn$ 1.04.

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    Strathmore Shareholder Approval and Court Approval

    The Acquisition is also subject to approval by the Strathmore Shareholders, who will be requested to vote and approve the Strathmore Resolution at the Strathmore Meeting. The requisite approval for the Strathmore Resolution will be 66 2 / 3 % of the votes cast on the Strathmore Resolution by Strathmore Shareholders, voting as a single class, present in person or by proxy at the Strathmore Meeting, plus a majority of the votes cast by disinterested shareholders in accordance with Multilateral Instrument 61-101 of the Canadian Securities Administrators.

    The BCBCA requires that Strathmore obtain court approval in respect of the Plan of Arrangement. Strathmore intends to apply for the Interim Order on or about July 18, 2013. If granted, the Interim Order will provide for the calling and holding of the Strathmore Meeting and other procedural matters. Strathmore will also file a petition for the Final Order to approve the Plan of Arrangement. The court hearing in respect of the Final Order will be heard following the Strathmore Meeting, subject to the approval of the Strathmore Resolution at the Strathmore Meeting. The Court will consider, among other things, the fairness of the Plan of Arrangement to the Strathmore Shareholders. There can be no assurance that the Court will approve the Plan of Arrangement.

    Dissent Rights

    It is expected that the Interim Order will provide that Strathmore Shareholders may exercise rights of dissent under the manner set forth in Sections 237 to 247 of the BCBCA, as may be modified by the Final Order.

    If any Strathmore Shareholders exercise their dissent rights and the Acquisition is completed, such holders will be entitled to be paid by Strathmore the fair value of such holder’s securities, provided that such holder duly dissents to the Plan of Arrangement and the Acquisition becomes effective.

    Material Agreements Relating to the Acquisition

    Arrangement Agreement

    The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the principal terms of the Arrangement Agreement and Plan of Arrangement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, which are appended hereto as Schedule B.

    The Arrangement Agreement contains representations and warranties made by EFI and Strathmore. These representations and warranties were made by and to the parties thereto for the purposes of the Arrangement Agreement and are subject to the limitations and qualifications agreed to by the parties in connection with negotiating and entering into the Arrangement Agreement. In addition, these representations and warranties were made as of specified dates, may be subject to a contractual standard of materiality different from what may be viewed as material to Strathmore Shareholders or may have been used for the purpose of allocating risk between the parties rather than for the purpose of establishing facts. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Arrangement Agreement.

    On June 11, 2013, EFI, Strathmore and Subco entered into the Arrangement Agreement, pursuant to which EFI and Strathmore agreed that, subject to the terms and conditions set forth in the Arrangement Agreement, EFI will indirectly acquire all of the issued and outstanding shares of Strathmore. Pursuant to the Plan of Arrangement, at the Effective Time each Strathmore Shareholder (other than dissenting shareholders) and each holder of Strathmore RSUs will receive EFI Common Shares based on the Share Exchange Ratio. Each Strathmore Optionholder will receive, in exchange for each Strathmore Option held, an EFI Replacement Option which is exercisable for EFI Common Shares based on the Share Exchange Ratio, for the same exercise price as for one Strathmore Common Share, and on the same terms and conditions as the option agreement governing such Strathmore Options. The terms of the Arrangement Agreement are the result of arm’s length negotiation between EFI and Strathmore and their respective advisors.

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    Representations and Warranties

    The Arrangement Agreement contains representations and warranties made by Strathmore to EFI and representations and warranties made by EFI to Strathmore. Those representations and warranties were made solely for the purposes of the Arrangement Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, some of the representations and warranties contained in the Arrangement Agreement are subject to a contractual standard of materiality (including a Material Adverse Effect) that is different from that generally applicable to the public disclosure to EFI Shareholders, or those standards used for the purpose of allocating risk between parties to an agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

    The representations and warranties of EFI and Strathmore do not survive the completion of the Arrangement Agreement and shall expire and be terminated on the earlier of the Effective Time or the date on which the Arrangement Agreement is terminated in accordance with its terms.

    Representations and Warranties of EFI and Subco

    The representations and warranties provided by EFI and Subco in favour of Strathmore relate to, among other things: (a) the unanimous approval by each of the board of directors, respectively, of EFI and Subco entering into the Arrangement Agreement; (b) the corporate status of EFI and the EFI Subsidiaries; (c) the corporate power and authority of EFI and Subco to enter into, deliver, and carry out their obligations under the Arrangement Agreement; (d) that the execution, delivery and consummation of the transactions contemplated by the Arrangement Agreement do not conflict with or require consent under EFI or the EFI Subsidiaries’ constating documents or material contracts or instruments, violate any judgment or similar award applicable to EFI or any of the EFI Subsidiaries or any of their material properties or assets, or cause the suspension or revocation of any authorization, consent, approval or license in effect, which would have a Material Adverse Effect on EFI and of the EFI Subsidiaries, or their properties; (e) compliance with applicable laws; (f) the capitalization of EFI and Subco; (g) EFI’s ownership of the EFI Subsidiaries; (h) the EFI Payment Shares; (i) EFI’s reporting issuer status; (j) the listing of the EFI Common Shares on the TSX, securities regulatory compliance and no undisclosed pending securities regulatory action; (k) the compliance of EFI’s public filings with Applicable Securities Laws; (l) EFI’s and each EFI Subsidiaries’ corporate records financial books and records; (m) the absence of undisclosed claims, proceedings or judgments against EFI or any EFI Subsidiary that would have a Material Adverse Effect on EFI; (n) the absence of any bankruptcy, liquidation, winding-up or similar proceeding pending or in progress relating to EFI or any EFI Subsidiary; (o) since September 31, 2010, the absence of undisclosed material changes or dividends declared or paid in respect of EFI and the EFI Subsidiaries; (p) property ownership of EFI and the EFI Subsidiaries; (q) EFI’s Mineral Resource estimates; (r) that EFI does not own or exercise control over any Strathmore Securities; (s) employment matters; (t) the receipt by the EFI Board of a financial fairness opinion; (u) that the EFI Board has resolved unanimously to recommend to EFI Shareholders that they vote in favour of the approval of the Arrangement; (v) the aggregate value of the Canadian assets of EFI and its affiliates; and (w) EFI’s status as “non-Canadian” as defined in the Investment Canada Act (Canada).

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    Representations and Warranties of Strathmore

    The representations and warranties provided by Strathmore to EFI relate to, among other things: (a) the unanimous approval by the Strathmore Board of entering into the Arrangement Agreement; (b) the corporate status of Strathmore and each of the Strathmore Subsidiaries; (c) the corporate power and authority of Strathmore to enter into, deliver, and carry out its obligations under the Arrangement Agreement; (d) that neither the execution or compliance with the provisions of the Arrangement Agreement by Strathmore, nor the consummation of the transactions contemplated thereunder will except as disclosed in the Strathmore’s disclosure letter to the Arrangement Agreement, conflict with or require any consent under the constating documents, or material contracts or instruments to which Strathmore or any Strathmore Subsidiary is a party or is bound, or to which any of it or any of its properties or assets may be subject, violate any judgment or similar award applicable to Strathmore, any Strathmore Subsidiary, or Strathmore’s Properties, or cause the suspension or revocation of any authorization, consent, approval or license in effect, that would have a Material Adverse Effect on Strathmore or Strathmore’s Properties or Strathmore’s interest therein; (e) compliance with applicable laws; (f) the capitalization of Strathmore; (g) Strathmore’s ownership of the Strathmore Subsidiaries, and that Strathmore does not have any undisclosed subsidiaries; (h) Strathmore’s reporting issuer status; (i) the listing of the Strathmore Common Shares on the TSX and OTC-QX, securities regulatory compliance and no known securities regulatory investigation; (j) the compliance of Strathmore’s public filings with Applicable Securities Laws; (k) Strathmore’s and each Strathmore Subsidiaries’ corporate records and minute books, financial books and records; (l) the absence of undisclosed claims, proceedings or judgments against Strathmore, any Strathmore Subsidiaries, or Strathmore’s Properties that could have a Material Adverse Effect on Strathmore; (m) the absence of any bankruptcy, liquidation, winding-up or similar proceeding pending or in progress relating to Strathmore or any Strathmore Subsidiary; (n) since December 31, 2010, the absence of undisclosed material changes or dividends declared or paid in respect of Strathmore and the Strathmore Subsidiaries; (o) Strathmore’s disclosure letter to the Arrangement Agreement and the agreements, options and rights listed therein; (p) Strathmore’s financial statements; (q) Strathmore’s working capital as of March 31, 2013; (r) Strathmore’s interest in the Roca Honda Project, the Gas Hills Project and the Copper King Project; (s) the ownership of the property of Strathmore and the Strathmore Subsidiaries; (t) Strathmore’s Mineral Resource estimates; (u) that Strathmore does not own or exercise control over any securities of EFI; (v) that Strathmore will be required to pay certain fees and expenses in connection with the Arrangement; (w) employment matters; (x) the receipt of the Strathmore Board of a financial fairness option; and (y) that the Strathmore Board has resolved unanimously to recommend to the Strathmore Shareholders that they vote in favour of the approval of the Arrangement.

    Pursuant to the Arrangement Agreement, EFI explicitly agreed that Strathmore provided no representation or warranty as to the truth or correctness of any geological or other technical information concerning Strathmore’s Properties based on interpretation of fact.

    Conditions Precedent to the Arrangement Mutual Conditions

    The obligations of the parties to complete the transactions contemplated by the Arrangement are subject to the fulfilment of each of the following conditions, by the Outside Date (unless otherwise stated), and each of which may only be waived with the mutual consent of Strathmore and EFI:

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    Additional Conditions in Favour of EFI

    The obligations of EFI and Subco to complete the Arrangement are subject to the fulfillment of each of the following additional conditions, on or before the Outside Date (unless stated otherwise), and each of which is for the exclusive benefit of EFI and may be waived by EFI:

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    Additional Conditions in Favour of Strathmore

    The obligation of Strathmore to complete the Arrangement is subject to the fulfillment of each of the following additional conditions (each of which is for the exclusive benefit of Strathmore and may be waived by Strathmore):

    Covenants

    Covenants of Strathmore

    Strathmore agreed in the Arrangement Agreement to certain covenants relating to its conduct from the date of the Arrangement Agreement until the Effective Date, including without limitation:

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    33


    Covenants of EFI

    Each of EFI and Subco agreed in the Arrangement Agreement to certain covenants relating to their conduct from the date of the Arrangement Agreement until the Effective Date, including without limitation:

    Strathmore Non-Solicitation

    Pursuant to the Arrangement Agreement, Strathmore was required to immediately cease and cause to be terminated any existing solicitation by Strathmore or its representatives with respect to any Acquisition Proposal or any Potential Acquisition Proposal. Furthermore, Strathmore shall not, directly or indirectly, through any affiliate or subsidiary, or its or their officers, directors, employees, advisors, representatives, agents or otherwise:

    (i)

    solicit, assist, initiate, encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of Strathmore, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposal or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal;

    34



    (ii)

    engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than EFI and its representatives) regarding any Acquisition Proposal or Potential Acquisition Proposal;

       
    (iii)

    withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to EFI, the approval or recommendation of the Arrangement by the Strathmore Board or any of its committees except where a Material Adverse Effect in respect of EFI has occurred and the Strathmore Board has determined that, as a consequence of such Material Adverse Effect, it would be inconsistent with the fiduciary duties of the directors of Strathmore to continue to recommend the Arrangement;

       
    (iv)

    approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, any Acquisition Proposal;

       
    (v)

    accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or

       
    (vi)

    release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Acquisition Proposal; (together, the “ Non-Solicitation Provisions ”).

    In addition to the Non-Solicitation Provisions, pursuant to the Arrangement Agreement, Strathmore is required to notify EFI within 24 hours of any proposal, inquiry, offer or request received by Strathmore or any of its affiliates or subsidiaries, or of its or their officers, directors, employees, advisors, representatives, agents or otherwise (i) relating to an Acquisition Proposal or Potential Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or Potential Acquisition Proposal; or (iii) for non-public information relating to Strathmore or a Strathmore Subsidiary, access to properties, books and records or a list of the holders of Strathmore's shares or the shareholders of any Strathmore Subsidiary. Such notice must be provided in the manner set forth in the Arrangement Agreement.

    Notwithstanding the Non-Solicitation Provisions, if Strathmore receives a bona fide written Acquisition Proposal after the date of the Arrangement Agreement, and Strathmore does not contravene the Non-Solicitation Provisions, Strathmore and its representatives may:

    (i)

    contact the person making such Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

       
    (ii)

    if the Strathmore Board determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal and that failure to take the relevant action would be inconsistent with its fiduciary duties, furnish information of Strathmore and the Strathmore Subs to and engage in discussions with the person making such Acquisition Proposal and its representatives, provided certain conditions are met, including, without limitation, that Strathmore enters into a satisfactory confidentiality agreement with the person making such Acquisition Proposal.

    If, in respect of a Superior Proposal, the Strathmore Board determines that failure to take the relevant action would be inconsistent with its fiduciary duties, and Strathmore has delivered notice to EFI, in the required form, of the intention of the Strathmore Board to approve or recommend, or enter into an agreement other than a confidentiality agreement, with respect to such Superior Proposal (a “ Superior Notice Proposal ”), EFI shall have the opportunity to offer to amend the terms of the Arrangement and the Arrangement Agreement for five business days following the Superior Notice Proposal (the “ Match Period ”). If EFI makes such an offer, Strathmore is required to cooperate with EFI in accordance with Article 6 of the Arrangement Agreement, and determine if EFI’s revised offer, upon acceptance by Strathmore, would result in the Superior Proposal ceasing to be a Superior Proposal. If the Strathmore Board determines that the Superior Proposal would cease to be a Superior Proposal, Strathmore and EFI shall amend the Arrangement Agreement reflecting EFI’s offer.

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    If EFI does not make such an aforementioned offer and the Match Period elapses, or if, notwithstanding EFI’s revised offer during the Match Period, the Superior Proposal continues to be a Superior Proposal compared to EFI’s proposed amendment to the Arrangement and the Arrangement Agreement, Strathmore may terminate the Arrangement Agreement, provided that, prior to or concurrently with termination, Strathmore pays in cash to EFI a termination fee of $1,300,000. Thereafter, Strathmore may (i) enter into an agreement with respect to a Superior Proposal; and/or (ii) withdraw, modify or qualify its approval or recommendation of the Arrangement and recommend or approve a Superior Proposal.

    Termination of the Arrangement Agreement The Arrangement Agreement shall be terminated:

    (a)

    if the Arrangement has not been completed on or before the Outside Date, at the election of any of the parties;

       
    (b)

    in the event that the conditions are not satisfied or waived by the parties to whom they are of benefit prior to the Effective Date, or any earlier date contemplated by the Arrangement Agreement;

       
    (c)

    by unanimous agreement of EFI and Strathmore without further action on the part of their respective shareholders;

       
    (d)

    upon the earlier of (i) the Strathmore Shareholders failing to approve the Arrangement at the Strathmore Meeting; and (ii) a final determination from the Court or an appeal court which denies the granting of the Final Order;

       
    (e)

    in the event that Strathmore terminates the agreement in connection with accepting or recommending a Superior Proposal after having paid to EFI the termination fee described below; or

       
    (f)

    if any applicable laws make the consummation of the Plan of Arrangement illegal or prohibited.

    Strathmore Termination Fee

    If Strathmore accepts or recommends a Superior Proposal in accordance with Article 6 of the Arrangement Agreement and terminates the Arrangement Agreement, Strathmore shall pay to EFI a termination fee of Cdn$1,300,000 prior to or concurrently with the termination.

    EFI Termination Fee

    Provided that the Arrangement Agreement has not been terminated by Strathmore in connection with Strathmore accepting a Superior Proposal in accordance with Article 6 of the Arrangement Agreement, and there has not been a breach or non-performance by Strathmore of a condition for the benefit of EFI or Subco that would entitle EFI to terminate the Arrangement Agreement, if the Arrangement is not approved by the EFI Shareholders prior to August 22, 2013 and such approval is required by the TSX, and (i) prior to the meeting of the EFI Shareholders, a bona fide Acquisition Proposal for EFI has been made or announced publically by a person or entity other than Strathmore; and (ii) within such date of termination, EFI or one or more of the EFI Subsidiaries consummates one or more Acquisition Proposals involving EFI or an EFI Sub, then EFI shall pay to Strathmore a termination fee of Cdn$1,300,000.

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    Strathmore Expense Fee

    Provided that the Arrangement Agreement has not been terminated by Strathmore in connection with Strathmore accepting a Superior Proposal in accordance with Article 6 of the Arrangement Agreement, and there has not been a breach or non-performance by EFI of a condition for the benefit of Strathmore that would entitle Strathmore to terminate the Arrangement Agreement, if the Arrangement is not approved by the Strathmore Shareholders prior to the Outside Date, Strathmore shall pay to EFI an expense fee of Cdn$650,000.

    EFI Expense Fee

    Provided that the Arrangement Agreement has not been terminated by Strathmore in connection with Strathmore accepting a Superior Proposal in accordance with Article 6 of the Arrangement Agreement, and there has not been a breach or non-performance by Strathmore of a condition for the benefit of EFI or Subco that would entitle EFI to terminate the Arrangement Agreement, if the Arrangement is not approved by the EFI Shareholders prior to August 22, 2013 and such approval is required by the TSX, EFI shall pay to Strathmore an expense fee of Cdn$650,000.

    Amendment

    The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before the Effective Date, be amended by written agreement of EFI, Subco and Strathmore, subject to applicable law, further notice to or authorization on the part of their respective shareholders.

    Indemnification

    The Arrangement Agreement provides that each party (the “ Indemnifying Party ”) undertakes with the other parties (the “ Indemnified Party ”) to hold the Indemnified Party fully and effectually indemnified from and against all losses, claims, damages, liabilities, actions or demands (including amounts paid in any settlement approved by the Indemnifying Party of any action, suit, proceeding or claim but excluding lost profits or opportunities and consequential or incidental damages), to which such Indemnified Party may become subject insofar as such losses, claims, damages, liabilities, actions or demands arise out of or are based upon any breach of a representation, warranty, covenant or obligation of the Indemnifying Party contained in the Arrangement Agreement or any certificate or notice delivered by it in connection with the Arrangement Agreement, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action or demand. Provided, however, that the representations and warranties of EFI and Strathmore do not survive the completion of the Acquisition, and any claims in respect of all other obligations shall terminate one year after the Effective Date, save with respect to all losses, claims, damages liabilities, actions, or demands, notice of which is given to the Indemnifying Party by the Indemnified Party on or before one year from the date of the Arrangement Agreement.

    Insurance

    The Arrangement Agreement provides that prior to the Effective Date, Strathmore shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Strathmore and the Strathmore Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and EFI will, or will cause Amalco and its subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date. If a tail policy is not available, then EFI agrees that for the period of two years following the Effective Date, EFI shall cause Amalco or any successor to Amalco or any of the Strathmore Subsidiaries to maintain Strathmore’s and the Strathmore Subsidiaries’ current directors’ and officers’ insurance policies or substantially equivalent policies subject in either case to terms and conditions no less advantageous to the directors and officers of Strathmore and the Strathmore Subsidiaries than those contained in the policies in effect on the date of the Arrangement Agreement, for all present and former directors and officers of Strathmore and the Strathmore Subsidiaries, covering claims made prior to or within such two year period.

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    Cancellation Consideration

    The Strathmore Employment Termination Policy provides for the payment of a Strathmore Employment Termination Obligation in the event that a Strathmore officer or employee is terminated (as defined in the Policy) within six months following a change of control of Strathmore. Certain officers of Strathmore have entered into Strathmore Employee Letter Agreements with Strathmore and EFI, which provide that within 10 business days of an applicable Strathmore Employment Termination Obligation arising, EFI is to deliver or arrange to be delivered to the applicable former Strathmore officer the Cancellation Consideration. The number of EFI Common Shares issuable to each such former officer as Cancellation Consideration shall be determined based on the volume weighted average price of the EFI Common Shares on the TSX over the five trading days prior to the date upon which the Strathmore Employment Termination Obligation is payable to such former officer, such that the product of such average share price and the number of EFI Common Shares issuable to such former officer equals 50% of the Strathmore Employment Termination Obligation owing to such former officer. Delivery of the Cancellation Consideration will constitute satisfaction of 50% of the Strathmore Employment Termination Obligation owed to such former officer and the balance of the Employment Termination Obligation will be payable in cash.

    The aggregate of the Strathmore Employment Termination Obligations which may become payable to all of the Strathmore officers who have entered into Strathmore Employee Letter Agreements is approximately Cdn$2,336,530 (assuming an exchange rate of US$1.00=Cdn$ 1.04), such that a maximum of Cdn$1,168,265 may be payable in EFI Common Shares. The number of EFI Common Shares which may be issued as Cancellation Consideration will be based on the volume weighted average trading price of the EFI Common Shares for the five trading days preceding the date or dates on which the Strathmore Employment Termination Obligations become payable. Assuming a volume weighted average trading price of $0.175 (being the closing price of the Existing EFI Shares on July 12, 2013, an aggregate of 6,675,800 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations. Assuming a volume weighted average trading price of $0.15, a maximum aggregate of 7,788,433 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations.

    Reno Creek Royalty

    Pursuant to the Arrangement Agreement, EFI agreed to purchase, and Strathmore agreed to sell, assign and transfer to EFI, the Reno Creek Royalty for an aggregate purchase price of Cdn$3,000,000, to be satisfied by a promissory note of EFI, payable in instalments. The closing of the acquisition of the Reno Creek Royalty was to occur on June 21, 2013.

    Strathmore subsequently entered into an agreement to sell the Reno Creek Royalty to AUC LLC for US$3,000,000, payable in cash. Prior to entering into such agreement, Strathmore obtained a waiver from EFI pursuant to which EFI waived its rights under the Arrangement Agreement to purchase the Reno Creek Royalty. The sale of the Reno Creek Royalty to AUC LLC was completed on June 28, 2013. The proceeds of the sale have been deposited in a trust account, to be released upon the joint written instructions of EFI and Strathmore, as follows: (i) US$500,000 released to Strathmore on July 2, 2013; (ii) US$500,000 to be released to Strathmore on July 29, 2013; (iii) US$500,000 to be released to Strathmore on August 30, 2013; (iv) if payable pursuant to Section 6.5 of the Arrangement Agreement, US$1,300,000 to be paid to EFI at the time specified in that Section; (v) if payable pursuant to Section 7.1 of the Arrangement Agreement, US$650,000 to be paid to EFI within ten business days following termination of the Arrangement Agreement; (vi) the cash component of any Strathmore Employment Termination Obligations to be paid to the terminated officer or employee within ten business days after the Strathmore Employment Termination Obligation arises; and (vii) the balance of US$1,500,000, plus any accrued interest and less any amounts paid under paragraphs (v) and (vi), payable to Strathmore on October 31, 2013.

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    Support Agreements

    Each of the directors and senior officers of EFI, in aggregate holding approximately 0.65% of the Existing EFI Shares (as of July 15, 2013), has entered into a Support Agreement with Strathmore pursuant to which they have agreed, subject to the terms and conditions of the Support Agreements, among other things:

      (e)

    to vote any EFI Common Shares held by them, or over which they have control or direction, as at the date of the EFI Meeting, in favour of the Arrangement Resolution;

         
      (f)

    not to solicit or arrange or provide assistance to any other person to arrange for the solicitation of, purchases of or offers to sell EFI Common Shares or act in concert or jointly with any other person for the purpose of acquiring EFI Common Shares for the purpose of affecting the control of EFI; and

         
      (g)

    not to dispose of any EFI Common Shares or other securities of EFI held by them except in the limited circumstances provided in the Support Agreements.

    Their obligations under the Support Agreement will terminate automatically upon termination of the Arrangement Agreement in accordance with the terms and conditions thereof, including, if applicable, payment of the termination fee of $1,300,000 in connection with a breach of the Arrangement Agreement in accordance with the terms thereof.

    Management of KEPCO has indicated its intention to enter into a Support Agreement with Strathmore on substantially the terms described above, subject to receiving approval from the board of directors of KEPCO. As of the date of this Circular, the board of directors of KEPCO had not met to consider such approval.

    This summary does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which has been filed by EFI on SEDAR at www.sedar.com. EFI Shareholders are urged to read the Support Agreement carefully in its entirety.

    Each director and officer of Strathmore also executed support agreements with EFI in respect to the voting of their Strathmore Common Shares at the Strathmore Meeting.

    RISK FACTORS

    As a mineral exploration, development, mining and milling company, EFI is subject to a number of risks. In addition to general corporate, financial and operational risks as outlined in the EFI AIF, a copy of which is available under EFI’s profile on SEDAR at www.sedar.com, EFI is also subject to a number of specific risks relating to the Acquisition. If the Acquisition Resolutions are approved, EFI may be subject to additional risks as outlined in the Strathmore AIF, a copy of which is available under Strathmore’s profile on SEDAR at www.sedar.com.

    Risks of Proceeding with the Acquisition

    Market Value of EFI Common Shares

    Pursuant to the Acquisition, each Strathmore Shareholder will be entitled to receive 1.47 Existing EFI Shares (or, if the Share Consolidation becomes effective prior to the Effective Time, the corresponding number of Consolidated EFI Shares based on the Share Consolidation Ratio) for each whole Strathmore Common Share held. Regardless of market fluctuations, the Share Exchange Ratio will not be adjusted to reflect any changes in the market value of EFI Common Shares at the Effective Time of the Acquisition (as defined in the Plan of Arrangement). The market value of the EFI Common Shares at the Effective Time may vary significantly from the market value immediately prior to the announcement of the Acquisition and at the date of this Circular. The market value may increase or decrease, but neither of these occurrences will change the Share Exchange Ratio. Variations in the market value of EFI Common Shares may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of EFI, Strathmore and EFI following the completion of the Acquisition, regulatory considerations, general market and economic conditions, changes in uranium and vanadium prices and other factors over which EFI has no control.

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    The issuance of a significant number of EFI Common Shares could adversely affect the market price of EFI Common Shares. If the Acquisition is completed, a significant number of additional EFI Common Shares will be issued, and may be issued upon the exercise of Strathmore Options prior to the Effective Date, and will become available for trading in the public market. The increase in the number of EFI Common Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, EFI Common Shares.

    Conditions to Complete the Acquisition

    There are a number of conditions precedent to the Acquisition which are outside the control of EFI, including, but not limited to, approval of the Arrangement Resolution and required satisfaction of the regulatory conditions to closing. Further, Strathmore is required to obtain Strathmore Shareholder Approval for the Plan of Arrangement. If for any reason such conditions in the Acquisition are not satisfied or waived and the Acquisition is not completed, the market price of EFI Common Shares may be adversely affected.

    Termination of the Arrangement Agreement

    Each of EFI and Strathmore has the right to terminate the Arrangement Agreement in certain circumstances. There is no certainty that the Arrangement Agreement will not be terminated by either EFI or Strathmore before the completion of the Acquisition. For example, each of EFI and Strathmore has the right, in certain circumstances, to terminate the Arrangement Agreement if changes occur that, in the aggregate, have a material adverse effect on Strathmore or EFI, respectively. There is no assurance that a change having a material adverse effect on EFI or Strathmore will not occur before the Effective Date, in which case Strathmore or EFI, as the case may be, could elect to terminate the Arrangement Agreement and the Acquisition would not proceed.

    Risks of Not Proceeding with the Acquisition

    Existing Operational Risk and Costs

    If the Acquisition is not completed, EFI will continue to face all of the existing operational and financial risks of its business as described in the documents incorporated by reference herein. There will have been significant costs related to the Acquisition, such as legal and accounting fees incurred, that must be paid even if the Acquisition is not completed. There are also opportunity costs associated with the diversion of management attention away from the conduct of EFI’s business in the ordinary course.

    Impact on Share Price and Future Business Operations

    If the Acquisition is not completed, there may be a negative impact on the price of EFI Common Shares, future business and operations to the extent that the current trading price of EFI Common Shares reflects an assumption that the Acquisition will be completed. The price of EFI Common Shares may decline if the Acquisition is not completed.

    Penalty Provisions

    In the event that the Arrangement Agreement is terminated as a result of certain events or because of a material breach of covenants, then the party whose conduct has resulted in the termination is required to pay the other party an expense reimbursement fee of $650,000. Circumstances may arise where EFI may be required to terminate the Arrangement Agreement and incur the expense reimbursement fee.

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    Risks Related to EFI Following the Acquisition

    Post-Acquisition Success

    EFI may not realize the currently anticipated benefits of acquiring Strathmore due to challenges associated with integrating the operations of Strathmore. The success of EFI following the Acquisition will depend in large part on the success of EFI’s management in integrating the operations of Strathmore with those of EFI. The failure of EFI to achieve such integration could result in the failure of EFI to realize the anticipated benefits of the Acquisition and could impair the results of operations, profitability and financial results of EFI.

    Inability to Realize Synergies

    EFI may not be able to fully realize the anticipated synergies due to legal and regulatory challenges and delays or depressed market conditions which may prevent EFI from developing the Strathmore Properties on a timely basis.

    Additional Costs

    EFI will be assuming additional holding and operational costs, as well as permitting and development costs, associated with the Strathmore Properties that will be indirectly acquired as a result of the Acquisition.

    Dilution

    Issuances of EFI Common Shares including upon completion of the Acquisition will result in a substantial dilution of the equity interests of any person who may become an EFI Shareholder as a result of or subsequent to the Acquisition.

    Environmental Laws

    EFI is subject to a broad range of environmental laws and regulations in the jurisdictions in which it operates and will be exposed to potentially significant environmental costs and liabilities. By acquiring Strathmore, EFI will be subject to additional liability for any environmental damage occurring on the Strathmore Properties. These laws and regulations, as interpreted by relevant agencies and the courts, impose increasingly stringent environmental protection standards regarding, among other things, air emissions, wastewater storage, treatment and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, and the remediation of environmental contamination. The costs of complying with these laws and regulations, including participation in assessments and remediation of sites, could be significant. In addition, these standards can create the risk of substantial environmental liabilities, including liabilities associated with divested assets and past activities.

    Financing Risks

    If the Acquisition is completed, additional funding will be required to further develop EFI’s properties and the Strathmore Properties. If EFI’s proposed programs are successful, additional funds will be required for development of its properties, including development and mining of uranium from the Sheep Mountain Project and other mining projects. The primary sources of future funds presently available to EFI are funds available from existing mining and milling operations, the sale of equity capital, or the offering by EFI of an interest in its properties to be earned by another party or parties carrying out exploration or development thereon. There is no assurance that any such funds will be readily available from operations. Failure to obtain additional financing on a timely basis could cause EFI to reduce, delay or terminate its proposed operations and projects, with the possible loss of such operations or projects.

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    INFORMATION ABOUT ENERGY FUELS INC.

    Overview and Corporate Structure

    EFI was incorporated on June 24, 1987 in the Province of Alberta under the name Volcanic Metals Exploration Inc. On September 2, 2005, EFI was continued under the Business Corporations Act (Ontario). On May 26, 2006, Volcanic Metals Exploration Inc. changed its name to Energy Fuels Inc. The registered and head office of EFI is located at 2 Toronto Street, Suite 500, Toronto, Ontario, M5C 2B6, Canada. EFI’s principal place of business and corporate office is located at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, USA. The Corporation’s website address is www.energyfuels.com . EFI is a reporting issuer in all of the Canadian provinces. The Existing EFI Shares are listed on the TSX under the symbol “EFR”. The Existing EFI Shares are also traded in the United States on the OTC-QX under the symbol “EFRFF”. In addition, EFI’s convertible debentures are listed on the TSX under the symbol “EFR.DB”.

    Information relating to the business of EFI and EFI’s material mineral properties is set out in the EFI AIF, a copy of which is available under EFI’s profile on SEDAR at www.sedar.com.

    Intercorporate Relationships

    EFI conducts its business through a number of subsidiaries. All of EFI’s U.S. uranium mining and milling assets are held directly or indirectly through EFI’s wholly-owned subsidiary Energy Fuels Holdings Corp. Energy Fuels Holdings Corp. holds all of these assets through a number of subsidiaries. The principal assets of EFI are held as follows:

    All of the U.S. properties are operated by Energy Fuels Resources (USA) Inc., a wholly-owned subsidiary of Energy Fuels Holdings Corp.

    The following diagram depicts the current organizational structure of EFI and its active subsidiaries, including the name, country of incorporation and proportion of ownership interest. EFI also owns inactive subsidiaries not depicted here, which have no material liabilities or assets and do not engage in any material business activities.

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    Energy Fuels Inc. Entity Organization Chart

    43


    Business of EFI

    EFI is the only conventional producer of uranium in the United States, and among the largest holders of U.S.-based NI 43-101 uranium resources. EFI owns the only conventional uranium mill operating in the U.S., two producing uranium mines, one fully-permitted uranium mine under construction, five permitted mines on standby, and numerous uranium and uranium/vanadium development and exploration properties located throughout the western United States. EFI also produces vanadium as a co-product from some of its Colorado Plateau mines and recycles uranium-bearing waste materials, referred to as “alternate feed materials”, for the recovery of uranium.

    EFI’s principal assets as at the date of this Circular include 100% ownership of the following:

    EFI entered the uranium industry in 2007. Through a number of acquisitions, including Magnum Uranium Corp. in July 2009, Titan Uranium Inc. in February 2012, and Denison Mines Corp.’s US Mining Division in June 2012, EFI is now a fully-integrated uranium and vanadium producer.

    For further information regarding the material properties, assets and three-year history of EFI, please see “General Development of the Business” and “Energy Fuels’ Business” in the EFI AIF, which is incorporated by reference in this Circular. The EFI AIF can be found under EFI’s SEDAR profile at www.sedar.com and was filed by EFI on December 20, 2012.

    INFORMATION ABOUT STRATHMORE MINERALS CORP.

    Information pertaining to Strathmore has been furnished by Strathmore or is derived from information provided by Strathmore. See “General Information - Information Concerning Strathmore Minerals Corp.”

    Overview and Corporate Structure

    Strathmore was incorporated by memorandum and articles pursuant to the Company Act (British Columbia) on April 16, 1987 under the name 325240 B.C. Ltd. On July 28, 1988, Strathmore changed its name to Achievers Media Corporation and was continued under the Canada Business Corporations Act by filing Articles of Continuance with the Director, Consumer and Corporate Affairs, Canada. Strathmore was extra-provincially registered in British Columbia effective September 29, 1988. Strathmore was listed on the TSX Venture Exchange (formerly the Canadian Venture Exchange and the Vancouver Stock Exchange) on September 26, 1989. On November 2, 1992, Strathmore was declared inactive by the TSX Venture Exchange. On November 6, 1992, Strathmore changed its name to The Achievers Training Group Inc. and consolidated its share capital on the basis of one new share for every five existing shares.

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    On May 5, 1993, Strathmore was continued into British Columbia, and a Certificate of Continuation under the Company Act (British Columbia) was issued by the British Columbia Registrar of Companies on June 21, 1993, at which time Strathmore changed its name to Rockwealth International Resource Corp. On June 25, 1993, Strathmore's inactive designation was removed by the TSX Venture Exchange. On August 7, 1996 Strathmore changed its name to Strathmore Resources Ltd. On September 19, 2000, Strathmore changed its name to Strathmore Minerals Corp. and consolidated its share capital on the basis of one new share for every five existing shares. Strathmore transitioned under the BCBCA on January 24, 2006.

    Strathmore is a reporting issuer in British Columbia, Alberta, and Ontario. The Strathmore Common Shares trade on the TSX under the symbol “STM” and on OTC-QX under the symbol STHJF. As of December 31, 2012, Strathmore had 27 employees.

    Strathmore's registered office is located at 595 Burrard Street, Suite 2600, Vancouver, B.C., V7X 1L3 and its head office is located at 1708 Dolphin Avenue, Suite 312, Kelowna, B.C., Canada V1Y 9S4; telephone: (800) 647-3303; fax: (250) 979-6363; e-mail: info@strathmoreminerals.com; website: www.strathmoreminerals.com.

    Intercorporate Relationships

    The following chart describes the inter-corporate relationships showing Strathmore’s wholly-owned material subsidiaries as at July 15, 2013.

    Business

    Strathmore is engaged in locating, acquiring, exploring and, if warranted, developing mineral resource properties with a particular emphasis on properties which may contain economic reserves of uranium, gold, and copper. The properties in which Strathmore has an interest or the right to acquire an interest are currently in the exploration, development, and permitting stages. Strathmore's current material properties are located in New Mexico and Wyoming in the United States.

    Strathmore has established a portfolio of previously discovered but not yet mined mineral deposits in areas historically known for uranium production. Strathmore is focusing its energies on bringing its Roca Honda Project (New Mexico) and Gas Hills Project (Wyoming) into production, subject to obtaining the necessary permits and other regulatory approvals. Strathmore’s secondary focus is to enhance shareholder value from the 2012 acquisition of the Copper King Project. Plans are being formulated to permit and ultimately bring the Copper King Project into production.

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    For information regarding the three-year history of Strathmore, please see “General Development of the Business” in the Strathmore AIF, which is incorporated by reference in this Circular. The Strathmore AIF can be found under Strathmore’s SEDAR profile at www.sedar.com and was filed by Strathmore on March 27, 2013.

    Operations

    Mineral Projects

    The mineral properties which are currently material to Strathmore are the Roca Honda Project located in New Mexico, USA, the Gas Hills Project located in Wyoming, U.S.A and the Copper King Project located in Laramie County, Wyoming.

    A summary of all previously defined, historical uranium assets as well as Strathmore’s significant U.S. uranium properties is below under the heading “Uranium Resources Summary by Property”.

    Roca Honda Project, New Mexico

    In 2007, Strathmore (60%) and certain affiliates of Sumitomo Corporation of Japan (“ Sumitomo ”) (40%) established the Roca Honda J.V. to develop the Roca Honda deposit. In 2009, Roca Honda J.V. submitted its Roca Honda mine permit application to the New Mexico Mining and Minerals Division and U.S. Forest Service. This permit was deemed administratively complete by the regulatory agencies, and is now undergoing technical review. Currently, the Roca Honda Project is held by Roca Honda Resources LLC., with Strathmore as the operator.

    The Roca Honda Preliminary Economic Analysis was completed by RPA in 2012. It evaluated an underground operation using both step room-and-pillar stoping in the lower grade zones and drift-and-fill stoping in the higher grade sections, and the construction of a mill. The mill would be a conventional uranium mill including agitated acid leaching, counter-current decantation, solvent extraction, and precipitation. Based on the current Mineral Resources, the mine life would be nine years at an average mining rate of 1,085 tons per day.

    The Roca Honda Project Technical Report is considered by RPA to meet the requirements of a preliminary economic analysis as defined in NI 43-101. The economic analysis contained in the Roca Honda Technical Report is based, in part, on Inferred Mineral Resources, and is preliminary in nature. Inferred resources are considered too geologically speculative to have mining and economic considerations applied to them and to be categorized as Mineral Reserves. There is no certainty that the development, production, and economic forecasts on which the Roca Honda Preliminary Economic Analysis is based will be realized.

    The following table summarizes the Mineral Resource estimates for the Roca Honda Project, as set out in the Roca Honda Project Technical Report. The Mineral Resource estimate and classification are in accordance with the CIM Standards on Mineral Resources and Mineral Reserves incorporated in NI 43-101.

    MINERAL RESOURCES – AUGUST 9, 2011
    Roca Honda Resources LLC – Roca Honda Project

    Classification Tons
    (000)
    Grade
    %U 3 O 8
    Pounds U 3 O 8
    (000)
    Measured Resources 284 0.395 2,247
    Indicated Resources 1,793 0.405 14,536
    Total Measured and
    Indicated Resources
    2,077 0.404 16,783
           
    Inferred Resources 1,448 0.411 11,894

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    Notes:

    1.

    CIM definitions were followed for Mineral Resources.

    2.

    The Qualified Person for this Mineral Resource estimate is Patti Nakai-Lajoie, P.Geo.

    3.

    Mineral Resources are estimated using a cut-off grade of 0.13% U 3 O 8 .

    4.

    A minimum mining thickness of six feet was used.

    5.

    Numbers may not add due to rounding.

    Considering the Roca Honda Project on a stand-alone basis, the base case undiscounted pre-tax cash flow without toll milling and including contingency totals US $713 million over the mine life, and payback occurs early in the fifth year of production, assuming a uranium price of US$75 per pound. The annual uranium production during operation was estimated to be 2.6 million pounds per year, with a maximum annual production of 3.9 million pounds.

    The pre-tax internal rate of return (IRR) is 19.2% and the pre-tax net present value (NPV), assuming a uranium price of US$75 per pound, is as follows:

    The net revenue per pound of product was estimated to be US $73.55, and the operating cost per pound of product was estimated to be US $23.82. The average annual product production was estimated to be 2.6 million pounds of uranium (1,450 tons of uranium oxides).

    Further details in respect of the Roca Honda Project and the Roca Honda Technical Report are provided in the Strathmore AIF, a copy of which is available under Strathmore’s profile on SEDAR at www.sedar.com.

    In October 2009, Strathmore submitted its Roca Honda Mine permit application to the New Mexico Energy, Minerals and Natural Resources Department (Mines and Minerals Division) and the US Forest Service (Cibola National Forest) for the proposed development of Roca Honda as an underground mine. Roca Honda is one of the largest and highest grade proposed uranium mines in the United States in over 30 years. The Roca Honda mine permit application submission represented a major milestone in Strathmore's corporate history. In November 2009, state and federal regulatory agencies deemed this submission “administratively complete”.

    In 2010, under the direction of the US Forest Service (“USFS”), preparation of an independent draft Environmental Impact Statement (“DEIS”) was contracted to the Mangi Environmental Group. The DEIS was completed in December, 2012. Notice of availability of the DEIS was published in the Federal Register, the daily journal of the United States Government, on March 15, 2013. The publication of the DEIS officially started the 60 day public comment period. Two "open-house" public meetings were held in Grants and Gallup, New Mexico in April 2013, to provide an opportunity for the public to discuss the project, and submit oral and written comments. This process will ultimately lead to the completion of the Final Environmental Impact Statement and the Roca Honda mine permit Record of Decision expected later this year.

    Gas Hills Project, Wyoming

    The Gas Hills Project, located in Fremont and Natrona Counties, Wyoming, totals about 35,000 acres and consists of 1,683 unpatented lode mining claims, one State of Wyoming mineral lease, and one private mineral lease. The properties are in central Wyoming within Townships 31-33 North, Ranges 89 - 91 West, 6th Principal Meridian.

    The Gas Hills Technical Report was prepared by Chlumsky, Armbrust & Meyer LLC (“CAM”) in accordance with NI 43-101. The Gas Hills Technical Report summarizes the pre-1990 historical exploration and production on the Gas Hills Project, and Strathmore’s drilling from 2007 to November 2011. The Report mainly focuses on five prospects or targets, being the Day Loma, George-Ver, Loco-Lee, Jeep and Rock Hill properties, that had previous production and are believed to contain potentially economic uranium mineralization. Despite the significant historical drilling, including thousands of drill holes and historical estimates by previous operators for these five properties, and Strathmore’s possession of two data libraries, these data have not been verified in sufficient detail to provide comprehensive NI 43-101 compliant statements of Mineral Resources, other than Inferred Mineral Resource estimates for the Day Loma and Rock Hill properties. Subsequent to the November 11, 2011 cut-off date of data used in the Gas Hills Project Technical Report, Strathmore initiated an $8 million confirmation and drilling exploration program designed to provide sufficient verifiable data and information to support the preparation of current resource estimates. The Gas Hills Project is considered by CAM to have very good exploration potential.

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    In 2007, Strathmore began mine permitting activities for the Gas Hills Project. At the George-Ver property, Strathmore completed the installation of three ground water monitoring wells for the purpose of establishing baseline ground water quality and to perform hydrogeological testing. Air quality and meteorological monitoring stations were also installed at this time. These activities begin the process of mine permit submittal, which requires a minimum of one year’s sampling to establish baseline conditions. A mine permit application was submitted in the fourth quarter of 2012. Any production from the Gas Hills Project is subject to economic feasibility, receiving approval of the mine permit from government regulatory authorities, in addition to thoroughly evaluating milling and or heap leaching options, and successfully developing a uranium extraction alternative subject to approval by the Nuclear Regulatory Commission.

    On February 1, 2012, Strathmore entered into a strategic definitive agreement with KEPCO for a private equity placement and a phased joint venture for the development of the Gas Hills Project. Phase I comprised a US $8 million private equity placement totalling 14,586,182 Strathmore Common Shares at Cdn$ 0.55 per common share, with the proceeds to be expended on a Phase I exploration, development and permitting program. KEPCO retains the option to participate in a Phase II program, whereby KEPCO can earn-in up to a 40% interest in the Gas Hills project by spending an additional US$32 million over three years beginning in 2013. In addition, the definitive agreement contains future off-take provisions based on KEPCO’s equity ownership and project ownership in the Gas Hills Project.

    During the year ending December 31, 2012, Strathmore completed 321 drill holes totaling 116,350 feet in the Main Gas Hills Project areas. This program focused primarily on confirming the historical resource estimates at George Ver, Loco Lee, Rock Hill, Bullrush and Day Loma, while exploration drilling has targeted the area to the west of Bullrush to test for potential new uranium mineralization. In addition, exploration drilling commenced at the Beaver Rim prospect, located immediately south of the Main Gas Hills deposits, in mid-July. A total of 39 drill holes were completed at the East Diamond, West Diamond, North Black Diamond, and South Black Mountain prospects. As drilling progressed, it was decided to relocated drill rigs from the Beaver Rim to the Main Gas Hills properties in an effort to complete the necessary confirmation drilling for updating the NI 43-101 resource. Confirmation drilling in the Main Gas Hills resumed in May, 2013 and the Phase I program was completed in June. Results are under review with KEPCO.

    Copper King Project, Wyoming

    The Copper King Project covers about five square kilometres and is located in southeastern Wyoming, approximately 32km west of the city of Cheyenne, on the southeastern margin of the Laramie Range. Strathmore acquired its interest in the Copper King Project in May 2012 through the acquisition of all of the issued and outstanding shares of Saratoga Gold Company Ltd. (“Saratoga”), which controls the property through two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases that extend through February 1, 2023 and February 1, 2014.

    The Copper King Technical Report, a copy of which is available on SEDAR under Strathmore’s profile, was prepared for Strathmore by Mine Development Associates (“MDA”). The Copper King Technical Report includes an initial NI 43-101 compliant Mineral Resource estimate and a preliminary economic assessment (“PEA”) for the gold-copper resources outlined to date at the Copper King Project.

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    A summary of the total Copper King Mineral Resource estimate is tabulated below. The stated resource is fully diluted to 6.1m by 6.1m by 6.1m blocks (20ft by 20ft by 20ft) and is tabulated on an AuEq cut-off grade of 0.514g AuEq/t (0.015oz AuEq/ton). All material, regardless of which metal is present and which is absent, is tabulated. Because multiple metals exist, but do not on a local scale co-exist, the AuEq grade is used for tabulation. Using the individual metal grades of each block, the AuEq grade is calculated using the following formula: g AuEq/t = g Au/t + (2.057143 * %Cu) This formula is based on prices of US$1,000.00 per ounce gold, and US$3.00 per pound copper. No metal recoveries are applied, as this is the in situ resource.

    Summary Table of Current Copper King Resources

        Measured and Indicated Resource:    
    Class   Au - equiv.   Cutoff tons tonnes oz Au/ton g Au/t oz Au % Cu       lbs. Cu
    Measured 0.015 0.51 15,130,000 13,730,000 0.018 0.62 272,000 0.199 60,120,000
    Indicated 0.015 0.51 44,620,000 40,480,000 0.015 0.50 654,000 0.183 162,880,000
    Total M+I 0.015 0.51 59,750,000 54,210,000 0.015 0.53 926,000 0.187 223,000,000

         Inferred Resource:     
    Class Au - equiv.  Cutoff   tons tonnes oz Au/ton g Au/t oz Au % Cu lbs. Cu
    Inferred  0.015 0.51 15,620,000 14,170,000 0.011 0.38 174,000 0.20 62,530,000

    The Copper King resource contains oxide, mixed oxide-sulfide, and sulfide rock types. At the stated AuEq cut-off grade of 0.51g AuEq/t (0.015oz AuEq/ton), approximately 80% of the resource is sulfide material with the remaining 20% split evenly between the oxide and mixed rock types.

    MDA also completed a preliminary economic analysis (PEA) for the Copper King Project. A PEA is preliminary in nature, and it includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied that would enable them to be classified as Mineral Reserves, and there is no certainty that the preliminary assessment will be realized. The PEA assumes open-pit mining with copper and gold recovery by flotation. This study assumes material would be processed at a rate of 10,000 tons per day. The ore-grade material would be crushed in or near the mine and transported to the plant located close to the mine. A gold price of $1,100/oz and a copper price of $3/lb. were used for the economic evaluation. The pre-tax economic analysis of the project, including the 5% Wyoming state royalty, shows a 31.2% internal rate of return and a net present value (5%) of $159.5 million.

    Nose Rock Project, New Mexico

    Strathmore's Nose Rock property is located northeast of Crownpoint, within the Grants Uranium District in New Mexico. Strathmore acquired through minerals leases, or by claim staking, an additional 7 sections contiguous or near the primary Section 36 lease, increasing the size of the property holdings to approximately 5,000 acres (2,023 Ha).

    In 2009, Strathmore completed a NI 43-101 technical report for a portion of the Nose Rock Property. The report, entitled “Technical Report on Section 1, T18N, R12W, Nose Rock Uranium Property, McKinley County, New Mexico, dated February 9, 2009, and prepared by Alinco GeoServices, is available on SEDAR under Strathmore’s profile. Strathmore considers the Nose Rock property to be a non-core mineral property.

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    Dalton Pass Uranium Property, New Mexico

    The Dalton Pass Property comprises 1,320 acres (534 Ha) of federal lode mining claims. It is located between Church Rock and Crownpoint in the western part of the Grants Uranium District.

    In 2009, Strathmore completed a NI-43-101 technical report for a portion of the property. The report, entitled “Technical Report on Section 32, T17N, R13W, Dalton Pass Uranium Property, McKinley County, New Mexico, dated January 30, 2009, and prepared by Alinco GeoServices Inc., is available on SEDAR under Strathmore’s profile. Strathmore considers the Dalton Pass property to be a non-core mineral property.

    Church Rock Property, New Mexico,

    The Church Rock property comprises 640 acres (258 Ha). It was acquired from Rio Algom Corporation, successor to the Kerr-McGee Nuclear Corporation, in 2004. Historical mineral estimates were reported by Kerr-McGee in 1979 and Rio Algom in 1995. Strathmore considers Church Rock to be a non-core mineral property.

    Marquez Property, New Mexico,

    The Marquez Property comprises 14,501 acres (5,868 Ha), and is located in the eastern part of the Grants Mineral Belt in northwest New Mexico.

    In 2010, Strathmore completed a NI 43-101 technical report for the Marquez Property. The report, entitled “Marquez Uranium Property, McKinley and Sandoval Counties, New Mexico” dated June 10, 2010, and prepared by Alinco GeoServices Inc. is available on SEDAR under Strathmore’s profile. Strathmore considers Marquez to be a non-core mineral property.

    Juniper Ridge, Wyoming

    The Juniper Ridge property comprises 4,710 acres (1,906 Ha). In November, 2010, Strathmore entered into a purchase and sale agreement with Crosshair Exploration & Mining Corp (now known as Crosshair Energy Corp. or “Crosshair”) for the sale of the Juniper Ridge property.

    On December 3, 2012, Strathmore received notice of termination of the Juniper Ridge purchase and sale agreement from Crosshair, and the property was returned to Strathmore. Crosshair spent considerable time, effort, and funds to advance the Juniper Ridge project, and completed a NI 43-101 technical report entitled "Juniper Ridge Uranium Project, Carbon County, Wyoming, USA; 43-101 Mineral Resource Technical Report," dated February 21 2012, and prepared by BRS Engineering. This report is available on SEDAR under Crosshair’s profile. Strathmore considers Juniper Ridge to be a non-core mineral property.

    Other Properties

    Other properties held by Strathmore include Copper Mountain, Sky, and the Shirley Basin properties, all located in Wyoming, and Chord, which is located in South Dakota. Strathmore considers all of these properties to be non-core mineral or exploration properties.

    Uranium Resources Summary by Property

    The following table updates all of the Strathmore’s uranium resources, excluding the Chord Property in South Dakota. Additions and changes are anticipated over the following year as drilling databases are acquired and analyzed, new properties are acquired or divested. The table identifies core projects and those properties that comprise the development project pipeline. Both NI 43-101 compliant resources (measured, indicated, inferred), and historical resources as defined by the results of exploration completed by previous mining companies are included. This table revisits previously released information and adds the new historical and/or NI 43-101 resources where appropriate.

    50



    Location Previous Operator/Source
    (Date of Resource Estimate)
    Resource Classification Tonnage Grade % U 3 O 8 lbs./U308
    Core Projects: New Mexico & Wyoming      
    Roca Honda, Roscoe Postle Associates NI 43-101 Measured 284,000 0.395 2,247,000
    New Mexico Inc.(2012) NI 43-101 Indicated 1,793,000 0.405 14,536,000
        NI 43-101 Measured + 2,077,000 0.404 16,783,000
        Indicated 1,448,000 0.411 11,894,000
        NI 43-101 Inferred      
    Main Gas Hills- Chlumsky, Armbrust & NI 43-101 Inferred 1,600,000 0.15 4,700,000
    Day Loma Meyer LLC (2012)        
    Main Gas Hills - Chlumsky, Armbrust & NI 43-101 Inferred 600,000 0.07 900,000
    Rock Hill Meyer LLC (2012)        
    Main Gas Hills, Federal American Partners Historical*      
    Wyoming: (1984) & Pathfinder (1996) Amazon 285,000 0.06 366,000*
        Andria 740,000 0.06 950,000*
        Badlands 163,000 0.07 216,000*
        Bullrush 1,737,000 0.07 2,307,000*
        Frazier Lamac 697,000 .0.11 1,522,000*
        Loco-Lee 3,369,000 0.07 4,644,000*
        Sunset 1,395,000 0.06 1,813,000*
        George-Ver 1,031,000 0.07 1,493,000*
        Jeep 297,000 0.08 463,000*
    Development Project Pipeline: NM & WY        
    (Non-Core Properties)        
    Church Kerr McGee (1979) Historical* Cut-off 6’ of 6,050,000 0.09 10,900,000*
    Rock, NM Rio Algom (1995) 0.05% 2,564,000 0.11 5,502,000*
      Historical* Cut-off 5’ of         
        0.10%      
    Marquez, Kerr McGee (1977) NI 43-101 Measured 999,000 0.13 2,512,000
    New HM. Alief, 43-101 (2010) NI 43-101 Indicated 2,612,000 0.13 6,618,000
    Mexico   NI 43-101 Measured + 3,611,000 0.13 9,130,000
        Indicated 2,160,000 0.11 4,907,000
        NI 43-101 Inferred      
    Nose Rock Phillips Uranium (1979) NI 43-101 Measured 310,000 0.15 906,000
    (Sec. 1), HM. Alief, 43-101 (2009) NI 43-101 Indicated 575,000 0.15 1,688,000
    NM   NI 43-101 Measured + 884,000 0.15 2,594,000
        Indicated 167,000 0.14 452,000
        NI 43-101 Inferred      
    Nose Rock Phillips Uranium (1979) Historical* 4,384,000 0.16 14,303,000*
    (Sec. 36),          
    NM          
    Dalton Pass Pathfinder (1980) NI 43-101 Measured 447,000 0.09 839,000
    (Sec. 32), HM. Alief, 43-101 (2009) NI 43-101 Indicated 1,176,000 0.10 2,232,000
    NM   NI 43-101 Measured + 1,623,000 0.10 3,071,000
        Indicated 908,000 0.08 1,530,000
        NI 43-101 Inferred      
    Roca Honda Kerr McGee (1980) Historical* 87,000 0.18 312,000*
    North, NM          
    Sec. 2 13N Homestake (1979) Historical* 199,000 0.17 665,000*
    9W, NM          
    West Largo, Kerr McGee (1980) Historical* 382,000 0.21 1,580,000*
    NM          
    Sky, WY Pathfinder (1980) NI 43-101 Indicated 669,000 0.07 948,000
      C. Snow, 43-101 (2007) NI 43-101 Inferred 55,000 0.05 54,000
    Juniper AGIP Mining (1986) NI 43-101 Indicated 4,140,000 0.063 5,200,000
    Ridge, WY BRS Engineering (2012)        
    Ketchum Pathfinder (1980) Historical* 1,135,000 0.06 1,455,000*
    Buttes, WY          
    Copper Anaconda (1997) Historical* Under Under Under Review
    Mountain,     Review Review  
    WY          
    Jeep, Federal American (1983) NI 43-101 Measured 229,000 0.08 378,000
    Wyoming C. Snow, 43-101 (2007) NI 43-101 Indicated 88,000 0.06 106,000
        NI 43-101 Measured +  317,000 0.07 484,000
        Indicated 150,000 0.05  150,000
        NI 43-101 Inferred      

    51



    * The historical estimates presented in the table above were completed prior to the implementation of NI 43-101. Given the quality of the historic work completed on the properties in Wyoming and New Mexico discussed herein and the production history of Gas Hills Uranium District and the Grants Mineral District, Strathmore believes the historic estimates to be both relevant and reliable. However, a qualified person has not completed sufficient work to classify the historic mineral resources as current Mineral Resources, and Strathmore is not treating the historical estimates as current Mineral Resources. Hence, they should not be relied upon. It should be noted that Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability.

    The technical information in the above table has been prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and reviewed by David Miller, Chief Executive Officer for Strathmore Minerals Corp., PG 363 Wyoming and Society for Mining, Metallurgy & Exploration Registered Member 2205106RM, a Qualified Person under NI 43-101.

    Impairment of Strathmore’s Mineral Properties

    In connection with the preparation of the Strathmore Annual Financial Statements and the Strathmore Interim Financial Statements, Strathmore reviewed the carrying values of its assets, including the carrying values of its mineral properties, and determined that there were not any indications of impairment as of December 31, 2012 and March 31, 2013. The fair market value of the aggregate EFI Payment Shares to be issued in connection with the Acquisition, based on the June 30, 2013 closing price of the EFI Common Shares on the TSX, is less than the carrying values of Strathmore's mineral properties. Strathmore, as a result of entering into the Arrangement Agreement with EFI on June 11, 2013, expects to record an impairment charge related to its mineral properties in its June 30, 2013 financial statements.

    Interest of Certain Persons in the Acquisition

    EFI has been informed that, except as disclosed herein, none of the directors and executive officers of Strathmore has a material interest, direct or indirect by way of beneficial ownership of securities or otherwise in the Plan of Arrangement. The officers and directors of Strathmore and their associates and affiliates beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 3,406,521 Strathmore Common Shares, representing approximately 2.7% of the Strathmore Common Shares outstanding as of the close of business on July 12, 2013. All of the Strathmore Common Shares held by the executive officers and directors of Strathmore will be treated in the same fashion under the Plan of Arrangement as Strathmore Common Shares held by any other Strathmore Shareholder.

    Change of Control Provision under Employment Agreements

    Pursuant to the Strathmore Employment Termination Policy, all Strathmore officers and employees are entitled to payment of Strathmore Employment Termination Obligations in the event that their employment is terminated (as defined in the Policy) within six months following a change of control of Strathmore. The amount of the Strathmore Employment Termination Obligation payable to each officer or employee is the officer’s or employee’s salary for a notice period based on the officer’s or employee’s position and length of service. The aggregate amount of the Strathmore Employment Termination Obligations which would be payable to the seven senior officers of Strathmore is approximately Cdn$2,336,530 2 . As described above under “Cancellation Consideration”, the seven senior officers of Strathmore have each entered into Strathmore Employee Letter Agreements pursuant to which such officers have each agreed that 50% of any Strathmore Employment Termination Obligation which may become owing to them shall be satisfied by the issuance of EFI Common Shares as Cancellation Consideration. The number of EFI Common Shares which may be issued as Cancellation Consideration will be based on the volume weighted average trading price of the EFI Common Shares for the five trading days preceding the date or dates on which the Strathmore Employment Termination Obligations become payable. Assuming a volume weighted average trading price of $0.175 (being the closing price of the Existing EFI Shares on July 12, 2013, a maximum aggregate of 6,675,800 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations. Assuming a volume weighted average trading price of $0.15, a maximum aggregate of 7,788,433 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations.

    _____________________
    2
    Based on maximum obligations of Cdn$192,911 and US$2,061,172 (which amount has been converted to Cdn$2,143,619, using an assumed exchange rate of US$1.00=Cdn$ 1.04.

    52


    Material Contracts

    Except as described above, none of Strathmore or the Strathmore Subsidiaries is a party to any material contracts entered into outside of the ordinary course of business.

    Dividends

    Strathmore has not paid cash dividends or made any distributions in the last three completed financial years.

    Management’s Discussion and Analysis

    For management’s discussion and analysis of Strathmore please see the Strathmore Annual MD&A and the Strathmore Interim MD&A. The Strathmore Annual MD&A can be found under Strathmore’s SEDAR profile at www.sedar.com.

    Consolidated Capitalization and Options to Purchase Securities

    If the Plan of Arrangement becomes effective, EFI will indirectly acquire all of the issued and outstanding Strathmore Common Shares and Strathmore RSUs upon the amalgamation of Strathmore and Subco, and the amalgamated corporation resulting from such amalgamation will become a wholly-owned subsidiary of EFI. All Strathmore Shareholders and holders of Strathmore RSUs as of the Effective Time will become EFI Shareholders. In addition, Strathmore Options will be exchanged for EFI Replacement Options.

    The Strathmore Common Shares trade on the TSX under the symbol “STM” and on the OTC-QX under the symbol “STHJF”.

    As of the date of this Circular, there are 124,673,285 Strathmore Common Shares and 2,143,668 Strathmore RSUs outstanding.

    As of the date of this Circular, the following Strathmore Options are outstanding:

    Issue Date Expiry Date # of Strathmore
    Common Shares
    Issuable upon
    Exercise
    Exercise Price
    September 26, 2008 September 26, 2013 150,000 $0.60
    November 10, 2008 November 10, 2013 3,875,000 $0.41
    February 1, 2011 February 1, 2014 100,000 $1.30
    February 17, 2010 February 17, 2015 1,485,000 $0.65
    February 17, 2012 February 17, 2015 400,000 $0.55
    November 29, 2010 November 29, 2015 190,000 $1.30
    December 23, 2010 December 23, 2015 1,280,000 $1.17
    February 22, 2012 February 22, 2022 1,050,000 $0.56

    53



    Issue Date Expiry Date # of Strathmore
    Common Shares
    Issuable upon
    Exercise
    Exercise Price
    October 26, 2012 October 26, 2022 1,600,000 $0.215
    Total 10,130,000  

    Prior Sales

    Strathmore has not distributed Strathmore Common Shares or securities convertible into Strathmore Common Shares in the past twelve month period.

    Price Range and Trading Volumes of the Strathmore Common Shares

    The Strathmore Common Shares are listed on the TSX under the symbol “STM”. The following table sets forth the price range and trading volume for the Strathmore Common Shares on the TSX for the periods listed below:

        High     Low        
        Cdn$     Cdn$     Volume  
    July 1 – 12, 2013   0.240     0.195     1,078,274  
    June, 2013   0.240     0.195     2,501,202  
    May, 2013   0.245     0.145     4,467,863  
    April, 2013   0.220     0.135     2,751,493  
    March, 2013   0.240     0.200     1,374,728  
    February, 2013   0.290     0.210     3,097,986  
    January, 2013   0.320     0.230     2,949,983  
    December, 2012   0.270     0.185     4,671,107  
    November, 2012   0.250     0.185     2,632,401  
    October, 2012   0.275     0.200     3,295,245  
    September, 2012   0.300     0.250     2,611,149  
    August, 2012   0.335     0.250     1,536,123  
    July, 2012   0.305     0.235     1,382,680  

    The closing price of the Strathmore Common Shares on the TSX on July 12, 2013 was Cdn$0.24. The closing price of the Strathmore Common Shares on the TSX on May 23, 2013, the last trading day prior to the announcement of the Arrangement, was Cdn$0.18.

    Directors and Executive Officers

    The following table sets forth, for each director and executive officer of Strathmore: his or her name; municipality, province or state and country of residence; all positions and offices held by him or her; the month and year in which he or she was first elected a director and his or her principal occupation during the preceding five years.

    Name and Municipality of
    Residence (1)
    Principal Occupation Director Since
    David R. Miller
    Riverton, Wyoming, U.S.A.
    Chief Executive Officer and Director
    Chief Executive Officer of Strathmore from January 1, 2008 to present and a Geologist. President and COO of Strathmore from November 25, 2005 to December 31, 2007. June 8, 2006

    54



    Name and Municipality of
    Residence (1)
    Principal Occupation Director Since
    Steven Khan
    Vancouver, B.C., Canada
    President and Director
    President of Strathmore from January 1, 2008 to present. Executive Vice President of Strathmore from June 8, 2006 to December 31, 2007. February 10, 2010
    Patrick Groening
    Kelowna , B.C., Canada
    Chief Financial Officer
    Chief Financial Officer of Strathmore from April 27, 2005 to present. Not applicable
    Craig Christy
    Kelowna, B.C. Canada
    Corporate Secretary
    Corporate Secretary of Strathmore from August 1, 2010 to present. Not Applicable
    Dr. Dieter A. Krewedl (2)(3)
    Truckee, California, U.S.A.
    Director
    Dr. Krewedl is a retired Geologist and Businessman. January 14, 2005
    Ralph J. Goehring (2)(3)
    California, U.S.A.
    Director
    Mr. Goehring is a CPA (inactive status) and was CFO of Berry Petroleum Company from 1992 to 2008. He is currently a financial advisor. September 29, 2008
    Tim Janke (2)(3)
    Nevada, U.S.A.
    Director
    Mr. Janke is a Mining Engineer with extensive experience in gold and uranium mining. November 29, 2010
    John DeJoia
    Santa Fe, New Mexico, U.S.A.
    Senior VP New Mexico Operations
    Senior Vice President, Strathmore New Mexico Operations from March 7, 2005 to present. Not applicable
    James Crouch
    Riverton, Wyoming, U.S.A.
    VP Wyoming Operation
    Vice President, Strathmore Wyoming Operations from January 1, 2008 to present. Not applicable
    Juan, Velasquez
    Santa Fe, New Mexico, U.S.A.
    VP Environmental and Regulatory Affairs
    Vice President of Environmental and Regulatory Affairs from March 7, 2005 to present. Not applicable

    Notes:

    (1)

    Each director is elected at the annual general meeting of shareholders to serve until the next annual general meeting or until a successor is elected or appointed. Executive officers are appointed annually and serve at the discretion of the Board.

    (2)

    Member of the Audit Committee of the Board.

    (3)

    Member of the Compensation Committee of the Board.

    Indebtedness of Directors and Executive Officers

    No officer or director of Strathmore was indebted to Strathmore, as applicable, at any time during such company’s last completed financial year.

    Legal Proceedings and Regulatory Actions

    Since the beginning of its respective most recently completed financial year, Strathmore has not been a party to, or was the subject of, a legal or regulatory proceeding which is currently material to Strathmore.

    55


    Auditors

    The auditors of Strathmore are Ernst & Young LLP .

    INFORMATION ABOUT EFI AFTER GIVING EFFECT TO THE ACQUISITION General

    If the Plan of Arrangement becomes effective, EFI will indirectly acquire all of the issued and outstanding Strathmore Common Shares and Strathmore RSUs upon the amalgamation of Strathmore and Subco, and the amalgamated corporation resulting from such amalgamation will become a wholly-owned subsidiary of EFI. All Strathmore Shareholders and holders of Strathmore RSUs as of the Effective Time will become EFI Shareholders. In addition, Strathmore Options will be exchanged for EFI Replacement Options.

    EFI will continue to be a corporation governed by the laws of Ontario, and the EFI Common Shares will continue to trade on the TSX under the symbol “EFR” and in the United States on the OTC-QX under the symbol “EFRFF”. Strathmore Common Shares will have been delisted from the TSX.

    Head Office

    On completion of the Acquisition, EFI’s registered office will remain at 2 Toronto Street, Suite 500, Toronto, Ontario M5C 2B6.

    Transfer Agent and Auditor

    On completion of the Acquisition, EFI’s transfer agent will continue to be CIBC Mellon Trust Company and the auditor will continue to be KPMG LLP.

    Directors and Officers

    The EFI Board currently consists of nine directors. The Arrangement Agreement provides that upon completion of the Plan of Arrangement, the EFI Board shall consist of no more than eleven directors, of whom one director shall be a nominee of Strathmore. Prior to the Effective Date, Strathmore will designate its nominee, who shall be an independent director with respect to EFI, for appointment to the EFI Board. The EFI Board has also determined that, upon completion of the Plan of Arrangement, it will appoint an individual nominated by KEPCO to the EFI Board. Upon completion of the Plan of Arrangement, the EFI Board intends to pass a resolution to increase the number of directors of EFI from nine to eleven, and to appoint the individuals nominated by Strathmore and KEPCO to the EFI Board to fill the vacancies created by such increase.

    After giving effect to such changes, the EFI Board would consist of Stephen P. Antony, J. Birks Bovaird, Paul A. Carroll, Mark E. Goodman, Bruce D. Hansen, Larry Goldberg, Richard Patricio, Ron F. Hochstein, W. Robert Dengler, the individual nominated by Strathmore, and the individual nominated by KEPCO.

    No changes to the senior officers of EFI are anticipated upon completion of the Plan of Arrangement. Stephen P. Antony will continue as President and Chief Executive Officer of EFI, and Graham G. Moylan will continue as Chief Financial Officer of EFI.

    Business of EFI Post-Plan of Arrangement

    EFI and Strathmore believe the Plan of Arrangement will position the newly combined EFI as the premier pure-play U.S. uranium company, supported by significant current uranium production of 1.175 million lbs. for its current fiscal year, as well as a robust pipeline of development projects.

    Upon completion of the Plan of Arrangement, EFI’s primary assets will consist of:

    56


    Corporate Structure Following the Completion of the Plan of Arrangement

    The following chart shows the proposed inter-corporate relationships among EFI and its material subsidiaries, after completion of the Plan of Arrangement:

    57


    Energy Fuels Inc.
    Post-Acquisition Organization Chart

      

    58


    Pro Forma Financial Information

    The following selected unaudited pro forma consolidated financial information for EFI after giving effect to the Acquisition and Plan of Arrangement is based on the assumptions described in the notes to the unaudited condensed consolidated pro forma financial statements of EFI as at and for the six month period ended March 31, 2013 and for the year ended September 30, 2012, attached to this Circular as Schedule D. The unaudited pro forma condensed consolidated statement of financial position as at March 31, 2013 gives effect to the proposed Acquisition by EFI as if it had occurred as at March 31, 2013. The unaudited pro forma condensed consolidated statement of comprehensive income (loss) for the six month period ended March 31, 2013 and year ended September 30, 2012 gives effect to the proposed Acquisition as if it had occurred as at October 1, 2011. The unaudited pro forma condensed consolidated statement of comprehensive income for the twelve month period ended September 30, 2012 also gives effect to the acquisition of Titan Uranium Inc. and Denison Mines Holding Corp. by EFI as if such acquisitions had occurred as at October 1, 2011.

    The unaudited condensed consolidated pro forma consolidated financial statements do not purport to project EFI’s consolidated financial position or results of operations for any future period. The unaudited pro forma consolidated financial statements are based on certain assumptions and adjustments. The selected unaudited pro forma consolidated financial information set out below should be read in conjunction with the description of the Acquisition and Plan of Arrangement contained in this Circular, the unaudited pro forma condensed consolidated financial statements attached to this Circular as Schedule D, the financial statements of Strathmore attached to this Circular as Schedule E and the audited consolidated financial statements of EFI available under EFI’s profile on SEDAR at www.sedar.com.

        Six months ended March     Year ended September  
        31, 2013     30, 2012  
        (in thousands of U.S. dollars, except per share amounts)  
    Statement of operations data:            
    Revenue   43,014     94,295  
    Net loss   12,184     44,045  
    Per common share data:            
    Basic and diluted loss per share   0.01     0.05  

        As at March 31, 2013  
        (in thousands of U.S. dollars)  
    Balance sheet data:      
    Cash and cash equivalents   18,802  
    Total assets   263,422  
    Total liabilities   49,672  
    Shareholders’ equity   213,750  

    Authorized and Issued Share Capital

    The authorized share capital of EFI will remain unchanged as a result of the completion of the Plan of Arrangement.

    59


    The following table sets out the approximate share capital of EFI that will be outstanding before and after giving effect to the Acquisition and Plan of Arrangement, but without giving effect to the Share Consolidation (assuming that no Strathmore Options are exercised prior to the Effective Date (1) ):

              Percentage of     Percentage of  
        Number of Existing     Non-Diluted     Fully-Diluted  
        EFI Shares (2 )   Share Capital     Share Capital  
    Existing EFI Shares outstanding pre- Plan of Arrangement   753,532,149 (3)    80.2%     66.4%  
    Existing EFI Shares to be issued to Strathmore Shareholders under the Plan of Arrangement   183,269,729     19.5%     16.2%  
    Existing EFI Shares to be issued to                  
    holders of Strathmore RSUs under the   3,151,192     0.3%     0.3%  
    Plan of Arrangement                  
                       
    Non- Diluted Total   939,953,070     100%     82.8%  
                       
    Existing EFI Shares to be Reserved for Issuance:            
                       
    Existing EFI Shares issuable pursuant to existing EFI Options   38,896,500     -     3.4%  
    Existing EFI Shares issuable pursuant to EFI Replacement Options   14,891,100     -     1.3%  
    Existing EFI Shares issuable as Cancellation Consideration   7,788,433 (4)    -     0.7%  
    Existing EFI Shares to be issued to Dundee Securities and Haywood Securities as financial advisors   4,000,000 (5)   -     0.4%  
    Existing EFI Shares issuable upon conversion of outstanding convertible debentures   73,333,334     -     6.5%  
    Existing EFI Shares issuable upon exercise of outstanding warrants   55,810,332         4.9%  
                       
    Shares Reserved for Issuance:   194,719,699     -     17.2%  
                       
    Fully-Diluted Share Capital Post- Acquisition:   1,134,672,769         100.0%  

    Notes:

      (1)

    An aggregate of 10,130,000 Strathmore Options are currently outstanding, as described above under “Information About Strathmore – Capitalization of Strathmore”.

         
      (2)

    Existing EFI Shares are the common shares of the Corporation as currently constituted, prior to giving effect to the Share Consolidation. If the Share Consolidation is effected, the number of Consolidated EFI Shares which would be issued and issuable would be, in each case, the number of Existing EFI Shares divided by the Share Consolidation Ratio.

         
      (3)

    As of July 8, 2013.

    60



      (4)

    The number of Existing EFI Shares which may be issued as Cancellation Consideration will be based on the volume weighted average trading price of the Existing EFI Shares for the five trading days preceding the date or dates on which the Strathmore Employment Termination Obligations become payable. Assuming a volume weighted average trading price of $0.15, a maximum aggregate of 7,788,433 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations. Assuming a volume weighted average trading price of $0.175 (being the closing price of the Existing EFI Shares on July 12, 2013), a maximum aggregate of 6,675,800 Existing EFI Shares would be issuable as Cancellation Consideration in satisfaction of Cdn$1,168,265 of the Strathmore Employment Termination Obligations.

         
      (5)

    Issuable in satisfaction of Cdn$600,000 of the Completion Fee payable for financial advisory services, as described under “Approval of Share Compensation Arrangement”. The actual number of EFI Common Shares issuable will be based on the volume weighted average trading price of the EFI Common Shares for the five trading days immediately preceding the Effective Date. The number shown is based on an assumed weighted average price of $0.15. If the volume weighted average price was $0.175 (being the closing price of the Existing EFI Shares on July 12, 2013), 3,428,571 Existing EFI Shares would be issuable in satisfaction of Cdn$600,000 of the Completion Fee.

    Principal Holders of Common Shares

    After giving effect to the Acquisition and Plan of Arrangement, to the best of the knowledge of the directors and executive officers of EFI, no person will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the then outstanding EFI Common Shares.

    SHARE CONSOLIDATION

    At the Meeting, EFI Shareholders will be asked to consider, and if deemed appropriate, approve, the Share Consolidation Resolution authorizing an amendment to the Corporation’s articles to consolidate the issued and outstanding EFI Common Shares on the basis of the Share Consolidation Ratio. The Share Consolidation Resolution authorizes the EFI Board to determine the Share Consolidation Ratio, provided that the Share Consolidation Ratio shall not be greater than twenty (20) Existing EFI Shares for one (1) Consolidated EFI Share. No fractional shares will be issued under the Share Consolidation. If the Share Consolidation would otherwise result in an EFI Shareholder holding a fractional Consolidated EFI Share, the number of Consolidated EFI Shares to be issued to such EFI Shareholder shall be rounded up or down to the nearest whole number. The Share Consolidation Resolution is a separate matter that is completely independent from and not tied in any way to the Arrangement Resolution or the Acquisition.

    The Share Consolidation is subject to regulatory approval, including approval of the TSX. As a condition to the approval of a consolidation of shares listed for trading on the TSX, the TSX requires, among other things, that the Corporation must meet, post-consolidation, the continued listing requirements contained in Part VII of the TSX Company Manual. Specifically, the Corporation’s securities may be delisted if: (a) the market value of listed issued securities is less than $3,000,000 over any period of 30 consecutive trading days; or (b) the market value of the Corporation’s listed issuer’s freely-tradable, publicly held securities is less than $2,000,000 over any period of 30 consecutive trading days; or (c) the number of freely-tradable, publicly held securities is less than 500,000; or (d) the number of public security holders, each holding a board lot or more, is less than 150.

    If the Share Consolidation Resolution is approved, the EFI Board will determine when and if the Articles of Amendment giving effect to the Share Consolidation would be filed, and shall determine the Share Consolidation Ratio. No further action on the part of Shareholders would be required in order for the EFI Board to implement the Share Consolidation.

    Notwithstanding approval of the proposed Share Consolidation by EFI Shareholders, the EFI Board, in its sole discretion, may delay implementation of the Share Consolidation or revoke the Share Consolidation Resolution and abandon the Share Consolidation without further approval or action by or prior notice to EFI Shareholders.

    61


    If the EFI Board does not implement the Share Consolidation prior to the next annual meeting of EFI Shareholders, the authority granted by the special resolution to implement the Share Consolidation on these terms would lapse and be of no further force or effect.

    At the annual and special meeting of shareholders held on March 6, 2013, EFI Shareholders passed a special resolution authorizing an amendment to the Corporation’s articles to consolidate the issued and outstanding EFI Common Shares on the basis of one (1) post-consolidation EFI Common Share for every ten (10) (pre-consolidation) EFI Common Shares (the “ Previous Consolidation Resolution ”). The EFI Board has not yet implemented the share consolidation authorized by the Previous Consolidation Resolution. If the Share Consolidation Resolution is approved at the Meeting, the Previous Consolidation Resolution shall be rescinded.

    Reasons for the Share Consolidation

    The EFI Board believes that it is in the best interests of the Corporation to reduce the number of outstanding EFI Common Shares by way of the Share Consolidation. Management of the Corporation believes the Share Consolidation will generally improve the positioning of the EFI Common Shares with institutional and retail investors as well as generally improve investor access to the EFI Common Shares. The Corporation may pursue a listing on a recognized US stock exchange, and such exchanges typically require a certain minimum share price threshold that EFI cannot currently meet, unless the Share Consolidation is completed. Most of the US-focused uranium production and development companies are listed on a recognized US stock exchange, and EFI believes that such US-listed companies generally have better access to US institutional and retail investors and have relatively better overall trading liquidity compared to EFI. In addition, certain types of investors will generally not make investments in common shares that trade at a price of less than $1.00. The Corporation believes that the Share Consolidation may also alleviate this issue.

    The potential benefits of the Share Consolidation to EFI Shareholders include:

    Broader Investor Distribution

    A higher Consolidated EFI Share price could help generate interest in the Corporation among investors, as a higher anticipated Consolidated EFI Share price may meet investing guidelines for certain institutional investors and investment funds that may be prevented under their investing guidelines from investing in the EFI Common Shares at current price levels. In addition, higher price levels for Consolidated EFI Shares could result in less volatility in the price levels of the EFI Common Shares on a percentage basis.

    Reduction of Shareholder Transaction Costs

    Investors may benefit from relatively lower trading costs associated with a higher Consolidated EFI Share price. It is likely that many investors pay commissions based on the number of EFI Common Shares traded when they buy or sell EFI Common Shares. If the Consolidated EFI Share price were higher, investors may pay lower commissions to trade a fixed dollar amount of Consolidated EFI Shares than they would if they traded the same dollar amount of Existing EFI Shares.

    Improved Trading Liquidity

    The combination of potentially lower transaction costs and increased interest from investors may ultimately improve the trading liquidity of the Consolidated EFI Shares.

    Share Certificates

    No delivery of a certificate evidencing a Consolidated EFI Share will be made to an EFI Shareholder until the EFI Shareholder has surrendered the issued certificates representing its Existing EFI Shares. Until surrendered, each certificate formerly representing Existing EFI Shares shall be deemed for all purposes to represent the number of Consolidated EFI Shares to which the holder is entitled as a result of the Share Consolidation.

    62


    Non-registered EFI Shareholders, holding their Existing EFI Shares through a bank, broker, intermediary or other nominee should note that such banks, brokers, intermediaries or other nominees may have various procedures for processing the Share Consolidation. If an EFI Shareholder holds Existing EFI Shares with such a bank, broker, intermediary or other nominee and has any questions in this regard, the EFI Shareholder is encouraged to contact its nominee.

    Risk Factors Associated with the Share Consolidation

    Decline in Market Capitalization

    There are numerous factors and contingencies that could affect the prices of Existing EFI Shares and Consolidated EFI Shares, including the Corporation’s reported financial results in future periods, and general economic, geopolitical, stock market and industry conditions. Accordingly, the market price of the Consolidated EFI Shares may not be sustainable at the direct arithmetic result of the Share Consolidation, and may be lower. If the market price of the Consolidated EFI Shares is lower than it was before the Share Consolidation on an arithmetic equivalent basis, the Corporation’s total market capitalization (the aggregate value of all EFI Common Shares at the then market price) after the Share Consolidation may be lower than before the Share Consolidation.

    Potential for Adverse Effect on the Liquidity of the EFI Common Shares

    If the Share Consolidation is implemented and the market price of the Consolidated EFI Shares declines, the percentage decline may be greater than would occur in the absence of the Share Consolidation. The market price of the Consolidated EFI Shares will, however, also be based on the Corporation’s performance and other factors, which are unrelated to the number of EFI Common Shares outstanding. Furthermore, the liquidity of the Consolidated EFI Shares could be adversely affected by the reduced number of Consolidated EFI Shares that would be outstanding after the Share Consolidation.

    No Fractional Shares to be Issued

    No fractional Consolidated EFI Shares will be issued in connection with the Share Consolidation and, in the event that an EFI Shareholder would otherwise be entitled to receive a fractional Consolidated EFI Share upon the Share Consolidation, such fraction will be rounded down to the nearest whole number. The Share Consolidation may result in some EFI Shareholders owning “odd lots” of less than 100 Consolidated EFI Shares on a post-consolidation basis. “Odd lots” may be more difficult to sell, or require greater transaction costs per Consolidated EFI Share to sell, than Consolidated EFI Shares held in “board lots” of even multiples of 100 Consolidated EFI Shares.

    Effects of the Share Consolidation on the EFI Common Shares

    The Consolidation Ratio will be the same for all EFI Common Shares. Except for any variances attributable to the rounding down of fractional shares, the change in the number of issued and outstanding EFI Common Shares that will result from the Share Consolidation will cause no change in the capital attributable to the EFI Common Shares and will not materially affect any EFI Shareholder’s percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of Consolidated EFI Shares.

    In addition, the Share Consolidation will not materially affect any EFI Shareholder’s proportionate voting rights. Each Consolidated EFI Share outstanding after the Share Consolidation will have the same rights and privileges as the Existing EFI Shares.

    The principal effect of the Share Consolidation will be that the number of EFI Common Shares issued and outstanding will be reduced from 753,532,149 Existing EFI Shares as of July 8, 2013 to approximately 37,676,607 Consolidated EFI Shares (assuming that the maximum Share Consolidation Ratio of 20 to 1 is implemented by the EFI Board). The implementation of the Share Consolidation would not affect the total shareholders’ equity of the Corporation or any components of shareholders’ equity as reflected on the Corporation’s financial statements except to change the number of issued and outstanding EFI Common Shares to reflect the Share Consolidation.

    63


    Procedure for Implementing the Share Consolidation .

    The Share Consolidation may be implemented prior to the Effective Date of the Plan of Arrangement. If the Share Consolidation Resolution is approved by EFI Shareholders and the EFI Board decides to implement the Share Consolidation, the Corporation will file Articles of Amendment with the Director under the OBCA in the form prescribed by the OBCA to amend the Corporation’s Articles. The Share Consolidation will become effective as specified in the articles of amendment and the certificate of amendment issued by the Director under the OBCA.

    No Dissent Rights

    Under the OBCA, EFI Shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

    U.S. Federal Income Tax Considerations

    An EFI Shareholder taxable in the U.S. generally will not recognize gain or loss on the Share Consolidation. In general, the aggregate tax basis of the Consolidated EFI Shares received will be equal to the aggregate tax basis of the Existing EFI Shares exchanged therefor, and the holding period of the Consolidated EFI Shares received will include the holding period of the Existing EFI Shares exchanged.

    SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

    CIRCULAR 230 WARNING: NOTHING HEREIN MAY BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCE FROM AN INDEPENDENT TAX ADVISOR.

    Share Consolidation Resolution

    The text of the Share Consolidation Resolution which will be submitted to EFI Shareholders at the Meeting is set forth in Schedule E attached to this Circular. To be effective the Share Consolidation must be approved by not less than two-thirds (66 2 / 3 %) of the votes cast by holders of EFI Common Shares present in person or represented by proxy and entitled to vote at the Meeting. For the reasons indicated above, the EFI Board and management of the Corporation believe that the proposed Share Consolidation is in the best interests of the Corporation and, accordingly, the EFI Board unanimously recommends that EFI Shareholders vote FOR the Share Consolidation Resolution. Unless otherwise directed, the persons named in the enclosed instrument of proxy intend to vote in favour of the Share Consolidation Resolution.

    AUDIT COMMITTEE DISCLOSURE

    EFI is required to have an audit committee. The following directors, all of whom are independent directors, are currently members of EFI’s Audit Committee: Paul A. Carroll, Larry Goldberg, Bruce D. Hansen and Ron F. Hochstein. Larry Goldberg is the Chair of the Audit Committee.

    Additional information regarding EFI’s Audit Committee, its members and charter, as well as information concerning auditor compensation, is set out in the EFI AIF which may be found on SEDAR at www.sedar.com.

    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    Except as disclosed herein, no insider of EFI has any material interest in any transactions involving EFI since the commencement of the last financial year or in any proposed transaction which has materially affected or would affect EFI.

    64


    INTERESTS OF EXPERTS

    Qualified Persons

    The Strathmore Technical Reports were prepared by the following qualified persons: Patti Nakai-Lajoie, P. Geo; Robert Michaud, P.Eng; Stuart E. Collins P.E.; Roderick C. Smith, P.Eng.; Richard L. Nielsen, Ph.D., CPG; Thomas C. Pool, P.E.; Robert L. Sandefur, P.E.; Matthew P. Reilly, P.E.; Paul Tietz, C.P.G.; Neil Prenn, P. Eng.; M. Hassan Alief, C.P.G.; David C. Fitch, C.P.G. and Charles D. Snow, P.G.As at the date hereof, to the knowledge of management of EFI, each of the aforementioned individuals and the directors, officers and employees in the aggregate, as applicable, of Alinco GeoServices, Inc.; Chlumsky, Armbrust and Meyer, LLC; Mine Development Associates, Inc.; and Scott Wilson RPA, beneficially own, directly or indirectly, less than 1% of the EFI Common Shares.

    Auditors

    The EFI Annual Financial Statements which are incorporated by reference in this Circular were audited by KPMG LLP. In connection with their audit of the EFI Annual Financial Statements, KPMG LLP reported to EFI’s Audit Committee that they are independent of EFI in accordance with the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

    The Strathmore Annual Financial Statements which are incorporated by reference in this Circular were audited by Ernst & Young LLP. Ernst & Young LLP is independent of Strathmore in accordance with the rules of professional conduct of the Institute of Chartered Accountants of British Columbia.

    Financial Advisors

    Dundee Securities and Haywood Securities acted as financial advisors to EFI in connection with the Acquisition. The Fairness Opinion, which is attached hereto as Schedule C, has been prepared by Haywood Securities.

    Legal Counsel

    Certain legal matters relating to the Plan of Arrangement will be passed upon by Borden Ladner Gervais LLP on behalf of EFI and Blake, Cassels & Graydon LLP on behalf of Strathmore. As at the date hereof, the partners and associates of each of Borden Ladner Gervais LLP and Blake, Cassels & Graydon LLP as a group, own directly or indirectly, less than 1% of the EFI Common Shares. This Circular does not contain any statements or opinions of either Borden Ladner Gervais LLP or Blake, Cassels & Graydon LLP.

    Except as set out herein, to the knowledge of management of EFI and Strathmore as at the date hereof, none of the experts, or designated professionals of the experts named above have any registered or beneficial interest, direct or indirect, in any securities or other property of EFI or Strathmore or their respective associates or affiliates when the experts prepared their respective reports.

    ADDITIONAL INFORMATION

    Additional information relating to EFI may be found under EFI’s profile on SEDAR at www.sedar.com. Financial information is provided in EFI’s comparative financial statements and MD&A for its most recently completed financial year which are available on SEDAR or can be received upon written request to EFI.

    65


    DIRECTORS’ APPROVAL

    The board of directors of EFI has approved the contents and the sending of this Circular.

    DATED at Toronto, Ontario this 15 th day of July, 2013.

    BY ORDER OF THE BOARD

    (signed) “ Stephen P. Antony”                          
    Stephen P. Antony, President
    and Chief Executive Officer

    66


    CONSENT OF EXPERTS

    Consent of Haywood Securities Inc.

    We refer to the written fairness opinion dated as of June 11, 2013 (the “ Fairness Opinion ”), which we prepared for the Board of Directors of Energy Fuels Inc. (the “ EFI” ) in connection with the plan of arrangement involving EFI and Strathmore Minerals Corp.

    We consent to the inclusion of the Fairness Opinion, a summary of the Fairness Opinion and our firm name in the management information circular of EFI dated July 15, 2013.

    Toronto, Ontario
    July 15, 2013

    HAYWOOD SECURITIES INC.

      By: (signed) “Kevin Campbell”
        Kevin Campbell
      Managing Director

    67


    SCHEDULE A – ARRANGEMENT RESOLUTION

    RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC.
    (the “Corporation”)

    WHEREAS the Corporation has entered into a business combination agreement dated June 11, 2013 (the “ Arrangement Agreement ”) with Strathmore Minerals Corp. (“ Strathmore ”) to complete a transaction whereby the Corporation would indirectly acquire all of the issued and outstanding common shares of Strathmore (each a “ Strathmore Common Share ”) and all of the issued and outstanding restricted share units of Strathmore (each a “ Strathmore RSU ”) in exchange for common shares of the Corporation as currently constituted (“ EFI Common Shares ”) on the basis of 1.47 EFI Common Shares for each whole Strathmore Common Share or Strathmore RSU (the “ Share Consideration ”), and assume all of the options of Strathmore (“ Strathmore Options ”) exercisable for Strathmore Common Shares on the basis of 1.47 options of EFI (“ EFI Options ”) exercisable for EFI Common Shares, for each whole Strathmore Option, on the terms and conditions set out in the Arrangement Agreement, as more fully described in the management information circular of the Corporation dated July 15, 2013 (the “ Circular ”); AND WHEREAS the Corporation in accordance with Section 611(c) of the Toronto Stock Exchange Company Manual, wishes to obtain the requisite shareholder approval for the issuance of the EFI Common Shares comprising the Share Consideration and the Cancellation Consideration, and the EFI Common Shares made issuable by the assumption by EFI of the Strathmore Options in connection with the completion of the arrangement as contemplated in the Arrangement Agreement;

    NOW THEREFORE BE IT RESOLVED THAT:

    1.

    The issuance of the EFI Common Shares comprising the Share Consideration pursuant to the terms of the Arrangement Agreement as described in the Circular is hereby approved.

       
    2.

    The issuance of the EFI Options to holders of Strathmore Options pursuant to the terms of the Arrangement Agreement as described in the Circular is hereby approved.

       
    3.

    The issuance of the EFI Common Shares upon the due exercise of the EFI Options issued to holders of Strathmore Options, pursuant to the terms of the Arrangement Agreement as described in the Circular is hereby approved.

       
    4.

    The issuance of the EFI Common Shares comprising the Cancellation Consideration pursuant to the terms of the Arrangement Agreement as described in the Circular is hereby approved.

       
    5.

    The Arrangement Agreement and all of the transactions contemplated therein, including but not limited to the issuance of the EFI Common Shares to be issued and made issuable pursuant to the Arrangement, as described in the Circular, and the actions of the directors of the Corporation in approving the Arrangement Agreement and the actions of the officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified, confirmed and approved.

       
    6.

    Any director or officer of the Corporation is hereby authorized and directed to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing.

       
    7.

    The board of directors of the Corporation be and it is authorized to delay or abandon all or any part of this resolution at any time prior to giving effect thereto.

    A - 1


    SCHEDULE B – ARRANGEMENT AGREEMENT

    ARRANGEMENT AGREEMENT DATED for reference the 11th day of June, 2013.

    BETWEEN:

    ENERGY FUELS INC. , a company duly organized under the laws of Ontario and having an office at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6

    (hereinafter called “ EFI ”)

    OF THE FIRST PART

    AND:

    STRATHMORE MINERALS CORP. , a company duly organized under the laws of British Columbia and having an office at #950, 1130 West Pender Street, Vancouver, British Columbia, Canada, V6E 4A4

    (hereinafter called “ Strathmore ”)

    OF THE SECOND PART

    AND:

    0971890 B.C. LTD. , a company duly organized under to the laws of British Columbia and having an office at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada, V7X 1T2

    (hereinafter called “ Subco ”)

    OF THE THIRD PART

    WHEREAS THE PARTIES HAVE AGREED that:

    A.

    EFI, Strathmore and Subco wish to proceed with a business combination transaction whereby Subco and Strathmore will merge and the shareholders of Strathmore will receive common shares of EFI in consideration of the indirect acquisition by EFI of their Strathmore Shares.

       
    B.

    The Parties hereto intend to carry out the proposed business combination transaction by way of a plan of arrangement under the provisions of the BCBCA.

       
    C.

    EFI will apply to have the EFI Payment Shares and EFI Consideration Securities issued pursuant to the Arrangement listed for trading on the Toronto Stock Exchange.

    THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree each with the other as follows:

    B - 1


    ARTICLE 1 - DEFINITIONS

    1.1 In this Agreement, all capitalized terms which are not otherwise defined in this Agreement shall have the meaning ascribed to them in the Plan of Arrangement;

    (a)

    Acquisition Proposal ” means, with respect to a Party, any proposal or offer, or public announcement of an intention to make a proposal or offer, to such Party or its security holders from any Person or group of Persons "acting jointly or in concert" (within the meaning of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids ) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

         
    (i)

    any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of such Party;

         
    (ii)

    any sale of assets (or any lease, long-term supply arrangement, licence or other arrangement having the same economic effect as a sale) of such Party or its subsidiaries representing 20% or more of the consolidated assets, revenues or earnings of such Party, and for clarity including Strathmore’s interest in any of the Roca Honda Project, the Gas Hills Project and/or the Copper King Project;

         
    (iii)

    any sale or issuance of shares or other equity interests (or securities convertible into or exercisable for such shares or interests) in such Party or any of its subsidiaries representing 20% or more of the issued and outstanding equity or voting interests of such Party; and

         
    (iv)

    any arrangement whereby effective operating control of Strathmore is granted to another party;

         
    (b)

    Applicable Securities Laws ” means the securities laws, regulations, and rules, and all policies thereunder, in each of the Provinces of Canada in which either EFI or Strathmore is a reporting issuer or equivalent, and the rules of the TSX;

         
    (c)

    Arrangement ” means an arrangement under the provisions of Section 288 of the Act, on the terms and conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Sections 8.1 and 8.2 of this Arrangement Agreement or Article 6 of the Plan of Arrangement, or made at the direction of the Court in the Final Order with the consent of EFI and Strathmore, each acting reasonably;

         
    (d)

    BCBCA ” means the Business Corporations Act (British Columbia), as amended;

         
    (e)

    business day ” means a day, other than a day that is a Saturday, a Sunday or a civic or statutory holiday in Toronto, Ontario or Vancouver, British Columbia;

         
    (f)

    Cancellation Consideration ” means the aggregate number of EFI Shares as are issuable in satisfaction of 50% of the Change of the Control Obligations that may be owing from time to time to all Former Employees; the number of EFI Shares issuable to each Former Employee being determined based on the volume weighted average price of the EFI Shares on the TSX over the five trading days prior to the date upon which the Employment Termination Obligation is payable to such Former Employee (the “ Share Price ”), such that the product of the Share Price and the number of EFI Shares issuable to such Former Employee equals 50% of the Employment Termination Obligation owing to such Former Employee;

         
    (g)

    CFIUS ” and “ CFIUS Notice ” have the meanings ascribed thereto in Subsection 5.1(g);

    B - 2



    (h)

    Confidentiality Agreement ” means the confidentiality agreement between EFI and Strathmore dated as of December 19, 2012;

       
    (i)

    Copper King Project ” means the mineral exploration project located in Laramie County, Wyoming comprised of Wyoming State Mining Leases, set out in Schedule “E”;

       
    (j)

    Court ” means the Supreme Court of British Columbia;

       
    (k)

    Effective Date ” means August 30, 2013 or such earlier or later date on which EFI and Strathmore may agree for the date of completion of the Arrangement;

       
    (l)

    EFI Common Shares ” means common shares in the capital of EFI, as constituted on the date hereof;

       
    (m)

    EFI Convertible Securities ” has the meaning ascribed thereto in Subsection 3.1(f);

       
    (n)

    EFI Information Circular ” means the information circular to be sent to shareholders of EFI in connection with the EFI Meeting;

       
    (o)

    EFI Locked-up Shareholders ” means KEPCO and the directors and senior officers of EFI;

       
    (p)

    EFI Meeting ” means the meeting of shareholders of EFI to be held to approve the Arrangement, if such shareholder approval is required by the TSX as a condition to the TSX accepting notice of the Arrangement and listing the EFI Payment Shares;

       
    (q)

    EFI Payment Shares ” means the EFI Common Shares issuable to the shareholders of Strathmore pursuant to the Arrangement;

       
    (r)

    EFI’s Properties ” means all of EFI’s and EFI Subs’ mineral interests and rights (including any claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights) as set out in EFI’s Public Record;

       
    (s)

    EFI Subs ” means Energy Fuels Holdings Corp., Energy Fuels Resources Corporation, Titan Uranium Inc., Uranium Power Corp., Energy Fuels Wyoming Inc., Magnum Uranium Corp., Magnum Mineral USA Corp., Colorado Plateau Partners LLC, EFR White Canyon Corp., EFR White Mesa LLC, EFR Arizona Strip LLC, EFR Henry Mountains LLC, EFR Colorado Plateau LLC, Energy Fuels Resources (USA) Inc., White Canyon Uranium Ltd., and Subco;

       
    (t)

    EFI Consideration Securities ” means the EFI Common Shares issuable as Cancellation Consideration and upon the exercise of any EFI Replacement Warrants and EFI Replacement Options issued pursuant to the Arrangement;

       
    (u)

    Employment Termination Obligations ” means the financial obligations owed to Former Employees as a result of the Termination (as defined in the Employment Termination Policy) of such Former Employees within six months after the Effective Time;

       
    (v)

    Employment Termination Policy ” means the Strathmore Group Employment Termination Policy Effective as of and from January 1, 2009;

       
    (w)

    Final Order ” means the final order to be made by the Court approving the Arrangement as provided for in Section 2.3;

       
    (x)

    Former Employee ” means each Employee (as defined in the Employment Termination Policy) who (A) is subject to the Employment Termination Policy, (B) has entered into a Letter Agreement, and (C) within six months following the Effective Time, is Terminated (as defined in the Employment Termination Policy), other than an Employee who is Terminated for Just Cause (as defined in the Employment Termination Policy), and “ Former Employees ” means all of them;

    B - 3



    (y)

    Gas Hills Project ” means the mineral exploration project located in Fremont and Natrona Counties, Wyoming comprised of United States federal unpatented mining claims, Wyoming State mineral leases, private mineral leases, and surface rights set out in Schedule “F”;

           
    (z)

    Indemnified Party ” has the meaning ascribed thereto in Section 9.1;

           
    (aa)

    Indemnifying Party ” has the meaning ascribed thereto in Section 9.1;

           
    (bb)

    Interim Order ” has the meaning ascribed thereto in Subsection 2.2(f);

           
    (cc)

    Interim Period ” means the period commencing on May 23, 2013 and ending on the first to occur of (i) the Effective Date, and (ii) the date on which this Agreement is terminated in accordance with its terms;

           
    (dd)

    KEPCO ” means Korea Electric Power Corp.;

           
    (ee)

    Letter Agreements ” means the letter agreements among Strathmore, EFI and each of the Former Employees providing for the issuance of the Cancellation Consideration in satisfaction of 50% of such Employment Termination Obligations as may be owing to such Former Employees from time to time;

           
    (ff)

    Lien ” means any lien, mortgage, charge, hypothec, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property;

           
    (gg)

    Material Adverse Effect ” and “ Material Adverse Change ” means, in respect of any Party, an effect on or change in facts, respectively, which either individually or in the aggregate, are or would reasonably be expected to be material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), obligation, capitalization, condition (financial or otherwise), operations or results of operations of that Party, taken as a whole, other than any change, effect, event or occurrence:

           
    (i)

    relating to the U.S., Canadian or global economy, political conditions or securities markets in general;

           
    (ii)

    affecting the worldwide uranium mining or uranium milling industries or nuclear power generation industry in general; or

           
    (iii)

    resulting from changes in the price of uranium;

           
    (iv)

    relating to a change in the market trading price of shares of that Party, either:

           
    (A)

    related to this Agreement and the Arrangement of the announcement thereof, or

           
    (B)

    related to such a change in the market trading price primarily resulting from a change, effect, event or occurrence excluded from this definition of Material Adverse Effect referred to in clause (i), (ii) or (iii) above, or clause (v), below; or

           
    (v)

    relating to any generally applicable change in applicable laws (other than orders, judgments or decrees against such person, any of its subsidiaries) or in accounting principles or standards applicable to that person;

           

    provided, however, that the effect referred to in clause (i), (ii) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) the Party and its subsidiaries, taken as a whole, or disproportionately adversely affect the Party and its subsidiaries taken as a whole, compared to other companies of similar size operating in the industry in which it and its subsidiaries operate;

    B - 4



    (hh)

    Material Contracts ” means each contract or understanding, written or oral, to which Strathmore or EFI or any of its subsidiaries is a party which involves a price or consideration of more than US$50,000, or which could materially affect the business or financial condition of Strathmore or EFI, respectively;

       
    (ii)

    material fact ”, “ material change ” and “ misrepresentation ” have the meanings ascribed to them by the Securities Act (British Columbia);

       
    (jj)

    Match Period ” has the meaning ascribed thereto in Subsection 6.5(d);

       
    (kk)

    Merged Company ” has the meaning given to it in the Plan of Arrangement.

       
    (ll)

    OTC-QX ” means the over-the-counter market of that name operated by OTC Markets Group Inc.

       
    (mm)

    Outside Date ” means September 30, 2013, or such later date as may be agreed in writing by the Parties;

       
    (nn)

    Party ” means any one of EFI, Strathmore or Subco, and “ Parties ” means all of them as the context requires;

       
    (oo)

    Plan of Arrangement ” means the plan of arrangement to be substantially in the form and content of Schedule “A” attached hereto, as amended or varied pursuant to the terms hereof and thereof;

       
    (pp)

    Potential Acquisition Proposal ” has the meaning ascribed thereto in Subsection 6.3(a);

       
    (qq)

    Public Record ” of a party means all publicly available information filed by that party with any stock exchange or securities regulatory authority in compliance, or intended compliance, with the rules of such stock exchange or applicable securities laws;

       
    (rr)

    Registrar ” means the Registrar of Companies appointed pursuant to the BCBCA;

       
    (ss)

    Reno Creek Closing ” has the meaning ascribed thereto in Section 12.1;

       
    (tt)

    Reno Creek Royalty ” has the meaning ascribed thereto in Section 12.1;

       
    (uu)

    " Representative " means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

       
    (vv)

    Roca Honda Project ” means the mineral exploration project located in McKinley County, New Mexico comprised of the United States federal unpatented mining claims, surface rights and New Mexico State Mining Lease set out in Schedule “D”;

       
    (ww)

    Royalty Payment Note ” has the meaning ascribed thereto in Section 12.1;

       
    (xx)

    Section 3(a)(10) Exemption ” has the meaning ascribed thereto in Section 2.2;

       
    (yy)

    Section 721 ” has the meaning ascribed thereto in Subsection 5.1(g);

       
    (zz)

    Securities Authorities ” means the applicable securities commissions and other securities regulatory authorities in (i) each of the provinces and territories of Canada, (ii) the United States of America, and (iii) each of the states of the United States of America;

       
    (aaa)

    securityholders ” means individuals, corporations or other entities that are the legal and beneficial owner of shares, options, restricted stock units, warrants or other securities convertible into shares as the case may be;

    B - 5



    (bbb)

    Strathmore Convertible Securities ” has the meaning ascribed thereto in Subsection 3.2(f);

         
    (ccc)

    Strathmore Disclosure Letter ” means the disclosure letter executed by Strathmore and delivered to EFI in connection with the execution of this Agreement;

         
    (ddd)

    Strathmore Financial Statements ” means the audited consolidated financial statements for the years ended December 31, 2012 and 2011, and the unaudited consolidated financial statements of Strathmore for the three months ended March 31, 2013;

         
    (eee)

    Strathmore Information Circular ” means the information circular to be sent to shareholders of Strathmore in connection with the Strathmore Meeting;

         
    (fff)

    Strathmore Locked-up Shareholders ” means KEPCO, and the directors and senior officers of Strathmore;

         
    (ggg)

    Strathmore Material Agreements ” has the meaning ascribed thereto in Subsection 3.2(n);

         
    (hhh)

    Strathmore Meeting ” means the meeting of shareholders of Strathmore to be held in accordance with the Interim Order, at which meeting the shareholders of Strathmore shall be asked to consider and, if thought fit, approve the Arrangement,

         
    (iii)

    Strathmore’s Properties ” means all of Strathmore’s and the Strathmore Subs’ mineral interests and rights (including any claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights) as set out in the Strathmore Public Record;

         
    (jjj)

    Strathmore Shares ” means common shares in the capital of Strathmore, as constituted on the date hereof;

         
    (kkk)

    Strathmore Subs ” means Strathmore Resources (US) Ltd., Roca Honda Resources, LLC, Saratoga Gold Company Ltd., and Wyoming Gold Mining Company, Inc.;

         
    (lll)

    Superior Proposal ” means a bona fide Acquisition Proposal that is made in writing after the date hereof and did not result from a breach of Article 6 of this Agreement by Strathmore or its Representatives and that the Strathmore Board of Directors determines in good faith after consultation with its legal and financial advisors:

         
    (i)

    is made to Strathmore or all the Strathmore common shareholders and in compliance with applicable securities Laws, and is made for all or substantially all of the assets of Strathmore or all Strathmore shares not owned by the person making the Acquisition Proposal;

         
    (ii)

    if the consideration under such Acquisition Proposal includes cash, arrangements have been made that would, if such Acquisition Proposal were a take-over bid or issuer bid, satisfy the requirements of Section 2.27 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids ;

         
    (iii)

    if consummated in accordance with its terms (but not assuming away any risk of non- completion), would result in a transaction financially superior for Strathmore and its security holders than the transaction contemplated by this Agreement, taking into account the form and amount of consideration, the likelihood and timing of completion and the other terms thereof (after due consideration of the legal, financial, regulatory and other aspects of such proposal and other factors deemed relevant by the Strathmore Board of Directors);

         
    (iv)

    is reasonably capable of completion in accordance with its terms taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal, provided that;

    B - 6



    (v)

    is not subject to approval by the board of directors or the equivalent of the third party, is not subject to the third party receiving a fairness opinion or similar evaluation, and is not subject to a due diligence condition; and

         
    (vi)

    that the taking of action in respect of such Acquisition Proposal is necessary for the Strathmore Board of Directors in the discharge of its fiduciary duties under applicable Laws;

         
    (mmm)

    Superior Proposal Notice ” has the meaning ascribed thereto in Subsection 6.5(c);

         
    (nnn)

    TSX ” means the Toronto Stock Exchange; and

         
    (ooo)

    U.S. Securities Act ” has the meaning ascribed thereto in Section 2.2.

    ARTICLE 2 - ARRANGEMENT

    2.1 The parties agree to carry out the Arrangement substantially on the terms as set out in the Plan of Arrangement, subject to such changes as may be mutually agreed to by the parties on the advice of their respective legal, tax and financial advisors.

    2.2 The parties agree that the Arrangement will be carried out with the intention that all EFI Payment Shares and other securities of EFI issued on completion of the Arrangement to the securityholders of Strathmore will be issued by EFI in reliance on the exemption from the registration requirements of the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”) provided by Section 3(a)(10) of the U.S. Securities Act (the “ Section 3(a)(10) Exemption ”). In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:

    (a)

    the Arrangement will be subject to the approval of the Court;

       
    (b)

    the Court will be advised as to the intention of the parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

       
    (c)

    the Court will be required to satisfy itself as to the fairness of the Arrangement to the securityholders of Strathmore;

       
    (d)

    the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the securityholders of Strathmore;

       
    (e)

    Strathmore will ensure that each securityholder entitled to receive securities on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

       
    (f)

    the interim order (the “ Interim Order ”) of the Court approving the Strathmore Meeting will specify that each securityholder will have the right to appear before the Court so long as they enter an appearance within a reasonable time; and

       
    (g)

    the Strathmore securityholders will be advised that the EFI Payment Shares and EFI Consideration Securities to be issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by EFI in reliance on the Section 3(a)(10) Exemption and may be subject to restrictions on resale under the securities laws of the United States.

    2.3 Strathmore shall, as soon as reasonably practicable, apply to the Court pursuant to Section 288 of the BCBCA for the Interim Order providing for, among other industry standard provisions, the calling and holding of the Strathmore Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement, and for the form of approval by the shareholders of Strathmore of the Arrangement, including, if so required by Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“ MI 61-101 ”), minority shareholder approval in accordance with MI 61-101. If the approval of the Arrangement as set forth in the Interim Order is obtained, Strathmore and Subco shall take the necessary steps to submit the Arrangement to the Court and apply for the final order (the “ Final Order ”) in such fashion as the Court may direct and, as soon as practicable thereafter, and subject to satisfaction or waiver of any other conditions provided for in this Agreement, Strathmore and Subco shall file with the Registrar, pursuant to Section 292 of the BCBCA, a certified copy of the Final Order and all other necessary documents to give effect to the Arrangement.

    B - 7


    ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

    Representations and Warranties of EFI

    3.1 EFI represents and warrants to Strathmore, and acknowledges that Strathmore is relying thereon, that as of the date of this Agreement:

    (a)

    The board of directors of each of EFI and Subco has unanimously approved the entering into of this Agreement by EFI and Subco, respectively.

         
    (b)

    EFI and each of the EFI Subs is a corporation or limited liability company (as applicable) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. EFI and each of the EFI Subs has the requisite power and authority to carry on its business as it is now being conducted. EFI and each of the EFI Subs is duly registered to do business, and is in good standing, in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on EFI, taken as a whole, or on the ability of the EFI to consummate the transactions contemplated hereby.

         
    (c)

    Each of EFI and Subco has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the board of directors of each of EFI and Subco, and no other corporate proceedings on the part of EFI or Subco are necessary to authorize this Agreement and the transactions contemplated hereby other than the approval of EFI’s shareholders, to the extent that such approval is a condition to the acceptance by the TSX of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EFI and Subco and constitutes a legal, valid and binding obligation of each of EFI and Subco enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and equitable remedies, including specific performance, are discretionary and may not necessarily be ordered by a court.

         
    (d)

    Neither the execution nor the delivery of this Agreement by EFI and Subco, nor the consummation of the transactions contemplated hereby, nor compliance by EFI and Subco with any of the provisions hereof will:

         
    (i)

    violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the material properties or assets of EFI or any of the EFI Subs or under any of the terms, conditions or provisions of their respective governing documents or any material note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which EFI or any of the EFI Subs is a party, or to which any of their material properties or assets may be subject, or by which EFI or any of the EFI Subs is bound;

    B - 8



    (ii)

    violate any judgment, ruling, order, writ, injunction, determination, award, decree or law applicable to EFI or any of the EFI Subs or any of their material properties or assets; or

         
    (iii)

    cause the suspension or revocation of any authorization, consent, approval or licence currently in effect which would have a Material Adverse Effect on EFI, and of the EFI Subs, EFI’s Properties or EFI’s interest therein.

         
    (e)

    Except as disclosed in EFI’s Public Record, EFI has complied with and is in compliance with all laws applicable to the operation of its business, except where such non-compliance would not, considered individually or in the aggregate, have a Material Adverse Effect on EFI, or on the ability of EFI to consummate the transactions contemplated hereby.

         
    (f)

    As at the date hereof, EFI is authorized to issue an unlimited number of common shares without par value (defined herein as “ EFI Common Shares ”) and Preferred Shares, issuable in series, of which an unlimited number of Series A Preferred Shares have been designated. Schedule “B” sets out the issued and outstanding EFI Common Shares, including the number of EFI Common Shares that may be issued upon exercise, conversion or exchange of options, warrants or other exercisable, convertible, or exchangeable securities of EFI (“ EFI Convertible Securities ”) and the exercise prices therefor. Except as set forth in Schedule “B”, there are no options, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by EFI of any securities of EFI (including the EFI Common Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of EFI (including the EFI Common Shares). All outstanding EFI Common Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all EFI Common Shares issuable upon the exercise of outstanding EFI Convertible Securities, in accordance with their terms, will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights.

         
    (g)

    As at the date hereof, Subco is authorized to issue an unlimited number of common shares without par value, of which 100 common share without par value are currently issued and outstanding.

         
    (h)

    EFI does not have any material subsidiaries other than the EFI Subs. All of the issued and outstanding shares of each of the EFI Subs are owned directly or indirectly, beneficially and of record, by EFI. There are no options, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by EFI or any Subco of any securities of any Subco or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of any Subco.

         
    (i)

    All EFI Payment Shares issued pursuant to or in connection with the Arrangement shall be deemed to be or shall have been validly issued and outstanding as fully paid and non-assessable shares for all purposes of the Business Corporations Act (Ontario).

         
    (j)

    EFI is a “reporting issuer” in good standing under the securities laws of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. The EFI Common Shares are only listed on, and EFI is in material compliance with the rules and policies of, the TSX. To the knowledge of EFI, no inquiry or investigation (formal or informal) of any Securities Authority is in effect or ongoing or, to the knowledge of EFI, expected to be implemented or undertaken, in respect of EFI.

    B - 9



    (k)

    EFI has filed all documents in its Public Record required to be filed by it in accordance with Applicable Securities Laws and the rules of the TSX. All documents and information comprising EFI’s Public Record, as of their respective dates, complied in all material respects with all Applicable Securities Laws and at the time filed (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

         
    (l)

    The corporate records and minute books of EFI and each EFI Sub have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of EFI and each EFI Sub in all material respects:

         
    (i)

    have been maintained in accordance with good business practices on a basis consistent with

         

    prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of EFI and each EFI Sub; and

         
    (iii)

    accurately and fairly reflect the basis for the financial statements of EFI.

         
    (m)

    Except as disclosed in EFI’s Public Record, there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of EFI, threatened against or relating to EFI or any EFI Sub or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on EFI. None of EFI, any EFI Sub, nor any of their respective properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of EFI and any EFI Sub to conduct their respective businesses in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on EFI.

         
    (n)

    There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of EFI, threatened against or relating to EFI or any EFI Sub before any Governmental Entity.

         
    (o)

    Since September 30, 2010, except as disclosed in EFI’s Public Record, there has been no material change in respect of EFI and its subsidiaries, and there has been no dividend or distribution of any kind declared, paid or made by EFI on any EFI securities.

         
    (p)

    Applying customary standards in the mining industry, EFI and/or the EFI Subs has sufficient title to or valid leasehold interests in EFI’s Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Liens, except for such defects in title or Liens, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on EFI. Each lease and agreement granting rights to EFI’s Properties is in full force and effect and constitutes a legal, valid and binding agreement of EFI or an EFI Sub and EFI and/or the EFI Sub, as the case may be, is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. Furthermore, all real and tangible personal property of EFI and the EFI Subs is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on EFI.

         
    (q)

    The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of EFI disclosed in EFI’s Public Record have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of EFI, taken as a whole, from the amounts disclosed in EFI’s Public Record.

    B - 10



    (r)

    EFI does not own, directly or indirectly, or exercise control or direction over, any Strathmore Shares or Strathmore Convertible Securities.

       
    (s)

    Neither the execution nor delivery of this Agreement by EFI or Subco, nor the consummation of the transactions contemplated hereby will result in payments or other obligations becoming due or payable by EFI, or any of the EFI Subs, to any of their respective directors, officers or employees.

       
    (t)

    The Board of Directors of EFI has received an opinion from Haywood Securities Inc., joint financial advisor along with Dundee Securities Ltd. to the Board of Directors of EFI, to the effect that, as of the date of such opinion, the transactions contemplated by this Agreement are fair, from a financial point of view, to the securityholders of EFI.

       
    (u)

    The Board of Directors of EFI has resolved unanimously to recommend to the shareholders of EFI that they vote in favour of approval of the Transaction at the EFI Meeting.

       
    (v)

    Neither the aggregate value of the assets in Canada of EFI and its affiliates nor the gross revenues from sales in, from, or into Canada of EFI and its affiliates, as calculated in accordance with Part IX of the Competition Act (Canada), exceed CDN$300 million.

       
    (w)

    EFI is not a “non-Canadian” as that term is defined in, and for the purposes of, the Investment Canada Act (Canada).

    Representations and Warranties of Strathmore

    3.2 Strathmore represents and warrants to EFI, and acknowledges that EFI is relying thereon, that as of the date of this Agreement, and except to the extent such representations and warranties are qualified by the Strathmore Disclosure Letter:

    (a)

    The board of directors of Strathmore has unanimously approved the entering into of this Agreement by Strathmore.

       
    (b)

    Strathmore and each of the Strathmore Subs is a corporation or limited liability company (as applicable) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Strathmore and each of the Strathmore Subs has the requisite power and authority to carry on its business as it is now being conducted. Strathmore and each of the Strathmore Subs is duly registered to do business, and is in good standing, in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on Strathmore, taken as a whole, or on the ability of Strathmore to consummate the Arrangement.

       
    (c)

    Strathmore has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the board of directors of Strathmore, and no other corporate proceedings on the part of Strathmore are necessary to authorize this Agreement and the transactions contemplated hereby other than the approval by the shareholders of Strathmore in accordance with the Interim Order. This Agreement has been duly executed and delivered by Strathmore and constitutes a legal, valid and binding obligation of Strathmore enforceable against Strathmore in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and equitable remedies, including specific performance, are discretionary and may not necessarily be ordered by a court.

    B - 11



    (d)

    Neither the execution nor the delivery of this Agreement by Strathmore, nor the consummation of the transactions contemplated hereby, nor compliance by Strathmore with any of the provisions hereof will:

         
    (i)

    Except as set out in the Strathmore Disclosure Letter, violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of Strathmore’s Properties or under any of the terms, conditions or provisions of its governing documents or any material note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which Strathmore or any Strathmore Sub is a party, or to which it or any of its properties or assets may be subject, or by which Strathmore or any Strathmore Sub is bound; or

         
    (ii)

    violate any judgment, ruling, order, writ, injunction, determination, award, decree or law applicable to Strathmore, any Strathmore Sub or Strathmore’s Properties; or

         
    (iii)

    cause the suspension or revocation of any authorization, consent, approval or licence currently in effect which would have a Material Adverse Effect on Strathmore, Strathmore’s Properties or Strathmore’s interest therein.

         
    (e)

    Strathmore has complied with and is in compliance with all laws applicable to the operation of its business, except where such non-compliance would not, considered individually or in the aggregate, have a Material Adverse Effect on Strathmore, Strathmore’s Properties or Strathmore’s interest therein, or on the ability of Strathmore to consummate the Arrangement.

         
    (f)

    As at the date hereof, Strathmore is authorized to issue an unlimited number of common shares without par value (referred to in this Agreement as “Strathmore Shares”) and Schedule “C” sets out the issued and outstanding Strathmore Shares, including the number of Strathmore Shares that may be issued upon exercise, conversion or exchange of options, warrants or other exercisable, convertible, or exchangeable securities of Strathmore, including Strathmore’s restricted share plan (“ Strathmore Convertible Securities ”) and the exercise prices (if any) therefor. Except as set forth in Schedule “C”, there are no options, warrants, restricted share units or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Strathmore of any securities of Strathmore (including the Strathmore Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of Strathmore (including the Strathmore Shares). All outstanding Strathmore Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all Strathmore Shares issuable upon the exercise of outstanding Strathmore Convertible Securities, in accordance with their terms, will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights.

         
    (g)

    Strathmore does not have any subsidiaries other than the Strathmore Subs. Except as expressly set out in this Agreement, all of the issued and outstanding shares of each Strathmore Sub are owned, beneficially and of record, by Strathmore. There are no options, warrants or other rights, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Strathmore or any Strathmore Sub of any securities of any Strathmore Sub or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of any Strathmore Sub.

    B - 12



    (h)

    Strathmore is a “reporting issuer” in good standing under the securities laws of the provinces of British Columbia, Alberta and Ontario. The issued Strathmore Shares are listed only on, and Strathmore is in material compliance with the rules and policies of, the TSX and OTC-QX. To the knowledge of Strathmore, no inquiry or investigation (formal or informal) of any Securities Authority is in effect or ongoing or, to the knowledge of Strathmore, expected to be implemented or undertaken, in respect of Strathmore.

       
    (i)

    Strathmore has filed all documents in its Public Record required to be filed by it in accordance with Applicable Securities Laws and the rules of the TSX and OTC-QX. Except as specifically disclosed in Strathmore’s Public Record, all documents and information comprising Strathmore’s Public Record, as of their respective dates, complied in all material respects with all Applicable Securities Laws and at the time filed (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

       
    (j)

    The corporate records and minute books of Strathmore and each Strathmore Sub have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects. Financial books and records and accounts of Strathmore and each Strathmore Sub in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Strathmore and each Strathmore Sub; and (iii) accurately and fairly reflect the basis for the Strathmore Financial Statements.

       
    (k)

    Except as disclosed in Strathmore’s Public Record, there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Strathmore, threatened against or relating to Strathmore or any Strathmore Sub or affecting any of their respective properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Strathmore. None of Strathmore, any Strathmore Sub, nor any of Strathmore’s Properties are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of Strathmore and any Strathmore Sub to conduct their respective businesses in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the Arrangement, except to the extent any such matter would not have a Material Adverse Effect on Strathmore.

       
    (l)

    There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Strathmore, threatened against or relating to Strathmore or any Strathmore Sub before any Governmental Entity.

       
    (m)

    Since December 31, 2010, except as disclosed in Strathmore’s Public Record, there has been no material change in respect of Strathmore and the Strathmore Subsidiaries, and there has been no dividend or distribution of any kind declared, paid or made by Strathmore on any Strathmore securities.

       
    (n)

    The Strathmore Disclosure Letter provides a list of all agreements to which Strathmore or any Strathmore Subsidiary is a party or by which such person is bound which is material to Strathmore, taken as a whole (the “ Strathmore Material Agreements ”). Except as disclosed in this Agreement or in the Strathmore Disclosure Letter, all Strathmore Material Agreements: (i) are valid, binding, in full force and effect in all material respects and enforceable by Strathmore or the applicable Strathmore Subsidiary in accordance with their respective terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the courts from which they are sought and (ii) do not require the consent of any of the parties thereto to the Arrangement.

    B - 13



    (o)

    No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Strathmore or any Strathmore Sub any of the material assets of Strathmore, other than as described or contemplated herein or in the Strathmore Disclosure Letter.

       
    (p)

    The Strathmore Financial Statements were prepared in accordance with IFRS, consistently applied. The Strathmore Financial Statements fairly present in all material respects the financial condition of Strathmore at the respective dates indicated and the results of operations of Strathmore for the periods covered on a consolidated basis. Except as disclosed in the Strathmore Financial Statements, Strathmore has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, which would reasonably be expected to have a Material Adverse Effect on Strathmore.

       
    (q)

    EFI agrees that any geological or other technical information concerning Strathmore’s Properties based on interpretation of fact is only provided as information and Strathmore provides no representation or warranty as to its truth or correctness.

       
    (r)

    At March 31, 2013, Strathmore had working capital of not less than C$2,345,507, and no long term liabilities; for purposes of calculating such working capital, no value has been attributed to any securities of Mogul Ventures Corp. held by Strathmore or any Strathmore Sub.

       
    (s)

    Strathmore currently holds a 60% interest in the Roca Honda Project, subject to a Limited Liability Company Agreement dated as of July 26, 2007 with SC Clean Energy, Inc. and Summit New Energy Holding, LLC.

       
    (t)

    Strathmore currently holds a 100% interest in the Gas Hills Project, subject to an agreement dated February 1, 2012 with KEPCO.

       
    (u)

    Strathmore currently holds a 100% interest in the Copper King Project.

       
    (v)

    Applying customary standards in the mining industry, Strathmore and/or the Strathmore Subs has sufficient title to or valid leasehold interests in Strathmore’s Properties to operate such properties in the ordinary course and consistent with past practice, free and clear of any title defect or Liens, except for such defects in title or Liens, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Strathmore. Each lease and agreement granting rights to Strathmore’s Properties is in full force and effect and constitutes a legal, valid and binding agreement of Strathmore or a Strathmore Sub and Strathmore and/or the Strathmore Sub, as the case may be, is not in violation or breach of or default under any such lease or agreement except such violations, breaches or defaults which, individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Strathmore. Furthermore, all real and tangible personal property of Strathmore and the Strathmore Subs is in generally good repair and is operational and usable in the manner in which it is currently being utilized, subject to normal wear and tear and technical obsolescence, repair or replacement except for such property where the failure to be in such condition would not reasonably be expected to have a Material Adverse Effect on Strathmore.

       
    (w)

    The most recent estimated measured, indicated and inferred mineral resources and proven and probable mineral reserves of Strathmore disclosed in Strathmore’s Public Record have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material change (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral resources of Strathmore, taken as a whole, from the amounts disclosed in Strathmore’s Public Record.

    B - 14



    (x)

    Strathmore does not own, directly or indirectly, or exercise control or direction over, any EFI Common Shares or EFI Convertible Securities.

       
    (y)

    Strathmore will be required to pay (i) financial advisory fees of $200,000, including a fairness opinion fee, (ii) reasonable fees and expenses of its legal counsel and accountants incurred in respect of the transactions contemplated by this Agreement, (iii) fees payable to the TSX and OTC-QX in respect of the transactions contemplated by this Agreement; and (iv) other reasonable fees, expenses and costs associated with the Arrangement, including printing costs, due diligence costs, and transfer agent’s fees. No other fees are or shall become payable by Strathmore in connection with the transactions contemplated by this Agreement or as a consequence of the execution of this Agreement or the completion of the transactions contemplated by this Agreement.

       
    (z)

    Neither the execution nor delivery of this Agreement by Strathmore, nor the consummation of the transactions contemplated hereby, will result in payments or other obligations becoming due or payable by Strathmore, or any of the Strathmore Subs, to any of their respective directors, officers or employees, other than as set out in Schedule “G”.

       
    (aa)

    The Board of Directors of Strathmore has received an opinion from Raymond James Ltd., the financial advisor to the Board of Directors of Strathmore, to the effect that, as of the date of such opinion, the transactions contemplated by this Agreement are fair, from a financial point of view, to the shareholders of Strathmore.

       
    (bb)

    The Board of Directors of Strathmore has resolved unanimously to recommend to the shareholders of Strathmore that they vote in favour of approval of the Transaction at the Strathmore Meeting.

    3.3 The representations and warranties of EFI and Strathmore contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

    ARTICLE 4 - COVENANTS

    Covenants of EFI and Subco

    4.1 Each of EFI and Subco hereby covenants and agrees that it shall take such steps and do all such other acts and things, as may be necessary or desirable in order to give effect to the transactions contemplated by this Agreement, and co-operate with Strathmore to enable it to do same, and, without limiting the generality of the foregoing, shall:

    (a)

    use its commercially reasonable best efforts to, prior to the completion of the Arrangement, obtain conditional listing on the TSX of the EFI Payment Shares to be issued in connection with the Arrangement and any EFI Consideration Securities and in connection with the completion of the Arrangement, obtain the final approval of the TSX to the listing on the TSX of the EFI Payment Shares and any EFI Consideration Securities to be issued in connection with the Arrangement;

       
    (b)

    use commercially reasonable best efforts to enter into support agreements with each of the Strathmore Locked-Up Shareholders, pursuant to which, among other things, the Strathmore Locked-Up Shareholders will agree, subject to the terms and conditions thereof, to vote the Strathmore Shares held by them in favour of the Arrangement;

    B - 15



    (c)

    convene and use commercially reasonable best efforts to hold the EFI Meeting on or before August 22, 2013 for the purpose of considering the resolution to approve the Arrangement, to the extent required by the TSX;

       
    (d)

    ensure that the information respecting EFI and Subco and EFI’s Properties and the information and consolidated financial statements related to EFI and Subco and the pro forma financial statements provided by EFI to Strathmore for inclusion in the Strathmore Information Circular (including such portions of EFI’s Public Record as are incorporated by reference therein) shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with applicable securities laws and the rules of the TSX;

       
    (e)

    ensure that the EFI Information Circular and any related documentation to be distributed in connection with the solicitation of proxies by the management of EFI in connection with the EFI Meeting shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with Applicable Securities Laws and the rules of the TSX; provided that EFI assumes no responsibility for the accuracy and completeness of any information relating to or provided by Strathmore;

       
    (f)

    obtain the due approval of the shareholder of Subco to the Arrangement and the completion thereof on or before August 22, 2013;

       
    (g)

    EFI will furnish to Strathmore all such information regarding EFI, its affiliates and the EFI Payment Shares, and EFI Underlying Shares as may be reasonably required by Strathmore (including, as required by Section 14.2 of Form 51-102 F5 of National Instrument 51-102 – Continuous Disclosure Obligations) in the preparation of the Strathmore Information Circular and other documents related thereto. EFI shall also use commercially reasonable efforts to obtain any necessary consents from “qualified persons” (as defined in NI 43-101) and its auditors to the use of any financial information required to be included in the Strathmore Information Circular. EFI shall ensure that no such information will include any misrepresentation concerning EFI, Subco or the EFI Payment Shares;

       
    (h)

    make arrangements for the prompt delivery of certificates representing EFI Payment Shares, options and warrants to the Strathmore securityholders, as provided in the Plan of Agreement; and

       
    (i)

    promptly notify Strathmore if at any time it becomes aware that the Strathmore Information Circular contains any misrepresentation concerning EFI or Subco or otherwise requires an amendment or supplement to the Strathmore Information Circular or any related application and promptly deliver written notice to Strathmore setting out full particulars thereof. In any such event, EFI and Subco shall cooperate with Strathmore in the preparation of any required supplement or amendment to the Strathmore Information Circular or such other document, as the case may be.

    EFI Covenants During Interim Period

    4.2 During the Interim Period:

    (a)

    EFI shall not, without the prior written consent of Strathmore acting reasonably, issue or authorize the issuance of more than 50 million EFI Common Shares as consideration for the acquisition of any non-cash assets; for greater certainty, nothing in this clause shall restrict or prevent EFI from issuing or authorizing the issuance of EFI Common Shares or securities convertible into EFI Common Shares for cash consideration;

    B - 16



    (b)

    EFI shall not, without the prior written consent of Strathmore acting reasonably, split, combine, subdivide or reclassify the EFI Common Shares, other than the ten for one share consolidation previously authorized by EFI’s shareholders or, if approval of EFI’s shareholders is obtained at the EFI Meeting, a share consolidation of not more than twenty to one, with respect to either of which share consolidations Strathmore hereby provides its consent;

       
    (c)

    EFI and Subco shall allow representatives of Strathmore such access to the books, records, documents, personnel and facilities of EFI and Subco and their affiliates as may be necessary or desirable for Strathmore to carry out its due diligence review, and shall make available all relevant legal, financial, geological and technical data, relating to EFI’s Properties;

       
    (d)

    EFI shall co-operate with Strathmore in the preparation of shareholder approval documentation in respect of Strathmore’s obtaining Strathmore Shareholder approval of the Arrangement and any necessary or desirable regulatory filings or submissions and shall participate in meetings with relevant regulatory authorities and stakeholders provided that it shall have been given reasonable advance notice thereof;

       
    (e)

    EFI shall co-operate with Strathmore in any way reasonably necessary or desirable in connection with the preparation of documents and proceedings for the obtaining of the Interim Order and the Final Order in respect of the Arrangement; and

       
    (f)

    EFI and Subco shall carry on business in the ordinary course of business and consistent with past practice (except in respect of the Arrangement).

    Covenants of Strathmore

    4.3 Strathmore hereby covenants and agrees that it shall take such steps and do all such other acts and things, as may be necessary or desirable in order to give effect to the transactions contemplated by this Agreement, and co-operate with EFI and Subco to enable them to do same, and, without limiting the generality of the foregoing, shall:

    (a)

    use its commercially reasonable best efforts to apply for and obtain such consents, orders or approvals as counsel for EFI may advise are necessary or desirable for the implementation of the Arrangement and, without limiting the generality of the foregoing, to:

         
    (i)

    apply for and obtain the Interim and the Final Order as provided in Section 2.3; and

         
    (ii)

    obtain written consents from any persons who are parties to agreements (including without limiting the foregoing, any property agreements, joint venture agreements, joint operating agreements, option agreements, warrant agreements or warrant certificates) with Strathmore or a Strathmore Sub where consents to the transactions contemplated by the Arrangement are required under those contracts or agreements;

         
    (b)

    use commercially reasonable best efforts to enter into support agreements with each of the EFI Locked-Up Shareholders, pursuant to which, among other things, the EFI Locked-Up Shareholders will agree, subject to the terms and conditions thereof, to vote the EFI Shares held by them in favour of the Arrangement;

         
    (c)

    in a timely and expeditious manner, file the Strathmore Information Circular in all jurisdictions where the same is required in accordance with applicable law and provide the same to its shareholders in accordance with applicable law or as required under exemption orders granted by appropriate regulatory authorities;

    B - 17



    (d)

    ensure that the Strathmore Information Circular (including the information incorporated by reference therein) shall contain prospectus-level disclosure respecting EFI and Subco and the information and consolidated financial statements related to EFI and Subco and the pro forma financial statements to be contained in the Information Circular, including by incorporation by reference, shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with applicable securities laws and the rules of the TSX, provided that Strathmore assumes no responsibility for the accuracy and completeness of any information relating to or provided by EFI or Subco that is included in the Strathmore Information Circular;

       
    (e)

    ensure that the information respecting Strathmore, the Strathmore Subs and Strathmore’s Properties and the information and consolidated financial statements related to Strathmore provided by Strathmore to EFI for inclusion in the EFI Information Circular (including such portions of Strathmore’s Public Record as are incorporated by reference therein) shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made and shall comply with applicable securities laws and the rules of the TSX;

       
    (f)

    convene and use commercially reasonable best efforts to hold the Strathmore Meeting in accordance with the Interim Order for the purpose of considering the special resolutions to approve the Arrangement;

       
    (g)

    use its commercially reasonable best efforts to obtain the acknowledgements or waivers set out in the Strathmore Disclosure Letter from the parties to such of the Strathmore Material Agreements as are set out therein, in a form satisfactory to EFI acting reasonably; Strathmore shall keep EFI informed of the status of any discussions with such parties and shall, to the extent possible, involve EFI in such discussions; and

       
    (h)

    not, nor permit the Strathmore Subs to, dispose of an interest in any of its material properties or otherwise enter into any material transaction with, or incur any material liability to, any other corporation or person or agree to do any of the foregoing or perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated hereby, other than Employment Termination Obligations arising as a result of completion of the Arrangement contemplated in this Agreement, without the written consent of EFI thereto.

    Strathmore Covenants During Interim Period

    4.4 During the Interim Period:

    (a)

    Strathmore shall not issue any Strathmore Shares or Strathmore Convertible Securities (other than Strathmore Shares issuable upon the exercise of Strathmore Convertible Securities outstanding as at the date hereof) or amend the terms of any such Strathmore Shares or Strathmore Convertible Securities, or incur any indebtedness (other than liabilities to trade creditors incurred in the normal course of business);

       
    (b)

    Strathmore shall allow representatives of EFI such access to the books, records, documents, personnel and facilities of Strathmore as may be necessary or desirable for EFI to carry out its due diligence review, and shall make available all relevant legal, financial, geological and technical data, relating to Strathmore’s Properties;

    B - 18



    (c)

    Strathmore shall co-operate with EFI in the preparation of any necessary or desirable regulatory filings or submissions and shall participate in meetings with relevant regulatory authorities and stakeholders provided that it shall have been given reasonable advance notice thereof;

         
    (d)

    except with the prior written approval of EFI, Strathmore will not, and will cause each Strathmore Sub and any other subsidiary not to, enter into, adversely vary or terminate any Material Contracts with any other person;

         
    (e)

    Strathmore shall carry on business in the ordinary course of business and consistent with past practice (except in respect of the Arrangement) and shall not incur any significant expenses or liabilities, other than (i) have been previously approved by board of directors of Strathmore as part of the 2013 budget (a copy of which was previously provided to EFI), or (ii) with the prior written approval of EFI, or (iii) in connection with its obligations under this Agreement; and

         
    (f)

    except with the prior written approval of EFI, Strathmore shall not:

         
    (i)

    carry out any exploration or development programs on any of Strathmore’s Properties, except in accordance with the 2013 budget (a copy of which was previously provided to EFI), or

         
    (ii)

    sell, assign or otherwise dispose of any material assets, including without limitation any interests in the Roca Honda Project, Gas Hills Project, Copper King Project, the Juniper Ridge Project or the royalty interest in the Lance project.

    ARTICLE 5- CONDITIONS PRECEDENT

    Mutual Conditions Precedent

    5.1 The parties’ obligations to complete the transactions contemplated in this Agreement are subject to the fulfillment of the following mutual conditions precedent on or before the Outside Date, or such other date as specified below:

    (a)

    a special resolution shall have been passed by the shareholders of Strathmore, in form and substance satisfactory to each of Strathmore and EFI, acting reasonably, duly approving the Arrangement;

       
    (b)

    if required by the TSX, an ordinary resolution shall have been passed by the EFI Shareholders duly approving the Arrangement and ancillary matters on or before August 22, 2013;

       
    (c)

    the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to EFI and Strathmore, acting reasonably, on appeal or otherwise;

       
    (d)

    the Arrangement shall have become effective on or before the Outside Date;

       
    (e)

    there shall be no action taken by a governmental or regulatory authority under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein or that results in a judgment or assessment against Strathmore or EFI which would constitute a Material Adverse Change;

       
    (f)

    Strathmore and/or EFI shall have obtained all other consents, approvals and authorizations by any governmental authority (including, without limitation, all necessary securities commission and stock exchange approvals, including the TSX, and all necessary orders of the Court with respect to the Arrangement) which are required or necessary in connection with the transactions contemplated herein the failure of which to obtain would materially adversely affect the ability of Strathmore or EFI to complete the Arrangement, all on terms and conditions reasonably satisfactory to Strathmore and EFI;

    B - 19



    (g)

    EFI and Strathmore shall have jointly filed a notice with the Committee on Foreign Investment in the United States (“ CFIUS ”) under Section 721 of the U.S. Defense Production Act of 1950 (“ Section 721 ”) and the regulations set forth in 31 C.F.R. Part 800, disclosing details regarding the transactions contemplated herein (“ CFIUS Notice ”);

       
    (h)

    after the CFIUS Notice has been filed and before the Outside Date, EFI and Strathmore shall have received a letter from CFIUS indicating that (i) the transactions contemplated herein and detailed in the CFIUS Notice are not subject to Section 721; (ii) CFIUS has concluded its review and any investigation (as the case may be) of the CFIUS Notice and has determined that the transactions contemplated herein raise no issues regarding the national security of the United States sufficient to warrant further review or investigation; or (iii) CFIUS has concluded its review and any investigation (as the case may be) of the CFIUS Notice and has determined that the transactions contemplated herein do raise issues regarding the national security of the United States and such issues may be resolved by means of a mitigation agreement or other mitigation measures that are commercially reasonable and mutually acceptable to the parties;

       
    (i)

    EFI and Strathmore shall have obtained any required consent of parties to Material Contracts in respect of the transactions contemplated herein;

       
    (j)

    the issuance of EFI Payment Shares in the United States pursuant to the Arrangement shall be exempt from the registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act; and

       
    (k)

    this Agreement shall not have been terminated pursuant to Section 8.3.

    The foregoing conditions precedent are for the mutual benefit of Strathmore and EFI and may be waived, in whole or in part, by Strathmore and EFI together, at any time. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, Strathmore or EFI may rescind and terminate this Agreement by written notice to the other of EFI or Strathmore and no party shall have any further obligation under this Agreement, other than the obligations contained in the Confidentiality Agreement or the obligations of Strathmore to EFI pursuant to Article 8, if applicable.

    The parties shall use their reasonable commercial efforts to satisfy the conditions precedent set out in this Section 5.1 and in Sections 5.2 and 5.3.

    Conditions solely for the benefit of EFI and Subco

    5.2 The obligations of EFI and Subco to complete the transactions contemplated in this Agreement are subject to the fulfillment of the following conditions precedent on or before the Outside Date, or such other date as specified below:

    (a)

    the representations and warranties made by Strathmore in Section 3.2 that are qualified by materiality or Material Adverse Effect or Material Adverse Change qualifiers shall be true and correct as of the Effective Time as if made at such time (except for representations and warranties made as of a specified date, the accuracy of which shall be true and correct as of that specified date), and all other representations and warranties made by Strathmore in Section 3.2 that are not so qualified shall be true and correct in all material respects as of the Effective Time as if made at such time (except to the extent that such representations and warranties are made at a specified date, which shall be true and correct as of that specified date) and EFI shall have received a certificate to that effect in form satisfactory to EFI and dated the Effective Date from the President of Strathmore;

    B - 20



    (b)

    Strathmore shall have duly performed each of its covenants to be performed on or pursuant to this Agreement (other than any covenants that may have been waived in writing by EFI or Subco) and Strathmore shall have provided to EFI a certificate of an officer of Strathmore certifying as to such compliance as of the Effective Time and EFI shall not have established that it has knowledge to the contrary;

       
    (c)

    Since the date hereof there shall have been no Material Adverse Change in Strathmore or any occurrences or circumstances which have resulted or might reasonably be expected to result in a Material Adverse Change in Strathmore;

       
    (d)

    EFI shall have received title reports reasonably satisfactory to it on each of the Copper King Project, Gas Hills Project, Roca Honda Project and Juniper Ridge Project;

       
    (e)

    EFI shall have received Phase 1 environmental reports reasonably satisfactory to it on such of the Copper King Project, Gas Hills Project and Roca Honda Project as it deems necessary;

       
    (f)

    As of the Closing Date, Strathmore shall have no long term liabilities other than reclamation liabilities; and

       
    (g)

    Holders of not more than 4% of the issued and outstanding Strathmore Shares shall have exercised their rights of dissent as set forth in the Interim Order.

    The foregoing conditions precedent are for the benefit of EFI and may be waived, in whole or in part, by EFI in writing at any time. If any of the said conditions precedent shall not be satisfied or waived by EFI on or before the date required for the performance thereof, EFI may rescind and terminate this Agreement by written notice from EFI to Strathmore. On this Agreement being rescinded and terminated pursuant to this Section 5.2 no party shall have any further liability under this Agreement, other than the obligations contained in the Confidentiality Agreement or the obligations of Strathmore to EFI pursuant to Article 8, if applicable.

    Conditions solely for the benefit of Strathmore

    5.3 The obligations of Strathmore to complete the transactions contemplated in this Agreement are subject to the fulfillment of the following conditions precedent on or before the Outside Date, or such other date as specified below:

    (a)

    the representations and warranties made by EFI in Section 3.1 that are qualified by materiality or Material Adverse Effect or Material Adverse Change qualifiers shall be true and correct as of the Effective Time as if made at such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), and all other representations and warranties made by EFI in Section 3.1 that are not so qualified shall be true and correct in all material respects as of the Effective Time as if made at such time (except to the extent that such representations and warranties are made at a specified date, which shall be true and correct as of that specified date), and Strathmore shall have received a certificate to that effect in form satisfactory to Strathmore and dated the Effective Date from the President of EFI;

       
    (b)

    EFI shall have duly performed each of its covenants to be performed on or pursuant to this Agreement (other than any covenants that may have been waived in writing by Strathmore and EFI shall have provided to Strathmore a certificate of an officer of EFI certifying as to such compliance as of the Effective Time and Strathmore shall not have established that it has knowledge to the contrary;

       
    (c)

    since the date hereof there shall have been no Material Adverse Change in EFI or Subco or any occurrences or circumstances which have resulted or might reasonably be expected to result in a Material Adverse Change in EFI or Subco;

    B - 21



    (d)

    all of the EFI Payment Shares issuable to shareholders of Strathmore pursuant to the Arrangement and any EFI Consideration Securities shall be conditionally approved for listing on the TSX and shall not be subject to any hold periods or other resale restrictions under Applicable Securities Laws (other than resale restrictions applicable to control blocks, if applicable); and

       
    (e)

    on the Effective Date, the board of directors of EFI shall consist of no more than eleven (11) directors, of which one (1) director shall be a nominee of Strathmore (provided that such nominee shall be an independent director with respect to EFI).

    The foregoing conditions precedent are for the benefit of Strathmore and may be waived, in whole or in part, by Strathmore in writing at any time. If any of the said conditions precedent shall not be satisfied or waived by Strathmore on or before the date required for the performance thereof, Strathmore may rescind and terminate this Agreement by written notice from Strathmore to EFI. On this Agreement being rescinded and terminated pursuant to this Section 5.3 no party shall have any further liability under this Agreement, other than the obligations contained in the Confidentiality Agreement or the obligations of Strathmore to EFI pursuant to Article 8, if applicable.

    ARTICLE 6 –NON-SOLICITATION AND SUPERIOR PROPOSALS

    Non-Solicitation

    6.1 Except as otherwise provided in this Article 6, during the Interim Period Strathmore shall not directly or indirectly, itself or through any of its Representatives:

    (a)

    solicit, assist, initiate, encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of Strathmore, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposal or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal;

       
    (b)

    engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than EFI and its Representatives) regarding any Acquisition Proposal or Potential Acquisition Proposal;

       
    (c)

    withdraw, modify or qualify , or propose publicly to withdraw, modify or qualify, in any manner adverse to EFI, the approval or recommendation of the Arrangement by the Strathmore Board of Directors or any of its committees except where a Material Adverse Effect in respect of EFI has occurred and the Strathmore Board of Directors has determined that, as a consequence of such Material Adverse Effect, it would be inconsistent with the fiduciary duties of the directors of Strathmore to continue to recommend the Transaction;

       
    (d)

    approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, any Acquisition Proposal;

       
    (e)

    accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or

       
    (f)

    release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Acquisition Proposal.

    6.2 Strathmore shall immediately cease and cause to be terminated any existing solicitation, discussion, negotiation, encouragement or activity with any person (other than EFI or any of its Representatives) by Strathmore or any of its Representatives with respect to any Acquisition Proposal or any Potential Acquisition Proposal. Strathmore shall immediately cease to provide any person (other than EFI or any of its Representatives) with access to information concerning Strathmore in respect of any Acquisition Proposal or any Potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any person (other than EFI or any of its Representatives) that has entered into a confidentiality agreement with Strathmore relating to any Acquisition Proposal or Potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honored. Strathmore shall ensure that its Representatives are aware of the prohibitions in Section 6.1 hereof and shall be responsible for any breach of this Article 6 by its Representatives.

    B - 22


    6.3 Strathmore shall promptly (and in any event within 24 hours) notify EFI, at first orally and then in writing, of any proposal, inquiry, offer or request received by Strathmore or its Representatives:

    (a)

    relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal (a “ Potential Acquisition Proposal ”);

       
    (b)

    for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or

       
    (c)

    for non-public information relating to Strathmore or a Strathmore Sub, access to properties, books and records or a list of the holders of Strathmore's shares or the shareholders of any Strathmore Sub.

    description of the terms and conditions thereof and Strathmore shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that EFI may reasonably request. Strathmore shall keep EFI promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by EFI with respect thereto.

    Strathmore Alternative Proposal

    6.4 Notwithstanding Section 6.1 of this Agreement, following the receipt by Strathmore of a bona fide written Acquisition Proposal made after the date hereof (that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the date hereof in contravention of Section 6.1 of this Agreement), Strathmore and its Representatives may:

    (a)

    contact the person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

         
    (b)

    if the Strathmore Board of Directors determines, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is, or is reasonably likely to lead to, a Superior Proposal and that failure to take the relevant action would be inconsistent with its fiduciary duties:

         
    (i)

    furnish information with respect to Strathmore and the Strathmore Subs to the person making such Acquisition Proposal and its Representatives only if such person has entered into a confidentiality agreement that contains provisions that are not less favourable to Strathmore than those contained in the Confidentiality Agreement, provided that Strathmore sends a copy of such confidentiality agreement to EFI promptly following its execution and EFI is promptly provided with a list of, and access to (to the extent not previously provided to EFI) the information provided to such person; and

    B - 23



      (ii)

    engage in discussions and negotiations with the person making such Acquisition Proposal and its Representatives provided that all such information access and discussions shall cease during the Match Period.

    6.5 Notwithstanding Section 6.1 of this Agreement, Strathmore may (i) enter into an agreement (other than a confidentiality agreement contemplated by Subsection 6.4(b)(i) hereof) with respect to an Acquisition Proposal that is a Superior Proposal and/or (ii) withdraw, modify or qualify its approval or recommendation of the Transaction and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided:

    (a)

    Strathmore shall have complied with its obligations under this Article 6;

       
    (b)

    the Strathmore Board of Directors has determined, after consultation with its outside legal and financial advisors, that such Acquisition Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties;

       
    (c)

    Strathmore has delivered written notice to EFI of the determination of the Strathmore Board of Directors that the Acquisition Proposal is a Superior Proposal and of the intention of the Strathmore Board of Directors to approve or recommend such Superior Proposal and/or of Strathmore to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by Strathmore and a summary of the valuation analysis attributed by the Strathmore Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors, and together with a summary analysis articulating why the Acquisition Proposal is determined by the Strathmore Board to be a Superior Proposal (the " Superior Proposal Notice ");

       
    (d)

    at least five Business Days have elapsed since the date the Superior Proposal Notice was received by EFI, which five Business Day period is referred to as the " Match Period ";

       
    (e)

    if EFI has offered to amend the terms of the Arrangement and this Agreement during the Match Period pursuant to Section 6.6 below, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by EFI at the termination of the Match Period; and

       
    (f)

    Strathmore terminates this Agreement in compliance with the terms of this Article 6; and

       
    (g)

    Strathmore has previously paid or, concurrently with termination, pays in cash the sum of Cdn$1,300,000 to EFI.

    6.6 During the Match Period, EFI shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and this Agreement and Strathmore shall cooperate with EFI with respect thereto, including negotiating in good faith with EFI to enable EFI to make such adjustments to the provisions of the Arrangement and this Agreement as EFI deems appropriate and as would enable EFI to proceed with the Arrangement on such adjusted provisions. The Strathmore Board of Directors shall review any such offer by EFI to amend the terms of the Arrangement and this Agreement in order to determine, in good faith in the exercise of its fiduciary duties, whether EFI's offer to amend the Arrangement and this Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by EFI. If the Strathmore Board determines that the Acquisition Proposal would cease to be a Superior Proposal, Strathmore and EFI shall enter into an amendment to this Agreement reflecting the offer by EFI to amend the terms of the Arrangement and this Agreement.

    6.7 The Strathmore Board of Directors shall reaffirm its recommendation of the Arrangement by news release promptly after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made, (ii) the Strathmore Board of Directors determines that a proposed amendment to the terms of the Arrangement and this Agreement would result in the Acquisition Proposal not being a Superior Proposal and EFI has so amended the terms of the Arrangement; or (iii) the written request of EFI given on or within five Business Days ending the Business Day before a meeting of Strathmore Shareholders called to consider approving the Arrangement. EFI and its legal advisors shall be given a reasonable opportunity to review and comment on the form and content of any such news release and Strathmore shall incorporate all reasonable comments made by EFI and its legal advisors. 6.8 Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Article 6.

    B - 24


    ARTICLE 7 – NON-RECEIPT OF SHAREHOLDER APPROVAL

    Non-Receipt of Strathmore Shareholder Approval

    7.1 Provided that (i) this Agreement has not been terminated by Strathmore in accordance with Article 6, and (ii) there has been no breach or non-performance by EFI which would entitle Strathmore to terminate this Agreement in accordance with subsections 5.3(a) or 5.3(b), if this Agreement is terminated by reason of the non-satisfaction of the condition specified in Subsection 5.1(a) hereof, Strathmore shall pay to EFI the amount of Cdn$650,000 as partial reimbursement for EFI’s reasonable out-of pocket costs, expenses and disbursements incurred in connection with the Arrangement, this Agreement and the EFI Meeting.

    Non-Receipt of EFI Shareholder Approval

    7.2 Provided that (i) this Agreement has not been terminated by Strathmore in accordance with Article 6, and (ii) there has been no breach or non-performance by Strathmore which would entitle EFI to terminate this Agreement in accordance with subsections 5.2(a) or 5.2(b), if this Agreement is terminated by reason of the non-satisfaction of the condition specified in Subsection 5.1(b) hereof, EFI shall pay to Strathmore the amount of Cdn$650,000 as partial reimbursement for Strathmore’s reasonable out-of pocket costs, expenses and disbursements incurred in connection with the Arrangement, this Agreement and the Strathmore Meeting.

    7.3 Provided that (i) this Agreement has not been terminated by Strathmore in accordance with Article 6, and (ii) there has been no breach or non-performance by Strathmore which would entitle EFI to terminate this Agreement in accordance with subsections 5.2(a) or 5.2(b), if this Agreement is terminated by reason of the non-satisfaction of the condition specified in Subsection 5.1(b) hereof and (a) prior to the EFI Shareholder Meeting, a bona fide Acquisition Proposal for EFI shall have been made or publicly announced by a person or entity other than Strathmore, and (b) within 12 months of such date of termination, EFI or one or more of the EFI Subs, consummates one or more Acquisition Proposals involving EFI or an EFI Sub, then EFI shall pay $1,300,000 to Strathmore.

    ARTICLE 8- AMENDMENT AND TERMINATION

    Amendment

    8.1 This Agreement and the Plan of Arrangement may, at any time and from time to time before the Effective Date, be amended by written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of their respective shareholders. Without limiting the generality of the foregoing, any such amendment may:

    (a)

    change the time for performance of any of the obligations or acts of the parties hereto;

       
    (b)

    waive any inaccuracies or modify any representation contained herein or any document to be delivered pursuant hereto;

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    (c)

    waive compliance with or modify any of the covenants herein contained or waive or modify performance of any of the obligations of the parties hereto; or

       
    (d)

    amend the terms or the sequence of transactions described in the Plan of Arrangement subject to any required approval of the shareholders of Strathmore, given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

    Rights Upon Amendment

    8.2 This Agreement and the Exhibits hereto may be amended in accordance with the Final Order, but if the terms of the Final Order require any such amendment, the rights of the parties hereto under Sections 5.1, 5.2, 5.3, 8.1, 8.2 and 8.3 shall remain unaffected.

    Termination

    8.3 This Agreement shall terminate:

    (a)

    if the Arrangement has not been completed on or before the Outside Date, at the election of any of the parties;

       
    (b)

    in the event that the conditions are not satisfied or waived by the parties to whom they are of benefit prior to the Effective Date, or any earlier date contemplated herein;

       
    (c)

    by unanimous agreement of EFI and Strathmore without further action on the part of their respective shareholders;

       
    (d)

    upon the earlier of (i) the holders of Strathmore Shares failing to approve the Arrangement at the Strathmore Meeting; and (ii) a final determination from the Court or an appeal court which denies the granting of the Final Order;

       
    (e)

    in the event of a termination by Strathmore under Article 6, upon payment by Strathmore to EFI of the amount specified in Section 6.5(f); or

       
    (f)

    if any applicable laws make the consummation of the Arrangement illegal or prohibited;

    provided that if either EFI or Strathmore determines at any time prior to the Effective Date that it intends to refuse to complete the transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement, it must notify the other party forthwith upon making such determination in order that such other party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time. Neither EFI nor Strathmore may exercise the termination right arising therefrom unless forthwith and in any event prior to the Effective Date, it has given a written notice to the other party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which it is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is given, provided that such matter is reasonably capable of being cured and the notified party is proceeding diligently to cure such matter, the party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Effective Date and the expiration of a period of 20 business days from such notice. If such a notice has been given by EFI to Strathmore prior to the date of the Strathmore Meeting, the Strathmore Meeting will at the election of Strathmore be postponed or adjourned and will not be held until such time as is reasonably practicable after the earlier of (a) the matter to which the notice relates being cured and (b) the expiry of such period. If such notice has been given prior to the making of application for the Final Order, such application will be postponed and will not be made until such time as is reasonably practicable after the earlier of (a) the matter to which the notice relates being cured and (b) the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result thereof.

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    8.4 Each of the Parties acknowledges that the agreements contained in Section 6.5(g), Section 7.1, Section 7.2 and Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that the payment amounts set out in Section 6.5(g), Section 7.1, Section 7.2 and Section 7.3 are payments of liquidated damages which are a genuine pre-estimate of the damages, which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each of EFI and Strathmore irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this Agreement under circumstances where EFI or Strathmore is entitled to an amount under Section 6.5(g), Section 7.1, Section 7.2 or Section 7.3, respectively, and such amount is paid in full, EFI or Strathmore, as the case may be, shall be precluded from any other remedy against the other Party at Law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby, provided, however that payment by a party of such amount shall not be in lieu of any damages or any other payment or remedy available in the event of any wilful or intentional breach by such Party of any of its obligations under this Agreement.

    8.5 The provisions of Article 9 will survive any termination under Section 8.3.

    ARTICLE 9 - INDEMNITY

    Indemnification

    9.1 Each party (the “ Indemnifying Party ”) hereto undertakes with the other parties hereto (the “ Indemnified Party ”) to hold the Indemnified Party fully and effectually indemnified from and against all losses, claims, damages, liabilities, actions or demands (including amounts paid in any settlement approved by the Indemnifying Party of any action, suit, proceeding or claim but excluding lost profits or opportunities and consequential or incidental damages), to which such Indemnified Party may become subject insofar as such losses, claims, damages, liabilities, actions or demands arise out of or are based upon any breach of a representation, warranty, covenant or obligation of the Indemnifying Party contained in this Agreement or any certificate or notice delivered by it in connection herewith, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action or demand.

    Defence

    9.2 (a) Promptly after receipt by an Indemnified Party of notice of a possible action, suit, proceeding or claim referred to in Section 9.1, such Indemnified Party, if a claim in respect thereof is to be made against the Indemnifying Party under such Section, shall provide the Indemnifying Party with written particulars thereof; provided that failure to provide the Indemnifying Party with such particulars shall not relieve such Indemnifying Party from any liability which it might have on account of the indemnity provided for in this Article 9 except insofar as such failure shall prejudice such Indemnifying Party. The Indemnified Party shall also provide to the Indemnifying Party copies of all relevant documentation and, unless the Indemnifying Party assumes the defence thereof, shall keep such Indemnifying Party advised of the progress thereof and will discuss with the Indemnifying Party all significant actions proposed;
       
    (b) An Indemnifying Party shall be entitled, at its own expense, to participate in (and, to the extent that it may wish, to assume) the defence of any such action, suit, proceeding or claim but such defence shall be conducted by counsel of good standing approved by the Indemnified Party, such approval not to be unreasonably withheld. Upon the Indemnifying Party notifying the Indemnified Party of its election so to assume the defence and retaining such counsel, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by it in connection with such defence other than for reasonable costs of investigation. If such defence is assumed by the Indemnifying Party, it shall, through the course thereof, provide copies of all relevant documentation to the Indemnified Party, keep such Indemnified Party advised of the progress thereof and shall discuss with the Indemnified Party all significant actions proposed. No Indemnifying Party shall enter into any settlement without the consent of the Indemnified Party, but such consent shall not be unreasonably withheld. If such defence is not assumed by the Indemnifying Party, the Indemnifying Party shall not be liable for any settlement made without its consent, but such consent shall not be unreasonably withheld.

    B - 27



    (c)

    Notwithstanding the foregoing, an Indemnified Party shall have the right, at the Indemnifying Party’s expense, to employ counsel of its own choice in respect of the defence of any such action, suit, proceeding or claim if (i) the employment of such counsel has been authorized by the Indemnifying Party in connection with such defence; or (ii) counsel retained by the Indemnifying Party or the Indemnified Party shall have advised the Indemnified Party that there may be legal defences available to it which are different from or in addition to those available to the Indemnifying Party (in which event and to that extent, the Indemnifying Party shall not have the right to assume or direct the defence on behalf of the Indemnified Party) or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iii) the Indemnifying Party shall not have assumed such defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding or claim.

    Term

    9.3 The obligations of each party hereto under this Article 9 shall terminate one year after the Arrangement is consummated, save with respect to all losses, claims, damages, liabilities, actions or demands notice of which is given to the Indemnifying Party by the Indemnified Party on or before one year from the date hereof in compliance with Section 9.2.

    ARTICLE 10- PUBLIC DISCLOSURE

    10.1 No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by any party without the prior written agreement of the other of EFI or Strathmore as to timing, content and method, provided that the obligations herein will not prevent any party from making, after consultation with the other of EFI or Strathmore (which consultation shall not be required if it is impracticable or inappropriate), such disclosure as its counsel advises is required by applicable laws or the rules and policies of the reporting jurisdictions of the party.

    ARTICLE 11- INSURANCE

    11.1 Prior to the Effective Date, Strathmore shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Strathmore and the Strathmore Subs which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and EFI will, or will cause Merged Company and its subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date. If a tail policy is not available, then EFI agrees that for the period of two years following the Effective Date, EFI shall cause Merged Company or any successor to Merged Company or any of its Strathmore Subs (including any successor resulting from any winding-up or liquidation or dissolution of any of them) to maintain Strathmore and its Strathmore Subs’ current directors’ and officers’ insurance policies or substantially equivalent policies subject in either case to terms and conditions no less advantageous to the directors and officers of Strathmore and its Strathmore Subs than those contained in the policies in effect on the date of this Agreement, for all present and former directors and officers of Strathmore and its Strathmore Subs, covering claims made prior to or within such two year period. The provisions of this Article 11 are intended for the benefit of, and shall be enforceable by, each insured person, his or her heirs and his or her legal representatives and, for such purpose, EFI hereby confirms that it is acting as agent and trustee on their behalf. Furthermore, this Article 12 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six (6) years.

    B - 28


    ARTICLE 12 – PURCHASE OF RENO CREEK ROYALTY

    12.1 EFI hereby agrees to purchase, and Strathmore hereby agrees to sell, assign and transfer to EFI, free and clear of all liens and encumbrances, the 5% gross production royalty in the Pine-Tree Reno Creek Properties (the “ Reno Creek Royalty ”) for an aggregate purchase price of Cdn$3,000,000. The closing of the acquisition of the Reno Creek Royalty (the “ Reno Closing ”) shall occur on June 21, 2013 (or such earlier or later date as EFI and Strathmore may agree). The purchase price for the acquisition of the Reno Creek Royalty shall be satisfied by the delivery of a promissory note in the amount of Cdn$3,000,000 issued by EFI to Strathmore (the “ Royalty Payment Note ”) on the Reno Closing. The Royalty Payment Note shall be payable without interest as follows: (i) Cdn$500,000 cash payment payable on June 28, 2013; (ii) Cdn$500,000 cash payment payable on July 29, 2013; (iii) Cdn$500,000 cash payment payable on August 30, 2013; and (iv) balance of Cdn$1,500,000 payable on October 31, 2012, either by a cash payment or, at the option of EFI, by the issuance and delivery to Strathmore of the equivalent amount of EFI Common Shares based on the volume weighted average trading price on the TSX for the five trading days ending October 31, 2013. The closing documents in respect of the purchase and sale of the Reno Creek Royalty shall contain such terms and conditions, including industry standard representations and warranties, as are customary in transactions of this nature. The purchase and sale of the Reno Creek Royalty is not conditional upon completion of the Arrangement.

    ARTICLE 13- ASSIGNMENT

    13.1 No party may assign its rights or obligations under this Agreement.

    ARTICLE 14 - WAIVER

    14.1 Any waiver or release of any conditions of this Agreement, to be effective, must be in writing executed by the party for whom such condition is expressed by this Agreement to benefit.

    ARTICLE 15 - GENERAL

    15.1 Time is of the essence herein.

    15.2 Each party hereto will, from time to time, at the request of another party, do such further acts and execute and deliver all such further documents, agreements and instruments as will be reasonably required in order to fully perform and carry out the terms, conditions and intent of this Agreement.

    15.3 All references to currency are references to Canadian dollars unless otherwise indicated. 15.4 The parties intend that this Agreement will be binding upon them until terminated.

    15.5 The parties agree and acknowledge that each of them will bear responsibility for their own expenses and costs incurred and to be incurred by each of them in connection with the Arrangement including, without limitation, amounts paid or payable to financial advisors, legal counsel, auditors, legal counsel, printers, transfer agents, and other arm’s length third parties that perform services on their behalf in connection with the negotiation of the Agreement, the Arrangement, the due diligence review to be conducted in connection with the Arrangement, the preparation and distribution of all necessary disclosure documents and other steps to implement the Arrangement.

    B - 29


    15.6 Any notice which is or may be required to be given pursuant to this Agreement shall be in writing and shall be delivered:

    if to EFI or Subco, to:

    Energy Fuels Inc.
    225 Union Blvd., Suite 600
    Lakewood, Colorado, USA
    80228
    Attention: President
    Facsimile No.: (303) 389-4125

    with a copy to:

    Borden Ladner Gervais LLP
    40 King Street West, Suite 4400
    Toronto, Ontario, Canada M5H 3Y4
    Attention: Mark F. Wheeler
    Facsimile No.: (416) 361-7376
    e-mail: mwheeler@blg.com

    if to Strathmore, to:

    Strathmore Minerals Corp.
    #950, 1130 West Pender Street
    Vancouver, British Columbia, Canada, V6E 4A
    Attention: Steven Khan
    Facsimile No.: (250) 979-6363

    with a copy to:

    Blake, Cassels & Graydon LLP
    595 Burrard Street
    P.O. Box 49314
    Suite 2600, Three Bentall Centre
    Vancouver BC V7X 1L3
    Canada
    Attention: Bob Wooder
    Facsimile No.: 604-631-3309

    Any notice to be given hereunder shall be deemed to be properly provided if delivered in any of the following modes:

    (a)

    personally, by delivering the notice to the party on which it is to be served at that party’s address for notices as set forth above. Personally delivered notices shall be deemed to be received by the addressee when actually delivered as aforesaid; provided that, such delivery shall be during normal business hours on any business day. If a notice is not delivered on a business day or is delivered after the addressee’s normal business hours, such notice shall be deemed to have been received by such party at the commencement of the addressee’s first business day next following the time of the delivery; or

    B - 30



    (b)

    by facsimile (or by any other like method by which a written message may be sent) directed to the party on which it is to be delivered at that party’s facsimile number as set forth above. A notice so served shall be deemed to be received by the addressee when transmitted by the party delivering the notice (provided such party obtains confirmation from its facsimile of successful transmission), if transmitted during the addressee’s normal business hours on any business day, or at the commencement of the next ensuing business day following transmission if such notice is not transmitted on a business day or is transmitted after the party’s normal business hours.

    15.7 This Agreement and the rights and obligations of the parties hereunder will be governed by and construed according to the laws of the Province of Ontario and to the laws of Canada applicable therein. The parties irrevocably submit and attorn to the exclusive jurisdiction of the superior courts of the Province of Ontario located in Toronto, in respect of all matters arising out of this Agreement.

    15.8 This Agreement will enure to the benefit of and be binding upon the parties hereto and their successors.

    15.9 This Agreement together with the Confidentiality Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto, excluding the Confidentiality Agreement.

    15.10 This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All of these counterparts will for all purposes constitute one agreement, binding on the parties, notwithstanding that all parties are not signatories to the same counterpart. A fax transcribed copy or photocopy of this Agreement executed by a party in counterpart or otherwise will constitute a properly executed, delivered and binding agreement or counterpart of the executing party.

    B - 31


    IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the year and day set out on page 1 hereof.

    ENERGY FUELS INC.

    Per: (signed) Stephen P. Antony  
    Name: Stephen P. Antony  
    Title: President & CEO  

    STRATHMORE MINERALS CORP.

    Per: (signed) David Miller  
    Name: David Miller  
    Title: CEO  

    0971890 B.C. LTD.

    Per: (signed) Stephen P. Antony  
    Name: Stephen P. Antony  
    Title: President & CEO  

    B - 32


    Schedule “A” to the Arrangement Agreement

    PLAN OF ARRANGEMENT

    ARTICLE 1 - INTERPRETATION

    Definitions

    Section 1.1 In this Plan of Arrangement, unless something in the subject matter or context is inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

    (a) “ Act ” means the Business Corporations Act , R.S.B.C. 2004, c. 57, as amended;

    (b) “ Agreement ” means the Arrangement Agreement dated for reference June 11, 2013, made among EFI, Strathmore and Subco including the schedules thereto as the same may be supplemented or amended from time to time;

    (c) “ Arrangement ” means an arrangement under the provisions of Section 288 of the Act, on the terms and conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Sections 8.1 and 8.2 of the Arrangement Agreement or Article 6 of this Plan of Arrangement, or made at the direction of the Court in the Final Order with the consent of EFI and Strathmore, each acting reasonably;

    (d) “ business day ” means a day, other than a day that is a Saturday, a Sunday or a civic or statutory holiday in Toronto, Ontario or Vancouver, British Columbia;

    (e) “ Cancellation Consideration ” means the aggregate number of EFI Shares as are issuable in satisfaction of 50% of the Change of the Control Obligations that may be owing from time to time to all Former Employees; the number of EFI Shares issuable to each Former Employee being determined based on the volume weighted average price of the EFI Shares on the TSX over the five trading days prior to the date upon which the Employment Termination Obligation is payable to such Former Employee (the “ Share Price ”), such that the product of the Share Price and the number of EFI Shares issuable to such Former Employee equals 50% of the Employment Termination Obligation owing to such Former Employee;

    (f) “ Consolidation ” means the consolidation of the issued and outstanding Current EFI Common Shares either (A) on the basis of ten Current EFI Common Shares being consolidated into one Post-Consolidation EFI Common Share, as previously authorized by EFI’s shareholders, or (B) on the basis of such Consolidation Ratio, not to exceed twenty Current EFI Common Shares being consolidated into one Post-Consolidation EFI Common Share, as may be authorized by EFI’s shareholders;

    (g) “ Consolidation Ratio ” means the number of Current EFI Common Shares which are converted into one Post-Consolidation EFI Common Share;

    (h) “ Court ” means the Supreme Court of British Columbia;

    (i) “ Current EFI Common Shares ” means common shares without par value in the capital of EFI, as constituted on June 11, 2013;

    (j) “ Depositary ” means Canadian Stock Transfer Company, or such other person or company as may be appointed by EFI to act as the Depositary hereunder;

    B - 33


    (k) “ Effective Date ” means August 30, 2013, or such earlier or later date as may be agreed between EFI and Strathmore as the date for completing the Arrangement;

    (l) “ Effective Time ” means 11:59 p.m. (Toronto time) on the Effective Date;

    (m) “ EFI ” means Energy Fuels Inc., a company organized under the laws of Ontario;

    (n) “ EFI Common Shares ” means Current EFI Common Shares or, if the Consolidation has become effective prior to the Effective Time, Post-Consolidation EFI Common Shares;

    (o) “ EFI Payment Shares ” means the EFI Common Shares issuable to shareholders of Strathmore pursuant to Section 3.2(e)(vii) hereof;

    (p) “ EFI Replacement Options ” means stock options exercisable to purchase EFI Common Shares to be issued in exchange for Strathmore Options;

    (q) “ EFI Replacement Warrants ” means common share purchase warrants exercisable to purchase EFI Common Shares to be issued in exchange for Strathmore Warrants;

    (r) “ Employee Strathmore Option ” means a Strathmore Option held by a current or former director, officer or employee of Strathmore that was received in respect of, in the course of, or by virtue of, employment with Strathmore or in consideration for services performed as a director or officer;

    (s) “ Employment Termination Obligations ” means the financial obligations owed to Former Employees as a result of the Termination (as defined in the Employment Termination Policy) of such Former Employees within six months after the Effective Time;

    (t) “ Employment Termination Policy ” means the Strathmore Group Employment Termination Policy Effective as of and from January 1, 2009;

    (u) “ Exchange Ratio ” means, for each Strathmore Share and Strathmore RSU and each Strathmore Share underlying an Employee Strathmore Option, Non-Employee Strathmore Option and Strathmore Warrant:

    (i) if the Consolidation has not become effective prior to the Effective Time, 1.47 Current EFI Common Shares; or

    (ii) if the Consolidation has become effective prior to the Effective Time, the number of Post-Consolidation EFI Common Shares determined when 1.47 is divided by the Consolidation Ratio;

    (v) “ Final Order ” means the final order of the Court approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

    (w) “ Former Employee ” means each Employee (as defined in the Employment Termination Policy) who (A) is subject to the Employment Termination Policy, (B) has entered into a Letter Agreement, and (C) within six months following the Effective Time, is Terminated (as defined in the Employment Termination Policy), other than an Employee who is Terminated for Just Cause (as defined in the Employment Termination Policy), and “ Former Employees ” means all of them;

    (x) “ Holder means a registered holder of Strathmore Shares or any person who surrenders to the Depositary certificates representing such Strathmore Shares duly endorsed for transfer to such person in accordance with the Share Letter of Transmittal;

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    (y) “ In-The-Money Amount ” in respect of a stock option means the amount, if any, by which the fair market value at the time of the securities subject to the option exceeds the aggregate price of the option;

    (z) “ Interim Order ” means the order of the Court pursuant to the application therefor contemplated by Section 2.3 of the Agreement;

    (aa) “ Letter Agreements ” means the letter agreements among Strathmore, EFI and each of the Former Employees providing for the issuance of the Cancellation Consideration in satisfaction of 50% of the Employment Termination Obligations that may be owing to such Former Employees from time to time;

    (bb) “ Merged Company ” has the meaning ascribed thereto in Section 3.2(c);

    (cc) “ Non-Employee Strathmore Option ” means any Strathmore Option that is not an Employee Strathmore Option.

    (dd) “ Person ” shall be broadly interpreted and includes any natural person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, body corporate with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative;

    (ee) “ Plan of Arrangement ” means this plan of arrangement and any amendment or variation thereto made in accordance with Article 6 hereof;

    (ff) “ Post-Consolidation EFI Common Shares ” means common shares in the capital of EFI after giving effect to the Consolidation;

    (gg) “ Registrar ” means “registrar” as defined in the Act;

    (hh) “ Share Letter of Transmittal ” has the meaning ascribed thereto in Section 5.3;

    (ii) “ shareholder ” or “ holder of shares ” means “shareholder” as defined in the Act; and

    (jj) “ Strathmore ” means Strathmore Minerals Corp., a company organized under the laws of British Columbia;

    (kk) “ Strathmore Meeting ” means the special meeting of Holders of Strathmore

    Shares to be held to, among other things, consider and, if thought fit, to approve the Arrangement;

    (ll) “ Strathmore Options ” means stock options exercisable to purchase Strathmore Shares outstanding as at the Effective Time;

    (mm) “ Strathmore RSUs ” means restricted stock units granted by Strathmore and outstanding as of the Effective Time;

    (nn) “ Strathmore Shares ” means common shares without par value in the capital of Strathmore;

    (oo) “ Strathmore Warrants ” means common share purchase warrants exercisable to purchase Strathmore Shares outstanding as at the Effective Time;

    (pp) “ Subco ” means 0971890 B.C. LTD., a company organized under the laws of British Columbia and wholly owned by EFI;

    (qq) “ Subco Shares ” means common shares without par value in the capital of Subco;

    (rr) “ Tax Act ” means the Income Tax Act (Canada), and the regulations promulgated thereunder, as now in effect and as it may be amended from time to time prior to the Effective Date.

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    (ss) “ Warrant Letter of Transmittal ” has the meaning ascribed thereto in 0;

    Headings

    Section 1.2 The division of this Plan of Arrangement into Articles, Sections and Subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof” and “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section or Subsection hereof and include any agreement or instrument supplemental therewith, references herein to Articles, Sections and Subsections are to Articles, Sections and Subsections of this Plan of Arrangement.

    Number and Gender

    Section 1.3 In this Plan of Arrangement, unless something in the context is inconsistent therewith, words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa and words importing shareholders shall include members.

    ARTICLE 2 – ARRANGEMENT AGREEMENT

    Arrangement Agreement

    Section 2.1 This Plan of Arrangement is made pursuant and subject to the provisions of the Agreement.

    ARTICLE 3 - THE ARRANGEMENT

    Plan of Arrangement

    Section 3.1 This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) Strathmore, (ii) EFI, (iii) Subco, (iv) all registered and beneficial holders of Strathmore Shares, Strathmore RSUs, Strathmore Warrants and Strathmore Options; and (v) all Former Employees.

    Section 3.2 Commencing at the Effective Time, the following events or transactions shall occur sequentially in the order set out unless otherwise noted and shall be deemed to occur without any further act or formality required on the part of any Person, except as expressly provided herein:

    (a) the Strathmore Shares in respect of which shareholders of Strathmore who have exercised dissent rights in accordance with Article 4 (and the right of such shareholder to dissent with respect to such Strathmore Shares has not been terminated or ceased to apply to the shareholder) will be deemed to have been transferred to Strathmore and such shareholders cease to have any rights as shareholders other than the right to be paid by Strathmore the fair value of their Strathmore Shares in accordance with Article 4;

    (b) at the time of the step contemplated in Section 3.2(a), with respect to each Strathmore Share transferred pursuant to Section 3.2(a):

      (i)

    the Holder of such Strathmore Share will cease to be the holder of such Strathmore Share;

         
      (ii)

    the Holder’s name will be removed from the central securities register of Strathmore with respect to such Strathmore Share;

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      (iii)

    legal and beneficial title to such Strathmore Share will rest in Strathmore and Strathmore will be and be deemed to be the transferee of such and such Strathmore Share shall be cancelled;

         
      (iv)

    the certificate representing such Strathmore Share shall be deemed to have been cancelled; and

         
      (v)

    the Holder of such Strathmore Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer and cancellation;

    (c) after the step described in Section 3.2(a), Strathmore and Subco will amalgamate to form one corporate entity (the “ Merged Company ”) with the same effect as if the amalgamation was carried out as an amalgamation under the provisions of Part 9, Division 3 of the Act provided that Strathmore shall be considered to have survived the merger as the Merged Company and the separate existence of Subco will cease.

    (d) without limiting the generality of Section 3.2(c), at the time, and by virtue, of the step described in Section 3.2(c), the separate existence of Subco will cease without Subco being liquidated or wound-up; Strathmore will continue as the Merged Company; all of the property of Strathmore and Subco will become the property of the Merged Company; and all of the liabilities of Strathmore and Subco will become liabilities of the Merged Company; otherwise than as a result of the acquisition or purchase of property by the Merged Company or as a result of the distribution of property to the Merged Company on the winding-up of Strathmore or Subco.

    (e) at the time of the step described in Section 3.2(c) and from and after this time, and as a consequence of the merger:

      (i)

    the Merged Company will own and hold all property of Strathmore and Subco and, without limiting the provisions hereof, all rights of creditors or others, whether arising by contract or otherwise, will be unimpaired by such merger and all obligations of Strathmore and Subco whether arising by contract or otherwise, may be enforced against the Merged Company to the same extent as if such obligations had been incurred or contracted by it; the Merged Company will continue to be liable for all of the liabilities and obligations of Strathmore and will become liable for the liabilities and obligations of Subco.

         
      (ii)

    all rights, contracts, permits and interests of Strathmore will continue as rights, contracts, permits and interests of the Merged Company and all rights, contracts, permits and interest of Subco will become rights, contracts, permits and interests of the Merged Company as if Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Strathmore or Subco under any such rights, contracts, permits and interests;

         
      (iii)

    any existing cause of action, claim or liability to prosecution will be unaffected;

         
      (iv)

    a legal proceeding being prosecuted or pending by or against either Strathmore and Subco may be continued by or against the Merged Company;

         
      (v)

    a conviction against, or ruling, order or judgment in favour of or against either Strathmore or Subco may be enforced by or against the Merged Company;

         
      (vi)

    the articles and notice of articles of the Merged Company shall be substantially in the form of Strathmore’s articles and notice of articles;

         
      (vii)

    each Holder of Strathmore Shares will exchange its Strathmore Shares for EFI Common Shares based on the Exchange Ratio;

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      (viii)

    with respect to each Strathmore Share exchanged pursuant to Section 3.2(e)(vii):

           
      (A)

    the Holder of such Strathmore Share shall cease to be the holder of such Strathmore Share;

           
      (B)

    the Holder’s name will be removed from the central securities register of Strathmore with respect to such Strathmore Share;

           
      (C)

    the certificate representing such Strathmore Share shall be deemed to have been cancelled; and

           
      (D)

    the Holder of such Strathmore Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer and cancellation;

           
      (ix)

    each Holder of Strathmore RSUs will exchange its Strathmore RSUs for EFI Common Shares based on the Exchange Ratio for each one Strathmore RSU outstanding at the Effective Time;

           
      (x)

    with respect to each Strathmore RSU exchanged pursuant to Section 3.2(e)(vii)(ix):

           
      (A)

    the Holder of such Strathmore RSU shall cease to be the holder of such Strathmore RSU;

           
      (B)

    the Holder’s name will be removed from the central securities register of Strathmore with respect to such Strathmore RSU;

           
      (C)

    the certificate representing such Strathmore RSU shall be deemed to have been cancelled; and

           
      (D)

    the Holder of such Strathmore RSU shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer and cancellation;

           
      (xi)

    each currently outstanding Employee Strathmore Option will be exchanged for an EFI Replacement Option based on the Exchange Ratio, for the same exercise price as for one Strathmore Share, and on the same terms and conditions, as specified in the Employee Strathmore Option agreements. It is intended subsection 7(1.4) of the Tax Act apply to the above exchange of Employee Strathmore Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of an EFI Replacement Option will be increased such that the In-The-Money of the EFI Replacement Option after the exchange does not exceed the In-The-Money Amount of the Employee Strathmore Option immediately before the exchange. For holders of currently outstanding Employee Strathmore Options, the EFI Replacement Options issued to replace such Employee Strathmore Options shall include the same provisions with respect to the ability to exercise the EFI Replacement Option after the holder ceases to be a director, officer, employee or consultant of EFI that are in effect under the Stock Option Plan of Strathmore in effect on the Effective Date, subject to all necessary stock exchange acceptances (which EFI and Strathmore have covenanted to best efforts to obtain or effect). Upon delivery to a holder of an Employee Strathmore Option of a certificate or agreement representing the EFI Replacement Option issued in exchange for a currently outstanding Employee Strathmore Option, the Employee Strathmore Option shall be terminated and the holder of such Employee Strathmore Option shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such exchange and termination;

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      (xii)

    each currently outstanding Non-Employee Strathmore Option will be exchanged for an EFI Replacement Option based on the Exchange Ratio, for the same exercise price as for one Strathmore Share, and on the same terms and conditions, as specified in the Non- Employee Strathmore Option agreements. For holders of currently outstanding Non- Employee Strathmore Options, the EFI Replacement Options issued to replace such Non- Employee Strathmore Options shall include the same provisions with respect to the ability to exercise the EFI Replacement Option after the holder ceases to be a director, officer, employee or consultant of EFI that are in effect under the Stock Option Plan of Strathmore in effect on the Effective Date, subject to all necessary stock exchange acceptances (which EFI and Strathmore have covenanted to best efforts to obtain or effect). Upon delivery to a holder of a Non-Employee Strathmore Option of a certificate or agreement representing the EFI Replacement Option issued in exchange for a currently outstanding Non-Employee Strathmore Option, the Non-Employee Strathmore Option shall be terminated and the holder of such Non-Employee Strathmore Option shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such exchange and termination;

         
      (xiii)

    each currently outstanding Strathmore Warrant will be exchanged for an EFI Replacement Warrant based on the Exchange Ratio, for the same exercise price as for one Strathmore Share, and on the same terms and conditions, specified in the warrant indenture and/or warrant certificate governing the Strathmore Warrants. Upon delivery to a holder of a Strathmore Warrant of a certificate or agreement representing the EFI Replacement Warrant issued in exchange for a currently outstanding Strathmore Warrant, the Strathmore Warrant shall be terminated and the holder of such Strathmore Warrant shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such exchange and termination;

         
      (xiv)

    each Subco Share shall be cancelled and the holder thereof shall receive, for each such Subco Share, one common share in the capital of the Merged Company;

         
      (xv)

    the name of the Merged Company shall be “Strathmore Minerals Corp.”;

         
      (xvi)

    the address of the registered and records office of the Merged Company shall be Suite 1200, 200 Burrard Street, Vancouver, British Columbia V7X 1T2;

         
      (xvii)

    the Merged Company shall be authorized to issue an unlimited number of common shares without par value;

         
      (xviii)

    the notice of articles of the Merged Company shall be the Notice of Articles of Strathmore except that they will reflect the composition of the Board of Directors of the Merged Company as agreed between EFI and Strathmore;

         
      (xix)

    the articles of the Merged Company shall be the Articles of Strathmore, a copy of which is attached as Appendix I to this Plan of Arrangement;

         
      (xx)

    the first annual meeting of the Merged Company will be held within 18 months from the Effective Date; and

         
      (xxi)

    the first directors of the Merged Company following the merger shall be the persons set out in the notice of articles referred to in Section 3.2(e)(xviii),

    provided that none of the foregoing will occur or be deemed to occur unless all of the foregoing occurs.

    Section 3.3 On or immediately prior to the Effective Date, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the requisite EFI Payment Shares, required to be issued in accordance with the provisions of Section 3.2(e) hereof, which certificates shall be held by the Depositary as agent and nominee for former Strathmore shareholders for distribution to such former shareholders in accordance with the provisions of Article 5 hereof.

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    Section 3.4 On or within 10 business days of an applicable Employment Termination Obligation arising, EFI shall deliver or arrange to be delivered to the applicable Former Employee the Cancellation Consideration. For greater certainty, delivery of the Cancellation Consideration under this Plan of Arrangement shall constitute satisfaction of 50% of the Employment Termination Obligations to such Former Employee and the balance of the Employment Termination Obligations, if not previously satisfied, shall remain outstanding until so paid.

    Section 3.5 Any transfer of any securities pursuant to the Arrangement shall be free and clear of any hypothecs, liens, claims, encumbrances, charges, adverse interests or security interests.

    Section 3.6 No fractional securities shall be issued pursuant to any of the exchanges contemplated pursuant to Section 3.2 hereof. In the event the number of securities issuable pursuant to an exchange is not otherwise a whole number, the number of securities issuable shall be rounded to the nearest whole number (and if the fraction is 0.5, the number of securities issuable shall be rounded up to the next whole number).

    ARTICLE 4 - RIGHTS OF DISSENT

    Rights of Dissent

    Section 4.1 The Holders of Strathmore Shares may exercise rights of dissent conferred by the Interim Order in the manner set out in Section 242 of the Act, as modified by the Interim Order with respect to the Arrangement, provided that the notice of dissent is received by 11:00 a.m. (Vancouver time) on the date that is two business days prior to the date of the Strathmore Meeting. Without limiting the generality of the foregoing, Holders who duly exercise such rights of dissent and who are:

    (a)

    ultimately determined to be entitled to be paid by Strathmore the fair value for their Strathmore Shares shall be deemed to have had their Strathmore Shares cancelled on the Effective Date; or

       
    (b)

    ultimately determined not to be entitled to be paid their fair value for any reason for their Strathmore Shares shall be deemed to have participated in the Arrangement on the same basis as non-dissenting Holders of Strathmore Shares and shall receive EFI Payment Shares on the basis determined in accordance with Section 3.2(e)(vii) of this Plan of Arrangement.

    In no case shall EFI or Strathmore be required to recognize the Holders who are ultimately determined to be entitled to be paid the fair value of their Strathmore Shares as contemplated by Subsection 4.1(a) above as EFI shareholders at and after the Effective Time, and the names of such Holders shall be removed from EFI’s register of shareholders as of the Effective Time.

    ARTICLE 5 - CERTIFICATES AND DOCUMENTATION

    Entitlement to EFI Share Certificates

    Section 5.1 After the Effective Date, the former shareholders of Strathmore shall be entitled to receive certificates representing EFI Payment Shares on the basis set forth in Section 3.2(e) by complying with the requirements set forth in Section 5.5.

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    Entitlement to Options and Warrants of EFI

    Section 5.2 After the Effective Date and subject to Section 3.2, the holders of outstanding Strathmore Options and Strathmore Warrants shall be entitled to receive documentation evidencing EFI Replacement Options and EFI Replacement Warrants on the terms described in Section 3.2(e)(ix) and (xii), respectively.

    Letters of Transmittal

    Section 5.3 Promptly after the Effective Date, EFI shall forward (or cause to be forwarded), in accordance with the terms of this Arrangement, a letter of transmittal (the “ Share Letter of Transmittal ”) to each Holder of Strathmore Shares to which Section 3.2(e) applies, at the address of each shareholder as it appeared in the register of Strathmore, with instructions for obtaining delivery of certificates representing EFI Payment Shares.

    Promptly after the Effective Date, EFI shall forward (or cause to be forwarded) a letter of transmittal (the “ Warrant Letter of Transmittal ”) to each holder of Strathmore Warrants to which Section 3.2(e) applies, at the address of each such holder as it appears in Strathmore’s records, with instructions for obtaining delivery of certificates representing EFI Replacement Warrants. Certificates representing EFI Replacement Warrants shall be registered in the name or names and will be delivered by letter mail postage pre-paid or in the case of postal disruption, by such other means as EFI deems prudent, to such address or addresses as such warrantholder may direct in the Warrant Letter of Transmittal as soon as practical after the receipt by EFI of the documents required.

    Section 5.4 EFI shall forward (or cause to be forwarded) to each holder of Strathmore Options, at the address provided by Strathmore to EFI, agreements representing the EFI Replacement Options to which such holder is entitled promptly after the Effective Date.

    Procedure for Exchange of Certificates

    Section 5.5 A former shareholder of Strathmore must deliver, within six (6) years of the Effective Date, the following documents in order to receive certificate(s) for EFI Payment Shares issued to such shareholder under this Plan of Arrangement:

    (a) the certificate representing such shareholder’s Strathmore Shares to the Depositary or as the Depositary may otherwise direct in accordance with instructions contained in the Share Letter of Transmittal;

    (b) the duly completed Share Letter of Transmittal; and

    (c) such other documents as the Depositary may reasonably require.

    Certificates shall be registered in the name or names and will be delivered by letter mail postage pre-paid or in the case of postal disruption, by such other means as the Depositary deems prudent, to such address or addresses as such shareholder may direct in the Share Letter of Transmittal as soon as practical after the receipt by the Depositary of the documents required under this Section 5.5.

    Termination of Rights

    Section 5.6 Any certificates formerly representing Strathmore Shares that are not deposited with all other documents as provided in Section 5.5 on or before the sixth anniversary of the Effective Date shall cease to represent any right or claim of any kind or nature and the right of the former shareholder of such Strathmore Shares to receive certificates representing EFI Payment Shares and the EFI Payment Shares issued to such former Strathmore shareholder shall be deemed to be surrendered to EFI together with all dividends or distributions thereon held for such shareholder.

    B - 41


    Distribution

    Section 5.7 All dividends paid or distributions made in respect of the EFI Payment Shares for which a certificate formerly representing Strathmore Shares has not been deposited with all other documents as provided in Section 5.5 hereof, shall be paid and delivered to the Depositary to be held subject to Section 5.07 in trust for such shareholder, for delivery to the shareholder net of all withholding and other Taxes, upon delivery of the certificate in accordance with Section 5.5.

    Withholding Rights

    Section 5.8 The Merged Company, EFI, Subco, Strathmore and the Depositary shall be entitled to deduct and withhold from the consideration payable to any shareholder under this Arrangement such amounts as the Merged Company, EFI, Subco, or Strathmore or the Depositary is required, entitled or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, as amended (the “ Code ”) or any provision of any applicable federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

    United States Tax Matters

    Section 5.9 The merger of Subco and Strathmore as set for in this Plan of Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code and the Agreement and Plan of Arrangement is intended to be a plan of reorganization for purposes of the Code and applicable U.S. Treasury Regulations thereunder. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the Code, each party agrees to treat the transactions contemplated by the Agreement and this Plan of Arrangement as a reorganization in accordance with the provisions of Section 368(a) of the Code for United States federal income tax purposes and agrees to treat the Agreement and Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code, unless otherwise required by applicable law. Except as otherwise provided in this Agreement or the Plan of Arrangement, each party hereto agrees to act in a manner that is consistent with the parties’ intention that the said merger of Subco and Strathmore is treated as a reorganization within the meaning of Section 368(a) of the Code, and none of the parties will take any action that would cause the merger not to qualify as a reorganization in accordance with Section 368(a) of the Code. Notwithstanding the foregoing, none of EFI, Subco or Strathmore makes any representation or warranty to any other party or to any shareholder, holder of EFI Payment Shares or other holder of securities of Strathmore or EFI (including, without limitation, stock options, warrants or other similar rights) regarding the United States tax treatment of such transactions, including but not limited to whether such transactions will qualify as a tax deferred plan of reorganization for purposes of United States federal, state or local income tax. Strathmore, EFI and Subco acknowledge that EFI, Subco, Strathmore and the shareholders are relying solely on their own tax advisors in connection with the Agreement and this Plan of Arrangement and related transactions and agreements.

    Lost Certificates

    Section 5.10 In the event that any certificate which immediately prior to the Effective Time represented one or more outstanding Strathmore Shares which were exchanged for EFI Payment Shares in accordance with this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate representing the EFI Payment Shares which such holder is entitled to receive in accordance with Section 3.2 hereof. When authorizing such delivery of a certificate representing the EFI Payment Shares which such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom a certificate representing such EFI Payment Shares is to be delivered shall, as a condition precedent to the delivery of such EFI Payment Shares, give a bond satisfactory to EFI and the Depositary in such amount as EFI and the Depositary may direct, or otherwise indemnify EFI and the Depositary in a manner satisfactory to EFI and the Depositary, against any claim that may be made against EFI and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of EFI.

    B - 42


    ARTICLE 6 - AMENDMENT

    Plan of Arrangement Amendment

    Section 6.1 EFI and Strathmore reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that any such amendment, modification or supplement must be contained in a written document which is filed with the Court and, if made following the Strathmore Meeting, approved by the Court and communicated to the shareholders of Strathmore in the manner required by the Court (if applicable).

    Section 6.2 Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by EFI and Strathmore may be made at any time prior to or at the Strathmore Meeting with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Strathmore Meeting shall become part of this Plan of Arrangement for all purposes.

    Section 6.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Strathmore Meeting shall be effective only if it consented to by each of EFI and Strathmore.

    ARTICLE 7 - FURTHER ASSURANCES

    Further Assurances

    Section 7.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to document or evidence any of the transactions or events set out herein.

    B - 43


    Appendix I

    Articles of Strathmore

    INTENTIONALLY OMITTED

    A copy of the Articles of Strathmore, which will be the Articles of the Merged Company, are available on SEDAR at www.sedar.com, under Strathmore’s profile.

    B - 44


    Schedule “B” to the Arrangement Agreement

    EFI SHARE CAPITALIZATION

    Energy Fuels Inc.

    Share Capital Structure as of June 11, 2013

          Issue Date Expiry Date   # of shares Exercise Price
    ISSUED AND OUTSTANDING     706,151,358  
             
    OPTIONS – Directors, officers, employees, etc. 3 Feb 2009 4 Feb 2014 600,000 $0.35
      17 July 2009 17 Jul 2014 450,000 $0.35
      22 Oct 2009 22 Oct 2014 150,000 $0.35
      21 Jun 2010 21 Jun 2015 12,500 $0.155
      13 Jul 2010 13 Jul 2015 895,000 $0.20
      21 Jul 2010 21 Jul 2015 12,500 $0.17
      5 Aug 2010 5 Aug 2015 900,000 $0.30
      18 Oct 2010 18 Oct 2015 75,000 $0.62
      10 Nov 2010 10 Nov 2015 50,000 $0.71
      13 Apr 2011 13 Apr 2016 1,660,000 $0.51
      7 Mar 2012 7 March 2017 6,471,000 $0.31
      13 Aug 2012 13 Aug 2017 2,688,000 $0.23
      13 Aug 2012 1 Sep 2017 600,000 $0.23
      13 Aug 2012 17 Sep 2017 100,000 $0.23
      27 Aug 2012 27 Aug 2017 3,325,000 $0.23
      27 Aug 2012 27 Aug 2017 10,000,000 $0.23
      27 Aug 2012 27 Aug 2017 500,000 $0.23
      27 Aug 2012 1 Sep 2017 625,000 $0.23
      25 Jan 2013 25 Jan 2016 50,000 $0.18
      9 May 2013 10 May 2018 300,000 $0.14
    Agreement to Grant Options* TBD TBD 1,000,000 TBD
    Total Number of Options     30,464,000  
             
    WARRANTS 31 Mar 2011 31 Mar 2015 11,500,000 $0.65
      3 Aug 2011 3 Aug 2013 340,000 $0.31
      21 Jun 2012 22 Jun 2015 17,750,250 $0.27
    Total Number of Warrants     29,590,250  
             
    Common Shares Issuable upon conversion of Convertible Debentures 24 July 2012 30 June 2017 73,333,334 $0.30
    FULLY DILUTED NUMBER OF SHARES 839,538,942  
    * Up to 1,000,000 options to be issued at market price on the date of issue to be granted upon satisfactory completion of certain events per an advisory agreement dated October 2012.
    In addition to the foregoing, a completion fee of $600,000 is payable to EFI’s financial advisors upon completion of the Arrangement in common shares of EFI at a price equal to the 5 day VWAP of the Company’s common share as of the date of completion of the Arrangement, per an agreement dated March 13, 2013.

    B - 45


    Schedule “C” to the Arrangement Agreement

    STRATHMORE SHARE CAPITALIZATION

    Strathmore Minerals Corp.
    Share Capital Structure as of June 11, 2013

                                                                          Issue Date       Expiry Date # of shares Exercise Price
    ISSUED AND OUTSTANDING 124,673,285
             
    OPTIONS-Directors, officers, employees etc.*
                                                              26-Sep-2008 26-Sep-2013 150,000 $0.60
    10-Nov-2008 10-Nov-2013 3,875,000 $0.41
                                                            01-Feb-2011 01-Feb-2014 100,000 $1.30
                                                              17-Feb-2 17-Feb-2015 1,485,000 $0.65
                                                            17-Feb-2012 17-Feb-2015 400,000 $0.55
                                                            29-Nov-2010 29-Nov-2015 190,000 $1.30
                                                          23-Dec-2010 23-Dec-2015 1,280,000 $1.17
                                                            22-Feb-2012 22-Feb-2022 1,050,000 $0.56
                                                            26-Oct-2012 26-Oct-2022 1,600,000 $0.215
             
             
    Total Number of Options     10,130,000  
             
    RESTRICTED SHARE UNITS** 2,143,668
             
             
             
    FULLY DILUTED NUMBER OF SHARES 136,946,953  
    *Vesting removed upon change in control.
    ** Restricted Share Units will convert to Strathmore common shares and become fully vested and issued upon change in control.

    B - 46


    Schedules “D”, “E” and “F” to the Arrangement Agreement

    INTENTIONALLY OMITTED

     

     

    B - 47


    SCHEDULE C – FAIRNESS OPINION


    June 11, 2013

    The Board of Directors
    Energy Fuels Inc.
    2 Toronto Street, Suite 500
    Toronto, Ontario, M5C 2B6

    To the Board of Directors:

    Haywood Securities Inc. (the “ Advisor ” or “ Haywood Securities ”) understands that Energy Fuels Inc. (the “ Corporation ” and which term shall, to the extent required or appropriate in the context, include the affiliates of the Corporation) and Strathmore Minerals Corp. (“ Strathmore ”) have agreed to enter into a plan of arrangement transaction (the “ Transaction ”) pursuant to which all of the outstanding shares of Strathmore will be exchanged for common shares of the Corporation at the ratio of 1.47 of a share of the Corporation for every one Strathmore share held (the “ Exchange Ratio ”), as contemplated by the definitive agreement dated June 11, 2013 between the Corporation and Strathmore (the “ Definitive Agreement ” and which term shall include the schedules attached thereto). The Transaction will be described in detail in a management proxy circular (the “ Circular ”) to be prepared by the Corporation and sent to the shareholders of the Corporation.

    The Board of Directors of the Corporation (the “ Board of Directors ”) has engaged Haywood Securities to render an opinion (this “ Fairness Opinion ”) as to the fairness, from a financial point of view, of the consideration to be paid by the Corporation in connection with the Transaction. Haywood Securities has not prepared a valuation of either the Corporation, or Strathmore, or any of their respective securities or assets and this Fairness Opinion should not be construed as such.

    Engagement

    The Corporation initially contacted Haywood Securities regarding a potential advisory assignment in November 2012 and Haywood Securities was formally engaged by the Board of Directors pursuant to an agreement entered into on March 13, 2013 between the Corporation, Dundee Securities Ltd. and Haywood Securities (the “ Advisory Agreement ”). Under the Advisory Agreement, Haywood Securities agreed to render an opinion to the Board of Directors with respect to the fairness, from a financial point of view, of the consideration offered to Strathmore in connection with the Transaction. Following the review of the terms of the Transaction by Haywood Securities, Haywood Securities rendered its oral opinion to the Board of Directors as to the fairness, from a financial point of view, of the consideration offered to Strathmore in connection with the Transaction.

    The terms of the Advisory Agreement provide that Haywood Securities is to be paid fees for its services under the Advisory Agreement.

    C - 1


    Independence of Haywood Securities

    Haywood Securities is not an insider, associate, or affiliate of the Corporation or Strathmore or any of their respective associates or affiliates. Haywood Securities has not entered into any other agreements or arrangements with the Corporation or Strathmore or any of their affiliates with respect to any future dealings. Haywood Securities, however, acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of the Corporation and Strathmore or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it received or may receive compensation. As an investment dealer, Haywood Securities conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to the Corporation or Strathmore or the Transaction. During the 24 months prior to the engagement of Haywood Securities by the Corporation, Haywood Securities has participated in financings by the Corporation in which Haywood Securities acted as agent.

    Credentials of Haywood Securities

    Haywood Securities is one of Canada's leading independent investment dealers with operations in corporate finance, equity sales and trading and investment research. The opinion expressed herein is the opinion of Haywood Securities, and the individuals primarily responsible for preparing this opinion are professionals of Haywood Securities experienced in merger, acquisition, divestiture and fairness opinion matters.

    Scope of Review and Approach to Analysis

    In connection with rendering the Fairness Opinion, we have reviewed and relied upon, or carried out, among other things, the following:

      (a)

    reviewed the Definitive Agreement between the Corporation and Strathmore concerning the proposed Transaction;

         
      (b)

    reviewed the audited consolidated financial statements of the Corporation for the financial years ended September 30, 2011 and 2012;

         
      (c)

    reviewed the Management's Discussion and Analysis of the Corporation for the financial years ended September 30, 2011 and 2012;

         
      (d)

    reviewed the unaudited consolidated financial statements of the Corporation for the financial quarters ended June 30, 2012, December 31, 2012 and March 31, 2013;

         
      (e)

    reviewed the Management's Discussion and Analysis of the Corporation for the financial quarters ended June 30, 2012, December 31, 2012 and March 31, 2013;

         
      (f)

    reviewed the Annual Information Form of the Corporation for the financial year ended September 30, 2012;

         
      (g)

    reviewed the Corporation's Management Information Circular dated January 25, 2013;

         
      (h)

    reviewed the audited consolidated financial statements of Strathmore for the financial years ended December 31, 2011 and 2012;

    C - 2



      (i)

    reviewed the Management's Discussion and Analysis of Strathmore for the financial years ended December 31, 2011 and 2012;

         
      (j)

    reviewed the unaudited consolidated financial statements of Strathmore for the financial quarters ended June 30, 2012, September 30, 2012, and March 31, 2013;

         
      (k)

    reviewed the Management's Discussion and Analysis of Strathmore for the financial quarters ended June 30, 2012, September 30, 2012, and March 31, 2013;

         
      (l)

    reviewed Strathmore’s Management Information Circular dated May 28, 2013;

         
      (m)

    conducted discussions with management of the Corporation concerning the current business plan of Strathmore, its assets, its financial condition, its future business prospects and potential alternatives to the Transaction;

         
      (n)

    reviewed public information relating to the business, financial condition and trading history of each of the Corporation and Strathmore and other select public companies we considered relevant;

         
      (o)

    reviewed 43-101 compliant technical reports of each of the Corporation and Strathmore;

         
      (p)

    reviewed certain projected financial and operating information, including without limitation, operational forecasts including internal mine models (where applicable), and financial forecasts and budgets, which were prepared and provided by the Corporation and Strathmore;

         
      (q)

    reviewed certain internal documents, including without limitation, material contracts and reports, which were prepared and provided by the Corporation and Strathmore;

         
      (r)

    reviewed historical market prices and valuation multiples for the common shares of the Corporation and the common shares of Strathmore and compared such prices and multiples with those of certain publicly traded companies that we deemed relevant for the purposes of our analysis;

         
      (s)

    reviewed the financial results of the Corporation and Strathmore and compared them with publicly available financial data concerning certain publicly traded companies that we deemed to be relevant for the purposes of our analysis;

         
      (t)

    reviewed publicly available financial data for merger and acquisition transactions that we deemed comparable for the purposes of our analysis;

         
      (u)

    compared the consideration offered to Strathmore and its implied transaction value to the historical market prices of the common shares of Strathmore and the Corporation;

         
      (v)

    reviewed certain industry reports and statistics that we deemed relevant for purposes of our analysis;

         
      (w)

    reviewed and considered such other financial, market, technical and industry information, conducted such other investigations, analyses and discussions (including discussions with senior management, legal counsel to the Corporation and other third parties) as we considered relevant and appropriate in the circumstances.

    C - 3


    In our assessment, we considered several techniques and used a blended approach to determine our opinion on the Transaction. We based this Fairness Opinion upon a number of quantitative and qualitative factors.

    Haywood Securities has not, to the best of its knowledge, been denied access by the Corporation to any information under its control requested by Haywood Securities. Haywood Securities did not meet with the auditors of the Corporation or Strathmore and has assumed the accuracy and fair presentation of and relied upon the audited consolidated financial statements of each of the Corporation and Strathmore and the reports of the auditor thereon.

    Assumptions and Limitations

    With the approval and agreement of the Board of Directors, we have relied upon and assumed, without assuming responsibility or liability for independent verification, the completeness, accuracy and fair presentation of all financial information, business plans, financial analyses, forecasts and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Corporation or Strathmore, their respective subsidiaries, directors, officers, associates, affiliates, consultants, advisors and representatives relating to the Corporation, Strathmore, their respective subsidiaries, associates and affiliates, and to the Transaction. The Fairness Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to or, subject to the exercise of professional judgment, attempted to verify independently the completeness, accuracy or fair presentation of any such information, data, advice, opinions and representations. We have relied upon the due diligence review of Strathmore conducted by the Corporation and its external consultants and advisors. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Corporation or Strathmore under any provincial or federal laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or the facilities of the Corporation or Strathmore.

    With respect to any financial analyses, forecasts, projections, estimates and/or budgets provided to Haywood Securities and used in its analyses, Haywood Securities notes that projecting future results of any company is inherently subject to uncertainty. Haywood Securities has assumed, however, that such financial analyses, forecasts, projections, estimates and/or budgets were prepared using the assumptions identified therein and that such assumptions reflect the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Corporation and Strathmore to which such financial analyses, forecasts, projections, estimates and/or budgets relate. We express no view as to such financial analyses, forecasts, projections, estimates and/or budgets or the assumptions on which they were based.

    We have also assumed that the Transaction will have the tax consequences described in the Definitive Agreement. In preparing the Fairness Opinion, we have made several assumptions, including that all of the conditions required to complete the Transaction will be met and that the disclosure provided in the Circular with respect to the Corporation, Strathmore and their respective subsidiaries and affiliates and the Transaction will be accurate in all material respects.

    We have relied as to all legal matters relevant to rendering our opinion upon advice of counsel. We have further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Corporation or Strathmore or on the contemplated benefits of the Transaction.

    The Fairness Opinion is rendered as at the date hereof and on the basis of securities markets, economic and general business and financial conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Corporation as they are reflected in the information provided by the Corporation and as they were represented to us in our discussions with the management of the Corporation. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. We are expressing no opinion herein as to the price at which the common shares of the Corporation will trade at any future time. In our analyses and in connection with the preparation of the Fairness Opinion, we made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Haywood Securities and any party involved in the Transaction.

    C - 4


    We have not been asked to prepare and have not prepared a valuation of the Corporation, or Strathmore or any of the securities or assets thereof and our opinion should not be construed as a "formal valuation" (within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ).

    This Fairness Opinion is provided for the use of the Board of Directors of the Corporation only and may not be disclosed, referred or communicated to, or relied upon by, any third party without our prior written approval. Haywood Securities consents to the inclusion of this Fairness Opinion in the Circular. Haywood Securities disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to the attention of Haywood Securities after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Fairness Opinion after the date hereof, Haywood Securities reserves the right to change, modify or withdraw the Fairness Opinion.

    Haywood Securities believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying this Fairness Opinion. The preparation of an opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

    Fairness Conclusion

    Based on and subject to the foregoing and such other factors as Haywood Securities considered relevant, Haywood Securities is of the opinion that, as of the date hereof, the consideration to be paid by the Corporation in connection with the Transaction, is fair, from a financial point of view, to the Corporation.

    Yours truly,

    (Signed) “ Haywood Securities Inc.

    HAYWOOD SECURITIES INC.

    C - 5


    SCHEDULE D – PRO FORMA FINANCIAL STATEMENTS OF EFI

    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Financial Position as at March 31, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

                              Pro Forma Consolidated  

     

      Energy Fuels Inc.     Strathmore Minerals Corp.           Pro Forma     Energy Fuels Inc.  

     

      March 31, 2013     March 31, 2013     Note     Adjustments     March 31, 2013  

    ASSETS

                                 

     

                                 

    Current assets

                                 

     Cash and cash equivalents

    $  13,011   $  2,909     4 (e) $  2,882   $  18,802  

     Marketable securities

      478     -           -     478  

     Available for sale assets

      -     2,206           -     2,206  

     Trade and other receivables

      2,952     54           -     3,006  

     Inventories

      25,256     -           -     25,256  

     Prepaid expenses and other assets

      921     416           -     1,337  

     

      42,618     5,585           2,882     51,085  

    Non-current

                                 

     Property, plant and equipment

      139,623     60,343     4 (a)   (31,373 )   168,593  

     Investment in Virginia Energy

      4,182     -           -     4,182  

     Intangible assets

      10,196     -           -     10,196  

     Restricted cash

      28,468     898           -     29,366  

     

    $  225,087   $  66,826         $  (28,491 ) $  263,422  

     

                                 

    LIABILITIES & SHAREHOLDERS' EQUITY

                                 

     

                                 

    Current liabilities

                                 

     Accounts payable and accrued liabilities

    $  7,420   $  1,305     4 (b) $  2,370   $  11,095  

     Deferred revenue

      1,150     -           -     1,150  

     Current portion of long-term liabilities

                                 

         Decommissioning liability

      95     -           -     95  

         Loans and borrowings

      844     -           -     844  

     

      9,509     1,305           2,370     13,184  

    Non-current

                                 

     Long-term decommissioning liability

      15,847     -           -     15,847  

     Long-term loans and borrowings

      20,641     -           -     20,641  

     

      45,997     1,305           2,370     49,672  

     

                                 

    Shareholders' equity

                                 

     Capital stock

    $  183,360   $  77,613     4 (c) $  29,676   $  215,260  

     

                  4 (c)   510        

     

                  4 (b)   1,714        

     

                  4 (d)   (77,613 )      

     Contributed surplus

      19,810     10,027     4 (d)   (10,027 )   19,810  

     Share purchase warrants

      4,103     -           -     4,103  

     Deficit

      (27,614 )   (34,539 )   4 (d)   34,539     (27,614 )

     Accumulated other comprehensive loss

      (569 )   (115 )   4 (d)   115     (569 )

          Attributable to Shareholders

      179,090     52,986           (21,086 )   210,990  

          Non-controlling interests

      -     12,535     4 (a)   (9,775 )   2,760  

     

      179,090     65,521           (30,861 )   213,750  

     

    $  225,087   $  66,826         $  (28,491 ) $  263,422  

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    D - 1



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Income (Loss)
    For the Six Months Ended March 31, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except per share amounts)

     

            Strathmore Minerals                    

     

      Energy Fuels Inc.     Corp                    

     

      Six Months Ended     Six Months Ended           Pro Forma     Pro Forma Consolidated  

     

      March 31, 2013     March 31, 2013     Note     Adjustments     Energy Fuels Inc  

     

                                 

     

                                 

    REVENUES

    $  43,014   $   -         $   -   $  43,014  

     

                                 

    COST OF SALES

                                 

    Production cost of sales

      37,312     -           -     37,312  

    Impairment of inventories

      4,425     -           -     4,425  

    TOTAL COST OF SALES

      (41,737 )   -           -     (41,737 )

    GROSS PROFIT

      1,277     -           -     1,277  

    Other operating expenses

      (2,053 )   -           -     (2,053 )

    Selling, general and administrative expenses

      (9,195 )   (2,043 )         -     (11,238 )

    Finance income (expense)

      255     (229 )   4 (f)   100     126  

    Other income (expense)

      (288 )   -           -     (288 )

    NET LOSS BEFORE TAXES

      (10,004 )   (2,272 )   -     100     (12,176 )

    Income tax expense

      (8 )   -           -     (8 )

    NET LOSS FOR THE PERIOD

      (10,012 )   (2,272 )   -     100     (12,184 )

    Attributable to shareholders

      (10,012 )   (2,195 )         100     (12,107 )

    Non-controlling interests

      -     (77 )         -     (77 )

    NET LOSS FOR THE PERIOD

    $  (10,012 ) $  (2,272 )       $  100   $  (12,184 )

     

                                 

    LOSS PER COMMON SHARE

                                 

      BASIC AND DILUTED LOSS PER SHARE

    $  (0.01 )                   $  (0.01 )

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    D - 2



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Income (Loss)
    For the Year Ended September 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except per share amounts)

            Strathmore                                
              Minerals Corp     Titan Uranium Inc.     Denison Mines                    
        Energy Fuels Inc.     Year Ended     Period from October 1,     Holdings Corp                 Pro Forma  
        Year Ended     December 31,     2011 to February 29,     Period from October 1,           Pro Forma     Consolidated  
        September 30, 2012     2012     2012     2011 to June 30, 2012     Note     Adjustments     Energy Fuels Inc  
                                               
                                               

    REVENUES

    $  25,028   $   -   $   -   $ 69,267         $   -   $  94,295  

     

                                             

    COST OF SALES

                                             

    Production cost of sales

      21,855     -     -     59,998           -     81,853  

    TOTAL COST OF SALES

      (21,855 )   -     -     (59,998 )         -     (81,853 )

    GROSS PROFIT

      3,173     -     -     9,269           -     12,442  

    Selling, general and administrative expenses

      (11,443 )   (5,503 )   (1,337 )   (7,306 )   4 (f)   100     (25,489 )

    Finance income (expense)

      (1,869 )   (345 )   16     (883 )   4 (k)   (14 )   (657 )

     

                              4 (l)   1,062        

     

                              4 (m)   1,376        

    Impairment of assets

      (24,022 )   -     (959 )   (67,340 )   4 (i)   67,340     (24,981 )

    Impairment of goodwill

            -     -     (63,229 )   4 (h)   63,229     -  

    Transaction costs

      (4,890 )   -     -     -           -     (4,890 )

    Gain on purchase of Denison US Mining Division

      56,215     -     -     -     4 (g)   (56,215 )   -  

    Other income (loss)

      (191 )   -     421     (430 )   4 (j)   (243 )   (443 )

    NET INCOME (LOSS) BEFORE TAXES

      16,973     (5,848 )   (1,859 )   (129,919 )         76,635     (44,018 )

    Income tax expense

      -     -     -     (27 )         -     (27 )

    NET INCOME (LOSS) FOR THE YEAR

      16,973     (5,848 )   (1,859 )   (129,946 )         76,635     (44,045 )

    Attributable to shareholders

      16,973     (5,713 )   (1,859 )   (129,946 )         76,635     (43,910 )

    Non-controlling interests

      -     (135 )   -     -           -     (135 )

    NET INCOME (LOSS) FOR THE YEAR

    $  16,973   $  (5,848 ) $       (1,859 ) $   (129,946 )       $  76,635   $  (44,045 )

     

                                             

    INCOME (LOSS) PER COMMON SHARE

                                             

      BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

    $  0.06                                 $  (0.05 )

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    D - 3



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    1.

    BASIS OF PRESENTATION

           

    The unaudited pro forma condensed consolidated financial statements have been prepared in connection with the proposed acquisition (the “Acquisition”) of Strathmore Minerals Corp. (“Strathmore”) by Energy Fuels Inc. (“EFI” or the “Company”). The unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and give effect to the Acquisition pursuant to the assumptions described in Note 3 and 4 to these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated statement of financial position as at March 31, 2013 gives effect to the proposed Acquisition by EFI as if it had occurred as at March 31, 2013. The unaudited pro forma condensed consolidated statements of income (loss) for the six month period ended March 31, 2013 and year ended September 30, 2012 give effect to the proposed Acquisition as if it had occurred as at October 1, 2011. The unaudited pro forma condensed consolidated statement of income (loss) for the twelve month period ended September 30, 2012 also gives effect to the acquisition of Titan Uranium Inc (“Titan”) and Denison Mines Holdings Corp. (“DMHC”) by the Company as if they had occurred as at October 1, 2011.

           

    The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the proposed Acquisition or the acquisition of Titan and DMHC had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date. Any potential synergies that may be realized after consummation of the proposed Acquisition, if successful, have been excluded from the unaudited pro forma condensed consolidated financial statement information.

           

    The pro forma adjustments and allocations of the purchase price for Strathmore are based on preliminary estimates of the fair value of the consideration paid and the fair value of the assets acquired and liabilities to be assumed. The final purchase price allocation will be completed after the asset and liability valuations are finalized.

           

    In preparing the unaudited pro forma condensed consolidated statement of financial position and the unaudited pro forma condensed consolidated statements of income (loss), the following historical information, which was prepared in accordance with International financial reporting standards (“IFRS”), was used:

           
    1.

    Pro forma statement of financial position as at March 31, 2013 combines the unaudited condensed consolidated statement of financial position of EFI as at March 31, 2013 and the unaudited condensed consolidated statement of financial position of Strathmore as at March 31, 2013 (as disclosed in Strathmore’s March 31, 2013 financial report, which was translated to the U.S. dollar using the March 31, 2013 period end exchange rate of 1.0156).

           
    2.

    Pro forma statement of income (loss) for the year ended September 30, 2012:

           
    i.

    combines the audited consolidated statement of income (loss) of EFI for the year ended September 30, 2012 and the audited consolidated statement of income (loss) of Strathmore for the year ended December 31, 2012 (as disclosed in Strathmore’s December 31, 2012 financial report, which was translated to the U.S. dollar using the average exchange rate for the year ended December 31, 2012 of 0.9996;

           
    ii.

    makes adjustments to give effect to EFI’s acquisition of Titan Uranium Inc (“Titan”) as if it had occurred on October 1, 2011 and not March 1, 2012 when Titan was acquired. Titan’s condensed consolidated statements of income (loss) for the five months ended February 29, 2012 included in the pro forma statement of income (loss) was constructed by removing one month from Titan’s internal unaudited condensed consolidated statement of income (loss) for the six months ending on February 29, 2012. These statements were translated to the U.S. dollar for the period shown using the average exchange rate of 1.0160;

           
    iii.

    makes adjustments to give effect to EFI’s acquisition of Denison Mines Holdings Corp. (“DMHC”) as if it had occurred on October 1, 2011 and not June 29, 2012 when DMHC was acquired. The construction was based on DMHC’s internal unaudited condensed consolidated statement of income (loss) for the three- month period ended December 31, 2011 and the unaudited condensed consolidated statement of income (loss) for the three months ended March 31, 2012 and the internal unaudited condensed consolidated statement of income (loss) for the three months ended June 30, 2012.

    D - 4



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    1.

    BASIS OF PRESENTATION (continued)


    3.

    Pro forma statement of income (loss) for the six months ended March 31, 2013 combines the unaudited condensed consolidated statement of income (loss) of EFI for the six months ended March 31, 2013 and the unaudited condensed consolidated statement of income (loss) of Strathmore for the six months ended March 31, 2013. The financial statements of Strathmore for the six month period ended March 31, 2013 was derived by removing the nine months ended September 30, 2012 from the year ended December 31, 2012 and by adding the three months ended March 31, 2013 which was translated to the US dollar by using the average period exchange rate for six months ended March 31, 2013 of 0.9997. Consequently, the three months period ended December 31, 2012 is duplicated in both the year ended December 31, 2012 and the six month period ended March 31, 2013 financial statements.

       

    The summarized operating information about the duplicated three month period ended December 31, 2012 is as follows:.


          Strathmore Minerals Corp  
          Three months ended  
          December 31, 2012  
      Selling, general and administrative $  (1,004 )
      Finance income (loss)   (123 )
      NET LOSS FOR THE PERIOD   (1,127 )
         Attributable to shareholders   (1,085 )
         Non-controlling interests   (42 )

    The unaudited pro forma consolidated statement of financial position and the unaudited pro forma condensed consolidated statement of income (loss) should be read in conjunction with the above noted financial statements, including the notes thereto. Certain of Strathmore’s assets, liabilities, income and expenses have been reclassified to conform to EFI’s condensed consolidated financial statement presentation.

       
    2.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The accounting policies used in preparing the unaudited pro forma condensed consolidated financial statements are set out in EFI’s audited consolidated financial statements for the year ended September 30, 2012. In preparing the unaudited pro forma condensed consolidated financial statements, a review was undertaken by management to identify accounting policy differences where the impact was potentially material and could be reasonably estimated, to which none were identified. Accounting differences may be identified after consummation of the proposed Acquisition.

       
    3.

    SHARE ACQUISITION OF STRATHMORE

       

    On June 11, 2013 the Company and Strathmore entered into a definitive arrangement agreement (“Arrangement Agreement”) whereby it is proposed that EFI will acquire, by way of a plan of arrangement, all of the outstanding common shares of Strathmore. Upon closing of the Acquisition, Strathmore shareholders will receive 1.47 common shares of EFI for each whole common share of Strathmore and will own approximately 19.8% of the issued and outstanding common shares of EFI.

       

    The obligations of the Company and Strathmore to complete the Arrangement Agreement are subject to satisfactory completion of the following conditions:

    • Approval of the Acquisition by Strathmore shareholders;

    • Approval of the Acquisition by EFI shareholders;

    • Receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange;

    • Court approval of the plan of arrangement.

    The Arrangement Agreement contains customary deal protection mechanisms including a mutual break fee payable in certain events, as well as a non-solicitation provision and the right to match a superior proposal in favor of the Company.

    D - 5



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    3.

    SHARE ACQUISITION OF STRATHMORE (continued)

       

    The Acquisition has been accounted for as a purchase of assets and the assumption of liabilities by the Company. This transaction is not considered a business combination under IFRS 3 due to the stage of its mineral property projects.

       

    As at June 11, 2013, Strathmore had 124,673,285 common shares outstanding and 2,143,668 restricted share units that become fully vested and issued upon change in control. Accordingly, with the conversion ratio of 1.47 common shares of EFI for each whole common share of Strathmore the pro forma cost of the Acquisition is based on the fair value of the issuance of 186,420,921 EFI common shares at $0.165 Canadian dollars (“C$”) or US$0.162 per share.

       

    The value of the share consideration has been based on the closing price of the Company’s shares on June 11, 2013 (the effective date of presentation of the Acquisition for purposes of the unaudited pro forma condensed consolidated statement of financial position). The Company will value the share consideration component based on the closing price of the Company’s shares on the date the Acquisition closes, which may result in an increase or decrease in the consideration for accounting purposes.

       

    The pro forma allocation of the purchase price is based upon management’s preliminary estimates and certain assumptions with respect to the fair value associated with the assets to be acquired and the liabilities to be acquired. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed below in the assumed pro forma purchase price allocation as further analysis (including identification of intangible assets, if any, for which no amounts have been estimated and included in the preliminary amounts shown below) is completed. Consequently, the actual allocation of the purchase price is likely to result in different adjustments than those in the unaudited pro forma condensed consolidated statements. EFI will complete a full and detailed valuation of the Strathmore assets. Therefore, it is likely that the fair values of assets and liabilities acquired will vary from those shown below and the differences may be material.

       

    The preliminary purchase consideration assumed in these unaudited pro forma condensed consolidated financial statements is subject to change and is summarized as follows:


             
      FOOTNOTE 3.      
      Purchase consideration      
         Issuance of 183,269,729 common shares for replacement of Strathmore common shares $  29,676  
         Issuance of 3,151,192 common shares for replacement of Strathmore restricted share units   510  
         Estimated EFI transaction costs   2,394  
        $  32,580  
             
      Fair value of assets and liabilities acquired      
         Net working capital acquired $  5,472  
         Restricted cash   898  
         Property, plant and equipment (including $27,925 of mineral properties)   28,970  
         Non-controlling interests   (2,760 )
        $  32,580  

    The purchase consideration was allocated to the assets acquired and the liabilities assumed based upon their estimated fair value at the date of acquisition. A value of $27,925 was allocated to exploration and evaluation assets for the mineral interests. Any increase in the Company’s share price is expected to increase the amounts allocated to “Mineral properties” and conversely, any decrease in the share price will reduce the amount allocated to “Mineral properties.” According to the initial recognition exemption in IAS 12, Income Taxes, EFI does not recognize a deferred tax asset or liability arising from the acquired assets of Strathmore.

    D - 6



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    4.

    PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

       

    The unaudited pro forma condensed consolidated financial statements reflect the following adjustments to give effect to the acquisition as describe in Note 3:


      a.

    An adjustment of $31,373 to reflect the decrease in fair value of property, plant and equipment including mineral properties and an adjustment of $9,775 to reflect a decrease in the fair value of the non-controlling interest of the plant, property and equipment including mineral properties;

         
      b.

    Estimated costs and expenses of the transaction are $4,084 of which $2,370 will be settled in cash and $1,714 will be settled in EFI common shares, or 10,585,248 shares issued at C$0.165 per share or US$0.162 per share. The total estimated costs include $2,250 of expenses payable upon severance of Strathmore employees due to change in control provision under their officer and employment agreements.

         
     

    EFI’s portion of transaction cost is $2,394 and is included as a component of the purchase price. Strathmore’s portion of transaction cost is $1,690 which is disclosed as a liability payable on acquisition;

         
      c.

    The issuance of 183,269,729 common shares of EFI for the common shares of Strathmore at a fair value of $29,676 and the issuance of 3,151,192 common shares of EFI for the restricted share units of Strathmore at a fair value of $510 in connection with the Acquisition before transaction costs of $2,394;

         
      d.

    The elimination of the historical equity accounts of Strathmore;

         
      e.

    On June 28, 2013 Strathmore completed the sale of the Pine Tree-Reno Creek Royalty (the “Royalty”) to privately held AUC LLC (“AUC”) for $2,882 in cash net of $118 of expenses. The $2,882 net cash proceeds received by Strathmore is being held in accordance with an escrow agreement with Energy Fuels. Proceeds from the Royalty sale have been added to Strathmore’s working capital;

         
      f.

    An adjustment to eliminate Strathmore’s impairment of available for sale assets for $100;

         
      g.

    An adjustment of $56,215 to eliminate the gain on the purchase of DMHC;

         
      h.

    An adjustment of $63,229 to eliminate DMHC’s goodwill impairment related to its transaction with EFI;

         
      i.

    An adjustment of $67,340 to eliminate DMHC’s impairment of U.S. mining assets related to its transaction with EFI;

         
      j.

    An adjustment of $243 to eliminate DMHC’s intercompany-related consulting income related to Denison’s Mongolia projects;

         
      k.

    An adjustment of $14 to eliminate DMHC’s intercompany-related interest expense;

         
      l.

    An adjustment of 1,062 to eliminate DMHC’s intercompany-related interest expense; and

         
      m.

    An adjustment to give effect to the accrued interest on the convertible debt issued by EFI on July 24, 2012 as if it occurred on October 1, 2011 for $1,376;

    D - 7



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    5.

    PRO FORMA SHARES OUTSTANDING

       

    The average number of shares used in the computation of pro forma basic and diluted loss per share has been determined as follows:


          Six Months Ended     Year Ended  
          March 31, 2013     September 30, 2012  
      Weighted average shares outstanding of EFI   689,645,501     678,596,999  
      Shares issued to acquire Strathmore   186,420,921     186,420,921  
      Shares issued to settle transaction costs   10,585,248     10,585,248  
      Pro forma weighted average shares of EFI   886,651,670     875,603,168  

    6.

    PRIVATE PLACEMENT

       

    On June 13, 2013 the Company completed a brokered private placement offering (the "Private Placement") of units with a syndicate of underwriters. A total of 47,380,791 units were issued at a price of C$0.14 per unit for aggregate gross proceeds of C$6,633,310 ($6,525,187). Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole Warrant entitles the holder thereof to acquire one common share of the Company at a price of C$0.19 at any time until June 15, 2015. The Private Placement is not recognized within the unaudited Condensed Consolidated Pro Forma Financial Statements because the completion of the Private Placement was not conditional on the closing of the Acquisition.

    D - 8


    SCHEDULE E – SHARE CONSOLIDATION RESOLUTION

    SPECIAL RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC.
    (the “Corporation”)

    BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

    1.

    The Corporation is hereby authorized to amend its articles of incorporation to provide that:

         
    (a)

    the authorized capital of the Corporation is altered by consolidating all of the issued and outstanding common shares of the Corporation on the basis (the “Share Consolidation Ratio”) that such number of pre-consolidation common shares as shall be determined by the Board of Directors of the Corporation shall be consolidated into one post- consolidation common share, provided that the Share Consolidation Ratio shall not exceed twenty (20) pre-consolidation common shares for one (1) post-consolidation common share;

         
    (b)

    in the event that the Share Consolidation Ratio would otherwise result in the issuance to any shareholder of a fractional post-consolidation common share, no fractional post- consolidation common shares shall be issued and the number of post-consolidation common shares issuable to such shareholder shall be rounded down to the nearest whole number; and

         
    (c)

    the effective date and time of such consolidation shall be the date and time shown in the articles of amendment and certificate of amendment issued by the Director appointed under the Business Corporations Act (Ontario) or such other date and time indicated in the articles of amendment provided that, in any event, such date shall be prior to the next annual meeting of Shareholders.

         
    2.

    Any director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute, or to cause to be executed, whether under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments, and to do or cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to carry out the intent of this special resolution, including, without limitation, the determination of the effective date and time of the consolidation and the delivery of articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

         
    3.

    Notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the Shareholders of the Corporation, to revoke this special resolution at any time before a certificate of amendment is issued by the Director.

    E - 1



    Exhibit 99.110

    ENERGY FUELS INC.

    NOTICE OF SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD ON
    TUESDAY, AUGUST 13, 2013

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that a special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the offices of Borden Ladner Gervais LLP, 44 th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada on Tuesday, August 13, 2013 at 2:00 pm (Toronto time) for the following purposes:

    1.

    to consider and, if thought advisable, pass an ordinary resolution authorizing the issuance of common shares of the Corporation pursuant to an arrangement between the Corporation and Strathmore Minerals Corp. (“ Strathmore ”), pursuant to which, among other things, the Corporation will indirectly acquire all of the issued and outstanding common shares of Strathmore (each a “ Strathmore Common Share ”) and all of the issued and outstanding restricted share units of Strathmore (each a “ Strathmore RSU ”) on the basis of 1.47 common shares of the Corporation (as currently constituted) (each, an “ Existing EFI Share ”) for each whole Strathmore Common Share or Strathmore RSU, and will issue to the holders of stock options exercisable to purchase Strathmore Common Shares (each a “ Strathmore Option ”), 1.47 stock options exercisable to purchase EFI Common Shares for each Strathmore Option held, on the same terms and conditions as the Strathmore Options, as more particularly described in the management information circular dated July 15, 2013 of the Corporation (the “ Circular ”);

       
    2.

    to consider and, if thought advisable, pass a special resolution authorizing an amendment to the articles of the Corporation providing that the Existing EFI Shares be consolidated on the basis of up to twenty (20) Existing EFI Shares for one (1) new common share in the capital of the Corporation, as more particularly described in the Circular; and

       
    3.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CIBC Mellon Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, no later than 5:00 p.m. (Toronto time) on August 9, 2013, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated this 15 th day of July, 2013.

    BY ORDER OF THE BOARD

    (signed) “Stephen P. Antony”
    Stephen P. Antony, President
    and Chief Executive Officer



    Exhibit 99.111

    NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR
    FOR DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces Shareholder Approval of Acquisition of Strathmore Minerals Corp .

    Toronto, Ontario – August 13, 2013

    Energy Fuels Inc. (TSX : EFR) (OTCQX : EFRFF) (“Energy Fuels” or the “Company”) is pleased to announce that at a special meeting held today, shareholders of Energy Fuels overwhelmingly approved the previously announced acquisition of Strathmore Minerals Corp. (“ Strathmore ”) (TSX : STM) (OTCQX : STHJF) . As was previously announced on June 11, 2013, Energy Fuels and Strathmore have entered into a definitive arrangement agreement whereby Energy Fuels will acquire all of the issued and outstanding shares of Strathmore (the “Transaction” ) in exchange for Energy Fuels Shares, by way of a plan of arrangement (the “Arrangement” ). Details of the Transaction are set out in Energy Fuels’ management information circular dated July 15, 2012 (the “Circular” ), which is available under Energy

    Fuels’ profile on www.sedar.com .

    Of the votes cast at the Energy Fuels shareholder meeting, 99.31% were in favour of the Arrangement.

    Completion of the Arrangement is subject to satisfaction of various conditions, including the issuance of a final order approving the Arrangement by the Supreme Court of British Columbia. The hearing in respect of such final order is scheduled for August 21, 2013. The completion of the Transaction is also subject to satisfaction of certain customary conditions, including but not limited to, Strathmore shareholder approval and regulatory approval. Subject to satisfaction of such conditions, the effective time and date of the Transaction is expected to be at 11:59 (Eastern) on August 28, 2013.

    In addition, the shareholders of Energy Fuels were asked to authorize a share consolidation (the “Share Consolidation” ) as described in the Circular. Of the votes cast at the Energy Fuels shareholder meeting, 98.34% were in favour of the Share Consolidation. The Share Consolidation will be implemented at the discretion of the Board of Directors of the Company, but will not be implemented prior to completion of the Arrangement.

    About Energy Fuels Inc.

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.


    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this news release, including any information relating to the proposed Transaction between Energy Fuels and Strathmore, the benefits and synergies of the Transaction, future opportunities for the combined company and any other statements regarding Energy Fuels' future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond Energy Fuels' ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the Transaction; the conditions to the completion of the Transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the Transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; the volatility of the international marketplace; and other risk factors as described in Energy Fuels' most recent annual information form and annual and quarterly financial reports.

    Energy Fuels assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels' filings with the various provincial securities commissions which are available online at www.sedar.com . Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Energy Fuels relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    Contact Information:

    Energy Fuels Inc.
    Curtis Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com



    Exhibit 99.112






    Exhibit 99.113

    ENERGY FUELS INC.
    (the “Corporation”)

    Report of Voting Results

    In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations , the Corporation hereby advises of the results of the voting on the matters submitted to the Special Meeting (the “ Meeting ”) of shareholders of the Corporation (the “ Shareholders ”) held on Tuesday August 13, 2013. At the Meeting, the Shareholders were asked to consider certain matters outlined in the Notice of Special Meeting and Management Information Circular dated July 15, 2013 (the “ Management Information Circular ”).

    The matters voted upon at the Meeting and the results of the voting were as follows:

    SPECIAL BUSINESS OUTCOME
    OF VOTE
    VOTES BY BALLOT
    Votes For Votes
    Against
    Votes
    Withheld
    1. The approval of the Arrangement Resolution as defined in the Management Information Circular. Carried 187,104,456
    (99.31%)
    1,308,354
    (0.69%)
    -
    3. The approval of the Share Consolidation Resolution as defined in the Management Information Circular. Carried 185,292,676
    (98.34%)
    3,120,133
    (1.66%)
    -

    DATED this 13 th day of August, 2013

    ENERGY FUELS INC.

    Per (signed) “David C. Frydenlund”
          
    David C. Frydenlund, Corporate Secretary



    Exhibit 99.114

    Suite 500 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727

    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces 3 rd Quarter FY-2013 Quarterly Results

    Toronto, Ontario – August 14, 2013

    Energy Fuels Inc . (TSX : EFR) (“Energy Fuels” or the “Company”) today reported its financial results for the three and nine months ended June 30, 2013. The Company’s Quarterly Consolidated Financial Statements, along with Management’s Discussion and Analysis, have been filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be viewed at www.sedar.com . Unless noted otherwise, all dollar amounts are in US dollars.

    Selected Summary Financial Information

        As at June 30,     As at September 30,  
       $000's   2013     2012  
       Financial Position:            
        Working Capital $  33,785   $  41,934  
        Property, plant and equipment $  127,494   $  119,524  
        Total assets $  207,729   $  223,844  
        Total long-term liabilities $  34,060   $  37,921  

        Three months ended     Nine months ended  
       $000, except per share data   June 30, 2013     June 30, 2013  
       Results of Operations:            
        Total revenues $  4,954   $  47,968  
        Net Income (loss) $  (5,532 ) $  (13,478 )
        Basic & diluted net income (loss per share) $  (0.01 ) $  (0.02 )

    Financial and Operational Highlights for the Quarter-ended June 30, 2013 (“Q3 - 2013”) :

  •  
  • Sold 50,000 pounds of U 3 O 8 , all of which was pursuant to term contracts at an average realized price of $58.75 per pound.
  •  
  • Sold 315,000 pounds of V 2 O 5 at an average realized price of $6.21 per pound.
  •  
  • Production at the White Mesa Mill totaled 511,000 pounds of U 3 O 8 and 490,000 pounds of V 2 O 5 . U 3 O 8 production included 95,000 pounds of U 3 O 8 from alternate feed materials and 416,000 pounds of U 3 O 8 from conventional ore, primarily from the Company’s Beaver, Pandora, Arizona 1 and Daneros mines.
  •  
  • As of June 30, 2013, the Company had working capital of $33.8 million, including cash and cash equivalents of $7.9 million, marketable securities of $0.2 million and 502,000 pounds of uranium concentrate inventory which, based on spot market prices as of June 30, 2013, had a market value of $19.9 million.
  •  
  • On June 11, 2013, Energy Fuels and Strathmore Minerals Corp. (“Strathmore”) entered into a definitive arrangement agreement whereby Energy Fuels will acquire by way of a plan of arrangement in accordance with the Business Corporations Act (British Columbia) all of the issued and outstanding shares of Strathmore (the “Transaction”). The Transaction is expected to create value for both companies’ shareholders as a result of significant operating synergies as outlined in the May 24, 2013 joint press release. Korea Electric Power Corporation (“KEPCO”), the largest shareholder of both Energy Fuels and Strathmore, has signed support agreements agreeing to vote their shares of both companies in favour of the Transaction. The shareholders of Energy Fuels approved the Transaction at a special meeting held on August 13, 2013. The shareholders of Strathmore will be asked to approve the Transaction at a special meeting to be held on August 20, 2013.



  •  
  • On June 13, 2013, the Company announced the completion of a Cdn$6.6 Million bought deal private placement. A total of 47,380,791 units were issued at a price of Cdn$0.14 per unit. After strong investor interest, the offering was increased from the previously announced maximum of Cdn$5.8 million. Each unit consists of one common share of the Company and one-half of one common share purchase warrant, entitling the holder thereof to acquire one common share of the Company at a price of Cdn$0.19 at any time until June 15, 2015.

    Energy Fuels Outlook for the Fiscal Year Ended September 30, 2013 (“FY - 2013”)

    Energy Fuels continues to pursue its corporate strategy which balances prudent, measured operations during the current uranium price environment, while concurrently positioning the Company to realize the economic benefits of anticipated improvements in the price of uranium through select development expenditures and care and maintenance activities. Energy Fuels believes the long-term uranium market outlook remains positive (as outlined below in Market Outlook for FY-2013) and is supported by strong supply and demand fundamentals within the sector. However, the Company believes that near- to medium- term uncertainty in the market could lead to continued sluggishness in uranium prices.

    Energy Fuels remains focused on its relatively lower cost sources of production from its Arizona Strip mines and alternate feed materials. These production sources, along with the Company’s existing uranium concentrate inventories, will provide Energy Fuels with the U 3 O 8 required for near-term deliveries pursuant to its term contracts. By doing so, the Company aims to maximize its realized sales price per pound of U 3 O 8 and minimize its marginal cash cost of production.

    During the quarter-ended March 31, 2013, the Company determined that it could realize production efficiencies by milling its entire stockpile of conventional ore during Q3-2013, and therefore the Company completed the processing of essentially all stockpiled ore in June 2013. The Company`s stockpile of conventional ore is currently being replenished with mined ore from its Arizona 1 and Pinenut mines (Pinenut commenced production in July 2013), and the Company currently expects to resume conventional ore processing during the second half of FY-2014. The processing of alternate feed materials is currently expected to continue through the remainder of FY-2013 and into the fiscal year ended September 30, 2014 (“FY 2014”). Mining activities are expected to continue on the Arizona Strip at the Arizona 1 and Pinenut mines for the remainder of FY-2013 and into FY-2014.

    Energy Fuels expects improvements in the uranium price over the medium to long-term and is maintaining, and selectively growing, its asset base in a manner that positions the Company to realize the associated economic benefits of a higher uranium price. At the same time, the Company is regularly monitoring market conditions and adjusting growth plans accordingly. Consistent with this strategy, Energy Fuels expects to complete the acquisition of Strathmore on August 28 th , 2013. Energy Fuels believes the Transaction will result in significant value creation for the shareholders of both companies, through numerous synergies between the companies’ assets in the Colorado Plateau district and in Wyoming. In addition, the Transaction offers the Company the opportunity to further its relationship with KEPCO, including the appointment of a director, nominated by KEPCO, to join Energy Fuels’ board of directors. Energy Fuels believes that KEPCO is a global leader in the nuclear power sector.


    Following the closing of the Transaction, Energy Fuels also looks forward to working with Sumitomo Corporation of Japan, Strathmore`s joint venture partner at the Roca Honda uranium project (“Roca Honda”) in New Mexico. Roca Honda is one of the largest and highest grade uranium development projects in the US. Energy Fuels believes that operational synergies can be realized by utilizing Energy Fuels` White Mesa Mill to process ore from Roca Honda, thereby negating the need to permit and develop a new uranium mill in New Mexico.

    Development of the Canyon mine in Arizona continued through Q3-2013. Permitting at the Sheep Mountain Project also continued through Q3-2013, advancing a second potential major production center for the Company. Following the closing of the acquisition of Strathmore, Energy Fuels will evaluate the co-development of Sheep Mountain in conjunction with Strathmore’s Gas Hills and Juniper Ridge uranium projects in Wyoming. Energy Fuels is confident that operational synergies can be realized through this co-development strategy. The Company is also pursuing potential new supplies of alternate feed materials for the White Mesa Mill (which carry no mining costs), and will continue to evaluate additional toll milling and/or ore purchase agreements with third-parties who own uranium properties within trucking distance of the White Mesa Mill. Energy Fuels will also continue to evaluate growth through accretive acquisitions.

    As outlined below, Energy Fuels provides the following updated outlook for FY-2013 and provides the following outlook for uranium sales and production for the quarter-ended September 30, 2013 (“Q4-2013”):

  •  
  • FY-2013 Sales : As previously announced, the Company expects to sell 997,000 pounds of U 3 O 8 during FY-2013, of which 957,000 pounds is expected to be sold under term contracts and the remainder sold into the spot market. Vanadium sales are estimated to be 1,537,000 pounds of V 2 O 5 , or equivalent in the form of ferrovanadium, during FY-2013.

  •  
  • Q4-2013 Sales: The Company expects to sell 257,000 pounds U 3 O 8 during Q4-2013, all of which will be sold pursuant to term contracts.

  •  
  • FY-2013 Production : The Company expects to produce approximately 1,150,000 pounds of U 3 O 8 during FY-2013, from both conventional ore and alternate feed sources. Conventional ore production includes ore mined from the Beaver, Pandora, Arizona 1 and Daneros mines. Given the processing of Beaver and Pandora ores, Energy Fuels also anticipates production of 1,537,000 pounds of V 2 O 5 in FY-2013.

  •  
  • Q4-2013 Production : The Company expects to produce 125,000 pounds of U 3 O 8 during Q4-2013, sourced from alternate feed materials.

  •  
  • FY-2013 Mining Activities : As previously announced, mining on the Arizona Strip is expected to continue during FY-2013 at the Arizona 1 and Pinenut mines. Effective October 17, 2012, the Company placed the Daneros and Beaver mines on standby. In addition, the Pandora mine was placed on standby in December 2012.

  •  
  • FY-2013 Project Development : Energy Fuels plans to selectively invest in high priority development projects and maintain general permitting and exploration activities during FY-2013. During Q3-2013, the Company continued development of the Canyon mine in Arizona. The Company anticipates development expenditures at the Canyon mine to be $3.9 million to $4.4 million during FY-2013. In addition, Energy Fuels continued permitting activities at the Sheep Mountain Project in Wyoming during Q3-2013, at an anticipated cost of approximately $1.1 million during FY- 2013. The Company expects other permitting and explorat i on expenditures to be approximately $1.8 million for FY-2013.



    Market Outlook for FY-2013

    Near- to medium- term uncertainty continues to lead to sluggishness in the uranium market. However, despite low contract volumes, uranium prices were relatively stable during Q3-2013. According to price data from TradeTech, the uranium term price remained at $57.00/lb. , while the spot price of uranium dropped $2.70/lb. from $42.25/lb. at the end of the prior quarter, to close on June 30 at $39.55/lb. Although the spot price dropped to $35.00/lb on July 31, it has since rebounded to $35.75 as of August 9, 2013. TradeTech’s long-term price indicator dropped from $57.00/lb to $54.00/lb during that same period. The continued shutdown of Japanese reactors and the resulting build-up in inventories and lack of demand are largely responsible for this continued market sluggishness. The anticipated restart of those reactors is expected to be an important catalyst to the market.

    In spite of the near- to medium-term uncertainty in the market, long-term demand fundamentals within the uranium sector remain strong. China, Russia, India, South Korea, the U.S., the UAE and Brazil continue to construct nuclear power plants. The World Nuclear Association reports that there are now 68 nuclear reactors under construction, an increase of 2 units from the prior quarter, and 478 nuclear reactors planned or proposed. The 68 reactors under construction will require about 100 million lbs. of U 3 O 8 for initial cores and an additional 35 million lbs. of U 3 O 8 annually, once they are generating. China and India plan to begin operation at eight nuclear reactors this year.

    Although long-term fundamentals continue to be strong, Energy Fuels believes near-to medium- term uncertainty could continue to lead to sluggishness in the market, particularly during the summer months, when market activity is typically low. However, despite the challenging industry environment, Energy Fuels believes it is well positioned to execute the Company’s business plan, and to be able to respond rapidly and aggressively to improved uranium prices.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The Company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “ha ve the potential to” . All statements, other than statements of historical fact, included herein are generally considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.115  

    Energy Fuels and Strathmore Provide Update on Energy Fuels’ Acquisition of Strathmore Minerals

    Toronto, Ontario – August 27, 2013

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) and Strathmore Mineral Corp. (“Strathmore”) (TSX : STM) (OTCQX : STHJF) today provided an update regarding the previously announced transaction (the “Transaction”) whereby Energy Fuels proposes to acquire all of the issued and outstanding shares of Strathmore Minerals Corp. by way of a plan of arrangement (the “Arrangement”).

    On Wednesday, August 21, 2013, the Supreme Court of British Columbia (the “Court”) issued its Final Order in respect of the Transaction in accordance with the Business Corporations Act (British Columbia). In its Final Order, the Court approved the Arrangement, holding that the Arrangement is procedurally and substantively fair and reasonable to holders of Strathmore common shares, options and restricted stock units.

    Today, the Company received a clearance letter (the “Clearance Letter”) from the Committee on Foreign Investment in the United States (“CFIUS”). The Clearance Letter was issued by CFIUS following a 30-day review pursuant to a joint notice submitted by Energy Fuels and Strathmore. Issuance of the Clearance Letter is an important regulatory milestone required for the closing of the Transaction.

    As a result of the Final Order and today’s receipt of the Clearance Letter, Energy Fuels expects to complete the Transaction at 11:59 p.m. (Eastern) on August 30, 2013, subject to the satisfaction of certain customary closing conditions. The Company had previously announced that it expected the Transaction to be completed on August 28, 2013.

    About Energy Fuels : Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .

    About Strathmore: Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States. Headquartered in Vancouver, British Columbia with a branch administrative office in Kelowna, the company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico.

    Additional information about Strathmore Minerals Corp. is available by visiting Strathmore's website at www.strathmoreminerals.com or under its profile on SEDAR at www.sedar.com .


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, Strathmore and their projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein including the proposed closing date are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or Strathmore to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012 or Strathmore’s Annual Information Form dated March 27, 2013, which is available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release, and the Company and Strathmore disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    Contact Information:

    Energy Fuels Inc.
    Curtis Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com

    Strathmore Minerals Corp.
    Craig Christy
    Investor Relations
    Toll free: 1-800-647-3303
    info@strathmoreminerals.com
    www.strathmoreminerals.com



    Exhibit 99.116

    Energy Fuels and Strathmore Announce Completion of Acquisition of Strathmore and Conference Call to Update Shareholders

    Toronto, Ontario – September 3, 2013

    Energy Fuels Inc. (TSX: EFR) (OTCQX: EFRFF) (“Energy Fuels” or the “Company”) and Strathmore Minerals Corp. (“Strathmore”) (TSX: STM) (OTCQX: STHJF) are pleased to announce the completion of the Company’s acquisition of Strathmore. In this previously announced transaction, Energy Fuels acquired, by way of a plan of arrangement (the “Arrangement”), all of the issued and outstanding shares of Strathmore. The Arrangement was completed under the Business Corporations Act (British Columbia) and was previously approved by the Supreme Court of British Columbia. Under the Arrangement, which took effect at 11:59 p.m. (Toronto time) on August 30, 2013 (the “Closing”), Strathmore shareholders received 1.47 common shares of Energy Fuels for each common share of Strathmore held, and now own approximately 19.5% of the common shares of Energy Fuels currently outstanding.

    Also effective as of the Closing, Energy Fuels increased the size of its board of directors to eleven (11) directors. Steven Khan, the former President and a Director of Strathmore, and Eun Ho Cheong, the Vice President Overseas Resources Project Development for Korea Electric Power Corporation (“KEPCO”), have been appointed as directors.

    Stephen P. Antony, President and CEO of Energy Fuels commented: “Energy Fuels’ acquisition of Strathmore Minerals is an important step toward achieving our goal of becoming the dominant uranium producer within the US, which is the world`s largest nuclear power market and heavily dependent on imported uranium for over 90% of its supply requirements. Energy Fuels possesses a large, unique portfolio of US uranium assets, which should grow in strategic importance, as we believe the US will increasingly focus on secure, domestic energy supplies. In my opinion, the need for a secure, domestic supplier of uranium for the US market will be underscored following the expiration later this year of the US-Russia HEU agreement, which currently provides approximately half of the uranium supply imported into the US. In the past 15 months, we have grown to become the second largest uranium producer in the U.S., with expected production of approximately 1.15 million lbs. of U 3 O 8 during FY-2013. Furthermore, I believe Energy Fuels now has the potential over time to increase our production, as market conditions warrant, to four to five times current FY-2013 levels, which I believe would represent industry leading production growth potential on a global scale. I am very excited about the future prospects for Energy Fuels and our shareholders, and I look forward to sharing the reasons for my enthusiasm with fellow shareholders on a conference call later this week.”

    On August 13, 2013, the shareholders of Energy Fuels approved the acquisition of Strathmore and a share consolidation as described in Energy Fuels’ management information circular dated July 15, 2013, with approval levels being in excess of 99% and 98% respectively. The share consolidation has not been implemented by the Company’s Board of Directors. However, it remains an important, required component of Energy Fuels’ strategy of listing on a recognized US stock exchange, which we believe will benefit the Company’s shareholders by improving access to institutional and retail investors and increasing the trading liquidity of Energy Fuels’ common shares in terms of value traded. Notwithstanding the fact that Energy Fuels’ common shares have been among the top-performing uranium stocks during the past four months, with the Company’s common shares recently trading at and around a 52 week high, the Company continues to evaluate and refine its corporate branding and capital markets strategies in order to further enhance value for its shareholders. To this end, the Company is considering a number of initiatives aimed at strengthening the Company’s corporate brand and capital markets profile, including a modification to the share consolidation ratio and other potential changes, which the Company currently expects to place before the shareholders for approval at a special meeting of shareholders to be held in late October, 2013. Details of such initiatives will be provided in the coming weeks.


    Conference Call Friday, September 6 th , 2013 at 1pm Eastern Time

    Energy Fuels will host a conference call and webcast to update its shareholders and other interested parties on recent developments and ongoing corporate initiatives on Friday, September 6, 2013 at 1pm Eastern Time, details of which will be forthcoming within the next couple of days. An investor presentation, which will be discussed on the conference call and webcast, will also be available on Energy Fuels’ website, approximately one hour prior to the commencement of the live conference call and webcast.

    A replay of the conference call and archived version of the webcast will be made available until September 20, 2013. Investors will be able to listen to the replay and access the webcast, which will be archived on the Company’s website.

    About Energy Fuels: Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The Company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .

    About Strathmore: Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States, which is now wholly-owned by Energy Fuels Inc.

    Additional information about Strathmore Minerals Corp. is available by visiting Strathmore's website at www.strathmoreminerals.comor under its profile on SEDAR at www.sedar.com.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, Strathmore and their projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or Strathmore to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012 or Strathmore’s Annual Information Form dated March 27, 2013, which are available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Forward-looking statements contained herein are made as of the date of this news release and the Company and Strathmore disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc. and Strathmore Minerals Corp.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.117

    Form 51-102F3
    MATERIAL CHANGE REPORT

    Item 1. Name and Address of Reporting Issuer
       
      Energy Fuels Inc. (the “ Company ”)
      2 Toronto Street, Suite 500
      Toronto, Ontario
      M5C 2B6

    Item 2. Date of Material Change
       
      August 30, 2013
       
    Item 3. News Release

    The news release attached hereto as Schedule “A” was disseminated via Marketwire on September 3, 2013.

    Item 4. Summary of Material Change

    On September 3, 2013, the Company announced the completion of its previously announced statutory plan of arrangement (the “ Arrangement ”) pursuant to which the Company acquired all of the issued and outstanding common shares of Strathmore Minerals Corp. (“ Strathmore ”).

    Item 5. 5.1 - Full Description of Material Change

    On September 3, 2013, the Company announced the completion of the Arrangement, pursuant to which the Company acquired all of the issued and outstanding shares of Strathmore. The Arrangement was completed pursuant to the Business Corporations Act (British Columbia) and was approved by: i) the Supreme Court of British Columbia pursuant to a final order dated August 21, 2013; ii) the Company’s shareholders on August 13, 2013; and iii) Strathmore’s shareholders on August 20, 2013.

    Pursuant to the Arrangement, which took effect at 11:59 p.m. (Toronto time) on August 30, 2013 (the “ Closing ”), Strathmore shareholders received 1.47 common shares of the Company for each common share of Strathmore held, and now own approximately 19.5% of the common shares of the Company currently outstanding.

    Also effective as of the Closing, the Company increased the size of its board of directors to eleven (11) directors. Steven Khan, the former President and Director of Strathmore, and Eun Ho Cheong, Vice President Overseas Resources Project Development for Korea Electric Power Corporation (KEPCO) have been appointed as directors of the Company.


    - 2 -

    5.2 – Disclosure for Restructuring Transactions

    Not applicable.

    Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

    Not applicable.

    Item 7. Omitted Information

    No information has been omitted from this material change report on the basis that it is confidential information.

    Item 8. Executive Officer

    The following executive officer of the Corporation is knowledgeable about the material change:

    Graham Moylan
    Chief Financial Officer
    (416) 845-6977

    Item 9. Date of Report

    This Material Change Report is dated as of September 5, 2013.


    Schedule “A”

    Energy Fuels and Strathmore Announce Completion of Acquisition of Strathmore and Conference Call to Update Shareholders

    Toronto, Ontario – September 3, 2013

    Energy Fuels Inc. (TSX: EFR) (OTCQX: EFRFF) (“Energy Fuels” or the “Company”) and Strathmore Minerals Corp. (“Strathmore”) (TSX: STM) (OTCQX: STHJF) are pleased to announce the completion of the Company’s acquisition of Strathmore. In this previously announced transaction, Energy Fuels acquired, by way of a plan of arrangement (the “Arrangement”), all of the issued and outstanding shares of Strathmore. The Arrangement was completed under the Business Corporations Act (British Columbia) and was previously approved by the Supreme Court of British Columbia. Under the Arrangement, which took effect at 11:59 p.m. (Toronto time) on August 30, 2013 (the “Closing”), Strathmore shareholders received 1.47 common shares of Energy Fuels for each common share of Strathmore held, and now own approximately 19.5% of the common shares of Energy Fuels currently outstanding.

    Also effective as of the Closing, Energy Fuels increased the size of its board of directors to eleven (11) directors. Steven Khan, the former President and a Director of Strathmore, and Eun Ho Cheong, the Vice President Overseas Resources Project Development for Korea Electric Power Corporation (“KEPCO”), have been appointed as directors.

    Stephen P. Antony, President and CEO of Energy Fuels commented: “Energy Fuels’ acquisition of Strathmore Minerals is an important step toward achieving our goal of becoming the dominant uranium producer within the US, which is the world`s largest nuclear power market and heavily dependent on imported uranium for over 90% of its supply requirements. Energy Fuels possesses a large, unique portfolio of US uranium assets, which should grow in strategic importance, as we believe the US will increasingly focus on secure, domestic energy supplies. In my opinion, the need for a secure, domestic supplier of uranium for the US market will be underscored following the expiration later this year of the US-Russia HEU agreement, which currently provides approximately half of the uranium supply imported into the US. In the past 15 months, we have grown to become the second largest uranium producer in the U.S., with expected production of approximately 1.15 million lbs. of U 3 O 8 during FY-2013. Furthermore, I believe Energy Fuels now has the potential over time to increase our production, as market conditions warrant, to four to five times current FY-2013 levels, which I believe would represent industry leading production growth potential on a global scale. I am very excited about the future prospects for Energy Fuels and our shareholders, and I look forward to sharing the reasons for my enthusiasm with fellow shareholders on a conference call later this week.”

    On August 13, 2013, the shareholders of Energy Fuels approved the acquisition of Strathmore and a share consolidation as described in Energy Fuels’ management information circular dated July 15, 2013, with approval levels being in excess of 99% and 98% respectively. The share consolidation has not been implemented by the Company’s Board of Directors. However, it remains an important, required component of Energy Fuels’ strategy of listing on a recognized US stock exchange, which we believe will benefit the Company’s shareholders by improving access to institutional and retail investors and increasing the trading liquidity of Energy Fuels’ common shares in terms of value traded. Notwithstanding the fact that Energy Fuels’ common shares have been among the top-performing uranium stocks during the past four months, with the Company’s common shares recently trading at and around a 52 week high, the Company continues to evaluate and refine its corporate branding and capital markets strategies in order to further enhance value for its shareholders. To this end, the Company is considering a number of initiatives aimed at strengthening the Company’s corporate brand and capital markets profile, including a modification to the share consolidation ratio and other potential changes, which the Company currently expects to place before the shareholders for approval at a special meeting of shareholders to be held in late October, 2013. Details of such initiatives will be provided in the coming weeks.


    Conference Call Friday, September 6 th , 2013 at 1pm Eastern Time

    Energy Fuels will host a conference call and webcast to update its shareholders and other interested parties on recent developments and ongoing corporate initiatives on Friday, September 6, 2013 at 1pm Eastern Time, details of which will be forthcoming within the next couple of days. An investor presentation, which will be discussed on the conference call and webcast, will also be available on Energy Fuels’ website, approximately one hour prior to the commencement of the live conference call and webcast.

    A replay of the conference call and archived version of the webcast will be made available until September 20, 2013. Investors will be able to listen to the replay and access the webcast, which will be archived on the Company’s website.

    About Energy Fuels : Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S., and is also a significant producer of vanadium. The Company operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S., capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com.

    About Strathmore : Strathmore Minerals Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of mineral properties in the United States, which is now wholly-owned by Energy Fuels Inc.

    Additional information about Strathmore Minerals Corp. is available by visiting Strathmore's website at www.strathmoreminerals.com or under its profile on SEDAR at www.sedar.com.


    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, Strathmore and their projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or Strathmore to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012 or Strathmore’s Annual Information Form dated March 27, 2013, which are available for view on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Forward-looking statements contained herein are made as of the date of this news release and the Company and Strathmore disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc. and Strathmore Minerals Corp.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.118

     

    Energy Fuels Announces Webcast and Conference Call

    Toronto, Ontario September 5, 2013

    Energy Fuels Inc. (TSX: EFR) (OTCQX: EFRFF) (“Energy Fuels” or the “Company” ) is pleased to announce that it will host a webcast and conference call on Friday, September 6, 2013 at 1:00pm ET to discuss recent developments and ongoing corporate initiatives.

    To view the live webcast, please follow this link:

  •  
  • Energy Fuels Webcast and Conference Call

    This link will also be posted to the Energy Fuels’ website at www.energyfuels.com . The investor presentation that will be discussed during the webcast and conference call will be available for download from the webcast page and on the Company’s website approximately one hour prior to the start of the presentation.

    Interested parties may also participate by phone by calling one of the following numbers:

  •  
  • Toll-Free Domestic (U.S. and Canada): (877) 941-1230
  •  
  • International: (480) 629-9664

    A replay of the webcast will be available on the above webcast page and archived on the Company’s website. In addition, a replay of the presentation will be available by calling (877) 870-5176 (toll-free domestic – U.S. and Canada) or (858) 384-5517 (International).

    About Energy Fuels Inc.

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .


    Cautionary Note Regarding Forward-Looking Statements

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward- looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Curtis Moore
    Investor Relations
    (303) 974-2140 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.119

     

    Energy Fuels Announces Presentation & Webcast at the Rodman & Renshaw Global
    Investment Conference in New York City on Monday September 9, 2013 at 11:40 am (Eastern)

    Toronto, Ontario September 6, 2013

    Energy Fuels Inc. (TSX : EFR) (“Energy Fuels” or the “Company”) is pleased to announce that Graham G. Moylan, Chief Financial Officer of Energy Fuels, will be presenting at the Rodman & Renshaw Annual Global Investment Conference on Monday, September 9, 2013 from 11:40 am to 12:05 pm (Eastern) at the Millennium Broadway Hotel in New York City.

    For those not able to attend in person, a live webcast of Energy Fuels’ presentation may be accessed through the following link:

    http://wsw.com/webcast/rrshq23/EFR

    In addition, a replay of the webcast will be available on Energy Fuels’ website ( www.energyfuels.com ) following the completion of the presentation.

    About Energy Fuels Inc.

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels' website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com .


    Cautionary Note Regarding Forward-Looking Statements

    This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Curtis Moore
    Investor Relations
    (303) 974-2140 Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com



    Exhibit 99.120

     

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES

    Energy Fuels Inc. Announces $5 Million Bought Deal Public Offering


    September 24, 2013

    Toronto, ON

    Energy Fuels Inc. (the "Company") (TSX:EFR) is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. (the “Lead Underwriter”) on behalf of a syndicate of underwriters (the “Underwriters”) under which the Underwriters have agreed to purchase, on a “bought deal” basis, 31,250,000 common shares of the Company (the “Shares”) at a price of $0.16 per Share for total gross proceeds of $5,000,000 (the “Offering”). The Underwriters have been granted an option to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 30 days after the Closing Date (the “Option”).

    The Offering is scheduled to close on or about October 16, 2013. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

    The net proceeds will be used for future exploration and development expenditures, future potential mineral property acquisitions, and for general corporate purposes.

    The Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada (other than the Province of Quebec) pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

    This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

    About Energy Fuels Inc.

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development.

    Additional information about Energy Fuels Inc. is available by visiting Energy Fuels’ website at www.energyfuels.com or under its profile on SEDAR at www.sedar.com.


    For further information, please contact:

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    investorinfo@energyfuels.com



    Exhibit 99.121

     

    ENERGY FUELS INC.

    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON WEDNESDAY, OCTOBER 30, 2013

    MANAGEMENT INFORMATION CIRCULAR
    SEPTEMBER 24, 2013


    ENERGY FUELS INC.

    NOTICE OF SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD ON
    WEDNESDAY, OCTOBER 30, 2013

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that a special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the offices of Borden Ladner Gervais LLP, 44 th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada, M5H 3Y4 on Wednesday, October 30, 2013 at 2:00 pm (Toronto time) for the following purposes:

    1.

    to consider and, if thought advisable, pass a special resolution authorizing an amendment to the articles of the Corporation providing that the Corporation’s issued and outstanding common shares be consolidated on the basis of one (1) post-consolidation common share for up to every fifty (50) existing common shares, as more particularly described in the management information circular of the Corporation dated September 24, 2013 (the “ Circular ”); and

       
    2.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CST Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, or by email at proxy@canstockta.com no later than 5:00 p.m. (Toronto time) on October 28, 2013, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated this 24 th day of September, 2013.

    BY ORDER OF THE BOARD

    (signed) “Stephen P. Antony”
    Stephen P. Antony, President
    and Chief Executive Officer


    MANAGEMENT INFORMATION CIRCULAR OF ENERGY FUELS INC.

    TABLE OF CONTENTS

    GLOSSARY OF TERMS 1
    GENERAL INFORMATION 2
         Cautionary Statement Regarding Forward-Looking Information and Statements 2
    GENERAL PROXY INFORMATION 2
         Appointment and Revocation of Proxies 2
         Voting of Shares Represented by Management Proxies 3
         Voting by Non-Registered Shareholders 3
         Distribution of Meeting Materials to Non-Objecting Beneficial Owners 4
    INFORMATION CONTAINED IN THIS CIRCULAR 4
    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 4
    SHARE CONSOLIDATION 5
         Reasons for the Share Consolidation 6
         Share Certificates 7
         Risk Factors Associated with the Share Consolidation 7
         Effects of the Share Consolidation on the EFI Common Shares 8
         Procedure for Implementing the Share Consolidation 8
         No Dissent Rights 8
         U.S. Federal Income Tax Considerations 8
         Share Consolidation Resolution 9
    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 9
    ADDITIONAL INFORMATION 9
    DIRECTORS’ APPROVAL 9
    SCHEDULE A – SHARE CONSOLIDATION RESOLUTION A-1


    GLOSSARY OF TERMS

    Unless the context indicates otherwise, the following terms shall have the meanings set out below when used in this Circular.

    Circular ” means this management information circular of the Corporation, including the Notice of Meeting and all schedules attached hereto and all amendments thereof;

    Consolidated EFI Shares ” means the common shares in the capital of the Corporation after giving effect to the Share Consolidation;

    EFI ” or the “ Corporation means Energy Fuels Inc., a corporation existing under the laws of Ontario;

    EFI Board ” means the board of directors of EFI;

    EFI Common Shares ” means, prior to the Share Consolidation becoming effective, the Existing EFI Shares, and after the Share Consolidation becomes effective, the Consolidated EFI Shares;

    EFI Shareholders ” means the holders of EFI Common Shares;

    Existing EFI Shares ” means the issued and outstanding common shares in the capital of EFI as constituted on the date hereof (and, without limiting the generality of the foregoing, before giving effect to the Share Consolidation);

    Meeting ” means the special meeting of EFI Shareholders to be held on October 30, 2013, and any adjournment thereof;

    NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators;

    NI 54-101 ” means National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer adopted by the Canadian Securities Administrators;

    Notice of Meeting ” means the notice of the special meeting of EFI Shareholders delivered to EFI Shareholders forming part of this Circular;

    OBCA ” means the Business Corporations Act (Ontario);

    Record Date ” means the close of business on September 24, 2013, being the time for determining EFI Shareholders entitled to vote at the Meeting;

    SEDAR ” means the System for Electronic Document Analysis and Retrieval located at www.sedar.com;

    Share Consolidation ” means the proposed share consolidation of the Existing EFI Shares on the basis of the Share Consolidation Ratio, as described below under “Share Consolidation”;

    Share Consolidation Ratio ” means the basis upon which the Existing EFI Shares will be consolidated into Consolidated EFI Shares, which, if the Share Consolidation Resolution is passed, shall be fixed by the EFI Board, provided that the Share Consolidation Ratio shall not be greater than fifty (50) Existing EFI Shares for one (1) Consolidated EFI Share;

    Share Consolidation Resolution ” means the special resolution of the EFI Shareholders to be considered at the Meeting with respect to the Share Consolidation, the proposed form of which is attached as Schedule A to this Circular; and

    TSX ” means the Toronto Stock Exchange.

    1


    GENERAL INFORMATION

    The information contained in this Circular is furnished in connection with the solicitation of proxies to be used at the special meeting of EFI Shareholders to be held at the office of Borden Ladner Gervais LLP, 44 th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario on Wednesday, October 30, 2013 at 2:00 p.m. (Toronto time), and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or regular employees of EFI. The solicitation of proxies by this Circular is being made by or on behalf of the management of EFI. The total cost of the solicitation will be borne by EFI.

    Unless otherwise noted, all information contained in this Circular is as of September 24, 2013.

    Cautionary Statement Regarding Forward-Looking Information and Statements

    This Circular contains forward-looking statements and forward-looking information (collectively, “ forward-looking statements ”) within the meaning of applicable Canadian securities legislation and U.S. securities laws. These statements relate to future events or the future activities or future performance of EFI. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements are typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “may”, “postulate”, “plans” and similar expressions, or which by their nature refer to future events.

    Although EFI believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Inherent in forward-looking statements are risks and uncertainties beyond EFI’s ability to predict or control, including, but not limited to, the risks identified under “Risk Factors Associated with the Share Consolidation” in this Circular.

    EFI cautions shareholders that any forward-looking statements by EFI are not guarantees of future performance, and that actual results are likely to differ, and may differ materially, from those expressed or implied by forward-looking statements contained or incorporated by reference in this Circular. Such statements are based on a number of assumptions which may prove incorrect, including, but not limited to, assumptions about the completion of the Share Consolidation and assumptions that form a basis for or underlie the reasons for the Share Consolidation identified under “Share Consolidation: Reasons for the Share Consolidation.” In addition, forward-looking information contained herein is based on certain assumptions and involves risks related to the Share Consolidation and the business and operations of EFI following the Share Consolidation. Although EFI has attempted to identify important factors that could cause actions, events or results to differ materially from those described in forward-looking statements in this Circular, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information.

    All of the forward-looking statements made in this Circular are qualified by these cautionary statements. These forward-looking statements are made as of the date hereof, and EFI does not intend and does not assume any obligation, to update these forward-looking statements, except as required by Applicable Securities Law. For the reasons set forth above, shareholders should not attribute undue certainty to or place undue reliance on forward-looking statements .

    GENERAL PROXY INFORMATION

    Appointment and Revocation of Proxies

    The persons named in the form of proxy accompanying this Circular are officers and/or directors of EFI.

    An EFI Shareholder has the right to appoint a person other than the persons specified in such form of proxy and who need not be an EFI Shareholder to attend and act for and on behalf of the EFI

    2


    Shareholder at the Meeting. Such right may be exercised by striking out the names of the persons specified in the proxy, inserting the name of the person to be appointed in the blank space provided in the proxy, signing the proxy and returning it in the reply envelope in the manner set forth in the accompanying Notice of Meeting.

    An EFI Shareholder who has given a proxy may revoke it by an instrument in writing, including another completed form of proxy, executed by the EFI Shareholder or its attorney authorized in writing, deposited at the registered office of EFI, or at the offices of CST Trust Company by mail at c/o Cover-All, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502 or by email at proxy@canstockta.com, up to 5:00 p.m. (Toronto time) on October 28, 2013, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned, or in any other manner permitted by law.

    Voting of Shares Represented by Management Proxies

    The persons named in the enclosed form of proxy will vote the EFI Common Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. In the absence of such instructions, such shares will be voted in favour of each of the matters referred to herein.

    The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of EFI knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters which are not known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxy holder.

    Voting by Non-Registered Shareholders

    Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, EFI Common Shares owned by a person (a “ non-registered owner ”) are registered either (a) in the name of an intermediary (an “ Intermediary ”) that the non-registered owner deals with in respect of the EFI Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency, such as The Canadian Depository for Securities Limited (“ CDS ”), of which the Intermediary is a participant. In accordance with the requirements of NI 54-101, EFI has distributed copies of the Circular and the accompanying Notice of Meeting together with the form of proxy (collectively, the “ Meeting Materials ”) (i) directly to non-registered owners who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own (“ NOBOs ”), and (ii) to the clearing agencies and Intermediaries for onward distribution to non-registered owners who have advised their Intermediary that they object to the Intermediary providing their ownership information (“ OBOs ”).

    Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to OBOs. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

      (a)

    be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the OBO but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered owner when submitting the proxy. In this case, the OBO who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or

    3



      (b)

    be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions (often called a “ Voting Instruction Form ”) which the Intermediary must follow. Typically the non-registered owner will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the non-registered owner must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its services company in accordance with the instructions of the Intermediary or its service company.

    In either case, the purpose of this procedure is to permit non-registered owners to direct the voting of the EFI Common Shares they beneficially own. Should a non-registered owner who receives either form of proxy wish to vote at the Meeting in person, the non-registered owner should strike out the persons named in the form of proxy and insert the non-registered owner’s name in the blank space provided. Non-registered owners should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

    Distribution of Meeting Materials to Non-Objecting Beneficial Owners

    These Meeting Materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and EFI or its agent has sent these materials directly to you, your name and address and information about your holdings of EFI Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

    By choosing to send these materials to you directly, EFI (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

    INFORMATION CONTAINED IN THIS CIRCULAR

    The information contained in this Circular is given as at September 24, 2013, except where otherwise noted is given as of the dates noted therein. No person has been authorized to give any information or to make any representation in connection with the matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by EFI.

    This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

    Information contained in this Circular should not be construed as legal, tax or financial advice, and EFI Shareholders are urged to consult their own professional advisors in connection therewith.

    VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

    The authorized capital of EFI consists of an unlimited number of Existing EFI Shares, an unlimited number of Preferred Shares issuable in series, and an unlimited number of Series A Preferred Shares. As of the Record Date, being the close of business on September 24, 2013, the Corporation had issued and outstanding 949,860,428 Existing EFI Shares, nil Preferred Shares and nil Series A Preferred Shares. EFI made a list of all persons who are registered holders of Existing EFI Shares as of the Record Date, being the close of business on September 24, 2013, and the number of Existing EFI Shares registered in the name of each person on that date. Each EFI Shareholder as of the Record Date is entitled to one vote for each Existing EFI Share registered in his or her name as it appears on the list on all matters which come before the Meeting.

    4


    To the knowledge of the directors and senior officers of EFI, as of the Record Date no person or company beneficially owns, directly or indirectly, or controls securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of EFI entitled to be voted at the Meeting.

    SHARE CONSOLIDATION

    At the Meeting, EFI Shareholders will be asked to consider, and if deemed appropriate, approve, the Share Consolidation Resolution authorizing an amendment to the Corporation’s articles to consolidate the issued and outstanding EFI Common Shares on the basis of the Share Consolidation Ratio. The Share Consolidation Resolution authorizes the EFI Board to determine the Share Consolidation Ratio, provided that the Share Consolidation Ratio shall not be greater than fifty (50) Existing EFI Shares for one (1) Consolidated EFI Share. No fractional shares will be issued under the Share Consolidation. If the Share Consolidation would otherwise result in an EFI Shareholder holding a fractional Consolidated EFI Share, the number of Consolidated EFI Shares to be issued to such EFI Shareholder shall be rounded up to the next higher whole number if the fraction is 0.5 or greater, and rounded down to the next lower whole number if the fraction is less than 0.5.

    The Share Consolidation is subject to regulatory approval, including approval of the TSX. As a condition to the approval of a consolidation of shares listed for trading on the TSX, the TSX requires, among other things, that the Corporation must meet, post-consolidation, the continued listing requirements contained in Part VII of the TSX Company Manual. Specifically, the Corporation’s securities may be delisted if: (a) the market value of listed issued securities is less than $3,000,000 over any period of 30 consecutive trading days; or (b) the market value of the Corporation’s freely-tradable, publicly held securities is less than $2,000,000 over any period of 30 consecutive trading days; or (c) the number of freely-tradable, publicly held securities is less than 500,000; or (d) the number of public security holders, each holding a board lot or more, is less than 150.

    If the Share Consolidation Resolution is approved, the EFI Board will determine when and if the Articles of Amendment giving effect to the Share Consolidation would be filed, and shall determine the Share Consolidation Ratio. No further action on the part of Shareholders would be required in order for the EFI Board to implement the Share Consolidation.

    Notwithstanding approval of the proposed Share Consolidation by EFI Shareholders, the EFI Board, in its sole discretion, may delay implementation of the Share Consolidation or revoke the Share Consolidation Resolution and abandon the Share Consolidation without further approval or action by or prior notice to EFI Shareholders.

    If the EFI Board does not implement the Share Consolidation prior to the next annual meeting of EFI Shareholders, the authority granted by the special resolution to implement the Share Consolidation on these terms would lapse and be of no further force or effect.

    At the special meeting of shareholders held on August 13, 2013, EFI Shareholders passed a special resolution authorizing an amendment to the Corporation’s articles to consolidate the issued and outstanding EFI Common Shares on the basis of up to twenty (20) Existing EFI Shares for one (1) post-consolidation EFI Common Share (the “ Previous Consolidation Resolution ”). The EFI Board has not yet implemented the share consolidation authorized by the Previous Consolidation Resolution. If the Share Consolidation Resolution is approved at the Meeting, the Previous Consolidation Resolution shall be rescinded.

    5


    Reasons for the Share Consolidation

    The EFI Board believes that it is in the best interests of the Corporation and the Corporation's shareholders to reduce the number of outstanding EFI Common Shares by way of the Share Consolidation, because it will facilitate a listing on a recognized US stock exchange (a “US Exchange”) and also position the EFI Common Shares in the best possible manner to attract investor interest from the United States, Canada and other jurisdictions. While the twenty (20) Existing EFI Shares for one (1) Consolidated EFI Share ratio approved under the Previous Consolidation Resolution would be adequate to facilitate a listing on a US Exchange, EFI believes that a Share Consolidation Ratio of up to fifty (50) Existing EFI Shares for one (1) Consolidated EFI Share will be required to also achieve the second objective of positioning the EFI Common Shares in the best possible manner to attract investor interest from the United States and elsewhere, for the reasons discussed below.

    Listing on US Exchange

    The Corporation expects to pursue a listing of the EFI Common Shares on a US Exchange, and must effect a consolidation of the EFI Common Shares to achieve the minimum share trading price required to satisfy listing requirements. Most of the US-focused uranium production and development companies are listed on a US Exchange, and EFI believes that such US-listed companies generally have better access to US institutional and retail investors and have relatively better overall trading liquidity compared to EFI. Therefore, EFI believes that the Corporation and its shareholders will benefit from listing the EFI Common Shares on a US Exchange.

    EFI also believes that any potential listing of the EFI Common Shares on a US Exchange would increase the visibility of the Corporation’s strategic position within the US. The Corporation is the second largest producer of uranium within the US (based on EFI’s production outlook for the current fiscal year) and has significant NI 43-101 compliant uranium resources located in the US. The US is currently the largest consumer of uranium in the world, yet is heavily dependent on imported uranium for over 90% of its supply requirements. EFI management believes that, following the near-term completion of the Russia-US Highly Enriched Uranium agreement which currently provides the US with approximately half of its imported uranium, the strategic importance of EFI’s asset base will increase.

    Positioning the EFI Common Shares in the Best Possible Manner to Attract Investor Interest

    EFI, in connection with any potential listing on a US Exchange, would like to position the EFI Common Shares in a manner such that the EFI Common Shares are accessible by the broadest possible investor audience. EFI believes that it is uniquely positioned relative to other publicly-traded US uranium companies and other publicly-traded uranium producers, and that EFI may be particularly appealing to various types of investors who may, among other things, be considering growth-oriented investments in the uranium and nuclear power sectors. EFI management believes that, compared to other publicly-traded uranium producers with existing significant production operations, the Corporation (over time and as market conditions warrant) has unmatched production growth potential. EFI management believes that this is an important consideration for investors who want to own a current uranium producer that has the ability to substantially increase production over time as market conditions for uranium improve. Following various discussions with a number of US investment banks, US institutional investors and US retail investors regarding any potential listing on the US Exchange, EFI noted a generally consistent view that US-listed companies with common share prices above US$5.00 generally enjoy greater access to a broader investor base. As an example of the importance of the US$5.00 per share price threshold, under US Securities and Exchange Commission rules, broker-dealers are prohibited from effecting transactions in "penny stocks," which are generally securities issued by smaller companies that trade at less than US$5.00 per share, unless the broker-dealer complies with additional disclosure and other requirements. The Corporation does not want the EFI Common Shares to be perceived as a “penny stock” within the US by any potential subset of investors as it could impact the marketability of the EFI Common Shares to those investors. EFI believes it is important to position EFI and its shareholders to get the maximum possible benefit from a listing on a US Exchange and that the proposed Share Consolidation would provide this maximum possible benefit by allowing the Post Consolidation Shares to trade at greater than US$5.00 and thereby eliminating the potential that the EFI Common Shares will be perceived as a “penny stock” by certain US and/or other investors. The EFI Board will set the Share Consolidation Ratio at the time of implementation of the Share Consolidation based on the EFI Board’s expectation of the Share Consolidation Ratio required at that time to achieve these objectives, which may be less than the maximum Share Consolidation Ratio of 50 to 1.

    6


    Other potential benefits of the Share Consolidation to EFI Shareholders include:

    Potentially Less Volatility in Price Levels on a Percentage Basis

    Higher price levels for Consolidated EFI Shares could result in less volatility in the price levels of the EFI Common Shares on a percentage basis.

    Reduction of Shareholder Transaction Costs

    Investors may benefit from relatively lower trading costs associated with a higher Consolidated EFI Share price. It is likely that many investors pay commissions based on the number of EFI Common Shares traded when they buy or sell EFI Common Shares. If the Consolidated EFI Share price were higher, investors may pay lower commissions to trade a fixed dollar amount of Consolidated EFI Shares than they would if they traded the same dollar amount of Existing EFI Shares.

    Improved Trading Liquidity

    The combination of potentially lower transaction costs and increased access to a larger pool of investors may ultimately improve the trading liquidity of the Consolidated EFI Shares.

    Share Certificates

    No delivery of a certificate evidencing a Consolidated EFI Share will be made to an EFI Shareholder until the EFI Shareholder has surrendered the issued certificates representing its Existing EFI Shares. Until surrendered, each certificate formerly representing Existing EFI Shares shall be deemed for all purposes to represent the number of Consolidated EFI Shares to which the holder is entitled as a result of the Share Consolidation.

    Non-registered EFI Shareholders, holding their Existing EFI Shares through a bank, broker, intermediary or other nominee should note that such banks, brokers, intermediaries or other nominees may have various procedures for processing the Share Consolidation. If an EFI Shareholder holds Existing EFI Shares with such a bank, broker, intermediary or other nominee and has any questions in this regard, the EFI Shareholder is encouraged to contact its nominee.

    Risk Factors Associated with the Share Consolidation

    Decline in Market Capitalization

    There are numerous factors and contingencies that could affect the prices of Existing EFI Shares and Consolidated EFI Shares, including the Corporation’s reported financial results in future periods, and general economic, geopolitical, stock market and industry conditions. Accordingly, the market price of the Consolidated EFI Shares may not be sustainable at the direct arithmetic result of the Share Consolidation, and may be lower. If the market price of the Consolidated EFI Shares is lower than it was before the Share Consolidation on an arithmetic equivalent basis, the Corporation’s total market capitalization (the aggregate value of all EFI Common Shares at the then market price) after the Share Consolidation may be lower than before the Share Consolidation.

    Potential for Adverse Effect on the Liquidity of the EFI Common Shares

    If the Share Consolidation is implemented and the market price of the Consolidated EFI Shares declines, the percentage decline may be greater than would occur in the absence of the Share Consolidation. The market price of the Consolidated EFI Shares will, however, also be based on the Corporation’s performance and other factors, which are unrelated to the number of EFI Common Shares outstanding.

    7


    Furthermore, the liquidity of the Consolidated EFI Shares could be adversely affected by the reduced number of Consolidated EFI Shares that would be outstanding after the Share Consolidation.

    No Fractional Shares to be Issued

    No fractional Consolidated EFI Shares will be issued in connection with the Share Consolidation and, in the event that an EFI Shareholder would otherwise be entitled to receive a fractional Consolidated EFI Share upon the Share Consolidation, such fraction will be rounded up or down to the nearest whole number.

    The Share Consolidation may result in some EFI Shareholders owning “odd lots” of less than a board lot of 100 Consolidated EFI Shares on a post-consolidation basis. “Odd lots” may be more difficult to sell, or require greater transaction costs per Consolidated EFI Share to sell, than Consolidated EFI Shares held in “board lots” of even multiples of 100 Consolidated EFI Shares.

    Effects of the Share Consolidation on the EFI Common Shares

    The Consolidation Ratio will be the same for all EFI Common Shares. Except for any variances attributable to the rounding up and down of fractional shares, the change in the number of issued and outstanding EFI Common Shares that will result from the Share Consolidation will cause no change in the capital attributable to the EFI Common Shares and will not materially affect any EFI Shareholder’s percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of Consolidated EFI Shares.

    In addition, the Share Consolidation will not materially affect any EFI Shareholder’s proportionate voting rights. Each Consolidated EFI Share outstanding after the Share Consolidation will have the same rights and privileges as the Existing EFI Shares.

    The principal effect of the Share Consolidation will be that the number of EFI Common Shares issued and outstanding will be reduced from 949,860,428 Existing EFI Shares as of September 24, 2013 to approximately 18,997,209 Consolidated EFI Shares (assuming that the maximum Share Consolidation Ratio of 50 to 1 is implemented by the EFI Board). The implementation of the Share Consolidation would not affect the total shareholders’ equity of the Corporation or any components of shareholders’ equity as reflected on the Corporation’s financial statements except to change the number of issued and outstanding EFI Common Shares to reflect the Share Consolidation.

    Procedure for Implementing the Share Consolidation .

    If the Share Consolidation Resolution is approved by EFI Shareholders and the EFI Board decides to implement the Share Consolidation, the Corporation will file Articles of Amendment with the Director under the OBCA in the form prescribed by the OBCA to amend the Corporation’s Articles. The Share Consolidation will become effective as specified in the articles of amendment and the certificate of amendment issued by the Director under the OBCA.

    No Dissent Rights

    Under the OBCA, EFI Shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

    U.S. Federal Income Tax Considerations

    An EFI Shareholder taxable in the U.S. generally will not recognize gain or loss on the Share Consolidation. In general, the aggregate tax basis of the Consolidated EFI Shares received will be equal to the aggregate tax basis of the Existing EFI Shares exchanged therefor, and the holding period of the Consolidated EFI Shares received will include the holding period of the Existing EFI Shares exchanged.

    SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

    8


    CIRCULAR 230 WARNING: NOTHING HEREIN MAY BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCE FROM AN INDEPENDENT TAX ADVISOR.

    Share Consolidation Resolution

    The text of the Share Consolidation Resolution which will be submitted to EFI Shareholders at the Meeting is set forth in Schedule A attached to this Circular. To be effective the Share Consolidation must be approved by not less than two-thirds (66⅔%) of the votes cast by holders of EFI Common Shares present in person or represented by proxy and entitled to vote at the Meeting. For the reasons indicated above, the EFI Board and management of the Corporation believe that the proposed Share Consolidation is in the best interests of the Corporation and, accordingly, the EFI Board unanimously recommends that EFI Shareholders vote FOR the Share Consolidation Resolution. Unless otherwise directed, the persons named in the enclosed instrument of proxy intend to vote in favour of the Share Consolidation Resolution.

    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    Except as disclosed herein, no insider of EFI has any material interest in any transactions involving EFI since the commencement of the last financial year or in any proposed transaction which has materially affected or would affect EFI.

    ADDITIONAL INFORMATION

    Additional information relating to EFI may be found under EFI’s profile on SEDAR at www.sedar.com. Financial information is provided in EFI’s comparative financial statements and MD&A for its most recently completed financial year which are available on SEDAR or can be received upon written request to EFI.

    DIRECTORS’ APPROVAL

    The board of directors of EFI has approved the contents and the sending of this Circular.

    DATED this 24 th day of September, 2013.

    BY ORDER OF THE BOARD

    (signed) “Stephen P. Antony”                 
    Stephen P. Antony, President
    and Chief Executive Officer

    9


    SCHEDULE A – SHARE CONSOLIDATION RESOLUTION

    SPECIAL RESOLUTION OF THE SHAREHOLDERS OF ENERGY FUELS INC.
    (the “Corporation”)

    BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

    1.

    The Corporation is hereby authorized to amend its articles of incorporation to provide that:

         
    (a)

    the authorized capital of the Corporation is altered by consolidating all of the issued and outstanding common shares of the Corporation on the basis (the “ Share Consolidation Ratio ”) that such number of pre-consolidation common shares as shall be determined by the Board of Directors of the Corporation shall be consolidated into one post- consolidation common share, provided that the Share Consolidation Ratio shall not exceed fifty (50) pre-consolidation common shares for one (1) post-consolidation common share;

         
    (b)

    in the event that the Share Consolidation Ratio would otherwise result in the issuance to any shareholder of a fractional post-consolidation common share, no fractional post- consolidation common shares shall be issued and the number of post-consolidation common shares issuable to such shareholder shall be rounded up to the next higher whole number if the fraction is 0.5 or greater, and rounded down to the next lower whole number if the fraction is less than 0.5; and

         
    (c)

    the effective date and time of such consolidation shall be the date and time shown in the articles of amendment and certificate of amendment issued by the Director appointed under the Business Corporations Act (Ontario) or such other date and time indicated in the articles of amendment provided that, in any event, such date shall be prior to the next annual meeting of Shareholders.

         
    2.

    Any director or officer of the Corporation is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute, or to cause to be executed, whether under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments, and to do or cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to carry out the intent of this special resolution, including, without limitation, the determination of the effective date and time of the consolidation and the delivery of articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

         
    3.

    Notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the Shareholders of the Corporation, to revoke this special resolution at any time before a certificate of amendment is issued by the Director.

    A - 1



    Exhibit 99.122

    ENERGY FUELS INC.

    NOTICE OF SPECIAL MEETING
    OF SHAREHOLDERS TO BE HELD ON
    WEDNESDAY, OCTOBER 30, 2013

    TO THE HOLDERS OF COMMON SHARES:

    Notice is hereby given that a special meeting (the “ Meeting ”) of the holders of common shares of Energy Fuels Inc. (the “ Corporation ”) will be held at the offices of Borden Ladner Gervais LLP, 44 th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada, M5H 3Y4 on Wednesday, October 30, 2013 at 2:00 pm (Toronto time) for the following purposes:

    1.

    to consider and, if thought advisable, pass a special resolution authorizing an amendment to the articles of the Corporation providing that the Corporation’s issued and outstanding common shares be consolidated on the basis of one (1) post-consolidation common share for up to every fifty (50) existing common shares, as more particularly described in the management information circular of the Corporation dated September 24, 2013 (the “ Circular ”); and

       
    2.

    to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

    The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

    Shareholders who cannot attend the Meeting in person may vote by proxy. Instructions on how to complete and return the proxy are provided with the proxy form and are described in the Circular. To be valid, proxies must be received by CST Trust Company by mail at c/o Cover-All, P. O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502, or by email at proxy@canstockta.com no later than 5:00 p.m. (Toronto time) on October 28, 2013, or if the Meeting is adjourned, no later than 10:00 a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.

    Dated this 24 th day of September, 2013.

    BY ORDER OF THE BOARD

    (signed) “Stephen P. Antony”
    Stephen P. Antony, President
    and Chief Executive Officer



    Exhibit 99.123

     

    ENERGY FUELS INC.

    PROXY FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS
    TO BE HELD ON OCTOBER 30, 2013
    SOLICITED ON BEHALF OF MANAGEMENT

    The undersigned shareholder of Energy Fuels Inc. (the “Corporation”) hereby appoints Stephen P. Antony, President and Chief Executive Officer, whom failing, Graham G. Moylan, Chief Financial Officer, or instead of either of them, _______________________________________________, as nominee of the undersigned, with the power of substitution, to attend, vote and act for and on behalf of the undersigned at the special meeting of shareholders of the Corporation to be held on October 30, 2013 (the “Meeting”) and at any adjournments thereof, and, without limiting the general authority and power hereby given to such nominee, the shares represented by this proxy are specifically directed to be voted as indicated below:

    1.

    [_] VOTE FOR or [_] AGAINST with respect to the Share Consolidation Resolution attached as Schedule A to the Management Information Circular of the Corporation dated September 24, 2013;

     

     

    2.

    IN HIS/HER DISCRETION with respect to amendments to the above matters and on such other business as may properly come before the meeting or any adjournment thereof.


    This proxy revokes and supersedes all proxies of earlier date.
      Dated this __ day of _________, 2013.
       
       
      Signature of Shareholder
       
       
      Name of Shareholder (Print)


    Notes :

    1.

    Shareholders may vote at the Meeting either in person or by proxy. A proxy should be dated and signed by the shareholder or by the shareholder's attorney authorized in writing. If not dated, this proxy shall be deemed to bear the date on which it was mailed by management of the Corporation.

       
    2.

    You have the right to appoint a person other than as designated herein to represent you at the Meeting either by striking out the names of the persons designated above and inserting such other person's name in the blank space provided or by completing another proper form of proxy and, in either case, delivering the completed proxy to CST Trust Company in the envelope provided.

       
    3.

    The common shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for. In the absence of direction, this proxy will be voted for each of the matters referred to herein.

       
    4.

    A completed proxy must be delivered to CST Trust Company by mail at c/o Cover-All, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1 or by fax to 1-866-781-3111 (toll free) or 416-368-2502 or by email to proxy@canstockta.com no later than 5:00 p.m. (Toronto time) on October 28, 2013, or if the Meeting is adjourned, no later than 10:00a.m. (Toronto time) on the last business day preceding the day to which the Meeting is adjourned.




    Exhibit 99.124

    ENERGY FUELS INC.

    FORM 51-102F4

    BUSINESS ACQUISITION REPORT

    Item 1 – Identity of Company

    1.1

    Name and Address of Company

       

    Energy Fuels Inc.

    2 Toronto Street, Suite 500
    Toronto, Ontario M5C 2B6

       

    Energy Fuels Inc. is referred to in this Report as “EFI” or the “Company”.

       
    1.2

    Executive Officer

       

    The following executive officer of the Company is knowledgeable about the significant acquisition and this Report:

       

    Graham Moylan
    Chief Financial Officer
    Telephone: (416) 214-2810

    Item 2 – Details of Acquisition

    2.1

    Nature of Business Acquired

       

    EFI acquired all of the issued and outstanding securities of Strathmore Minerals Corp. (“Strathmore”) (the “Acquisition) pursuant to a Plan of Arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia). Pursuant to the Arrangement, (i) holders of Strathmore common shares received 1.47 EFI common shares for each common share of Strathmore held (the “Share Exchange Ratio”); (ii) holders of Strathmore restricted share units (“Strathmore RSUs”) received 1.47 EFI common shares for each Strathmore RSU held; and (iii) stock options to acquire Strathmore common shares were exchanged for stock options to acquire EFI common shares, with adjustments to the exercise price and number of options to reflect the Share Exchange Ratio.

       

    Further details regarding the Acquisition can be found in the arrangement agreement dated as of June 11, 2013 among Strathmore, EFI and EFI’s wholly-owned subsidiary, 0971890 B.C. Ltd. (“Subco”), the joint news release issued by Strathmore and EFI dated June 11, 2013 and, the material change report filed by EFI on June 19, 2013, the management information circular of EFI dated July 15, 2013, the joint news release issued by Strathmore and EFI dated September 3, 2013, and the material change report filed by EFI on September 5, 2013, each of which has been filed on SEDAR and is available at www.sedar.com.

    1



    2.2

    Date of Acquisition

       

    The Acquisition was completed on August 30, 2013.

       
    2.3

    Consideration

       

    An aggregate of 186,420,925 common shares of EFI (subject to minor adjustments for rounding) were issued pursuant to the Acqusition, comprised of 183,269,731 common shares of EFI issued in exchange for common shares of Strathmore and 3,151,194 common shares of EFI which were issued in exchange for the Strathmore RSUs. In addition, EFI reserved for issuance 14,648,550 EFI common shares issuable upon exercise of EFI stock options issued in exchange for Strathmore stock options.

       
    2.4

    Effect on Financial Position

       

    The Company currently has no plans or proposals for material changes in the business affairs of EFI or Strathmore which may have a significant effect on the results of operations or financial position of EFI. The effect of the acquisition of Strathmore on EFI’s financial position is outlined in the unaudited pro forma financial statements attached as Schedule “C” hereto.

       
    2.5

    Prior Valuations

       

    No valuation opinions were obtained by EFI or, to the knowledge of EFI, by Strathmore, within the 12 months preceding the date of the Acquisition. Strathmore obtained a fairness opinion in respect of the Acquisition, a copy of which was attached as Appendix C to the management information circular of Strathmore dated July 19, 2013 which was filed by Strathmore on www.sedar.com on July 25, 2013. EFI also obtained a fairness opinion in respect of the Acquisition, a copy of which was attached as a schedule to the management information circular of EFI dated July 15, 2013 which was filed by EFI on www.sedar.com on July 18, 2013.

       
    2.6

    Parties to Transaction

       

    The Acquisition was not with informed persons, associates or affiliates of EFI. At completion of the Acquisition, one former officer and director of Strathmore was appointed to the board of directors of EFI.

       
    2.7

    Date of Report

       

    September 27, 2013

    Item 3 – Financial Statements

    The following financial statements required by Part 8 of National Instrument 51-102 are attached hereto as follows.

    2



      (a)

    Audited consolidated financial statements of Strathmore as at and for the years ended December 31, 2012 and December 31, 2011, attached hereto as Schedule “A”;

         
      (b)

    Unaudited condensed interim consolidated financial statements of Strathmore as at and for the three months ended March 31, 2013, attached hereto as Schedule “B”; and

         
      (c)

    Unaudited pro forma condensed consolidated statements of financial position as at March 31, 2013, the unaudited pro forma condensed consolidated statements of income (loss) for the year ended September 30, 2012, and the unaudited pro forma condensed consolidated statements of income (loss) for the six months ended March 31, 2013 of EFI, attached hereto as Schedule “C”.

    The auditors of Strathmore have not given their consent to the inclusion of their audit report in this Report.

    3




    INDEPENDENT AUDITORS’ REPORT

    To the Shareholders of
    Strathmore Minerals Corp.

    We have audited the accompanying consolidated financial statements of Strathmore Minerals Corp. , which comprise the consolidated statements of financial position as at December 31, 2012 and 2011, and the consolidated statements of loss, comprehensive loss, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

    Management’s  responsibility for the consolidated financial statements

    Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

    Auditors’ responsibility

    Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.


     - 2 -

    We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

    Opinion

    In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Strathmore Minerals Corp. as at December 31, 2012 and 2011, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

    Vancouver, Canada,
    March 26, 2013. Chartered Accountants
     




    Strathmore Minerals Corp.
    December 31, 2012 and 2011
     
    Table of contents

    Consolidated statements of financial position 1
    Consolidated statements of loss 2
    Consolidated statements of comprehensive loss 3
    Consolidated statements of changes in equity 4
    Consolidated statements of cash flows 5
    Notes to the consolidated financial statements 6-40



    Strathmore Minerals Corp.
    Consolidated statements of financial position
    (expressed in Canadian dollars)

     

      As at     As at  

     

      December 31,     December 31,  

     

      2012     2011  

     

    $   $  

    ASSETS

               

    Current

               

       Cash and cash equivalents (Note 11)

      5,368,727     11,570,582  

       Restricted cash and cash equivalents (Note 11)

      244,562     246,785  

       Other financial assets (Note 5)

      240,665     676,575  

       Available-for-sale financial assets (Note 8)

      2,000,000     2,100,000  

       Trade and other receivables

      174,919     292,678  

       Income taxes receivable

      -     41,094  

       Prepaid expenses

      108,535     67,849  

     

      8,137,408     14,995,563  

     

               

       Property and equipment (Note 7)

      1,090,713     1,123,717  

       Other restricted assets (Note 11)

      893,007     310,015  

       Exploration and evaluation assets (Note 6)

      57,389,751     38,483,774  

     

               

    Total assets

      67,510,879     54,913,069  

     

               

    LIABILITIES

               

    Current

               

       Trade and other payables

      1,871,912     1,506,297  

    Total liabilities

      1,871,912     1,506,297  

     

               

    SHAREHOLDERS' EQUITY

               

       Share capital

      78,823,430     63,719,428  

       Other capital reserves (Note 9(e))

      9,869,672     8,764,384  

       Deficit

      (34,069,343 )   (28,358,302 )

       Accumulated other comprehensive loss

      (1,093,191 )   (338,991 )

       Attributable to shareholders of:

               

           Strathmore Minerals Corp.

      53,530,568     43,786,519  

           Non-controlling interests (Note 6(a))

      12,108,399     9,620,253  

    Total shareholders' equity

      65,638,967     53,406,772  

     

               

    Total liabilities and shareholders' equity

      67,510,879     54,913,069  

    On behalf of the Board:    
         
    "Ralph Goehring"   "David Miller"
    Director   Director

    See accompanying notes to the consolidated financial statements.

    Page 1



    Strathmore Minerals Corp.
    Consolidated statements of loss
    (expressed in Canadian dollars)

     

      Year Ended     Year Ended  

     

      December 31,     December 31,  

     

      2012     2011  

     

    $   $  

    General and administrative expenses

               

       Amortization

      261,351     312,034  

       Consulting fees

      1,576,256     1,010,873  

       Corporate development and investor relations

      592,759     539,512  

       Office and administration

      704,771     730,455  

       Professional fees

      293,811     463,165  

       Share-based payments (Notes 9(b), 9(c) and 9(d))

      1,100,341     894,379  

       Transfer agent and regulatory fees

      109,321     255,061  

       Wages and benefits

      862,147     711,491  

    Loss before other items

      (5,500,757 )   (4,916,970 )

    Other items

               

       Interest and miscellaneous income

      115,675     286,522  

       Realized (loss) gain on other financial assets (Note 5)

      (172,797 )   445,474  

       Gain on disposition of mineral property

      -     494,591  

       Unrealized loss on other financial assets (Note 5)

      (187,438 )   (2,285,997 )

       Impairment of available-for-sale securities (Note 8)

      (100,000 )   -  

     

      (344,560 )   (1,059,410 )

    Loss for the year before income taxes

      (5,845,317 )   (5,976,380 )

    Deferred income taxes recovery (Note 10)

      -     1,310,101  

    Net loss for the year

      (5,845,317 )   (4,666,279 )

    Attributable to shareholders of:

               

       Strathmore Minerals Corp.

      (5,711,041 )   (4,552,136 )

       Non-controlling interests

      (134,276 )   (114,143 )

    Net loss for the year

      (5,845,317 )   (4,666,279 )

    Basic and diluted loss per common share

           

       Basic and Diluted

      (0.05 )   (0.05 )

     

               

    Weighted average number of of common shares outstanding

           

       Basic and Diluted

      115,013,283     89,789,207  

    See accompanying notes to the consolidated financial statements. Page 2



    Strathmore Minerals Corp.
    Consolidated statements of comprehensive loss
    (expressed in Canadian dollars)

     

      Year Ended     Year Ended  

     

      ended     ended  

     

      December 31,     December 31,  

     

      2012     2011  

     

    $   $  

     

               

    Net loss for the year

      (5,845,317 )   (4,666,279 )

     

               

    Other comprehensive loss, net of tax

               

     

               

       Exchange differences on translating foreign operations

      (754,200 )   636,495  

       Exchange differences on translating non-controlling interests

      (221,945 )   222,036  

     

               

    Comprehensive loss for the year

      (6,821,462 )   (3,807,748 )

     

               

    Attributable to shareholders of:

               

       Strathmore Minerals Corp.

      (6,465,241 )   (3,915,641 )

       Non-controlling interests

      (356,221 )   107,893  

     

               

    Comprehensive loss for the year

      (6,821,462 )   (3,807,748 )

    See accompanying notes to the consolidated financial statements. Page 3



    Strathmore Minerals Corp.
    Consolidated statements of changes in equity
    (expressed in Canadian dollars)

     

                        Accumulated           Attributable to shareholders of:        

     

                  Other capital     other                 Non-        

     

      Common shares (Note 9)   reserves     comprehensive           Strathmore     controlling        

     

      Shares     Amount     (Note 9(e))   loss     (Deficit)     Minerals Corp.     interests     Total  

     

          $   $   $   $   $   $   $  

     

                                                   

    Balance, January 1, 2011

      88,942,269     62,443,068     8,367,562     (975,486 )   (23,806,166 )   46,028,978     6,235,304     52,264,282  

     

                                                   

    Net loss

      -     -     -     -     (4,552,136 )   (4,552,136 )   (114,143 )   (4,666,279 )

    Other comprehensive income

      -     -     -     636,495     -     636,495     222,036     858,531  

    Comprehensive loss for the year

      -     -     -     636,495     (4,552,136 )   (3,915,641 )   107,893     (3,807,748 )

    Exercise of options

      740,000     1,083,235     (773,834 )   -     -     309,401     -     309,401  

    Exercise of warrants

      257,500     193,125     -     -     -     193,125     -     193,125  

    Share-based payments (Notes 9(c) and 9(d))

      -     -     1,170,656     -     -     1,170,656     -     1,170,656  

    Contributions to Roca Honda Resources LLC

      -     -     -     -     -     -     3,277,056     3,277,056  

    Balance, December 31, 2011

      89,939,769     63,719,428     8,764,384     (338,991 )   (28,358,302 )   43,786,519     9,620,253     53,406,772  

     

                                                   

     

                                                   

    Balance, January 1, 2012

      89,939,769     63,719,428     8,764,384     (338,991 )   (28,358,302 )   43,786,519     9,620,253     53,406,772  

     

                                                   

    Net loss

      -     -     -     -     (5,711,041 )   (5,711,041 )   (134,276 )   (5,845,317 )

    Other comprehensive loss

      -     -     -     (754,200 )   -     (754,200 )   (221,945 )   (976,145 )

    Comprehensive loss for the year

      -     -     -     (754,200 )   (5,711,041 )   (6,465,241 )   (356,221 )   (6,821,462 )

    Share-based payments (Notes 9(c) and 9(d))

      -     -     1,542,221     -     -     1,542,221     -     1,542,221  

    Share subscription (Notes 9(a) and 6(c))

      14,586,182     8,022,400     -     -     -     8,022,400     -     8,022,400  

    Share issuance (Notes 9(a) and 6(d))

      18,255,002     6,663,076     -     -     -     6,663,076     -     6,663,076  

    Share issuance costs (Note 9(a))

      -     (18,407 )   -     -     -     (18,407 )   -     (18,407 )

    Release of restricted share units

      932,000     436,933     (436,933 )   -     -     -     -     -  

    Contributions to Roca Honda Resources LLC

      -     -     -     -     -     -     2,844,367     2,844,367  

    Balance, December 31, 2012

      123,712,953     78,823,430     9,869,672     (1,093,191 )   (34,069,343 )   53,530,568     12,108,399     65,638,967  

    See accompanying notes to the consolidated financial statements. Page 4



    Strathmore Minerals Corp.
    Consolidated statements of cash flows
    (expressed in Canadian dollars)

     

      Year     Year  

     

      ended     ended  

     

      December 31,     December 31,  

     

      2012     2011  

     

    $   $  

    Operating activities

               

       Net loss for the year

      (5,845,317 )   (4,666,279 )

       Items not affecting cash:

               

           Amortization

      261,351     312,034  

           Interest income

      (117,539 )   (260,692 )

           Realized loss (gain) on other financial assets

      172,797     (445,474 )

           Unrealized loss on other financial assets

      187,438     2,285,997  

           Gain on disposition of mineral property

      -     (494,591 )

           Share-based payments

      1,100,341     894,379  

           Impairment of available-for-sale securities

      100,000     -  

           Deferred income taxes

      -     (1,310,101 )

       Changes in non-cash working capital items (Note 11)

      174,998     1,611,830  

       Cash used in operations

      (3,965,931 )   (2,072,897 )

       Interest received

      205,560     230,907  

       Net cash used in operating activities

      (3,760,371 )   (1,841,990 )

     

               

    Investing activities

               

       Purchases of property and equipment

      (256,046 )   (153,266 )

       Proceeds from disposition of mineral preperty

      -     248,375  

       Proceeds from disposition of other financial assets

      75,397     1,106,914  

       Proceeds from dispostion of property and equipment

      36,785     -  

       Acquisition of available-for-sale financial assets

      -     (2,100,000 )

       Expenditures on exploration and evaluation assets

      (12,657,839 )   (9,809,098 )

       Cash used in investing activities

      (12,801,703 )   (10,707,075 )

     

               

    Financing activities

               

       Proceeds from the issuance of common shares

      8,022,400     -  

       Share issuance costs

      (18,407 )   -  

       Acquisition of other restricted assets

      (582,992 )   (310,015 )

       Exercise of stock options

      -     309,401  

       Cash received from non-controlling interests

      2,939,218     3,182,427  

       Exercise of warrants

      -     193,125  

       Cash provided by financing activities

      10,360,219     3,374,938  

     

               

    Net decrease in cash and cash equivalents

      (6,201,855 )   (9,174,127 )

     

               

       Cash and cash equivalents, beginning of year

      11,570,582     20,744,709  

    Cash and cash equivalents, end of year

      5,368,727     11,570,582  

    Supplemental disclosure with respect to cash flows (Note 11)

    See accompanying notes to the consolidated financial statements. Page 5



    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    1.

    Nature and continuance of operations

       

    Strathmore Minerals Corp. (the “Company” or “Strathmore”) is a publicly listed company incorporated in Canada under the laws of the Province of British Columbia. The Company’s shares are listed on the Toronto Stock Exchange. The registered office of the Company is located at 2600 - 595 Burrard Street, Three Bentall Centre, Vancouver, British Columbia, V7X 1L3. The principal address and records office of the Company is located at 312 – 1708 Dolphin Avenue, Kelowna, British Columbia, V1Y 9S4.

       

    The Company is primarily engaged in the acquisition, exploration, and development of uranium mineral properties. The Company is also engaged in the acquisition, exploration, and development of gold and copper mineral properties. The Company is in the process of exploring and developing its mineral property interests and has not yet determined whether these properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of its properties, obtaining the necessary permits to operate a mine, and upon future profitable production, or alternatively, upon cash generated from non- core property divestures.

       

    The consolidated financial statements of Strathmore for the year ended December 31, 2012 were approved and authorized for issue by the Board of Directors on March 26, 2013.

       
    2.

    Basis of preparation

       

    These consolidated financial statements of the Company and its subsidiaries were prepared in accordance with and using accounting policies in full compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

       

    These audited consolidated financial statements have been prepared on the assumption that the Company and its subsidiaries will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at December 31, 2012, the Company had not advanced its properties to commercial production and is not able to finance day-to-day activities through operations. Barring any unforeseen developments, the Company has the ability to finance its operating costs and meet future obligations over the next twelve months with funds currently on hand. The Company’s continuation as a going concern over the long-term is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or sell non-core properties and royalties and raise equity capital or borrowings sufficient to meet future obligations.

       

    These consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit and loss and are stated at fair value. These consolidated financial statements are presented in Canadian dollars.

    Page 6


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    3.

    Significant accounting policies

       

    The Company’s principal accounting policies under IFRS are outlined below:


      (a)

    Principles of consolidation

         
     

    These consolidated financial statements include the accounts of the Company and all of the following subsidiaries incorporated in Canada and the United States (“US”). Subsidiaries are companies controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of a company so as to obtain benefits from the company’s activities. The Company has a shareholding of more than 50% of the voting rights in its subsidiaries. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposal or loss of control.


        2012 2011
      Strathmore Resources (US) Ltd. 100% 100%
      Roca Honda Resources LLC 60% 60%
      Saratoga Gold Company Ltd. 100% -
      Wyoming Gold Mining Company, Inc. 100% -

     

    Significant inter-company balances and transactions are eliminated on consolidation.

         
      (b)

    Significant accounting judgments, estimates and assumptions

         
     

    The preparation of consolidated financial statements in accordance with IFRS requires management to make accounting estimates, judgments, and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the year. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual results could differ from these estimates and judgments.

         
     

    Significant accounts that require significant estimates relate to the possible impairment of property and equipment and exploration and evaluation assets, the estimation of ore resources, the useful life of property and equipment, deferred income taxes, valuation of investments, and the valuation of share-based payments and restricted share units.

         
     

    Significant judgments relate to the determination of functional currencies for the Company and its subsidiaries and to the recognition of deferred income tax assets and liabilities.

         
      (c)

    Cash and cash equivalents

         
     

    Cash and cash equivalents include cash and those short-term, highly liquid investments with original maturities at the date purchased of three months or less or are readily convertible to cash.

         
      (d)

    Other financial assets

    Page 7


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    Other financial assets consist of investments in entities over which the Company does not have control, joint control or significant influence and are held principally for the purpose of selling in the short-term. Other financial assets were designated by the Company on initial recognition as fair value through profit and loss financial assets and are measured at fair market value. Gains and losses from changes in fair market value are recognized in the consolidated statements of loss.

         
      (e)

    Property and equipment

         
     

    Property and equipment is recorded at cost less accumulated amortization and accumulated impairment losses. The cost of an item of property and equipment consists of the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use. Amortization is calculated at rates to recognize the cost of property and equipment less their estimated residual value, using the straight-line method over the following expected useful lives:


      Geological equipment 5 years
      Vehicles 5 years
      Office equipment 5 years
      Equipment 3 years
      Computer software 2 years
      Leasehold improvements 5 years
      Building 25 years

     

    An item of property and equipment is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statements of loss.

         
     

    The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods that are used for property and equipment and any changes arising from the assessment are applied by the Company prospectively.

         
      (f)

    Exploration and evaluation assets

         
     

    The Company records exploration and evaluation expenditures, which consist of costs attributable to the exploration and evaluation of its mineral properties, at cost. All direct and indirect costs relating to the exploration and evaluation of these mineral properties are capitalized as intangible assets on the basis of specific claim blocks until the exploration and evaluation assets to which they relate are placed into production, or the mineral properties are disposed of through sale or when management has determined impairment. If a mineral property is abandoned, the exploration and evaluation costs related to the mineral property will be written off to the consolidated statements of loss in the year of abandonment. Interest on borrowings incurred to finance exploration and evaluation assets is capitalized until the assets are capable of carrying out their intended uses.

         
     

    An exploration and evaluation asset shall no longer be classified as such when the technical feasibility and commercial viability of extracting a mineral resource is demonstrated. Once reserves are established and management concludes that a future economic benefit is more likely than not to be realized, exploration and evaluation assets are tested for impairment and transferred to ‘Mines under development’. No amortization is charged during the exploration and evaluation phase.

    Page 8


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    Upon transfer of exploration and evaluation costs into ‘Mines under development’, all subsequent expenditures on the construction, installation or completion of infrastructure facilities is capitalized within ‘Mines under construction.’ Development expenditures are net of proceeds from all but the incidental sale of ore extracted during the development phase.

    On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject exploration and evaluation assets. The Company’s mineral properties and related exploration and evaluation expenditures are assessed for impairment only when facts and circumstances suggest that their carrying amounts exceed their recoverable amounts. The Company uses the following facts and circumstances as indicators that the Company should test its exploration and evaluation assets for impairment:

      (i)

    The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.

         
      (ii)

    Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

         
      (iii)

    Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.

         
      (iv)

    Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

    If any of the above indicators of impairment exist, an estimate of the mineral property’s recoverable amount is calculated in accordance with IAS 36, Impairment of Assets . The recoverable amount is determined as the higher of the fair value less costs to sell for the exploration and evaluation assets and their value in use. The fair value less costs to sell is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal. Value in use is the present value of the future cash flows expected to be obtained from the asset by the entity. The fair value less costs to sell and the value in use are determined for an individual mineral property, unless the mineral property does not generate cash inflows that are largely independent of those from other mineral properties or groups of mineral properties. If this is the case, the individual mineral properties are grouped together into cash generating units (“CGUs”) for impairment purposes. Such CGUs represent the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows from other mineral properties or other groups of mineral properties.

    If the carrying amount of the mineral property exceeds its recoverable amount, the asset is impaired and an impairment loss is charged to the consolidated statements of loss so as to reduce the carrying amount to its recoverable amount (i.e. the higher of fair value less costs to sell and value in use).

    Page 9


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the mineral property’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the mineral property is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined had no impairment loss been recognized for the mineral property interest in prior years. Such reversal is recognized in the consolidated statements of loss.

         
      (g)

    Foreign currency translation

         
     

    The functional currency is the currency of the primary economic environment in which an entity operates and has been determined for each of the US subsidiaries and the parent company. The functional currency of each of the subsidiaries is the US dollar and the functional currency of the parent company is the Canadian dollar. These consolidated financial statements are presented in Canadian dollars, which is the Company’s presentation currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates .

         
     

    Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions as well as from the translation of monetary assets and liabilities not denominated in the functional currency of the subsidiaries and parent company are recognized in the consolidated statements of loss.

         
     

    Assets and liabilities of entities with functional currencies other than Canadian dollars are translated to Canadian dollars at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting translation adjustments are included in the foreign currency translation reserve in shareholders’ equity. Additionally, foreign exchange gains and losses, related to certain intercompany loans that are permanent in nature, are included in accumulated other comprehensive loss.

         
      (h)

    Share-based payments

         
     

    The Company applies IFRS 2, Share-Based Payment , to transactions whose award and settlement are share-based. The fair value of stock options and restricted share units (“RSUs”) awarded to employees, officers, non-employees and directors is recognized over the vesting periods as share-based payments, included in the consolidated statements of loss and exploration and evaluation assets, with corresponding increases to equity. Compensation cost attributable to awards to employees is measured at fair value at the grant date using the Black-Scholes option pricing model with market related inputs as of the date of grant. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values. The fair value of share-based payments to non-employees is periodically re-measured using the Black-Scholes option pricing model until counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity instruments. The cost of share-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. Changes to the estimated number of awards that will eventually vest are accounted for prospectively. Any consideration paid by the option holders to purchase shares is credited to share capital.

    Page 10


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    The fair value of restricted share units is the market value of the underlying shares as of the date of grant.

         
      (i)

    Income taxes

         
     

    Deferred income tax is provided using the liability method on temporary differences, at the end of each reporting period, between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

         
     

    Deferred income tax liabilities are recognized for all taxable temporary differences, except:


      (i)

    where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

         
      (ii)

    in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

    Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

      (i)

    where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

         
      (ii)

    in respect of deductible temporary differences associated with investments in subsidiaries, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

    The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

    Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period.

    Page 11


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    Deferred income tax assets and liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

         
     

    Current and deferred income tax expense or recovery are recognized in net income except when they arise as a result of items recognized in other comprehensive income or directly in equity in the current or prior periods, in which case the related current and deferred income taxes are also recognized in other comprehensive income or equity, respectively.

         
      (j)

    Loss per share

         
     

    Basic loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of shares outstanding during the year. Diluted loss per share is calculated similar to basic loss per share except it is assumed that outstanding stock options, restricted share units and warrants, with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year.

         
      (k)

    Interest income

         
     

    Interest income from financial assets is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

         
      (l)

    Financial assets

         
     

    Financial assets are classified into one of four categories: fair value through profit or loss (“FVTPL”), held-to-maturity, loans and receivables, and available-for-sale. All financial assets, including derivatives, are measured in the consolidated statements of financial position at fair value at the date of acquisition. Subsequent measurement and accounting for changes in fair value will depend on the initial classification, as follows:


      (i)

    Financial assets at FVTPL are measured at fair value and changes in fair value are recognized in the statements of loss. Financial assets and liabilities are classified as at FVTPL when (a) they are acquired or incurred principally for short-term profit taking and/or meet the definition of a derivative (held-for-trading); or (b) they meet the criteria for being designated as at FVTPL and have been designated as such on initial recognition;

         
      (ii)

    A financial asset is classified as available-for-sale when: (a) it is not classified as a loan and receivable, a held-to-maturity investment or as at FVTPL; or (b) it is designated as available-for-sale on initial recognition.

    Page 12


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    The Company’s investments in equity securities of private companies are classified as available-for-sale and are subsequently measured at fair value with gains and losses recognized in other comprehensive income (“OCI”) and accumulated in the investment revaluation reserve within equity until the financial assets are derecognized or there is objective evidence that these financial assets are impaired. When available-for-sale investments in equity securities are derecognized, the cumulative gains or losses that had been previously recognized in OCI are reclassified to earnings for the period. When there is objective evidence that an available-for-sale financial asset is impaired, the cumulative loss that had been previously recognized in OCI is reclassified to earnings for the period. Impairment losses previously recognized for available-for-sale investments, except for investments in equity securities, are reversed when the fair values of the investments increase. Reversals of impairment losses are recognized in net earnings in the period in which the reversals occur; and

         
      (iii)

    Financial assets classified as loans, held-to-maturity investments, and receivables and other financial liabilities are measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating the effective interest income or interest expense over the term of the financial asset or financial liability, respectively. The interest rate is the rate that exactly discounts estimated future cash receipts or payments throughout the term of the financial instrument to the net carrying amount of the financial asset or financial liability, respectively. When there is objective evidence that an impairment loss on a financial asset measured at amortized cost has been incurred, an impairment loss is recognized in net earnings for the period measured as the difference between the financial asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s effective interest rate at initial recognition.

    Investments in equity instruments that do not have a quoted market price in an active market, and whose fair value cannot be reliably measured, shall not be designated as at FVTPL. After initial recognition, the Company measures financial assets, including derivatives that are assets, at their fair values, without any deduction for transaction costs it may incur on sale or other disposal, except for the following financial assets:

      (i)

    Loans and receivables as defined in IAS 39, Financial Instruments: Recognition and Measurement , which shall be measured at amortized cost using the effective interest method;

         
      (ii)

    Held-to-maturity investments as defined in IAS 39, which shall be measured at amortized cost using the effective interest method; and

         
      (iii)

    Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity instruments, which shall be measured at cost.

    Page 13


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    Transaction costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset.

         
      (m)

    Financial liabilities

         
     

    All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or classified as other financial liabilities. Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

         
     

    Financial liabilities classified as FVTPL include financial liabilities held-for-trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. At the end of each reporting period subsequent to initial recognition, financial liabilities classified as FVTPL are measured at fair value, with changes in fair value recognized directly in profit or loss in the period in which they arise. The net gain or loss recognized in profit or loss excludes any interest paid on the financial liabilities.

         
      (n)

    Impairment of financial assets

         
     

    Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each period end. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Objective evidence of impairment could include the following:


      (i)

    significant financial difficulty of the issuer or counterparty;

         
      (ii)

    default or delinquency in interest or principal payments; or

         
      (iii)

    it has become probable that the borrower will enter bankruptcy or financial reorganization.

    For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.

    With the exception of available-for-sale financial assets that are investments in equity securities, if, in a subsequent period, the amount of the impairment loss decreases and the decrease relates to an event occurring after the impairment was recognized; the previously recognized impairment loss is reversed through profit or loss. On the date of impairment reversal, the carrying amount of the financial asset cannot exceed its amortized cost had impairment not been recognized.

    Page 14


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

      (o)

    De-recognition of financial assets and financial liabilities

         
     

    Financial assets are de-recognized when the rights to receive cash flows from the assets expire or, the financial assets are transferred and the Company has transferred substantially all the risks and rewards of ownership of the financial assets. On de- recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized directly in equity is recognized in profit or loss.

         
     

    For financial liabilities, they are de-recognized when the obligation specified in the relevant contract is discharged, cancelled or expires. The difference between the carrying amount of the financial liability de-recognized and the consideration paid and payable is recognized in profit or loss.

         
      (p)

    Non-controlling interests

         
     

    Non-controlling interests in the Company’s less than wholly-owned subsidiaries are classified as a separate component of equity. On initial recognition, non-controlling interests are measured at their proportionate share of the acquisition date fair value of identifiable net assets of the related subsidiary acquired by the Company. Subsequent to the acquisition date, adjustments are made to the carrying amount of non- controlling interests for the non-controlling interests’ share of changes to the subsidiary’s equity. Adjustments to recognize the non-controlling interests’ share of changes to the subsidiary’s equity are made even if this results in the non-controlling interests having a deficit balance. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non-controlling interests is adjusted to reflect the change in the non-controlling interests’ relative interests in the subsidiary and the difference between the adjustment to the carrying amount of non-controlling interests and the Company’s share of proceeds received and/or consideration paid is recognized directly in equity and attributed to shareholders of the Company.


    4.

    New accounting pronouncements

       

    Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or IFRIC that are mandatory for accounting periods beginning after January 1, 2013, or later periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

       

    Accounting standards anticipated to be effective January 1, 2013 include the following:

       

    IFRS 7, Financial Instruments: Disclosures

       

    The amendments to disclosure requirements in IFRS 7 emphasize the interaction between quantitative and qualitative disclosures and the nature and extent of risks and amends credit risk disclosures. Management is currently evaluating the impact on the Company’s consolidated financial statements.

       

    IFRS 9, Financial Instruments

       

    This new standard is a partial replacement of IAS 39, Financial Instruments: Recognition and Measurement . IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2013. Management is currently reviewing the potential impact IFRS 9 may have on the Company’s consolidated financial statements.

    Page 15


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    IFRS 10, Consolidated financial statements

    In May 2011, the IASB issued IFRS 10, Consolidated Financial Statements . This standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 defines the principle of control and establishes control as the basis for determining which entities are consolidated in the consolidated financial statements. The new converged fair value framework is effective for annual periods beginning on or after January 1, 2013. Management is currently reviewing the potential impact IFRS 10 may have on the Company’s consolidated financial statements.

    IFRS 11, Joint Arrangements

    In May 2011, the IASB issued IFRS 11, Joint Arrangements . This standard establishes principles for financial reporting by parties to a joint arrangement. IFRS 11 requires a party to assess the rights and obligations arising from an arrangement in determining whether an arrangement is either a joint venture or a joint operation. Joint ventures are to be accounted for using the equity method while joint operations will continue to be accounted for using proportionate consolidation. The new converged fair value framework is effective for annual periods beginning on or after January 1, 2013. Management is currently reviewing the potential impact IFRS 11 may have on the Company’s consolidated financial statements.

    IFRS 13, Fair Value Measurement

    IFRS 13, Fair Value Measurement , is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and in many cases does not reflect a clear measurement basis or consistent disclosures. The new converged fair value framework is effective for annual periods beginning on or after January 1, 2013. Management does not anticipate the application of IAS 28 to have a significant impact on the Company’s consolidated financial statements.

    IAS 19, Employee Benefits

    In June 2011, the IASB issued an amended version of IAS 19, Employee Benefits . This amendment eliminates the ‘corridor method’ of accounting for defined benefit plans. This revised standard also accelerates the recognition of past service costs and requires a net interest approach. In addition, it streamlines the presentation of changes in assets and liabilities arising from defined benefit plans, and enhances the disclosure requirements. Management does not anticipate the application of IAS 19 to have a significant impact on the Company’s consolidated financial statements.

    IAS 28, Investments in Associates

    The standard was amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 12. This amendment is effective for annual periods beginning on or after January 1, 2013. Earlier adoption is permitted. Management does not anticipate the application of IAS 28 to have a significant impact on the Company’s consolidated financial statements.

    Page 16


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    5.

    Other financial assets

       

    Other financial assets have been classified as fair value through profit or loss with any changes in value recognized through the consolidated statements of loss and are comprised of the following:


     

     

      Fair value     Fair value  
     

     

      December 31,     December 31,  
     

     

      2012     2011  
     

     

    $   $  
     

    Sky Digital Stores Corp. ("Sky") (formerly Yellowcake Mining Inc.)

      5,600     10,068  
     

    American Uranium Corporation ("American Uranium")

      14,280     661  
     

    Bayswater Uranium Corporation ("Bayswater")

      220,785     482,966  
     

    Crosshair Energy Corporation ("Crosshair")

      -     182,880  
     

     

      240,665     676,575  

    The Company sold the following other financial assets:

              December 31,     December 31,  
          Shares Sold     2012     2011  
              $   $  
                         
      Gain on disposal of Bayswater shares   1,248,000     -     445,474  
      Loss on disposal of Crosshair shares   522,513     (172,797 )   -  

    During the year ended December 31, 2012, the Company recorded an unrealized loss of $187,438 (December 31, 2011 - $2,285,997 unrealized loss) resulting from changes in the fair market values of its other financial assets. The resulting unrealized loss has been included in other items in the consolidated statements of loss.

    Page 17


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    6.

    Exploration and evaluation assets


      Roca                             Total  
    For the year ended   Honda     Marquez     Copper King     Gas Hills     Other     Property  
    December 31, 2012   Property     Property     Property     Property     Properties     Costs  
      $   $   $     $   $  
     Balance, beginning of year   24,104,495     1,862,292     -     7,036,863     5,480,124     38,483,774  
                                         
     Incurred during the year                                    
         Acquisition costs   -     259,700     6,847,984     -     1,339     7,109,023  
         Administration   406,922     744     6,795     118,411     3,878     536,750  
         Drilling   228,026     -     -     2,429,655     -     2,657,681  
         Engineering   1,914,823     -     7,076     1,014,887     1,141     2,937,927  
         Feasibility study   24,535     -     -     -     -     24,535  
         Geology & Geophysics   351,672     -     37,788     375,432     2,514     767,406  
         Property maintenance fees   17,336     1,786     122     251,622     148,718     419,584  
         Permitting/Regulatory   3,610,307     -     8,865     1,257,819     56     4,877,047  
         Personnel time   27,659     -     -     -     468     28,127  
         Quality assurance   1,723     -     -     183     -     1,906  
         Share-based payments   176,641     1,055     2,074     247,318     14,792     441,880  
         Travel   66,247     -     1,565     10,610     -     78,422  
         Health & Safety   -     -     -     4,864     -     4,864  
        6,825,891     263,285     6,912,269     5,710,801     172,906     19,885,152  
                                         
     Foreign currency translation   (585,663 )   (51,443 )   (17,171 )   (196,063 )   (128,835 )   (979,175 )
                                         
     Balance, end of year   30,344,723     2,074,134     6,895,098     12,551,601     5,524,195     57,389,751  

    Page 18


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

      Roca                       Total  
    For the year ended   Honda     Marquez     Gas Hills     Other     Property  
    December 31, 2011   Property     Property     Property     Properties     Costs  
      $   $   $   $   $  
         Balance, beginning of year   15,482,793     1,571,893     5,063,106     5,031,291     27,149,083  
                                   
     Incurred during the year                              
         Acquisition costs   -     253,868     10,285     901     265,054  
         Administration   344,961     131     41,639     4,373     391,104  
         Drilling   1,319,243     -     565,076     471     1,884,790  
         Engineering   2,657,379     -     278,371     141,370     3,077,120  
         Feasibility Study   784,669     -     -     -     784,669  
         Geology & Geophysics   346,288     -     86,145     3,790     436,223  
         Property maintenance fees   15,067     292     241,420     142,246     399,025  
         Permitting/Regulatory   2,390,639     -     491,326     524     2,882,489  
         Personnel Time   26,614     -     -     1,668     28,282  
         Quality Assurance   1,001     -     -     -     1,001  
         Share-based payments   159,329     149     91,695     25,104     276,277  
         Travel   63,850     -     87     -     63,937  
         Health & Safety   556     -     536     -     1,092  
        8,109,596     254,440     1,806,580     320,447     10,491,063  
                                   
     Foreign currency translation   512,106     35,959     167,177     128,386     843,628  
                                   
     Balance, end of year   24,104,495     1,862,292     7,036,863     5,480,124     38,483,774  

    Page 19


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    Titles to the mineral properties involve certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated the titles to all of its mineral properties, and to the best of its knowledge, the titles to all of its mineral properties are in good standing using accepted industry standards.

    Based on the Company’s analysis of its properties in consideration of any impairment, it was concluded that there was no impairment during the year ended December 31, 2012 (December 31, 2011 -$nil).

      (a)

    Roca Honda property

         
     

    On July 26, 2007, the Company completed an agreement with Sumitomo Corp. (“Sumitomo”) of Japan to develop the Roca Honda uranium project located in New Mexico. The Company has transferred its entire interest in the Roca Honda property to Roca Honda Resources LLC (“RHR”), a subsidiary in which the Company owns 60% and Sumitomo owns 40%. Each Member is obligated to contribute funds to the Company in proportion to their respective ownership interests pursuant to capital calls by Strathmore US based on approved annual budgets. The initial 5 year budget of $27,215,000 expired on December 31, 2011. Ongoing permitting activities and additional activities needed to advance the property towards the production stage must be unanimously approved in the annual budgets by the members. Any Member may elect to resign from RHR by providing notice to the other Members. If dissolution of RHR occurs and Strathmore US is not in default, Strathmore US would receive the mineral property interests that it contributed to RHR and any remaining proceeds and assets would be distributed in accordance with the respective ownership interests of the Members.

         
     

    Following completion of development, permitting and the feasibility study, should a positive decision be made to proceed, Sumitomo will contribute a pre-determined cash contribution for development of the Roca Honda mine.

         
     

    The Company has consolidated Roca Honda Resources LLC into its operations and has recorded the following non-controlling interests balance:


        $  
      Balance, January 1, 2011   6,235,304  
      Non-controlling interests' share of exploration and evaluation expenditures   3,162,913  
      Foreign exchange movement   222,036  
      Balance, December 31, 2011   9,620,253  
      Non-controlling interests' share of exploration and evaluation expenditures   2,710,091  
      Foreign exchange movement   (221,945 )
      Balance, December 31, 2012   12,108,399  

    Page 20


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

      (b)

    Marquez property

         
     

    On September 5, 2007, the Company entered into a mineral lease agreement on the Marquez property located in New Mexico, for a period of ten years, with the option to extend the lease for an additional five years. The agreement was amended on January 14, 2013 by reducing the 2013 annual rental payment from $250,000 to $40,000. All other terms of the original agreement remain in effect. The Company has paid US$750,000 and is required to make annual payments of US$250,000 – with the exception of 2013 - during the initial ten year term. To extend the lease for an additional five years, the Company is required to pay US$750,000 and make annual payments of US$300,000 thereafter. To extend the lease beyond fifteen years, the Company is required to pay an additional US$750,000.

         
     

    The property is subject to an 8% net proceeds production royalty. Should commercial production not commence by September 2015, the Company will be required to pay additional annual minimum advance royalty payments of US$250,000, which may be recovered from future production royalties.

         
      (c)

    Gas Hills properties

         
     

    Gas Hills and Definitive Agreement with Korea Electric Power Corp.

         
     

    On February 1, 2012, the Company completed a two phase strategic Definitive Agreement (the “Agreement”) with Korea Electric Power Corp. (“KEPCO”). In Phase I, KEPCO acquired 14,586,182 common shares of Strathmore at $0.55 per share for total gross proceeds of $8,022,400, with the proceeds deposited into a jointly controlled escrow bank account. The proceeds will be used to advance the Gas Hills properties, in accordance with the Phase I program and budget. In addition, the Agreement contains an off-take provision, whereby KEPCO has the right to purchase a portion of any future annual uranium production from Strathmore's properties, subject to pre-existing agreements. Future off-take uranium purchases are determined by KEPCO's equity ownership in Strathmore.

         
     

    In Phase II, KEPCO will have the option to participate in a "Phase II" development program, allowing KEPCO to earn-in up to a 40% interest in the Gas Hills properties by funding expenditures totalling US$32 million over three years beginning in 2013. KEPCO will have the option to receive uranium “in-kind” from Gas Hill’s production based on KEPCO’s proportionate interest in the Gas Hills properties. Strathmore will continue to be the operator of the Gas Hills properties and will receive 5% of expenditures as a management fee for its services.

         
     

    Gas Hills Mill Site property

         
     

    On December 10, 2007, the Company entered into an option agreement to acquire the Gas Hills Mill Site property located in Wyoming and the related Nuclear Regulatory Commission (“NRC”) license. The Company pays an annual renewal fee of US$10,000 to extend the option agreement.

         
     

    Other Gas Hills properties

    Page 21


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    The Company had acquired, by staking, its original 100% interest in certain claims located in the Gas Hills region of Wyoming, USA during prior years. Certain claims are subject to a 5% net proceeds royalty.

         
      (d)

    Copper-King property

         
     

    On May 11, 2012, the Company acquired all of the outstanding shares of Saratoga Gold Company Ltd. (“Saratoga”), a private company incorporated in the Province of British Columbia, for total consideration amounting to $6,839,362, comprising 18,255,002 in common shares of Strathmore valued at $6,663,076 and $176,286 in acquisition related costs. Saratoga’s primary asset is its wholly-owned subsidiary, Wyoming Gold Mining Company, Inc. (“Wyoming Gold”), which owns 100% interest in an advanced stage gold-copper property in Wyoming, US. The Sheep Creek Montana properties were also acquired in this transaction.

         
     

    The acquisition has been accounted for as a purchase of assets and the assumption of liabilities by the Company. This transaction does not qualify as a business combination under IFRS 3, Business Combinations because significant inputs and processes that constitute a business were not identified for the following reasons:


      (i)

    The ability to create outputs by applying processes to Saratoga’s inputs through its claims, licenses, mineral resources, in-place contracts, and mining processing and infrastructure were not operational at the acquisition date. Outputs may include concentrate, ore and minerals. Saratoga does not have processes in place to permit, develop, and ultimately place its mineral properties into production.

         
      (ii)

    The employees of Strathmore are needed for further exploration, permitting, and development of the Copper-King property. Strathmore did not acquire any employees of Saratoga.

         
      (iii)

    Saratoga requires the completion of a feasibility study, additional drilling to convert the resources into reserves, and permitting on its Copper-King property before a production decision can be made.

    The purchase price was allocated to the assets acquired and the liabilities assumed based upon their estimated fair value at the date of acquisition. A value of $6,842,078 was allocated to exploration and evaluation assets for the mineral interests. According to the exemption in IAS 12, Income Taxes , Strathmore does not recognize a deferred tax asset or liability arising from the acquired assets of Saratoga.

    Page 22


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

     

    $  
     

    Purchase price:

         
     

    18,255,002 common shares of Strathmore at CAD $0.365

      6,663,076  
     

    Transaction costs

      176,286  
     

    Total purchase price

      6,839,362  
     

     

         
     

    Assets acquired:

         
     

    Net working capital

      (50,961 )
     

    Reclamation bonds

      48,245  
     

    Exploration and evaluation assets

      6,842,078  
     

    Net identifiable assets

      6,839,362  

      (e)

    Other properties

         
     

    The Company had acquired its original 100% interest in certain claims located in New Mexico and Wyoming, USA, during prior years. These properties include Dalton Pass, Ambrosia Lake, Church Rock, Nose Rock/Crown Point, Sky/Cedar Rim, Kaycee, Copper Mountain, Shirley Basis, Ketchum Buttes, NE Wyoming Leases, Crooks Gap, and Chords.

         
     

    Juniper Ridge property – acquisition of mineral property interest

         
     

    The Company entered into an option agreement on October 29, 2010 with Crosshair Energy Corporation for the sale of its Juniper Ridge property. The Company has received US$450,000 in cash and 522,513 shares valued at US$250,000 from Crosshair in conjunction with the option agreement. During 2012, Crosshair withdrew from the option agreement. As a result of the termination, Strathmore now retains its 100% interest in the Juniper Ridge property.

         
      (f)

    Royalties

         
     

    In connection with the sale of the Company’s Pine Tree/Reno Creek property to Bayswater on April 7, 2010, the Company retains a 5% gross proceeds royalty from sales that can be re-purchased in whole or in part by Bayswater at any time before the commencement of commercial production for US$2,000,000 (US$1,000,000 in cash and US$1,000,000 in common shares of Bayswater) per 1% royalty reduction up to a maximum of the entire 5% royalty for US$10,000,000.

         
     

    In connection with the sale of the Company’s seven state uranium mineral leases to Peninsula Minerals Limited on August 24, 2009, the Company retains a 4% gross sales royalty.

    Page 23


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    7.

    Property and Equipment


     

      Geological           Office     Computer     Computer     Leasehold                    

     

      Equipment     Vehicles     Equipment     Equipment     Software     Improvements     Building     Land     Total  

    Cost

    $   $   $   $   $   $   $   $   $  

    Balance at January 1, 2011

      125,520     403,133     288,422     229,953     143,151     356,221     449,866     316,382     2,312,648  

     Additions

      305,425     4,548     2,247     4,068     -     16,352     -     -     332,640  

     Foreign currency translation

      5,835     9,304     3,003     1,384     827     306     10,132     7,126     37,917  

    Balance at December 31, 2011

      436,780     416,985     293,672     235,405     143,978     372,879     459,998     323,508     2,683,205  

     

                                                         

     Additions

      43,613     61,894     37,804     23,323     89,412     15,000     -     -     271,046  

     Disposals

      -     -     (82,435 )   -     -     (359,009 )   -     -     (441,444 )

     Foreign currency translation

      (9,750 )   (8,729 )   (2,910 )   (1,623 )   (497 )   (302 )   (9,996 )   (7,030 )   (40,837 )

    Balance at December 31, 2012

      470,643     470,150     246,131     257,105     232,893     28,568     450,002     316,478     2,471,970  

    Page 24


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

      Geological           Office     Computer           Leasehold                    

     

      Equipment     Vehicles     Equipment     Equipment     Software     Improvements     Building     Land     Total  

    Accumulated amortization

    $   $   $   $   $   $   $   $   $  

    Balance at January 1, 2011

      96,868     267,259     208,099     213,973     131,733     253,485     64,137     -     1,235,554  

     Amortization expense

      78,902     83,567     48,669     8,965     9,944     63,422     18,565     -     312,034  

     Foreign currency translation

      925     5,566     1,882     1,231     827     190     1,279     -     11,900  

    Balance at December 31, 2011

      176,695     356,392     258,650     224,169     142,504     317,097     83,981     -     1,559,488  

     Disposals

      -     -     (79,701 )   -     -     (320,892 )   -           (400,593 )

     Amortization expense

      82,316     61,058     34,899     12,738     33,471     18,784     18,085     -     261,351  

     Foreign currency translation

      (13,629 )   (13,039 )   (7,017 )   (2,147 )   (1,000 )   (248 )   (1,909 )   -     (38,989 )

    Balance at December 31, 2012

      245,382     404,411     206,831     234,760     174,975     14,741     100,157     -     1,381,257  

     

                                                         

    Carrying Amount

                                                         

    Balance at December 31, 2011

      260,085     60,593     35,022     11,236     1,474     55,782     376,017     323,508     1,123,717  

    Balance at December 31, 2012

      225,261     65,739     39,300     22,345     57,918     13,827     349,845     316,478     1,090,713  

    Page 25


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    8.

    Available-for-sale financial assets

       

    The Company’s investments in equity securities of private companies have been classified as available-for-sale financial assets, which are measured at fair value. Any impairment amounts would be recognized through the consolidated statements of loss and are comprised of the following:


          Cost     Cost  
          December 31,     December 31,  
          2012     2011  
        $   $  
      Mogul Ventures Corp. ("Mogul")   2,000,000     2,000,000  
      Vico Energy Corp. ("Vico")   -     100,000  
          2,000,000     2,100,000  

    On April 5, 2011, the Company acquired 8,000,000 common shares of Mogul Ventures Corp. by a subscription agreement for $2,000,000.

       

    On November 1, 2011, the Company acquired 1,250,000 common shares of Vico Energy Corp. by a subscription agreement for $100,000. For each common share acquired, the Company also acquired one half of one non-transferable share purchase warrant of Vico. Each whole warrant entitles Strathmore to purchase one additional common share of Vico at a price of $0.10 per warrant for a period of five years. During the year ended December 31, 2012, the Company recorded an impairment charge of $100,000 (December 31, 2011 - $nil) and has recorded the amount in the consolidated statements of loss.

       
    9.

    Share capital, stock options, restricted share units, warrants, and other capital reserves

       

    The Company has authorized an unlimited number of common shares, without par value. On February 1, 2012, the Company entered into an ongoing share subscription agreement with KEPCO. Under the terms of the agreement, KEPCO has the option to subscribe for additional common shares in the Company’s future public or private share offerings to maintain its proportionate common share interest. The agreement also entitles KEPCO to appoint at least one director when its ownership interest in Strathmore’s common shares is greater than or equal to 20%.


      (a)

    Share capital

         
     

    Share subscription

         
     

    On February 11, 2012, the Company completed an equity financing with KEPCO (see note 6(c)) of 14,586,182 common shares at a price of $0.55 per share for gross proceeds of $8,022,400. The Company paid $18,407 in share issuance costs as a result of the equity financing with KEPCO.

         
     

    Acquisition of Saratoga

    Page 26


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    On May 11, 2012, the Company completed the acquisition of all the outstanding shares of privately held Saratoga. As part of the consideration for the acquisition of Saratoga, the Company issued 18,255,002 of its common shares to Saratoga shareholders on the basis of 1.25 Strathmore shares for each share of Saratoga with a fair value of $6,663,076 on the date of acquisition. Refer to note 6(d).

         
      (b)

    Stock options and warrants

         
     

    The Company has a stock option plan whereby, from time to time, at the discretion of the Board of Directors (the “Board”), stock options are granted to directors, officers, employees and certain consultants. The Board will establish the exercise prices of options at the time options are granted, provided that such prices shall not be less than the market prices. The options granted must be exercised no later than ten years after the date of grant or such lesser period as the applicable grant may require, and the options will have vesting periods determined by the Board to be settled in the Company’s common shares.

         
     

    The aggregate maximum number of shares available for issuance from treasury under the plan is 14,000,000. Any shares subject to options which have been granted under the plan and which options have been cancelled, surrendered or terminated in accordance with the terms of the plan without having been exercised will again be available under the plan.

         
     

    Stock option and share purchase warrant transactions are summarized as follows:


     

     

      Stock Options     Warrants  
     

     

            Weighted           Weighted  
     

     

            Average           Average  
     

     

            Exercise           Exercise  
     

     

      Number     Price     Number     Price  
     

     

          $         $  
     

    Outstanding, January 1, 2011

      8,405,000     0.69     7,750,864     0.75  
     

    Granted

      200,000     1.30     -     -  
     

    Exercised

      (740,000 )   0.42     (257,500 )   0.75  
     

    Forfeited

      (180,000 )   0.97     -     -  
     

    Outstanding, December 31, 2011

      7,685,000     0.73     7,493,364     0.75  
     

    Granted

      3,050,000     0.38     -     -  
     

    Cancelled/Forfeited

      (125,000 )   1.17     -     -  
     

    Expired

      -     -     (7,493,364 )   0.75  
     

    Outstanding, December 31, 2012

      10,610,000     0.70     -     -  

    For stock options exercised during the year ended December 31, 2011, the weighted average fair value per option is $1.05. There were no stock options exercised during the year ended December 31, 2012.

    The following table summarizes information about outstanding stock options at December 31, 2012:

    Page 27


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

      Stock Options                  
      Number   Exercise     Number        
      Outstanding   Price     Exercisable     Expiry Date  
        $              
      400,000   2.25     400,000     January 2, 2013  
      35,000   0.70     35,000     April 23, 2013  
      150,000   0.60     150,000     September 26, 2013  
      3,875,000   0.41     3,875,000     November 10, 2013  
      100,000   1.30     100,000     February 1, 2014  
      1,905,000   0.65     1,334,166     February 17, 2015  
      190,000   1.30     126,667     November 29, 2015  
      1,305,000   1.17     870,004     December 23, 2015  
      1,050,000   0.56     175,001     February 22, 2022  
      1,600,000   0.22     -     October 26, 2022  
      10,610,000         7,065,838        

      (c)

    Share-based payments

         
     

    During the year ended December 31, 2012, the Company granted 3,050,000 (December 31, 2011 – 200,000) options to employees, officers and directors. The outstanding options at December 31, 2012 vest over periods ranging from 2.5 years to 3 years. The stock options are recorded at fair value in the consolidated statements of loss and the consolidated statements of financial position using the Black-Scholes option pricing model. The expected volatility assumption is based on the historical and implied volatility of the Company’s Canadian dollar common share prices on the Toronto Stock Exchange and on the Toronto Stock Venture Exchange. The risk-free interest rate assumption is based on yield curves on Canadian Government zero- coupon bonds with a remaining term equal to the stock options’ expected life. The total amount of share-based payments recognized in the consolidated statements of loss during the year ended December 31, 2012 was $577,722 (December 31, 2011 – $811,776) and in exploration and evaluation assets in the consolidated statements of financial position at December 31, 2012 was $386,841 (December 31, 2011 - $247,397) as a result of options granted and vested. These amounts were also recorded as other capital reserves in the consolidated statements of financial position. The weighted average fair value of options granted during the year ended December 31, 2012 was $0.24 (December 31, 2011 - $0.83) per option. The weighted average remaining contractual life for options outstanding at December 31, 2012 is 3.5 years (December 31, 2011 – 2.5 years).

         
     

    During the year ended December 31, 2012, the following weighted average assumptions were used for the valuation of stock options:

    Page 28


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

      December 31 2012 2011
           
      Expected risk-free interest rate 1.28% 1.80%
      Expected life 3.5 years 2.5 years
      Expected volatility 94% 113%
      Expected dividend rate 0.00% 0.00%

      (d)

    Restricted share units

         
     

    The Company implemented a restricted share plan whereby, from time to time, at the discretion of the Board, restricted share rights are granted to directors, officers, employees and certain consultants to acquire any number of fully paid and non- assessable shares. The Board shall determine the restricted period applicable to such restricted share rights. The aggregate maximum number of shares available for issuance from treasury under this plan shall not exceed 5,500,000 shares. Any shares subject to restricted share rights, which have been granted under the plan and which have been cancelled or terminated in accordance with the terms of the plan without the applicable restriction period having expired, will again be available under the plan. During the year ended December 31, 2012, 2,935,000 in restricted share units were granted by the Company to employees, consultants, officers, and directors of the Company. The restricted share units granted in 2011 have a total fair value of $646,292 and are released over 2.5 years and the restricted share units granted in 2012 have a total fair value of $948,674 and are released over 2.5 years.

         
     

    The total amount of restricted share units recognized in share-based payments in the consolidated statements of loss during the year ended December 31, 2012 was $522,619 (December 31, 2011 - $82,603) and in exploration and evaluation assets in the consolidated statements of financial position was $331,316 (December 31, 2011 - $28,880) as a result of restricted share units issued. These amounts were also recorded as other capital reserves in the consolidated statement of financial position. The weighted average fair value of restricted share units granted during the year ended December 31, 2012 was $0.34 (December 31, 2011 - $0.45). The weighted average remaining contractual life for restricted share units outstanding at December 31, 2012 is 1.9 years (December 31, 2011 – 2.3 years).


      Outstanding, January 1, 2011   -  
      Granted   1,494,000  
      Outstanding, December 31, 2011   1,494,000  
      Granted   2,935,000  
      Released   (932,000 )
      Forfeited   (66,333 )
      Outstanding, December 31, 2012   3,430,667  

    Page 29


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

      (e)

    Other capital reserves

         
     

    The Company’s other capital reserves relate to stock options and restricted share units granted by the Company to employees, consultants, officers and directors under its stock option and restricted share plans. Details about the Company’s share-based payments and restricted share units are provided in notes 9(b), 9(c), and 9(d).

         
      (f)

    Loss per share

         
     

    Loss per share for the years ended December 31, 2012 and 2011 were calculated based on the following:


      December 31   2012     2011  
                   
      Basic and diluted weighted average number of shares outstanding   115,013,283     89,789,207  

    The stock options and restricted share units were anti-dilutive for the years ended December 31, 2012 and December 31, 2011.

    10.

    Income taxes

       

    Income tax expense recognized in the consolidated statements of loss is broken down as follows:


      Year ended December 31   2012     2011  
        $   $  
                   
      Deferred tax recovery recognized in the current year   -     1,310,101  
      Total income tax recovery recognized in the current year   -     1,310,101  

    Income tax expenses differ from the amounts that would result from applying the Canadian federal and provincial tax rate to earnings before income taxes. These differences result from the following items:

    Page 30


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

     

    Year ended December 31

      2012     2011  
     

     

    $   $  
     

    Loss before income taxes

      (5,845,317 )   (5,976,380 )
     

     

               
     

    Statutory income tax rate

      25.0%     26.5%  
     

     

               
     

    Theoretical tax expense at the income tax rate in effect in Canada

      (1,461,329 )   (1,583,741 )
     

    Effect of tax rate differences

      (306,157 )   (325,214 )
     

    Adjustment to deferred income tax assets and liabilities resulting from rate changes

      -     (28,353 )
     

    Non-deductible expenses

      541,237     336,082  
     

    Tax effect of tax losses and temporary differences not recognized

      1,192,955     (451,103 )
     

    Tax impact of changes in the foreign exchange rate

      33,294     742,228  
     

     

      -     (1,310,101 )

    The movement in deferred income tax assets and liabilities during the year ended December 31, 2012, without taking into consideration the offsetting balances within the same tax jurisdiction, is as follows:

          December 31,     December 31,  
      Deferred income tax assets (liabilities)   2012     2011  
        $   $  
      Investments   489,776     436,423  
      Other assets   -     97,159  
      Tax loss carry forwards   5,928,545     3,779,173  
      Deferred income tax assets   6,418,321     4,312,755  
                   
      Exploration and evaluation assets   (6,347,205 )   (4,203,163 )
      Property and equipment   (71,116 )   (109,592 )
      Deferred income tax liabilities   (6,418,321 )   (4,312,755 )
                   
      Net deferred income tax assets (liabilities)   -     -  

    At December 31, 2012, the Company has unrecognized tax attributes aggregating to $4,688,873 (December 31, 2011 - $4,269,893), noted below, that are available to offset future taxable income. However, these tax attributes relate to the parent company that has a history of losses, and may not be used to offset taxable income.

          December 31,     December 31,  
          2012     2012  
        $   $  
                   
      Property and equipment   242,440     222,272  
      Exploration and evaluation assets   1,905,323     1,905,323  
      Other assets   173,199     181,248  
      Tax loss carry forwards   2,367,911     1,961,050  
      Unrecognized deferred tax assets   4,688,873     4,269,893  

    As at December 31, 2012, the Company has available non-capital losses for income tax purposes in Canada and the US totalling approximately $27,426,443, which are available to be carried forward to reduce taxable income in future years and for which no deferred income tax asset has been recognized, and which expire as follows:

    Page 31


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)
                         
      Year   Canada     US     Total  
        $   $   $  
                         
      2028   2,197,273     1,895,953     4,093,226  
      2029   1,480,873     3,372,795     4,853,668  
      2030   1,919,610     16,455     1,936,065  
      2031   1,987,957     4,469,923     6,457,880  
      2032   1,765,628     8,319,976     10,085,604  
      Total   9,351,341     18,075,102     27,426,443  

    Subject to certain restrictions, the Company has capital losses of $240,610 and resource exploration expenditures of approximately $7,621,292 in Canada, and resource exploration expenditures of $21,041,845 in the United States available to reduce taxable income in future years.

       
    11.

    Supplemental disclosure with respect to cash flows


          December 31,     December 31,  
          2012     2011  
        $   $  
      Cash and cash equivalents            
      Cash            
         CAN$   127,127     579,405  
         US$   2,386,524     1,581,112  
          2,513,651     2,160,517  
      Term deposits            
         CAN$   2,855,076     9,410,065  
          5,368,727     11,570,582  

    The Company has $244,562 (December 31, 2011 - $246,785) in restricted cash and cash equivalents to guarantee credit cards and $893,007 (December 31, 2011 - $310,015) in other restricted assets to guarantee performance bonds for compliance with environmental laws, and are therefore not available for general use by the Company. As at December 31, 2012, these performance bonds consisted of $844,854 (December 31, 2011 - $310,015) relating to the Gas Hills properties and $48,153 (December 31, 2011 - $nil) relating to the Copper-King property.

    Management reclassified the Company’s performance bonds, totalling $310,015 classified by the Company at December 31, 2011 in restricted cash and cash equivalents, to other restricted assets for comparative purposes. Based on the extent of the activities at the Company’s Gas Hills properties in 2012 and with the acquisition of additional performance bonds, management concluded that these bonds should be classified as long-term assets because of the uncertainty in the release date of these bonds during the next 12 months.

    Page 32


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    Management reclassified $385,430 from changes in non-cash working capital items to expenditures on exploration and evaluation during the year ended December 31, 2011 in the consolidated statements of cash flows for comparative purposes. Management concluded that because this reclassification amount represents accounts payable and accruals included in exploration and evaluation assets at December 31, 2011, it is best presented in investing activities of the consolidated statements of cash flows.

    During the year ended December 31, 2012, the Company earned $117,539 (December 31, 2011 - $260,692) in interest income on its cash and cash equivalents and on its other financial assets.

     

     

      December 31,     December 31,  
     

     

      2012     2011  
     

     

    $   $  
     

    Changes in non-cash working capital items:

               
     

     Decrease (increase) in trade and other receivables

      33,904     (66,455 )
     

     Increase in other financial assets

      -     (6,198 )
     

     Increase in prepaid expenses

      (40,686 )   (52,683 )
     

     Decrease in restricted cash and cash equivalents

      2,223     95,894  
     

     Decrease in income taxes receivable

      -     1,468,951  
     

     

               
     

     Increase in trade and other payables

      179,557     172,321  
     

    Total changes in non-cash working capital items

      174,998     1,611,830  

    There were $nil cash payments for income taxes during the year ended December 31, 2012 (December 31, 2011 - $nil).

    Significant non-cash transactions during the year ended December 31, 2012 include the following:

      (a)

    Recognizing $979,146 in foreign currency translation adjustment through exploration and evaluation assets.

         
      (b)

    Recognizing $6,663,076 in share capital for the acquisition of Saratoga through exploration and evaluation assets.

         
      (c)

    Recognizing $441,880 in fair value for the share-based payments in exploration and evaluation assets.

         
      (d)

    Recognizing $221,945 in foreign currency translation adjustment through non- controlling interest.

         
      (e)

    Recognizing $436,932 in fair value for the released restricted share units under other capital reserves through share capital.

    Significant non-cash transactions during the year ended December 31, 2011 include the following:

      (a)

    Recognizing $773,834 of other capital reserves on exercised options into common shares.

    Page 33


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

      (b)

    Recognizing $843,628 in foreign currency translation adjustment through exploration and evaluation assets.

         
      (c)

    Recognizing $276,277 of share-based payments in exploration and evaluation assets.

         
      (d)

    Recognizing $222,036 in foreign currency translation adjustment in non-controlling interest.

         
      (e)

    Recognizing $179,375 in prepaid expenses through property and equipment.


    12.

    Related party transactions

       

    Balances between the Company and its subsidiaries have been eliminated on consolidation and are disclosed below. Details of the transactions between the Company and other related parties are discussed below.

       

    Intercompany balances resulting from transactions during the normal course of business are as follows at the end of the period:


     

     

      December 31,     December 31,  
     

     

      2012     2011  
     

     

    $   $  
     

    Intercompany balances to be received by:

               
     

    Strathmore Minerals Corp.

      40,248,004     27,748,554  
     

    Wyoming Gold Mining Company, Inc.

      10,650     -  
     

    Strathmore Resources (US) Ltd.

      258,079     160,307  
     

     

               
     

    Intercompany balances to be paid by:

               
     

    Strathmore Resources (US) Ltd.

      40,159,416     27,748,554  
     

    Wyoming Gold Mining Company, Inc.

      83,680     -  
     

    Saratoga Gold Company Ltd.

      99,238     -  
     

    Roca Honda Resources LLC

      171,471     160,307  

    Details of the transactions between the Company and other related parties are discussed below:

     

     

      December 31,     December 31,  
     

     

      2012     2011  
     

     

    $   $  
     

    Share-based payments for options granted to directors and key management personnel

      518,303     658,494  
     

    Share-based payments for restricted share units granted to directors and key management personnel

      486,076     79,098  
     

    Wages and consulting fees paid to directors and key management personnel

      1,496,158     1,372,763  
     

     

      2,500,537     2,110,355  

    Page 34


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    Included in accounts payable at December 31, 2012 is $56,707 (December 31, 2011 - $28,500) for consulting and directors fees to directors, officers and companies controlled by directors and officers. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

       

    Share-based payments represents the fair value calculations of options in accordance with IFRS 2, Share-Based Payment granted to key management personnel. Key management personnel were not paid post-employment benefits, termination benefits, or other lo ng-term benefits du ring the year ended December 31, 2012 and December 31, 2011.

       
    13.

    Segmented information

       

    The Company primarily operates in one reportable operating segment, the exploration and evaluation of its mineral properties; the Company considers its loss from operations for the year ended December 31, 2012 and its loss from operations for the year ended December 31, 2011 to relate to this segment. For the exploration and evaluation assets, the Company receives discrete financial information that is used by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. The segment is principally engaged in uranium exploration and evaluation in the US. The Company’s corporate segment only earns revenues that are considered incidental to the activities of the Company and therefore does not meet the definition of an operating segment as defined in IFRS 8, Operating segments . Assets by geographic area are as follows:


              United      
          Canada     States     Total  
        $   $   $  
      December 31, 2012                  
       Property and equipment   57,829     1,032,884     1,090,713  
       Exploration and evaluation assets   -     57,389,751     57,389,751  
      December 31, 2011                  
       Property and equipment   73,378     1,050,339     1,123,717  
       Exploration and evaluation assets   -     38,483,774     38,483,774  

    Page 35


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    14.

    Financial instruments and risk management


    Categories of financial instruments  
                                                     
        Fair value through profit                                      
        or loss     Available-for-sale     Loans and receivables *     Other financial liabilities  
        Fair     Carrying     Fair     Carrying     Fair     Carrying     Fair     Carrying  
        value     amount     value     amount     value     amount     value     amount  
      $   $   $   $   $   $   $   $  

    December 31, 2012

                                                   

    Cash and cash equivalents

      5,368,727     5,368,727     -     -     -     -     -     -  

    Restricted cash and cash equivalents

      244,562     244,562     -     -     -     -     -     -  

    Other restricted assets

      893,007     893,007     -     -     -     -     -     -  

    Other financial assets

      240,665     240,665     -     -     -     -     -     -  

    Trade and other receivables

      -     -     -     -     174,919     174,919     -     -  

    Available-for-sale financial assets

      -     -     2,000,000     2,000,000     -     -     -     -  

    Trade and other payables

      -     -     -     -     -     -     1,871,912     1,871,912  

     

                                                   

    December 31, 2011

                                                   

    Cash and cash equivalents

      11,570,582     11,570,582     -     -     -     -     -     -  

    Restricted cash and cash equivalents

      246,785     246,785     -     -     -     -     -     -  

    Other financial assets

      676,575     676,575     -     -     -     -     -     -  

    Other restricted assets

      310,015     310,015     -     -     -     -     -     -  

    Trade and other receivables

      -     -     -     -     292,678     292,678     -     -  

    Available-for-sale financial assets

      -     -     N/A     2,100,000     -     -     -     -  

    Trade and other payables

      -     -     -     -     -     -     1,506,297     1,506,297  

    * The Company does not have any outstanding loans.

    Page 36


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    The Company’s financial instruments consist of cash and cash equivalents, restricted cash and cash equivalents, trade and other receivables, other financial assets, available-for-sale financial assets, other restricted assets, and trade and other payables.

    The Company’s financial instruments that are measured at fair value on a recurring basis in periods subsequent to initial recognition and the fair value hierarchy used to measure them are presented in the table below. The Company classifies its other financial assets, measured at fair value, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

    Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

    Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

    Level 3: Inputs for the asset or liability that is not based on observable market data (unobservable inputs).

    At December 31, 2012, the levels in the fair value hierarchy into which the Company’s financial assets and liabilities are measured and recognized on the consolidated statements of financial position at fair value are categorized as follows: cash and cash equivalents, restricted cash and cash equivalents, other financial assets, and other restricted assets are categorized in level 1. For cash and cash equivalents, restricted cash and cash equivalents, trade and other receivables, other restricted assets, and trade and other payables, carrying value is considered to be a reasonable approximation of fair value due to the short-term nature of these instruments. The fair value of financial instruments at the reporting date was calculated on the basis of available market data.

    During the fourth quarter of 2012, management transferred the Mogul available-for-sale financial asset into level 3 of the fair value hierarchy because of new inputs, not based on observable market data, becoming available in determining the fair value for this available-for-sale asset. The fair value has been determined using a valuation technique based on recent equity financings by Mogul. The available-for-sale investments in equity were previously recognized at cost because they did not have quoted market prices in an active market and whose fair values could not be reliably measured.

    There were no further transfers between levels during the year ended December 31, 2012.

    The following table presents the reconciliation of the beginning and ending balances of those financial instruments categorized in level 3 of the fair value hierarchy:

     

     

      December 31,     December 31,  
     

     

      2012     2011  
     

     

    $   $  
     

    Balance, beginning of year

      -     -  
     

    Transfers into level 3

      2,000,000     -  
     

    Total gains or losses recognized in other comprehensive income

      -     -  
     

    Balance, end of year

      2,000,000     -  

    Page 37


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity, and market risks. The Company may, or may not, establish from time to time active policies to manage these risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations would warrant such hedging and derivative trading activities.

      (a)

    Credit Risk

         
     

    Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis, including evaluation of counterparty credit ratings, monitoring activities related to receivables and counterparty concentrations measured by amounts and percentages. The primary sources of credit risk for the Company arise from financial assets including cash and cash equivalents held with major financial institutions and trade and other receivables. The Company has not had any credit losses in the past, nor does it expect to have any credit losses in the future. At December 31, 2012, the Company has no financial assets that are past due or impaired due to credit risk defaults. Therefore, the Company is not exposed to significant credit risk.

         
     

    The Company’s maximum exposure to credit risk at the reporting date is as follows:


     

     

      December 31,     December 31,  
     

     

      2012     2011  
     

     

    $   $  
     

    Cash and cash equivalents

      5,368,727     11,570,582  
     

    Restricted cash and cash equivalents

      244,562     246,785  
     

    Other restricted assets

      893,007     310,015  
     

    Trade and other receivables

      174,919     292,678  
     

     

      6,681,215     12,420,060  

      (b)

    Liquidity Risk

         
     

    Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of trade and other payables. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and other financial assets balances to meet its anticipated operational needs.

         
     

    The Company’s financial liabilities, consisting of trade and other payables, arose as a result of exploration and evaluation of its mineral properties and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

    Page 38


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    At December 31, 2012, the Company had positive working capital of $6,265,496 that includes $244,562 in restricted cash and cash equivalents. Accordingly, the Company is able to meet its current obligations and has minimal liquidity risk.

    The following table summarizes the Company’s financial liabilities:

          December 31,     December 31,  
          2012     2011  
        $   $  
      Trade and other payables   1,871,912     1,506,297  

     

    Typical repayment terms for the Company do not exceed 90 days.

         
      (c)

    Market risk

         
     

    Market risk is the risk that the fair value for assets classified as FVTPL, other financial liabilities, and loans or receivables of a financial instrument will fluctuate because of changes in market conditions. The Company evaluates market risk on an ongoing basis and has established policies and procedures for mitigating its exposure to market fluctuations. The Company holds certain marketable securities that will fluctuate in value as a result of trading on global financial markets. Based on the Company’s portfolio at December 31, 2012, a 10% increase or decrease in the market price of the equity securities held, ignoring any foreign currency risk, which is described below, would have resulted in an increase (or decrease) to net income of approximately $24,067 (December 31, 2011 - $277,568). The Company is not exposed to interest rate risk, as it does not hold debt balances and is not charged interest on its trade and other payables.


    15.

    Management of capital

       

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.

       

    The Company depends on external financing or the divestiture of its non-core mineral properties to fund its activities. The capital structure of the Company currently consists of common shares, stock options, restricted share units and share purchase warrants. Changes in the equity accounts of the Company are disclosed in the consolidated statements of changes in equity. The Company manages its capital structure by making adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents and other financial assets.

       

    In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

    Page 39


     
    Strathmore Minerals Corp.
    Notes to the consolidated financial statements
    December 31, 2012 and 2011
    (expressed in Canadian dollars)

    During the year ended December 31, 2012, there were no significant changes in the processes used by the Company or in the Company’s objectives and policies for managing its capital. At December 31, 2012, the Company’s available capital resources, consisting of cash and cash equivalents, and other financial assets, total $5,609,392. At December 31, 2012, the Company’s total liabilities are $1,871,912. The Company believes that sufficient capital resources are available to support further exploration and evaluation of its mineral properties. The Company anticipates continuing to access equity markets, divestiture of its non-core mineral properties, and the use of joint ventures to fund continued exploration and evaluation of its mineral properties.

    Page 40





    Strathmore Minerals Corp.
    March 31, 2013 and 2012
     
    Table of contents

    Condensed interim consolidated statements of financial position 1
    Condensed interim consolidated statements of loss 2
    Condensed interim consolidated statements of comprehensive gain (loss) 3
    Condensed interim consolidated statements of changes in equity 4
    Condensed interim consolidated statements of cash flows 5
    Notes to the condensed interim consolidated financial statements 6-28

    Notice

    In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed interim consolidated financial statements for the three month period ended March 31, 2013 and 2012.



    Strathmore Minerals Corp.
    Condensed interim consolidated statements of financial position
    (unaudited)
    (expressed in Canadian dollars)

     

      As at     As at  

     

      March 31,     December 31,  

     

      2013     2012  

     

    $   $  

    ASSETS

               

    Current

               

       Cash and cash equivalents (Note 8)

      2,952,309     5,368,727  

       Restricted cash and cash equivalents (Note 8)

      246,638     244,562  

       Other financial assets (Note 4)

      241,071     240,665  

       Available-for-sale financial assets (Note 6)

      2,000,000     2,000,000  

       Trade and other receivables

      55,084     174,919  

       Prepaid expenses

      176,102     108,535  

     

      5,671,204     8,137,408  

     

               

       Property and equipment

      1,061,476     1,090,713  

       Other restricted assets (Note 8)

      911,588     893,007  

       Exploration and evaluation assets (Note 5)

      60,223,407     57,389,751  

     

               

    Total assets

      67,867,675     67,510,879  

     

               

    LIABILITIES

               

    Current

               

       Trade and other payables

      1,325,697     1,871,912  

    Total liabilities

      1,325,697     1,871,912  

     

               

    SHAREHOLDERS' EQUITY

               

       Share capital

      78,823,430     78,823,430  

       Other capital reserves (Note 7(e))

      10,183,062     9,869,672  

       Deficit

      (35,078,309 )   (34,069,343 )

       Accumulated other comprehensive loss

      (116,484 )   (1,093,191 )

       Attributable to shareholders of:

               

           Strathmore Minerals Corp.

      53,811,699     53,530,568  

           Non-controlling interests (Note 5(a))

      12,730,279     12,108,399  

    Total shareholders' equity

      66,541,978     65,638,967  

     

               

    Total liabilities and shareholders' equity

      67,867,675     67,510,879  

    See accompanying notes to the condensed interim consolidated financial statements. Page 1



    Strathmore Minerals Corp.
    Condensed interim consolidated statements of loss
    (unaudited)
    (expressed in Canadian dollars)

     

      Period Ended     Period Ended  

     

      March 31,     March 31,  

     

      2013     2012  

     

    $   $  

    General and administrative expenses

               

       Amortization

      49,213     77,344  

       Consulting fees

      229,135     702,846  

       Corporate development and investor relations

      125,017     214,487  

       Office and administration

      114,527     224,184  

       Professional fees

      88,183     204,728  

       Share-based payments (Notes 7(b), 7(c) and 7(d))

      214,455     275,514  

       Transfer agent and regulatory fees

      32,279     49,231  

       Wages and benefits

      186,433     304,298  

    Loss before other items

      (1,039,242 )   (2,052,632 )

    Other items

               

       Foreign exchange loss

      -     (8,663 )

       Interest and miscellaneous income (loss)

      (4,915 )   38,285  

       Unrealized gain on other financial assets

      -     210,771  

     

      (4,915 )   240,393  

     

               

    Net loss for the period

      (1,044,157 )   (1,812,239 )

    Attributable to shareholders of:

               

       Strathmore Minerals Corp.

      (1,008,966 )   (1,777,229 )

       Non-controlling interests

      (35,191 )   (35,010 )

    Net loss for the period

      (1,044,157 )   (1,812,239 )

    Basic and diluted loss per common share

           

       Basic and Diluted

      (0.01 )   (0.02 )

     

               

    Weighted average number of of common shares outstanding

           

       Basic and Diluted

      115,013,283     97,954,155  

    See accompanying notes to the condensed interim consolidated financial statements. Page 2



    Strathmore Minerals Corp.
    Condensed interim consolidated statements of comprehensive gain (loss)
    (unaudited)
    (expressed in Canadian dollars)

     

      Period Ended     Period Ended  

     

      March 31,     March 31,  

     

      2013     2012  

     

    $   $  

     

               

    Net loss for the period

      (1,044,157 )   (1,812,239 )

     

               

    Other comprehensive gain (loss) to be reclassified to profit or loss in subsequent periods, net of tax

           

     

               

       Exchange differences on translating foreign operations

      976,707     (584,830 )

       Exchange differences on translating non-controlling interests

      251,813     (169,578 )

     

               

    Comprehensive gain (loss) for the period

      184,363     (2,566,647 )

     

               

    Attributable to shareholders of:

               

       Strathmore Minerals Corp.

      (32,259 )   (2,362,059 )

       Non-controlling interests

      216,622     (204,588 )

     

               

    Comprehensive gain (loss) for the period

      184,363     (2,566,647 )

    See accompanying notes to the condensed interim consolidated financial statements. Page 3



    Strathmore Minerals Corp.
    Condensed interim consolidated statements of changes in equity
    (unaudited)
    (expressed in Canadian dollars)

     

                        Accumulated           Attributable to shareholders of:        

     

                  Other capital     other                 Non-        

     

      Common shares (Note 7)   reserves     comprehensive           Strathmore     controlling        

     

      Shares     Amount     (Note 7(e))   loss     (Deficit)     Minerals Corp.     interests     Total  

     

          $   $   $   $   $   $   $  

     

                                                   

    Balance, January 1, 2012

      89,939,769     63,719,428     8,764,384     (338,991 )   (28,358,302 )   43,786,519     9,620,253     53,406,772  

     

                                                   

    Net loss

      -     -     -     -     (1,777,229 )   (1,777,229 )   (35,010 )   (1,812,239 )

    Other comprehensive loss

      -     -     -     (584,830 )   -     (584,830 )   (169,578 )   (754,408 )

    Comprehensive loss for the period

      -     -     -     (584,830 )   (1,777,229 )   (2,362,059 )   (204,588 )   (2,566,647 )

    Share-based payments (Notes 7(c) and 7(d))

      -     -     361,340     -     -     361,340     -     361,340  

    Share subscription (Notes 7(a) and 5(c))

      14,586,182     8,022,400     -     -     -     8,022,400     -     8,022,400  

    Share issuance costs (Note 7(a))

      -     (18,407 )   -     -     -     (18,407 )   -     (18,407 )

    Contributions to Roca Honda Resources LLC

      -     -     -     -     -     -     803,325     803,325  

    Balance, March 31, 2012

      104,525,951     71,723,421     9,125,724     (923,821 )   (30,135,531 )   49,789,793     10,218,990     60,008,783  

     

                                                   

     

                                                   

    Balance, January 1, 2013

      123,712,953     78,823,430     9,869,672     (1,093,191 )   (34,069,343 )   53,530,568     12,108,399     65,638,967  

     

                                                   

    Net loss

      -     -     -     -     (1,008,966 )   (1,008,966 )   (35,191 )   (1,044,157 )

    Other comprehensive gain

      -     -     -     976,707     -     976,707     251,813     1,228,520  

    Comprehensive gain for the period

      -     -     -     976,707     (1,008,966 )   (32,259 )   216,622     184,363  

    Share-based payments (Notes 7(c) and 7(d))

      -     -     313,390     -     -     313,390     -     313,390  

    Contributions to Roca Honda Resources LLC

      -     -     -     -     -     -     405,258     405,258  

    Balance, March 31, 2013

      123,712,953     78,823,430     10,183,062     (116,484 )   (35,078,309 )   53,811,699     12,730,279     66,541,978  

    See accompanying notes to the condensed interim consolidated financial statements. Page 4



    Strathmore Minerals Corp.
    Condensed interim consolidated statements of cash flows
    (unaudited)
    (expressed in Canadian dollars)

     

      Period     Period  

     

      ended     ended  

     

      March 31,     March 31,  

     

      2013     2012  

     

    $ $  

    Operating activities

               

       Net loss for the year

      (1,044,157 )   (1,812,239 )

       Items not affecting cash:

               

           Amortization

      49,213     77,344  

           Interest expense (income)

      4,915     (38,285 )

           Unrealized gain on other financial assets

      -     (210,678 )

           Share-based payments

      214,455     275,514  

           Foreign exchange loss

      -     8,663  

       Changes in non-cash working capital items (Note 8)

      (104,253 )   (6,767,868 )

       Cash used in operations

      (879,827 )   (8,467,549 )

       Interest received

      78,001     200,029  

       Net cash used in operating activities

      (801,826 )   (8,267,520 )

     

               

    Investing activities

               

       Purchases of property and equipment

      -     (133,996 )

       Expenditures on exploration and evaluation assets

      (1,954,986 )   (2,181,945 )

       Cash used in investing activities

      (1,954,986 )   (2,315,941 )

     

               

    Financing activities

               

       Proceeds from the issuance of common shares

      -     8,022,400  

       Share issuance costs

      -     (18,407 )

       Cash received from non-controlling interests

      340,394     730,692  

       Cash provided by financing activities

      340,394     8,734,685  

     

               

    Net decrease in cash and cash equivalents

      (2,416,418 )   (1,848,776 )

     

               

       Effect of exchange rate changes on cash and cash equivalents

      -     (8,663 )

       Cash and cash equivalents, beginning of period

      5,368,727     11,570,582  

    Cash and cash equivalents, end of period

      2,952,309     9,713,143  

    Supplemental disclosure with respect to cash flows (Note 8)

    See accompanying notes to the condensed interim consolidated financial statements. Page 5



    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    1.

    Nature and continuance of operations

       

    Strathmore Minerals Corp. (the “Company” or “Strathmore”) is a publicly listed company incorporated in Canada under the laws of the Province of British Columbia. The Company’s shares are listed on the Toronto Stock Exchange. The registered office of the Company is located at 2600 - 595 Burrard Street, Three Bentall Centre, Vancouver, British Columbia, V7X 1L3. The principal address and records office of the Company is located at 312 – 1708 Dolphin Avenue, Kelowna, British Columbia, V1Y 9S4.

       

    The Company is primarily engaged in the acquisition, exploration, and development of uranium mineral properties. The Company is also engaged in the acquisition, exploration, and development of gold and copper mineral properties. The Company is in the process of exploring and developing its mineral property interests and has not yet determined whether these properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of its properties, obtaining the necessary permits to operate a mine, and upon future profitable production, or alternatively, upon cash generated from non- core property divestures.

       

    The condensed interim consolidated financial statements of Strathmore for the period ended March 31, 2013 were approved and authorized for issue by the Board of Directors on May 13, 2013.

       
    2.

    Basis of preparation

       

    These condensed interim consolidated financial statements of the Company and its subsidiaries were prepared in accordance with IAS 34 , Interim Financial Reporting , using accounting policies in full compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements do not contain all the disclosures required by IFRS for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2012 prepared in accordance with IFRS. IAS 34 does not require disclosure of accounting policies in interim financial statements. The significant accounting policies used in the preparation of these condensed interim consolidated financial statements are consistent with those policies applied in the Company’s audited consolidated financial statements for the year ended December 31, 2012.

       

    These condensed interim consolidated financial statements have been prepared on the assumption that the Company and its subsidiaries will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at March 31, 2013, the Company has not advanced its properties to commercial production and is not able to finance day-to-day activities through operations. The Company’s continuation as a going concern is dependent upon raising additional capital through equity financing and joint venture arrangements to continue operating at current levels for the ensuing twelve months. There is no assurance that the Company will raise the required capital to continue operating at the current levels. These conditions may cast significant doubt about the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

    Page 6


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    These condensed interim consolidated financial statements have been prepared on a historical cost basis except for the financial instruments classified as fair value through profit and loss and for the available-for-sale asset stated at fair value. These condensed interim consolidated financial statements are presented in Canadian dollars.

       
    3.

    Significant accounting policies

       

    The Company’s principal accounting policies under IFRS are outlined below:

       

    Principles of consolidation

       

    These condensed interim consolidated financial statements include the accounts of the Company and all of the following subsidiaries incorporated in Canada and the United States (“US”). Subsidiaries are companies controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of a company so as to obtain benefits from the company’s activities. The Company has a shareholding of more than 50% of the voting rights in its subsidiaries. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposal or loss of control.


        March 31, December 31,
        2013 2012
      Strathmore Resources (US) Ltd. 100% 100%
      Roca Honda Resources LLC 60% 60%
      Saratoga Gold Company Ltd. 100% 100%
      Wyoming Gold Mining Company, Inc. 100% 100%

    Significant inter-company balances and transactions are eliminated on consolidation.

    New standards, interpretations and amendments adopted by Strathmore

    The Company applies, for the first time, certain standards and amendments that require restatement of previous financial statements. These include IFRS 10 , consolidated financial statements , IAS 19 , employee benefits (amended in 2011) , IFRS 7, financial instruments: disclosures, IFRS 13 , fair value measurement and amendments to IAS 1 , presentation of financial statements . As required by IAS 34, the nature and the effect of these changes are disclosed below. In addition, the application of IFRS 12 , disclosure of interest in other entities , would result in additional disclosures in the annual consolidated financial statements.

    Several other new standards and amendments apply for the first time in 2013. However, they do not impact the annual consolidated financial statements of the Company or the condensed interim consolidated financial statements of the Company.

    The nature and the impact of each new standard/amendment is described below:

    IAS 1, Presentation of financial statements

    The amendments to IAS 1 introduce a grouping of items presented in accumulated other comprehensive loss. Items that could be reclassified (or recycled) to profit or loss at a future point in time (e.g., net gain on hedge of net investment, exchange differences on translation

    of foreign operations, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) now have to be presented separately from items that will never be reclassified (e.g., actuarial gains and losses on defined benefit plans). The amendment affected presentation only and had no impact on the Company’s financial position or performance.

    Page 7


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    IFRS 7, Financial instruments: disclosures

    The amendment requires an entity to disclose information about rights to off-set financial instruments and related arrangements (e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all recognised financial instruments that are off-set in accordance with IAS 32. The disclosures also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether the financial instruments are set off in accordance with IAS 32. As the Company is not off-setting financial instruments in accordance with IAS 32 and does not have relevant off-setting arrangements, the amendment does not have an impact on the Company’s condensed interim consolidated financial statements.

    IFRS 10, Consolidated financial statements

    In May 2011, the IASB issued IFRS 10, Consolidated Financial Statements . This standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 defines the principle of control and establishes control as the basis for determining which entities are consolidated in the consolidated financial statements. Management has applied IAS 10 on a prospective basis, commencing January 1, 2013. These amendments did not have a significant impact on the Company’s condensed interim consolidated financial statements.

    IFRS 12, Disclosure of interests in other entities

    IFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. None of these disclosure requirements are applicable for the condensed interim consolidated financial statements, unless significant events and transactions occur in the interim period requiring that they are discussed. Accordingly, the Company has not made such disclosures.

    IFRS 13, Fair value measurement

    IFRS 13, fair value measurement , is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and in many cases does not reflect a clear measurement basis or consistent disclosures. Management has applied IAS 13 on a prospective basis, commencing January 1, 2013. These amendments did not have a significant impact on the Company’s condensed interim consolidated financial statements.

    Page 8


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    4.

    Other financial assets

       

    Other financial assets have been classified as fair value through profit or loss with any changes in value recognized through the condensed interim consolidated statements of loss and are comprised of the following:


     

     

      Fair value     Fair value  
     

     

      March 31,     December 31,  
     

     

      2013     2012  
     

     

    $   $  
     

    Sky Digital Stores Corp. ("Sky") (formerly Yellowcake Mining Inc.)

      5,712     5,600  
     

    American Uranium Corporation ("American Uranium")

      14,574     14,280  
     

    Bayswater Uranium Corporation ("Bayswater")

      220,785     220,785  
     

     

      241,071     240,665  

    Page 9


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    5.

    Exploration and evaluation assets


      Roca                             Total  

    For the period ended

      Honda     Marquez     Copper King     Gas Hills     Other     Property  

    March 31, 2013

      Property     Property     Property     Property     Properties     Costs  

     

    $   $   $   $   $   $  

     Balance, beginning of period

      30,344,723     2,074,134     6,895,098     12,551,601     5,524,195     57,389,751  

     

                                       

     Incurred during the period:

                                       

         Acquisition costs

      -     -     222     -     -     222  

         Administration

      71,697     1,689     2,313     55,359     1,267     132,325  

         Drilling

      35     -     -     19,721     297     20,053  

         Engineering

      135,287     -     -     130,153     -     265,440  

         Feasibility study

      4,452     -     -     -     -     4,452  

         Geology & Geophysics

      32,393     -     175     85,836     144     118,548  

         Property maintenance fees

      1,889     39,764     -     167     2,813     44,633  

         Permitting/Regulatory

      560,596     -     1,212     290,027     251     852,086  

         Personnel time

      6,977     -     -     -     -     6,977  

         Quality assurance

      -     -     -     125     -     125  

         Share-based payments

      38,751     458     2,837     56,111     778     98,935  

         Travel

      73,257     -     -     181     904     74,342  

         Health & Safety

      -     -     -     4,342     -     4,342  

     

      925,334     41,911     6,759     642,022     6,454     1,622,480  

     Foreign currency translation

      639,917     44,413     169,430     253,305     104,111     1,211,176  

     

                                       

     Balance, end of period

      31,909,974     2,160,458     7,071,287     13,446,928     5,634,760     60,223,407  

    Page 10


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

      Roca                             Total  

    For the year ended

      Honda     Marquez     Copper King     Gas Hills     Other     Property  

    December 31, 2012

      Property     Property     Property     Property     Properties     Costs  

     

    $   $   $   $   $   $  

     Balance, beginning of year

      24,104,495     1,862,292     -     7,036,863     5,480,124     38,483,774  

     

                                       

     Incurred during the year:

                                       

         Acquisition costs

      -     259,700     6,847,984     -     1,339     7,109,023  

         Administration

      406,922     744     6,795     118,411     3,878     536,750  

         Drilling

      228,026     -     -     2,429,655     -     2,657,681  

         Engineering

      1,914,823     -     7,076     1,014,887     1,141     2,937,927  

         Feasibility study

      24,535     -     -     -     -     24,535  

         Geology & Geophysics

      351,672     -     37,788     375,432     2,514     767,406  

         Property maintenance fees

      17,336     1,786     122     251,622     148,718     419,584  

         Permitting/Regulatory

      3,610,307     -     8,865     1,257,819     56     4,877,047  

         Personnel time

      27,659     -     -     -     468     28,127  

         Quality assurance

      1,723     -     -     183     -     1,906  

         Share-based payments

      176,641     1,055     2,074     247,318     14,792     441,880  

         Travel

      66,247     -     1,565     10,610     -     78,422  

         Health & Safety

      -     -     -     4,864     -     4,864  

     

      6,825,891     263,285     6,912,269     5,710,801     172,906     19,885,152  

     

                                       

     Foreign currency translation

      (585,663 )   (51,443 )   (17,171 )   (196,063 )   (128,835 )   (979,175 )

     Balance, end of year

      30,344,723     2,074,134     6,895,098     12,551,601     5,524,195     57,389,751  

    Page 11


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    Titles to the mineral properties involve certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated the titles to all of its mineral properties, and to the best of its knowledge, the titles to all of its mineral properties are in good standing using accepted industry standards.

    Based on the Company’s analysis of its properties in consideration of any impairment, it was concluded that there was no impairment during the period ended March 31, 2013 (March 31, 2012 -$nil).

      (a)

    Roca Honda property

         
     

    On July 26, 2007, the Company completed an agreement with Sumitomo Corp. (“Sumitomo”) of Japan to develop the Roca Honda uranium project located in New Mexico. The Company has transferred its entire interest in the Roca Honda property to Roca Honda Resources LLC (“RHR”), a subsidiary in which the Company owns 60% and Sumitomo owns 40%. Each Member is obligated to contribute funds to the Company in proportion to their respective ownership interests pursuant to capital calls by Strathmore based on approved annual budgets. The initial 5 year budget of $27,215,000 expired on December 31, 2011. Ongoing permitting activities and additional activities needed to advance the property towards the production stage must be unanimously approved in the annual budgets by the members. Any Member may elect to resign from RHR by providing notice to the other Members. If dissolution of RHR occurs and Strathmore is not in default, Strathmore would receive the mineral property interests that it contributed to RHR and any remaining proceeds and assets would be distributed in accordance with the respective ownership interests of the Members.

         
     

    Following completion of development, permitting and the feasibility study, should a positive decision be made to proceed, Sumitomo will contribute a pre-determined cash contribution for development of the Roca Honda mine.

         
     

    The Company has consolidated Roca Honda Resources LLC into its operations and has recorded the following non-controlling interests balance:


     

     

    $  
     

    Balance, December 31, 2011

      9,620,253  
     

    Non-controlling interests' share of exploration and evaluation expenditures

      2,710,091  
     

    Foreign exchange movement

      (221,945 )
     

    Balance, December 31, 2012

      12,108,399  
     

    Non-controlling interests' share of exploration and evaluation expenditures

      370,067  
     

    Foreign exchange movement

      251,813  
     

    Balance, March 31, 2013

      12,730,279  

    Page 12


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

      (b)

    Marquez property

         
     

    On September 5, 2007, the Company entered into a mineral lease agreement on the Marquez property located in New Mexico, for a period of ten years, with the option to extend the lease for an additional five years. The agreement was amended on January 14, 2013 by reducing the 2013 annual rental payment from $250,000 to $40,000. All other terms of the original agreement remain in effect. The Company has paid US$750,000 and is required to make annual payments of US$250,000 – with the exception of 2013 - during the initial ten year term. To extend the lease for an additional five years, the Company is required to pay US$750,000 and make annual payments of US$300,000 thereafter. To extend the lease beyond fifteen years, the Company is required to pay an additional US$750,000.

         
     

    The property is subject to an 8% net proceeds production royalty. Should commercial production not commence by September 2015, the Company will be required to pay additional annual minimum advance royalty payments of US$250,000, which may be recovered from future production royalties.

         
      (c)

    Gas Hills properties

         
     

    Gas Hills and Definitive Agreement with Korea Electric Power Corp.

         
     

    On February 1, 2012, the Company completed a two phase strategic Definitive Agreement (the “Agreement”) with Korea Electric Power Corp. (“KEPCO”). In Phase I, KEPCO acquired 14,586,182 common shares of Strathmore at $0.55 per share for total gross proceeds of $8,022,400, with the proceeds deposited into a jointly controlled escrow bank account. The proceeds will be used to advance the Gas Hills properties, in accordance with the Phase I program and budget. In addition, the Agreement contains an off-take provision, whereby KEPCO has the right to purchase a portion of any future annual uranium production from Strathmore's properties, subject to pre-existing agreements. Future off-take uranium purchases are determined by KEPCO's equity ownership in Strathmore.

         
     

    In Phase II, KEPCO will have the option to participate in a "Phase II" development program, allowing KEPCO to earn-in up to a 40% interest in the Gas Hills properties by funding expenditures totalling US$32 million over three years beginning in 2013. KEPCO will have the option to receive uranium “in-kind” from Gas Hill’s production based on KEPCO’s proportionate interest in the Gas Hills properties. Strathmore will continue to be the operator of the Gas Hills properties and will receive 5% of expenditures as a management fee for its services.

         
     

    Gas Hills Mill Site property

         
     

    On December 10, 2007, the Company entered into an option agreement to acquire the Gas Hills Mill Site property located in Wyoming and the related Nuclear Regulatory Commission (“NRC”) license. The Company pays an annual renewal fee of US$10,000 to extend the option agreement.

    Page 13


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

     

    Other Gas Hills properties

         
     

    The Company had acquired, by staking, its original 100% interest in certain claims located in the Gas Hills region of Wyoming, USA during prior years. Certain claims are subject to a 5% net proceeds royalty.

         
      (d)

    Copper-King property

         
     

    On May 11, 2012, the Company acquired all of the outstanding shares of Saratoga Gold Company Ltd. (“Saratoga”), a private company incorporated in the Province of British Columbia, for total consideration amounting to $6,839,362, comprising 18,255,002 in common shares of Strathmore valued at $6,663,076 and $176,286 in acquisition related costs. Saratoga’s primary asset is its wholly-owned subsidiary, Wyoming Gold Mining Company, Inc. (“Wyoming Gold”), which owns 100% interest in an advanced stage gold-copper property in Wyoming, US. The Sheep Creek Montana properties were also acquired in this transaction.

         
     

    The acquisition has been accounted for as a purchase of assets and the assumption of liabilities by the Company. This transaction does not qualify as a business combination under IFRS 3, Business Combinations because significant inputs and processes that constitute a business were not identified for the following reasons:


      (i)

    The ability to create outputs by applying processes to Saratoga’s inputs through its claims, licenses, mineral resources, in-place contracts, and mining processing and infrastructure were not operational at the acquisition date. Outputs may include concentrate, ore and minerals. Saratoga does not have processes in place to permit, develop, and ultimately place its mineral properties into production.

         
      (ii)

    The employees of Strathmore are needed for further exploration, permitting, and development of the Copper-King property. Strathmore did not acquire any employees of Saratoga.

         
      (iii)

    Saratoga requires the completion of a feasibility study, additional drilling to convert the resources into reserves, and permitting on its Copper-King property before a production decision can be made.

    The purchase price was allocated to the assets acquired and the liabilities assumed based upon their estimated fair value at the date of acquisition. A value of $6,842,078 was allocated to exploration and evaluation assets for the mineral interests. According to the exemption in IAS 12, Income Taxes , Strathmore does not recognize a deferred tax asset or liability arising from the acquired assets of Saratoga.

    Page 14


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

        $  
      Purchase price:      
      18,255,002 common shares of Strathmore at CAD $0.365   6,663,076  
      Transaction costs   176,286  
      Total purchase price   6,839,362  
             
      Assets acquired:      
      Net working capital   (50,961 )
      Reclamation bonds   48,245  
      Exploration and evaluation assets   6,842,078  
      Net identifiable assets   6,839,362  

      (e)

    Other properties

         
     

    The Company had acquired its original 100% interest in certain claims located in New Mexico and Wyoming, USA, during prior years. These properties include Dalton Pass, Ambrosia Lake, Church Rock, Nose Rock/Crown Point, Sky/Cedar Rim, Kaycee, Copper Mountain, Shirley Basin, Ketchum Buttes, NE Wyoming Leases, Crooks Gap, and Chords.

         
     

    Juniper Ridge property – acquisition of mineral property interest

         
     

    The Company entered into an option agreement on October 29, 2010 with Crosshair Energy Corporation for the sale of its Juniper Ridge property. The Company has received US$450,000 in cash and 522,513 shares valued at US$250,000 from Crosshair in conjunction with the option agreement. During 2012, Crosshair withdrew from the option agreement. As a result of the termination, Strathmore now retains its 100% interest in the Juniper Ridge property.

         
      (f)

    Royalties

         
     

    In connection with the sale of the Company’s Pine Tree/Reno Creek property to Bayswater on April 7, 2010, the Company retains a 5% gross proceeds royalty from sales that can be re-purchased in whole or in part by Bayswater at any time before the commencement of commercial production for US$2,000,000 (US$1,000,000 in cash and US$1,000,000 in common shares of Bayswater) per 1% royalty reduction up to a maximum of the entire 5% royalty for US$10,000,000.

         
     

    In connection with the sale of the Company’s seven state uranium mineral leases to Peninsula Minerals Limited on August 24, 2009, the Company retains a 4% gross sales royalty.

    Page 15


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    6.

    Available-for-sale financial assets

       

    The Company’s investments in equity securities of private companies have been classified as available-for-sale financial assets, which are measured at fair value. Any impairment amounts would be recognized through the consolidated statements of loss and are comprised of the following:


          Fair value     Fair value  
          March 31,     December 31,  
          2013     2012  
        $   $  
                   
      Mogul Ventures Corp. ("Mogul")   2,000,000     2,000,000  

    On April 5, 2011, the Company acquired 8,000,000 common shares of Mogul Ventures Corp. by a subscription agreement for $2,000,000.

       
    7.

    Share capital, stock options, restricted share units, warrants, and other capital reserves

       

    The Company has authorized an unlimited number of common shares, without par value. On February 1, 2012, the Company entered into an ongoing share subscription agreement with KEPCO. Under the terms of the agreement, KEPCO has the option to subscribe for additional common shares in the Company’s future public or private share offerings to maintain its proportionate common share interest. The agreement also entitles KEPCO to appoint at least one director when its ownership interest in Strathmore’s common shares is greater than or equal to 20%.


      (a)

    Share capital

         
     

    Share subscription

         
     

    On February 11, 2012, the Company completed an equity financing with KEPCO (see note 5(c)) of 14,586,182 common shares at a price of $0.55 per share for gross proceeds of $8,022,400. The Company paid $18,407 in share issuance costs as a result of the equity financing with KEPCO.

         
     

    Acquisition of Saratoga

         
     

    On May 11, 2012, the Company completed the acquisition of all the outstanding shares of privately held Saratoga. As part of the consideration for the acquisition of Saratoga, the Company issued 18,255,002 of its common shares to Saratoga shareholders on the basis of 1.25 Strathmore shares for each share of Saratoga with a fair value of $6,663,076 on the date of acquisition. Refer to note 5(d).

         
      (b)

    Stock options and warrants

         
     

    The Company has a stock option plan whereby, from time to time, at the discretion of the Board of Directors (the “Board”), stock options are granted to directors, officers, employees and certain consultants. The Board will establish the exercise prices of options at the time options are granted, provided that such prices shall not be less than the market prices. The options granted must be exercised no later than ten years after the date of grant or such lesser period as the applicable grant may require, and the options will have vesting periods determined by the Board to be settled in the Company’s common shares.

    Page 16


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    The aggregate maximum number of shares available for issuance from treasury under the plan is 14,000,000. Any shares subject to options which have been granted under the plan and which options have been cancelled, surrendered or terminated in accordance with the terms of the plan without having been exercised will again be available under the plan.

    Stock option and share purchase warrant transactions are summarized as follows:

          Stock Options     Warrants  
                Weighted           Weighted  
                Average           Average  
                Exercise           Exercise  
          Number     Price     Number     Price  
              $         $  
      Outstanding, December 31, 2011   7,685,000     0.73     7,493,364     0.75  
      Granted   3,050,000     0.38     -     -  
      Cancelled/Forfeited   (125,000 )   1.17     -     -  
      Expired   -     -     (7,493,364 )   0.75  
      Outstanding, December 31, 2012   10,610,000     0.70     -     -  
      Expired   (400,000 )   2.25     -     -  
      Outstanding, March 31, 2013   10,210,000     0.56     -     -  

    Page 17


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    There were no stock options exercised during the periods ended March 31, 2013 and March 31, 2012. The following table summarizes information about the outstanding stock options at March 31, 2013:

      Stock Options                  
                   
      Number   Exercise     Number     Expiry Date  
      Outstanding   Price     Exercisable        
        $              
      35,000   0.70     35,000     April 23, 2013  
      150,000   0.60     150,000     September 26, 2013  
      3,875,000   0.41     3,875,000     November 10, 2013  
      100,000   1.30     100,000     February 1, 2014  
      1,905,000   0.65     1,665,000     February 17, 2015  
      190,000   1.30     126,667     November 29, 2015  
      1,305,000   1.17     870,004     December 23, 2015  
      1,050,000   0.56     349,999     February 22, 2022  
      1,600,000   0.215     -     October 26, 2022  
      10,210,000         7,171,670        

      (c)

    Share-based payments

         
     

    During the period ended March 31, 2013, the Company granted nil (March 31, 2012 – 1,450,000) options to employees, officers and directors. The options outstanding at March 31, 2013 vest over periods ranging up to 3 years. The stock options are recorded at fair value in the condensed interim consolidated statements of loss and the condensed interim consolidated statements of financial position using the Black- Scholes option pricing model. The expected volatility assumption is based on the historical and implied volatility of the Company’s Canadian dollar common share prices on the Toronto Stock Exchange. The risk-free interest rate assumption is based on yield curves on Canadian Government zero-coupon bonds with a remaining term equal to the stock options’ expected life. The total amount of share-based payments recognized in the condensed interim consolidated statements of loss during the period ended March 31, 2013 was $114,425 (March 31, 2012 – $141,574) and in exploration and evaluation assets in the condensed interim consolidated statements of financial position at March 31, 2013 was $412,772 (December 31, 2012 - $386,841) as a result of options granted and vested. These amounts were also recorded as other capital reserves in the condensed interim consolidated statements of financial position. The weighted average fair value of the options granted during the period ended March 31, 2013 was $nil (March 31, 2012 - $0.35) per option. The weighted average remaining contractual life for options outstanding at March 31, 2013 is 3.4 years (March 31, 2012 – 3.2 years).

    Page 18


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    During the period ended March 31, 2013, the following weighted average assumptions were used for the valuation of stock options:

      March 31 2013 2012
           
      Expected risk-free interest rate 2.01% 1.28%
      Expected life 3.7 years 3.5 years
      Expected volatility 97% 94%
      Expected dividend rate 0.00% 0.00%

      (d)

    Restricted share units

         
     

    The Company implemented a restricted share plan whereby, from time to time, at the discretion of the Board, restricted share rights are granted to directors, officers, employees and certain consultants to acquire any number of fully paid and non- assessable shares. The Board shall determine the restricted period applicable to such restricted share rights. The aggregate maximum number of shares available for issuance from treasury under this plan shall not exceed 5,500,000 shares. Any shares subject to restricted share rights, which have been granted under the plan and which have been cancelled or terminated in accordance with the terms of the plan without the applicable restriction period having expired, will again be available under the plan. During the period ended March 31, 2013, nil (March 31, 2012 - 1,355,000) restricted share units were granted by the Company to employees, consultants, officers, and directors of the Company. The restricted share units granted in 2011 have a total grant date fair value of $638,754 and are released over 2.5 years and the restricted share units granted in 2012 have grant dates fair values totalling $919,989 and are released over 2.5 years.

         
     

    The total amount of restricted share units recognized in share-based payments in the condensed interim consolidated statements of loss during the period ended March 31, 2013 was $100,030 (March 31, 2012 - $133,940) and in exploration and evaluation assets in the condensed interim consolidated statements of financial position was $404,320 (December 31, 2012 - $331,316) as a result of restricted share units issued. These amounts were also recorded as other capital reserves in the condensed interim consolidated statements of financial position. The weighted average fair value of restricted share units granted during the period ended March 31, 2013 was $nil (March 31, 2012 - $0.49). The weighted average remaining contractual life for restricted share units outstanding at March 31, 2013 is 1.6 years (December 31, 2012 – 2.3 years).

    Page 19


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

      Restricted Share Units   Number  
             
      Outstanding, December 31, 2011   1,494,000  
      Granted   2,935,000  
      Released   (932,000 )
      Forfeited   (66,333 )
      Outstanding, December 31, 2012   3,430,667  
      Forfeited   (130,001 )
      Outstanding, March 31, 2013   3,300,666  

      (e)

    Other capital reserves

         
     

    The Company’s other capital reserves relate to stock options and restricted share units granted by the Company to employees, consultants, officers and directors under its stock option and restricted share plans. Details about the Company’s share-based payments and restricted share units are provided in notes 7(b), 7(c), and 7(d).

         
      (f)

    Loss per share

         
     

    Loss per share totals for the periods ended March 31, 2013 and 2012 were calculated based on the following:


      March 31   2013     2012  
                   
      Basic and diluted weighted average number of shares outstanding   115,013,283     97,954,155  

    The stock options and restricted share units were anti-dilutive for the periods ended March 31, 2013 and March 31, 2012.

    8.

    Supplemental disclosure with respect to cash flows


          March 31,     December 31,  
          2013     2012  
        $   $  
      Cash and cash equivalents            
      Cash            
         CAN$   238,236     127,127  
         US$   1,583,361     2,386,524  
          1,821,597     2,513,651  
      Term deposits            
         CAN$   1,130,712     2,855,076  
          2,952,309     5,368,727  

    Page 20


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    The Company has $246,638 (December 31, 2012 - $244,562) in restricted cash and cash equivalents to guarantee credit cards and $911,588 (December 31, 2012 - $893,007) in other restricted assets to guarantee performance bonds for compliance with environmental laws, and are therefore not available for general use by the Company. As at March 31, 2013, these performance bonds consisted of $862,433 (December 31, 2012 - $844,854) relating to the Gas Hills properties and $49,155 (December 31, 2012 - $48,153) relating to the Copper-King property.

    During the period ended March 31, 2013, the Company earned $10,244 (March 31, 2012 - $38,285) in interest income on its cash and cash equivalents and on its other financial assets.

     

     

      March 31, 2013     March 31, 2012  
     

     

    $   $  
     

     

               
     

    Changes in non-cash working capital items:

               
     

     Decrease in trade and other receivables

      36,919     44,294  
     

     Increase in prepaid expenses

      (67,567 )   (41,320 )
     

     Increase in restricted cash and cash equivalents

      -     (6,596,995 )
     

     Decrease in trade and other payables

      (73,605 )   (173,847 )
     

    Total changes in non-cash working capital items

      (104,253 )   (6,767,868 )

    There were $nil cash payments for income taxes during the period ended March 31, 2013 (March 31, 2012 - $nil).

    Significant non-cash transactions during the period ended March 31, 2013 include the following:

      (a)

    Recognizing $1,211,176 in foreign currency translation adjustment through exploration and evaluation assets.

         
      (b)

    Recognizing $98,935 in fair value for the share-based payments in exploration and evaluation assets.

         
      (c)

    Recognizing $251,813 in foreign currency translation adjustment through non- controlling interests.

    Significant non-cash transactions during the three months ended March 31, 2012 include the following:

      (a)

    Recognizing $675,078 in foreign currency translation adjustment in exploration and evaluation assets.

         
      (b)

    Recognizing $169,578 in foreign currency translation adjustment through non- controlling interests.

         
      (c)

    Recognizing $85,904 in fair value for the share-based payments in exploration and evaluation assets.

    Page 21


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    9.

    Related party transactions

       

    Balances between the Company and its subsidiaries have been eliminated on consolidation and are disclosed below. Details of the transactions between the Company and other related parties are discussed below.

       

    Intercompany balances resulting from transactions during the normal course of business are as follows at the end of the period:


     

     

      March 31,     December 31,  
     

     

      2013     2012  
     

     

    $   $  
     

    Intercompany balances to be received by:

               
     

    Strathmore Minerals Corp.

      42,293,154     40,248,004  
     

    Saratoga Gold Company Ltd.

      132,103     10,650  
     

    Strathmore Resources (US) Ltd.

      254,742     258,079  
     

     

               
     

    Intercompany balances to be paid by:

               
     

    Strathmore Resources (US) Ltd.

      42,202,697     40,159,416  
     

    Wyoming Gold Mining Company, Inc.

      239,122     83,680  
     

    Saratoga Gold Company Ltd.

      90,457     99,238  
     

    Roca Honda Resources LLC

      147,723     171,471  

    Details of the transactions between the Company and other related parties are discussed below:

          March 31, 2013     March 31, 2012  
        $   $  
      Share-based payments for options granted to directors and key management personnel   111,426     119,267  
      Share-based payments for restricted share units granted to directors and key management personnel   115,185     128,789  
      Wages and consulting fees paid to directors and key management personnel   368,823     437,119  
          595,434     685,175  

    Included in trade and other payables at March 31, 2013 is $29,000 (December 31, 2012 - $56,707) for consulting and directors fees to directors, officers and companies controlled by directors and officers. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

    Page 22


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    Share-based payments represent the fair value calculations of options in accordance with IFRS 2 , Share-Based Payment, granted to key management personnel. Key management personnel were not paid post-employment benefits, termination benefits, or other lo ng-term benefits du ring the periods ended March 31, 2013 and March 31, 2012.

       
    10.

    Segmented information

       

    The Company primarily operates in one reportable operating segment, the exploration and evaluation of its mineral properties; the Company considers its loss from operations for the period ended March 31, 2013 and its loss from operations for the period ended March 31, 2012 to relate to this segment. For the exploration and evaluation assets, the Company receives discrete financial information that is used by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. The segment is principally engaged in uranium exploration and evaluation in the US. The Company’s corporate segment only earns revenues that are considered incidental to the activities of the Company and therefore does not meet the definition of an operating segment as defined in IFRS 8, Operating segments . Assets by geographic area are as follows:


              United      
          Canada     States     Total  
        $   $   $  
      March 31, 2013                  
       Property and equipment   51,712     1,009,764     1,061,476  
       Exploration and evaluation assets   -     60,223,407     60,223,407  
      December 31, 2012                  
       Property and equipment   57,829     1,032,884     1,090,713  
       Exploration and evaluation assets   -     57,389,751     57,389,751  

    Page 23


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    11.

    Financial instruments and risk management


    Categories of financial instruments

     

     

                                                   

     

      Fair value through profit                                      

     

      or loss     Available-for-sale     Loans and receivables *     Other financial liabilities  

     

      Fair     Carrying     Fair     Carrying     Fair     Carrying     Fair     Carrying  

     

      value     amount     value     amount     value     amount     value     amount  

     

    $   $   $   $   $   $   $   $  

    March 31, 2013

                                                   

    Cash and cash equivalents

      2,952,309     2,952,309     -     -     -     -     -     -  

    Restricted cash and cash equivalents

      246,638     246,638     -     -     -     -     -     -  

    Other restricted assets

      911,588     911,588     -     -     -     -     -     -  

    Other financial assets

      241,071     241,071     -     -     -     -     -     -  

    Trade and other receivables

      -     -     -     -     55,084     55,084     -     -  

    Available-for-sale financial assets

      -     -     2,000,000     2,000,000     -     -     -     -  

    Trade and other payables

      -     -     -     -     -     -     1,325,697     1,325,697  

     

                                                   

    December 31, 2012

                                                   

    Cash and cash equivalents

      5,368,727     5,368,727     -     -     -     -     -     -  

    Restricted cash and cash equivalents

      244,562     244,562     -     -     -     -     -     -  

    Other restricted assets

      893,007     893,007     -     -     -     -     -     -  

    Other financial assets

      240,665     240,665     -     -     -     -     -     -  

    Trade and other receivables

      -     -     -     -     174,919     174,919     -     -  

    Available-for-sale financial assets

      -     -     2,000,000     2,000,000     -     -     -     -  

    Trade and other payables

      -     -     -     -     -     -     1,871,912     1,871,912  

    * The Company does not have any outstanding loans.

    Page 24


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    The Company’s financial instruments consist of cash and cash equivalents, restricted cash and cash equivalents, trade and other receivables, other financial assets, available-for-sale financial assets, other restricted assets, and trade and other payables.

    The Company’s financial instruments that are measured at fair value on a recurring basis in periods subsequent to initial recognition and the fair value hierarchy used to measure them are presented in the table below. The Company classifies its other financial assets, measured at fair value, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

    Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

    Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

    Level 3: Inputs for the asset or liability that is not based on observable market data (unobservable inputs).

    At March 31, 2013, the levels in the fair value hierarchy into which the Company’s financial assets and liabilities are measured and recognized on the consolidated statements of financial position at fair value are categorized as follows: cash and cash equivalents, restricted cash and cash equivalents, other financial assets, and other restricted assets are categorized in level 1. For cash and cash equivalents, restricted cash and cash equivalents, trade and other receivables, other restricted assets, and trade and other payables, carrying value is considered to be a reasonable approximation of fair value due to the short-term nature of these instruments. The fair value of financial instruments at the reporting date was calculated on the basis of available market data.

    During 2012, management transferred the Mogul available-for-sale financial asset into level 3 of the fair value hierarchy because of new inputs, not based on observable market data, becoming available in determining the fair value for this available-for-sale asset. The fair value has been determined using a valuation technique based on recent equity financings by Mogul. The available-for-sale investments in equity were previously recognized at cost because they did not have quoted market prices in an active market and whose fair values could not be reliably measured.

    There were no further transfers between levels during the period ended March 31, 2013.

    The following table presents the reconciliation of the beginning and ending balances of those financial instruments categorized in level 3 of the fair value hierarchy:

    Page 25


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

     

     

      March 31,     December 31,  
     

     

      2013     2012  
     

     

    $   $  
     

    Balance, beginning of period

      2,000,000     -  
     

    Transfers into level 3

      -     2,000,000  
     

    Total gains or losses recognized in other comprehensive income

      -     -  
     

    Balance, end of period

      2,000,000     2,000,000  

    The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity, and market risks. The Company may, or may not, establish from time to time active policies to manage these risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations would warrant such hedging and derivative trading activities.

      (a)

    Credit Risk

         
     

    Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis, including evaluation of counterparty credit ratings, monitoring activities related to receivables and counterparty concentrations measured by amounts and percentages. The primary sources of credit risk for the Company arise from financial assets including cash and cash equivalents held with major financial institutions and trade and other receivables. The Company has not had any credit losses in the past, nor does it expect to have any credit losses in the future. At March 31, 2013, the Company has no financial assets that are past due or impaired due to credit risk defaults. Therefore, the Company is not exposed to significant credit risk.

         
     

    The Company’s maximum exposure to credit risk at the reporting date is as follows:


          March 31,     December 31,  
          2013     2012  
        $   $  
      Cash and cash equivalents   2,952,309     5,368,727  
      Restricted cash and cash equivalents   246,638     244,562  
      Other restricted assets   911,588     893,007  
      Trade and other receivables   55,084     174,919  
          4,165,619     6,681,215  

    Page 26


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

      (b)

    Liquidity Risk

         
     

    Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of trade and other payables. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and other financial assets balances to meet its anticipated operational needs.

         
     

    The Company’s financial liabilities, consisting of trade and other payables, arose as a result of exploration and evaluation of its mineral properties and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

         
     

    At March 31, 2013, the Company had positive working capital of $4,345,507 that includes $246,638 in restricted cash and cash equivalents. Accordingly, the Company is able to meet its current obligations and has minimal liquidity risk.

         
     

    The following table summarizes the Company’s financial liabilities:


          March 31,     December 31,  
          2013     2012  
        $   $  
      Trade and other payables   1,325,697     1,871,912  

     

    Typical repayment terms for the Company do not exceed 90 days.

         
      (c)

    Market risk

         
     

    Market risk is the risk that the fair value for assets classified as FVTPL, other financial liabilities, and loans or receivables of a financial instrument will fluctuate because of changes in market conditions. The Company evaluates market risk on an ongoing basis and has established policies and procedures for mitigating its exposure to market fluctuations. The Company holds certain marketable securities that will fluctuate in value as a result of trading on global financial markets. Based on the Company’s portfolio at March 31, 2013, a 10% increase or decrease in the market price of the equity securities held, ignoring any foreign currency risk, which is described below, would have resulted in an increase (or decrease) to net loss of approximately $24,107 (March 31, 2012 - $298,725). The Company is not exposed to interest rate risk, as it does not hold debt balances and is not charged interest on its trade and other payables.


    12.

    Management of capital

       

    The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and evaluation of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.

    Page 27


     
    Strathmore Minerals Corp.
    Notes to the condensed interim consolidated financial statements
    March 31, 2013 and 2012
    (unaudited)
    (expressed in Canadian dollars)

    The Company depends on external financing or the divestiture of its non-core mineral properties to fund its activities. The capital structure of the Company currently consists of common shares, stock options, restricted share units and share purchase warrants. Changes in the equity accounts of the Company are disclosed in the consolidated statements of changes in equity. The Company manages its capital structure by making adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents and other financial assets.

    In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions.

    During the period ended March 31, 2013, there were no significant changes in the processes used by the Company or in the Company’s objectives and policies for managing its capital. At March 31, 2013, the Company’s available capital resources, consisting of cash and cash equivalents, and other financial assets, total $3,193,380. At March 31, 2013, the Company’s total liabilities are $1,325,697. The Company believes that sufficient capital resources are available to support further exploration and evaluation of its mineral properties. The Company anticipates continuing to access equity markets, divestiture of its non-core mineral properties, and the use of joint ventures to fund continued exploration and evaluation of its mineral properties.

    Page 28


    SCHEDULE “C”

    Unaudited pro forma condensed consolidated statements of financial position as at September 30, 2012, the unaudited pro forma condensed consolidated statements of comprehensive income (loss) for the six months ended March 31, 2013, and the unaudited pro forma condensed consolidated statements of comprehensive loss for the year ended September 30, 2012 of EFI



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Financial Position as at March 31, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

                              Pro Forma Consolidated  

     

      Energy Fuels Inc.     Strathmore Minerals Corp.           Pro Forma     Energy Fuels Inc.  

     

      March 31, 2013     March 31, 2013     Note     Adjustments     March 31, 2013  

    ASSETS

                                 

     

                                 

    Current assets

                                 

     Cash and cash equivalents

    $  13,011   $  2,909     4(e) $  2,882   $  18,802  

     Marketable securities

      478     -           -     478  

     Available for sale assets

      -     2,206           -     2,206  

     Trade and other receivables

      2,952     54           -     3,006  

     Inventories

      25,256     -           -     25,256  

     Prepaid expenses and other assets

      921     416           -     1,337  

     

      42,618     5,585           2,882     51,085  

    Non-current

                                 

     Property, plant and equipment

      139,623     60,343     4(a)   (31,373 )   168,593  

     Investment in Virginia Energy

      4,182     -           -     4,182  

     Intangible assets

      10,196     -           -     10,196  

     Restricted cash

      28,468     898           -     29,366  

     

    $  225,087   $  66,826         $  (28,491 ) $  263,422  

     

                                 

    LIABILITIES & SHAREHOLDERS' EQUITY

                                 

     

                                 

    Current liabilities

                                 

     Accounts payable and accrued liabilities

    $  7,420   $  1,305     4(b)   $  2,370   $  11,095  

     Deferred revenue

      1,150     -           -     1,150  

     Current portion of long-term liabilities

                              -  

         Decommissioning liability

      95     -           -     95  

         Loans and borrowings

      844     -           -     844  

     

      9,509     1,305           2,370     13,184  

    Non-current

                              -  

     Long-term decommissioning liability

      15,847     -           -     15,847  

     Long-term loans and borrowings

      20,641     -           -     20,641  

     

      45,997     1,305           2,370     49,672  

     

                                 

    Shareholders' equity

                                 

     Capital stock

    $  183,360   $  77,613     4(c) $  29,676   $  215,260  

     

                  4(c)   510        

     

                  4(b)   1,714        

     

                  4(d)   (77,613 )      

     Contributed surplus

      19,810     10,027     4(d)   (10,027 )   19,810  

     Share purchase warrants

      4,103     -           -     4,103  

     Deficit

      (27,614 )   (34,539 )   4(d)   34,539     (27,614 )

     Accumulated other comprehensive loss

      (569 )   (115 )   4(d)   115     (569 )

          Attributable to Shareholders

      179,090     52,986           (21,086 )   210,990  

          Non-controlling interests

      -     12,535     4(a)   (9,775 )   2,760  

     

      179,090     65,521           (30,861 )   213,750  

     

    $  225,087   $  66,826         $  (28,491 ) $  263,422  

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    C 2



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Income (Loss)
    For the Six Months Ended March 31, 2013
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except per share amounts)

     

            Strathmore Minerals                    

     

      Energy Fuels Inc.     Corp                    

     

      Six Months Ended     Six Months Ended           Pro Forma     Pro Forma Consolidated  

     

      March 31, 2013     March 31, 2013     Note     Adjustments     Energy Fuels Inc  

     

                                 

     

                                 

    REVENUES

    $  43,014   $  -         $  -   $  43,014  

     

                              -  

    COST OF SALES

                              -  

    Production cost of sales

      37,312     -           -     37,312  

    Impairment of inventories

      4,425     -           -     4,425  

    TOTAL COST OF SALES

      (41,737 )   -           -     (41,737 )

    GROSS PROFIT

      1,277     -           -     1,277  

    Other operating expenses

      (2,053 )   -           -     (2,053 )

    Selling, general and administrative expenses

      (9,195 )   (2,043 )         -     (11,238 )

    Finance income (expense)

      255     (229 )   4(f)   100     126  

    Other income (expense)

      (288 )   -           -     (288 )

    NET LOSS BEFORE TAXES

      (10,004 )   (2,272 )   -     100     (12,176 )

    Income tax expense

      (8 )   -           -     (8 )

    NET LOSS FOR THE PERIOD

      (10,012 )   (2,272 )   -     100     (12,184 )

    Attributable to shareholders

      (10,012 )   (2,195 )         100     (12,107 )

    Non-controlling interests

      -     (77 )         -     (77 )

    NET LOSS FOR THE PERIOD

    $  (10,012 ) $  (2,272 )       $  100   $  (12,184 )

     

                                 

    LOSS PER COMMON SHARE

                                 

      BASIC AND DILUTED LOSS PER SHARE

    $  (0.01 )                   $  (0.01 )

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    C 3



    ENERGY FUELS INC.
    Pro Forma Condensed Consolidated Statement of Income (Loss)
    For the Year Ended September 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except per share amounts)

     

            Strathmore                                

     

            Minerals Corp     Titan Uranium Inc.     Denison Mines                    

     

      Energy Fuels Inc.     Year Ended     Period from October 1,     Holdings Corp                 Pro Forma  

     

      Year Ended     December 31,     2011 to February 29,     Period from October 1,           Pro Forma     Consolidated  

     

      September 30, 2012     2012     2012     2011 to June 30, 2012     Note     Adjustments     Energy Fuels Inc  

     

                                             

     

                                             

    REVENUES

    $  25,028   $  -   $   -   $   69,267         $  -   $  94,295  

     

                                             

    COST OF SALES

                                             

    Production cost of sales

      21,855     -     -     59,998           -     81,853  

    TOTAL COST OF SALES

      (21,855 )   -     -     (59,998 )         -     (81,853 )

    GROSS PROFIT

      3,173     -     -     9,269           -     12,442  

    Selling, general and administrative expenses

      (11,443 )   (5,503 )   (1,337 )   (7,306 )   4(f)   100     (25,489 )

    Finance income (expense)

      (1,869 )   (345 )   16     (883 )   4(k)   (14 )   (657 )

     

                              4(l)   1,062        

     

                              4(m)   1,376        

    Impairment of assets

      (24,022 )   -     (959 )   (67,340 )   4(i)   67,340     (24,981 )

    Impairment of goodwill

            -     -     (63,229 )   4(h)   63,229     -  

    Transaction costs

      (4,890 )   -     -     -           -     (4,890 )

    Gain on purchase of Denison US Mining Division

      56,215     -     -     -     4(g)   (56,215 )   -  

    Other income (loss)

      (191 )   -     421     (430 )   4(j)   (243 )   (443 )

    NET INCOME (LOSS) BEFORE TAXES

      16,973     (5,848 )   (1,859 )   (129,919 )         76,635     (44,018 )

    Income tax expense

      -     -     -     (27 )         -     (27 )

    NET INCOME (LOSS) FOR THE YEAR

      16,973     (5,848 )   (1,859 )   (129,946 )         76,635     (44,045 )

    Attributable to shareholders

      16,973     (5,713 )   (1,859 )   (129,946 )         76,635     (43,910 )

    Non-controlling interests

      -     (135 )   -     -           -     (135 )

    NET INCOME (LOSS) FOR THE YEAR

    $  16,973   $  (5,848 ) $   (1,859 ) $   (129,946 )       $  76,635   $  (44,045 )

     

                                             

    INCOME (LOSS) PER COMMON SHARE

                                             

      BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

    $  0.06                                 $  (0.05 )

    See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

    C 4



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    1.

    BASIS OF PRESENTATION

       

    The unaudited pro forma condensed consolidated financial statements have been prepared in connection with the proposed acquisition (the “Acquisition”) of Strathmore Minerals Corp. (“Strathmore”) by Energy Fuels Inc. (“EFI” or the “Company”). The unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and give effect to the Acquisition pursuant to the assumptions described in Note 3 and 4 to these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated statement of financial position as at March 31, 2013 gives effect to the proposed Acquisition by EFI as if it had occurred as at March 31, 2013. The unaudited pro forma condensed consolidated statements of income (loss) for the six month period ended March 31, 2013 and year ended September 30, 2012 give effect to the proposed Acquisition as if it had occurred as at October 1, 2011. The unaudited pro forma condensed consolidated statement of income (loss) for the twelve month period ended September 30, 2012 also gives effect to the acquisition of Titan Uranium Inc (“Titan”) and Denison Mines Holdings Corp. (“DMHC”) by the Company as if they had occurred as at October 1, 2011.

       

    The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the proposed Acquisition or the acquisition of Titan and DMHC had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date. Any potential synergies that may be realized after consummation of the proposed Acquisition, if successful, have been excluded from the unaudited pro forma condensed consolidated financial statement information.

       

    The pro forma adjustments and allocations of the purchase price for Strathmore are based on preliminary estimates of the fair value of the consideration paid and the fair value of the assets acquired and liabilities to be assumed. The final purchase price allocation will be completed after the asset and liability valuations are finalized.

       

    In preparing the unaudited pro forma condensed consolidated statement of financial position and the unaudited pro forma condensed consolidated statements of income (loss), the following historical information, which was prepared in accordance with International financial reporting standards (“IFRS”), was used:


      1.

    Pro forma statement of financial position as at March 31, 2013 combines the unaudited condensed consolidated statement of financial position of EFI as at March 31, 2013 and the unaudited condensed consolidated statement of financial position of Strathmore as at March 31, 2013 (as disclosed in Strathmore’s March 31, 2013 financial report, which was translated to the U.S. dollar using the March 31, 2013 period end exchange rate of 1.0156).

         
      2.

    Pro forma statement of income (loss) for the year ended September 30, 2012:


      i.

    combines the audited consolidated statement of income (loss) of EFI for the year ended September 30, 2012 and the audited consolidated statement of income (loss) of Strathmore for the year ended December 31, 2012 (as disclosed in Strathmore’s December 31, 2012 financial report, which was translated to the U.S. dollar using the average exchange rate for the year ended December 31, 2012 of 0.9996;

         
      ii.

    makes adjustments to give effect to EFI’s acquisition of Titan Uranium Inc (“Titan”) as if it had occurred on October 1, 2011 and not March 1, 2012 when Titan was acquired. Titan’s condensed consolidated statements of income (loss) for the five months ended February 29, 2012 included in the pro forma statement of income (loss) was constructed by removing one month from Titan’s internal unaudited condensed consolidated statement of income (loss) for the six months ending on February 29, 2012. These statements were translated to the U.S. dollar for the period shown using the average exchange rate of 1.0160;

         
      iii.

    makes adjustments to give effect to EFI’s acquisition of Denison Mines Holdings Corp. (“DMHC”) as if it had occurred on October 1, 2011 and not June 29, 2012 when DMHC was acquired. The construction was based on DMHC’s internal unaudited condensed consolidated statement of income (loss) for the three- month period ended December 31, 2011 and the unaudited condensed consolidated statement of income (loss) for the three months ended March 31, 2012 and the internal unaudited condensed consolidated statement of income (loss) for the three months ended June 30, 2012.

    C - 5 -



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    1.

    BASIS OF PRESENTATION (continued)


      3.

    Pro forma statement of income (loss) for the six months ended March 31, 2013 combines the unaudited condensed consolidated statement of income (loss) of EFI for the six months ended March 31, 2013 and the unaudited condensed consolidated statement of income (loss) of Strathmore for the six months ended March 31, 2013. The financial statements of Strathmore for the six month period ended March 31, 2013 was derived by removing the nine months ended September 30, 2012 from the year ended December 31, 2012 and by adding the three months ended March 31, 2013 which was translated to the US dollar by using the average period exchange rate for six months ended March 31, 2013 of 0.9997. Consequently, the three months period ended December 31, 2012 is duplicated in both the year ended December 31, 2012 and the six month period ended March 31, 2013 financial statements.

    The summarized operating information about the duplicated three month period ended December 31, 2012 is as follows:.

          Strathmore Minerals Corp  
          Three months ended  
          December 31, 2012  
      Selling, general and administrative $  (1,004 )
      Finance income (loss)   (123 )
      NET LOSS FOR THE PERIOD   (1,127 )
         Attributable to shareholders   (1,085 )
         Non-controlling interests   (42 )

    The unaudited pro forma consolidated statement of financial position and the unaudited pro forma condensed consolidated statement of income (loss) should be read in conjunction with the above noted financial statements, including the notes thereto. Certain of Strathmore’s assets, liabilities, income and expenses have been reclassified to conform to EFI’s condensed consolidated financial statement presentation.

       
    2.

    SIGNIFICANT ACCOUNTING POLICIES

       

    The accounting policies used in preparing the unaudited pro forma condensed consolidated financial statements are set out in EFI’s audited consolidated financial statements for the year ended September 30, 2012. In preparing the unaudited pro forma condensed consolidated financial statements, a review was undertaken by management to identify accounting policy differences where the impact was potentially material and could be reasonably estimated, to which none were identified. Accounting differences may be identified after consummation of the proposed Acquisition.

       
    3.

    SHARE ACQUISITION OF STRATHMORE

       

    On June 11, 2013 the Company and Strathmore entered into a definitive arrangement agreement (“Arrangement Agreement”) whereby it is proposed that EFI will acquire, by way of a plan of arrangement, all of the outstanding common shares of Strathmore. Upon closing of the Acquisition, Strathmore shareholders will receive 1.47 common shares of EFI for each whole common share of Strathmore and will own approximately 19.8% of the issued and outstanding common shares of EFI.

       

    The obligations of the Company and Strathmore to complete the Arrangement Agreement are subject to satisfactory completion of the following conditions:

    • Approval of the Acquisition by Strathmore shareholders;

    • Approval of the Acquisition by EFI shareholders;

    • Receipt of all required regulatory approvals, including acceptance by the Toronto Stock Exchange;

    • Court approval of the plan of arrangement.

    C - 6 -



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    The Arrangement Agreement contains customary deal protection mechanisms including a mutual break fee payable in certain events, as well as a non-solicitation provision and the right to match a superior proposal in favor of the Company.

       
    3.

    SHARE ACQUISITION OF STRATHMORE (continued)

       

    The Acquisition has been accounted for as a purchase of assets and the assumption of liabilities by the Company. This transaction is not considered a business combination under IFRS 3 due to the stage of its mineral property projects.

       

    As at June 11, 2013, Strathmore had 124,673,285 common shares outstanding and 2,143,668 restricted share units that become fully vested and issued upon change in control. Accordingly, with the conversion ratio of 1.47 common shares of EFI for each whole common share of Strathmore the pro forma cost of the Acquisition is based on the fair value of the issuance of 186,420,921 EFI common shares at $0.165 Canadian dollars (“C$”) or US$0.162 per share.

       

    The value of the share consideration has been based on the closing price of the Company’s shares on June 11, 2013 (the effective date of presentation of the Acquisition for purposes of the unaudited pro forma condensed consolidated statement of financial position). The Company will value the share consideration component based on the closing price of the Company’s shares on the date the Acquisition closes, which may result in an increase or decrease in the consideration for accounting purposes.

       

    The pro forma allocation of the purchase price is based upon management’s preliminary estimates and certain assumptions with respect to the fair value associated with the assets to be acquired and the liabilities to be acquired. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed below in the assumed pro forma purchase price allocation as further analysis (including identification of intangible assets, if any, for which no amounts have been estimated and included in the preliminary amounts shown below) is completed. Consequently, the actual allocation of the purchase price is likely to result in different adjustments than those in the unaudited pro forma condensed consolidated statements. EFI will complete a full and detailed valuation of the Strathmore assets. Therefore, it is likely that the fair values of assets and liabilities acquired will vary from those shown below and the differences may be material.

       

    The preliminary purchase consideration assumed in these unaudited pro forma condensed consolidated financial statements is subject to change and is summarized as follows:


     

    Purchase consideration

         
     

       Issuance of 183,269,729 common shares for replacement of Strathmore common shares

    $  29,676  
     

       Issuance of 3,151,192 common shares for replacement of Strathmore restricted stock units

      510  
     

       Estimated EFI transaction costs

      2,394  
     

     

    $  32,580  
     

     

         
     

    Fair value of assets and liabilities acquired

         
     

       Net working capital acquired

    $  5,472  
     

       Restricted cash

      898  
     

       Property, plant and equipment (including $27,925 of mineral properties)

      28,970  
     

       Non-controlling interests

      (2,760 )
     

     

    $  32,580  

    The purchase consideration was allocated to the assets acquired and the liabilities assumed based upon their estimated fair value at the date of acquisition. A value of $27,925 was allocated to exploration and evaluation assets for the mineral interests. Any increase in the Company’s share price is expected to increase the amounts allocated to “Mineral properties” and conversely, any decrease in the share price will reduce the amount allocated to “Mineral properties.” According to the initial recognition exemption in IAS 12, Income Taxes, EFI does not recognize a deferred tax asset or liability arising from the acquired assets of Strathmore.

    C - 7 -



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    4.

    PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

       

    The unaudited pro forma condensed consolidated financial statements reflect the following adjustments to give effect to the acquisition as describe in Note 3:


      a.

    An adjustment of $31,373 to reflect the decrease in fair value of property, plant and equipment including mineral properties and an adjustment of $9,775 to reflect a decrease in the fair value of the non-controlling interest of the plant, property and equipment including mineral properties;

         
      b.

    Estimated costs and expenses of the transaction are $4,084 of which $2,370 will be settled in cash and $1,714 will be settled in EFI common shares, or 10,585,248 shares issued at C$0.165 per share or US$0.162 per share. The total estimated costs include $2,250 of expenses payable upon severance of Strathmore employees due to change in control provision under their officer and employment agreements.

         
     

    EFI’s portion of transaction cost is $2,394 and is included as a component of the purchase price. Strathmore’s portion of transaction cost is $1,690 which is disclosed as a liability payable on acquisition;

         
      c.

    The issuance of 183,269,729 common shares of EFI for the common shares of Strathmore at a fair value of $29,676 and the issuance of 3,151,192 common shares of EFI for the restricted share units of Strathmore at a fair value of $510 in connection with the Acquisition before transaction costs of $2,394;

         
      d.

    The elimination of the historical equity accounts of Strathmore;

         
      e.

    On June 28, 2013 Strathmore completed the sale of the Pine Tree-Reno Creek Royalty (the “Royalty”) to privately held AUC LLC (“AUC”) for $2,882 in cash net of $118 of expenses. The $2,882 net cash proceeds received by Strathmore is being held in accordance with an escrow agreement with Energy Fuels. Proceeds from the Royalty sale have been added to Strathmore’s working capital;

         
      f.

    An adjustment to eliminate Strathmore’s impairment of available for sale assets for $100;

         
      g.

    An adjustment of $56,215 to eliminate the gain on the purchase of DMHC;

         
      h.

    An adjustment of $63,229 to eliminate DMHC’s goodwill impairment related to its transaction with EFI;

         
      i.

    An adjustment of $67,340 to eliminate DMHC’s impairment of U.S. mining assets related to its transaction with EFI;

         
      j.

    An adjustment of $243 to eliminate DMHC’s intercompany-related consulting income related to Denison’s Mongolia projects;

         
      k.

    An adjustment of $14 to eliminate DMHC’s intercompany-related interest expense;

         
      l.

    An adjustment of 1,062 to eliminate DMHC’s intercompany-related interest expense; and

         
      m.

    An adjustment to give effect to the accrued interest on the convertible debt issued by EFI on July 24, 2012 as if it occurred on October 1, 2011 for $1,376;

    C - 8 -



    ENERGY FUELS INC.
    NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND THE YEAR ENDED SEPTEMBER 30, 2012
    (Unaudited)
    (Expressed in thousands of U.S. dollars, unless otherwise noted)

    5.

    PRO FORMA SHARES OUTSTANDING

       

    The average number of shares used in the computation of pro forma basic and diluted loss per share has been determined as follows:


     

     

      Six Months Ended     Year Ended  
     

     

      March 31, 2013     September 30, 2012  
     

    Weighted average shares outstanding of EFI

      689,645,501     678,596,999  
     

    Shares issued to acquire Strathmore

      186,420,921     186,420,921  
     

    Shares issued to settle transaction costs

      10,585,248     10,585,248  
     

    Pro forma weighted average shares of EFI

      886,651,670     875,603,168  

    6.

    PRIVATE PLACEMENT

       

    On June 13, 2013 the Company completed a brokered private placement offering (the "Private Placement") of units with a syndicate of underwriters. A total of 47,380,791 units were issued at a price of C$0.14 per unit for aggregate gross proceeds of C$6,633,310 ($6,525,187). Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole Warrant entitles the holder thereof to acquire one common share of the Company at a price of C$0.19 at any time until June 15, 2015. The Private Placement is not recognized within the unaudited Condensed Consolidated Pro Forma Financial Statements because the completion of the Private Placement was not conditional on the closing of the Acquisition.

    C - 9 -



    Exhibit 99.125

    UNDERWRITING AGREEMENT

    Effective as of September 30, 2013

    Energy Fuels Inc.
    2 Toronto Street, Suite 500
    Toronto, Ontario M5C 2B6

    Attention: Stephen P. Antony, President and Chief Executive Officer

    Dear Sir:

    Dundee Securities Ltd. (“ Dundee ”), Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (together with Dundee, the “ Underwriters ”) hereby offer to purchase, severally and not jointly, from Energy Fuels Inc. (the “ Corporation ”) (with the right to substitute purchasers), and the Corporation agrees to issue and sell to the Underwriters, 31,250,000 common shares of the Corporation (the “ Initial Offered Shares ”) at the price of $0.16 per Initial Offered Share (the “ Offering Price ”) for aggregate gross proceeds of $5,000,000 (the “ Offering ”).

    The Underwriters understand that the Corporation has prepared and, concurrently with or immediately after the execution hereof, will file a preliminary short form prospectus and all necessary documents relating thereto and will take all additional steps to qualify the Offered Shares (as defined below) for distribution in each of the provinces of Canada other than Quebec (collectively, the “ Qualifying Jurisdictions ”).

    The Offered Shares may also be sold to Qualified Institutional Buyers (as defined below) and Accredited Investors (as defined below) in the United States in accordance with the provisions of Schedule A of this Agreement. With respect to Offered Shares to be sold in the United States to Qualified Institutional Buyers in compliance with Rule 144A under the U.S. Securities Act the Underwriters, or a U.S. broker-dealer affiliate thereof, shall purchase such Offered Shares from the Corporation for resale in compliance with Rule 144A. With respect to Offered Shares to be sold in the United States to Accredited Investors in accordance with Rule 506 of Regulation D and/or section 4(a)(2) under the U.S. Securities Act, although this Agreement is presented on behalf of the Underwriters as purchasers of the Offered Shares, all Offered Shares sold to persons in the United States, if any, in accordance with Regulation D under the U.S. Securities Act shall be sold directly to such persons as substituted purchasers by the Corporation in accordance with Schedule A of this Agreement.

    In addition, the Corporation hereby grants an option (the “ Over-Allotment Option ”) to the Underwriters entitling the Underwriters to acquire from the Corporation, on and subject to the terms contained herein, up to 4,687,500 additional common shares (the “ Optioned Shares ” and, together with the Initial Offered Shares, the “ Offered Shares ”) at the Offering Price. If and to the extent that Dundee shall have determined to exercise, on behalf of the Underwriters, the Over-Allotment Option, the Underwriters shall have the right to purchase, severally and not jointly, the Optioned Shares from the Corporation on the same basis as the Initial Offered Shares. If Dundee elects to exercise such Over-Allotment Option, it shall notify the Corporation in writing not later than 30 days from the Closing Date (as defined herein), which notice shall specify the number of Optioned Shares to be purchased by the Underwriters and the date (the “ Option Closing Date ”) on which such Optioned Shares are to be purchased. Such Option Closing Date may be the same as the Closing Date but not earlier than the later of (i) the Closing Date and (ii) three Business Days after the date of such notice. Optioned Shares may be purchased solely for the purpose of covering over-allotments made in connection with the Offering of the Offered Shares and for market stabilization purposes. If any Optioned Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase the percentage of such Optioned Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) equal to the percentage set out opposite the name of such Underwriter in Section 19 of this Agreement.


    - 2 -

    It is understood that the sale of the Offered Shares will take place only (i) in the Qualifying Jurisdictions; (ii) in the United States in transactions that are exempt from registration under the U.S. Securities Act (as defined herein) and applicable state securities laws; and (iii) in jurisdictions other than Canada and the United States as may be agreed to by the Corporation, acting reasonably, provided that the Corporation is not required to file a prospectus, registration statement or other disclosure document or become subject to continuing obligations in such other jurisdictions, in each case in accordance with the provisions of this Agreement (as defined herein). To the extent that substituted purchasers (including, without limitation, Accredited Investors who purchase Offered Shares in accordance with Rule 506 of Regulation D and/or section 4(a)(2) under the U.S. Securities Act) (“ Substituted Purchasers ”) purchase Offered Shares at the Time of Closing (as defined below), the obligations of the Underwriters to purchase Offered Shares will be reduced by the number of Offered Shares purchased from the Corporation by such Substituted Purchasers. Any reference in this Agreement to “the Purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.

    The Underwriters shall be entitled to appoint a soliciting dealer group consisting of other registered dealers acceptable to the Corporation for the purposes of arranging for purchasers of the Offered Shares.

    Interpretation

    Unless expressly provided otherwise, where used in this Agreement or any schedule hereto, the following terms shall have the following meanings, respectively:

    Accredited Investor ” means an “accredited investor” satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D;

    Agreement ” means the agreement resulting from the acceptance hereof by the Corporation;

    AIF ” means the annual information form of the Corporation for its fiscal year ended September 30, 2012, dated December 30, 2012;

    Applicable Securities Laws ” means, collectively, the applicable securities laws of the Qualifying Jurisdictions, the regulations, rules, rulings and orders made thereunder, the applicable published policy statements issued by the Securities Commissions (as defined herein) thereunder and the securities legislation and published policies of each other jurisdiction (including, without limitation, the United States) the securities laws of which are applicable to the sale of the Offered Shares on the terms and conditions set out in this Agreement;

    Arizona Strip Mines ” means the Corporation’s interest in and to the three developed and partially developed mines, which for greater certainty include the Arizona 1, Canyon and Pinenut mines located in northern Arizona, as more fully described in the Arizona Strip Mines Report;

    Arizona Strip Mines Report ” means the technical report dated June 27, 2012 entitled “Technical Report on the Arizona Strip Uranium Property, Arizona, U.S.A” prepared by Thomas C. Pool and David A. Ross of Roscoe Postle Associates Inc. in respect of the Arizona Strip Mines;

    Business Day ” means any day except Saturday, Sunday or a statutory holiday in Toronto, Ontario;

    Canadian Securities Regulators ” means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;


    - 3 -

    Claims ” has the meaning ascribed thereto in Section 17;

    Closing ” means the completion of the issue and sale by the Corporation of the Offered Shares pursuant to this Agreement;

    Closing Date ” means the date of the Closing, namely October 16, 2013, or such other date as the Underwriters and the Corporation may agree;

    Colorado Plateau Mines ” means the Corporation’s interest in and to the uranium and vanadium mines located near the border of Utah and Colorado, which for greater certainty include, the La Sal, Van 4, Sunday and East Canyon (Rim) zones, as more particularly described in the management information circular of the Corporation dated May 28, 2012 in respect of the special meeting of shareholders held on June 25, 2012;

    Common Shares ” means the common shares in the capital of the Corporation, as constituted on the date hereof;

    Continuing Underwriters ” has the meaning ascribed thereto in Section 19; “ comparables ” has the meaning ascribed thereto in NI 44-101; “ Compensation Warrants ” has the meaning ascribed thereto in subsection 6(c); “ Compensation Warrant Shares ” has the meaning ascribed thereto in subsection 6(c); “ Corporation ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Daneros Mine ” means the Corporation’s interest in and to the uranium mine located in the White Canyon district of southeastern Utah, as more fully described in the Daneros Mine Report;

    Daneros Mine Report ” means the technical report dated July 18, 2012 entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A.” prepared by Douglas C. Peters of Peters Geosciences, Golden, Colorado in respect of the Daneros Mine;

    Disclosure Documents ” means, collectively, all of the documentation which has been filed by or on behalf of the Corporation since September 30, 2010 with the relevant securities regulatory authorities pursuant to the requirements of Applicable Securities Laws;

    Documents Incorporated by Reference ” means all financial statements, management information circulars, annual information forms, material change reports, business acquisition reports or other documents issued by the Corporation, whether before or after the date of this Agreement, that are incorporated by reference, or deemed to be incorporated by reference, into the Preliminary Prospectus, the Final Prospectus or any Supplementary Material;

    Dundee ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Energy Queen Mine ” means the Corporation’s interest in and to the mine project located approximately three miles west of the town of LaSal, Utah, consisting of a core property of 702 acres of land in sections 6 and 7, T29S, R24E, SLPM, in San Juan County, Utah, as more fully described in the Energy Queen Mine Report;

    Energy Queen Mine Report ” means the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Property, San Juan County,


    - 4 -

    Utah”, prepared by Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences, Golden, Colorado in respect of the Energy Queen Mine;

    Environmental Laws ” has the meaning ascribed thereto in subsection 8(oo); “ Environmental Permits ” has the meaning ascribed thereto in subsection 8(pp); “ Exchange ” means the Toronto Stock Exchange;

    Final Prospectus ” means the (final) short form prospectus, including all of the Documents Incorporated by Reference, prepared by the Corporation and qualifying the distribution of the Offered Shares and for which a receipt or deemed receipt has been issued by the Ontario Securities Commission and each of the other Securities Commissions pursuant to the Passport System

    Financial Statements ” has the meaning ascribed thereto in subsection 8(j);

    Gas Hills Project ” means the Corporation’s interest in and to the mineral property located in Fremont and Natrona Counties, Wyoming, comprised of 1,683 unpatented lode claims covering approximately 35,000 acres, as more fully described in the Gas Hills Project Report;

    Gas Hills Project Report ” means the technical report dated March 22, 2013 entitled “Technical Report Update of Gas Hills Uranium Project Fremont and Natrona Counties, Wyoming, USA”, prepared by Richard L. Nielson, Thomas C. Pool, Robert L. Sandefur and Matthew P. Reilly in respect of the Gas Hills Project;

    Hazardous Substances ” has the meaning ascribed thereto in subsection 8(nn);

    Henry Mountains Complex ” means the Corporation’s interest in and to the uranium complex in southern Utah, which, for greater certainty, includes the Bullfrog property and the Tony M property, as more fully described in the Henry Mountains Complex Report;

    Henry Mountains Complex Report ” means the technical report dated June 27, 2012 entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A” prepared by William E. Roscoe, Douglas H. Underhill and Thomas C. Pool of Roscoe Postle Associates Inc. in respect of the Henry Mountains Complex;

    IFRS ” has the meaning ascribed thereto in subsection 8(j);

    Indemnified Party ” has the meaning ascribed thereto in Section 17;

    Indemnitor ” has the meaning ascribed thereto in Section 17;

    knowledge ” means, as it pertains to the Corporation, the actual knowledge of the executive officers of the Corporation in office as at the date of this Agreement, together with the knowledge which they would have had if they had conducted a diligent inquiry into the relevant subject matter, but without the requirement to make any inquiries of governmental authorities or to perform any search of any public registry office or system;

    Letter Agreement ” means the letter agreement dated September 24, 2013 between Dundee and the Corporation providing for the offering, purchase and sale of the Offered Shares;

    Losses ” has the meaning ascribed thereto in Section 17;


    - 5 -

    marketing materials ” has the meaning ascribed thereto in National Instrument 41-101- General Prospectus Requirements ;

    material adverse change ” or “ material adverse effect ” means any change or effect on the Corporation and the Subsidiaries or their respective businesses that is or is reasonably likely to be materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and the Subsidiaries and their respective businesses, taken as a whole, after giving effect to this Agreement and the transactions contemplated hereby or that is or is reasonably likely to be materially adverse to the completion of the transactions contemplated by this Agreement;

    Material Agreement ” means any material mortgage (or other form of material indebtedness), note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or a Subsidiary is a party or by which the Corporation, a Subsidiary or a material portion of the assets of the Corporation is bound;

    material fact ” means a material fact for the purposes of the Applicable Securities Laws or any of them or where undefined under the Applicable Securities Laws of a jurisdiction means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the Corporation’s securities;

    Material Properties ” means, collectively, the Whirlwind Mine, Energy Queen Mine, Sage Plain Project, Piñon Ridge Mill Site, Sheep Mountain Project, White Mesa Mill, Colorado Plateau Mines, Henry Mountains Complex, Arizona Strip Mines, the Daneros Mine, the Gas Hills Project and the Roca Honda Project;

    Material Subsidiaries ” means the subsidiaries of the Corporation listed in Part 1 of Schedule “B”;

    MD&A ” means the management’s discussion and analysis of the Corporation for the three and nine month periods ended June 30, 2013;

    MI 11-102 ” means Multilateral Instrument 11-102 – Passport System of the Canadian Securities Administrators, as amended or replaced;

    misrepresentation ” means a misrepresentation for the purposes of the Applicable Securities Laws or any of them or where undefined under the Applicable Securities Laws of a jurisdiction means (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

    NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Regulators;

    NI 44-101 ” means National Instrument 44-101 – Short Form Prospectus Distributions adopted by the Canadian Securities Regulators;

    NI 45-106 ” means National Instrument 45-106 – Prospectus and Registration Exemptions adopted by the Canadian Securities Regulators;

    NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions ;

    OFAC ” has the meaning ascribed thereto in subsection 8(aaa);


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    Offered Shares ” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

    Offering ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Offering Documents ” has the meaning ascribed thereto in subsection 5(a)(iii);

    Offering Price ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Option Closing Date ” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

    Optioned Shares ” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

    Over-Allotment Option ” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

    Passport System ” means the system and procedures for prospectus filing and review under MI 11-102 and NP 11-202;

    Permits ” has the meaning ascribed thereto in subsection 8(vv);

    person ” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

    Piñon Ridge Mill Site ” means the Corporation’s interest in and to the 880 acre site located approximately 12 miles west of Naturita, Colorado in the Paradox Valley of western Montrose County, Colorado, on which the Corporation has obtained a Radioactive Materials License to build the Piñon Ridge uranium mill;

    Preliminary Prospectus ” means the preliminary short form prospectus of the Corporation dated even date herewith, including all Documents Incorporated by Reference, relating to the distribution of the Offered Shares which is to be filed with the Ontario Securities Commission and each of the other Securities Commissions pursuant to the Passport System;

    Project Rights ” has the meaning ascribed thereto in subsection 8(uu);

    Prospectus ” means, collectively, the Preliminary Prospectus, the Final Prospectus and any amendments thereto;

    Purchasers ” means the persons who, as purchasers, acquire the Offered Shares at the Time of Closing;

    Qualified Institutional Buyer ” means a “qualified institutional buyer” as that term is defined in Rule 144A;

    Qualifying Jurisdictions ” has the meaning ascribed thereto in the second paragraph of this Agreement;

    Refusing Underwriter ” has the meaning ascribed thereto in Section 19;

    Regulation D ” means Regulation D adopted by the U.S. Securities Exchange Commission under the U.S. Securities Act;


    - 7 -

    Regulation S ” means Regulation S adopted by the U.S. Securities Exchange Commission under the U.S. Securities Act;

    Relevant Proportions ” has the meaning ascribed thereto in Section 19;

    Rights Plan ” means the shareholder rights agreement dated February 2, 2009 made between the Corporation and CIBC Mellon Trust Company as rights agent, which agreement was renewed by the shareholders of the Corporation at the annual and special meeting of shareholders of the Corporation held on January 20, 2012;

    Roca Honda Project ” means the Corporation’s interest in and to the mineral property located in McKinley County, New Mexico, comprised of 63 unpatented lode mining claims and one New Mexico State General Mining Lease covering approximately 1,886.5 acres, as more fully described in the Roca Honda Project Report;

    Roca Honda Project Report ” means the technical report dated August 6, 2012 entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.”, prepared by Patti Nakai-Lajoie, Robert Michaud, Stuart E. Collins and Roderick C. Smith in respect of the Roca Honda Project;

    Rule 144A ” means Rule 144A under the U.S. Securities Act;

    Sage Plain Project ” means the Corporation’s interest in and to the mineral property located in San Juan County, Utah and San Miguel County, Colorado, comprised of three private mineral leases, four Utah State leases and 94 unpatented mining claims covering approximately 5,635 acres, as more fully described in the Sage Plain Project Report;

    Sage Plain Project Report ” means the technical report dated December 16, 2011 entitled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (including the Calliham Mine and Sage Mine), San Juan County, Utah and San Miguel County, Colorado”, prepared by Douglas C. Peters of Peters Geosciences, Golden, Colorado in respect of the Sage Plain Project;

    Securities Commissions ” means the applicable securities regulatory authorities in the Qualifying Jurisdictions;

    Selling Firm ” has the meaning ascribed thereto in subsection 3(a);

    Sheep Mountain Project ” means the Corporation’s interest in and to the mineral property located in Fremont County, Colorado and comprised of: (a) 179 unpatented mining claims in land managed by the U.S. Bureau of Land Management covering approximately 3,205 acres; (b) a state of Wyoming lease covering approximately 640 acres; and (c) approximately 630 acres of private land held in fee or under leases or surface agreements, as more fully described in the Sheep Mountain Project Report;

    Sheep Mountain Project Report means the technical report dated April 13, 2012 entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA – Updated Preliminary Feasibility Study –National Instrument 43-101 Technical Report” prepared by Douglas L. Beahm, of BRS Engineering in respect of the Sheep Mountain Project;

    Standard Listing Conditions ” has the meaning ascribed thereto in subsection 4(a)(v);

    standard term sheet ” has the meaning ascribed thereto in National Instrument 41-101- General Prospectus Requirements ;


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    Subsidiaries ” means the subsidiaries of the Corporation listed in Parts 1 and 2 of Schedule “B”;

    Substituted Purchasers ” has the meaning ascribed thereto in the fifth paragraph of this Agreement;

    Supplementary Material ” means, collectively, any amendment to the Final Prospectus, any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under Applicable Securities Laws relating to the distribution of the Offered Shares thereunder;

    Taxes ” has the meaning ascribed thereto in subsection 8(l);

    Technical Reports ” means collectively, the Whirlwind Mine Report, the Energy Queen Mine Report, the Sage Plain Project Report, the Sheep Mountain Project Report, the Henry Mountains Complex Report, the Arizona Strip Mines Report and the Daneros Mine Report;

    Time of Closing ” means 8:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Underwriters may agree;

    Title Opinions ” means opinions with respect to title to, and the interest of, the Corporation and/or the Subsidiaries in the Material Properties listed on Schedule “D” attached hereto;

    Transfer Agent ” means the registrar and transfer agent of the Corporation, namely CST Trust Company Inc.;

    Underwriters ” has the meaning ascribed thereto in the first paragraph of this Agreement;

    Underwriting Fee ” has the meaning ascribed thereto in subsection 6(a);

    United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

    U.S. Memorandum ” has the meaning ascribed thereto in subsection 4(a)(iv);

    U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S;

    U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;

    Whirlwind Mine ” means the Corporation’s interest in and to the mine project located in the Beaver Mesa District of the Uravan Mineral Belt, approximately four miles southwest of Gateway, Colorado and consisting of 216 unpatented claims, covering approximately 4,380 acres, and Utah State Mineral Lease number ML-49312 for a total of approximately 4,700 acres, as more fully described in the Whirlwind Mine Report;

    Whirlwind Mine Report ” means the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, prepared by Douglas C. Peters of Peters Geosciences, Golden, Colorado in respect of the Whirlwind Mine; and “ White Mesa Mill ” means the Corporation’s interest in and to the White Mesa mill, a 2,000 - ton per day uranium and vanadium processing facility located near Blanding, Utah.

    The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement. Unless otherwise expressly provided, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.


    - 9 -

    If any provision of this Agreement shall be adjudged by a competent authority to be invalid or for any reason unenforceable, such invalidity or unenforceability shall not affect the validity, enforceability or operation of any other provision herein.

    The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

    Schedule “A” – United States Offers and Sales

    Schedule “B” – Subsidiaries

    Schedule “C” – List of Convertible Securities

    Schedule “D” – Title Opinions

    1.

    Compliance with Securities Laws

         
    (a)

    The Corporation represents, warrants and covenants to the Underwriters that the Corporation has prepared and will file concurrently with or immediately after the execution hereof the Preliminary Prospectus and will use its commercially reasonable best efforts to obtain, pursuant to the Passport System, a receipt for the Preliminary Prospectus in respect of the proposed distribution of the Offered Shares.

         
    (b)

    The Corporation hereby agrees to use commercially reasonable efforts to secure compliance with all securities regulatory requirements on a timely basis in connection with the distribution of the Offered Shares, including by filing within the periods stipulated under Applicable Securities Laws and at the Corporation’s expense, all forms required to be filed by the Corporation in connection with the Offering and paying all filing fees required to be paid in connection therewith. Subject to being notified by the Underwriters of the requirements thereof and upon request by the Underwriters, the Corporation also agrees to use commercially reasonable efforts to file within the periods stipulated under Applicable Securities Laws and at the Corporation’s expense, all private placement forms required to be filed by them in connection with the Offering and agrees to pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of the Qualifying Jurisdictions may lawfully occur without the necessity of filing a prospectus, offering memorandum or any similar disclosure document under applicable Securities Laws outside of the Qualifying Jurisdictions. The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.

         
    (c)

    The Corporation shall use commercially reasonable efforts to fulfill all legal requirements to enable the distribution of the Offered Shares and file the Final Prospectus in each of the Qualifying Jurisdictions and obtain, pursuant to the Passport System, a receipt for the Final Prospectus and other related documents in respect of the proposed distribution of the Offered Shares on or prior to 4:00 p.m. (Toronto time) on October 7, 2013 or such later date as Dundee and the Corporation may agree, acting reasonably.



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      (d)

    During the distribution of the Offered Shares, the Corporation and Dundee shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Shares, such marketing materials to comply with Securities Laws applicable in Canada. The Corporation shall file a template version of such marketing materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and Dundee, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Underwriters’ authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation.

           
      (e)

    The Corporation and each of the Underwriters, on a several basis, covenant and agree:

           
      (i)

    not to provide any potential investor of Offered Shares with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor of Offered Shares;

           
      (ii)

    not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than (A) such marketing materials that have been approved and filed in accordance with paragraph 1(e)(i), (B) the Preliminary Prospectus and the Final Prospectus, and (C) any standard term sheets approved in writing by the Corporation and Dundee (including the standard term sheet attached as Schedule “C” of the Letter Agreement); and

           
      (iii)

    that any marketing materials approved and filed in accordance with paragraph 1(e)(i), and any standard term sheets approved in writing by the Corporation and Dundee, shall only be provided to potential investors in the Qualifying Jurisdictions.


    2.

    Due Diligence

       

    Prior to the filing of the Final Prospectus, Documents Incorporated by Reference and any Supplemental Materials, the Corporation shall permit the Underwriters to review each of the Final Prospectus, any Documents Incorporated by Reference and any Supplementary Materials and shall allow the Underwriters to continue to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations as an underwriter under Applicable Securities Laws of the Qualifying Jurisdictions and in order to enable it to responsibly execute the certificate in the Final Prospectus required to be executed by it. The Corporation shall provide the Underwriters with full and free access to, and on request of an Underwriter (acting reasonably), copies of all materials and documents used or created in connection with the due diligence investigations or the Offering, and must maintain those materials and documents for at least seven years from the Closing Date for that purpose. Furthermore, the Corporation must, at all reasonable times before the Closing Date or during, or in relation to, any threatened or pending inquiry, investigation or action, claim or proceeding arising in connection with the matters contemplated herein to which an Underwriter is a party or participant, provide reasonable and free access to the premises, books and records of the Corporation and any Subsidiaries to enable each such person(s) to obtain any information in relation to the Corporation or Subsidiary and any other matters which an Underwriter reasonably requires in relation to the Offering or any such inquiry, investigation or action, claim or proceeding.



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    3.

    Distribution and Certain Obligations of the Underwriters

           
    (a)

    The Underwriters shall, and shall require any investment dealer or broker (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Shares, including any affiliate (each, a “ Selling Firm ”), to agree to comply with Applicable Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through duly registered Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Shares; and (iii) provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Regulators.

           
    (b)

    The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Prospectus, any Supplementary Material or any marketing materials in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus, any Supplementary Material or any marketing materials to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, offering memorandum, filing, continuous disclosure or other similar requirements under Applicable Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Shares:

           
    (i)

    in the United States, solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. Any offer or sale of the Offered Shares in the United States will be made in accordance with Schedule “A” which forms part of this Agreement; and

           
    (ii)

    in such other jurisdictions in accordance with any applicable securities and other laws in such jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus, offering memorandum or other disclosure document or become subject to continuing obligations in such other jurisdictions,

           

    in each case in accordance with the provisions of this Agreement.



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      (c)

    For the purposes of this paragraph 3, the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a decision document for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing.

         
      (d)

    The Corporation and the Underwriters agree that Schedule “A” to this Agreement is incorporated by reference in and shall form part of this Agreement.

         
      (e)

    In performing their obligations under this Agreement, the Underwriters shall be acting severally and not jointly or jointly and severally. Without limiting the generality of the preceding sentence, an Underwriter will not be liable to the Corporation under this paragraph 3 with respect to a default under this paragraph 3 or Schedule “A” by another Underwriter or another Underwriter’s affiliate, as the case may be.

         
      (f)

    No Underwriter will be in breach of this paragraph 3 to the extent that its failure to comply with this paragraph is caused by the acts or omissions of the Corporation or its directors, officers or employees, or reliance by the relevant Underwriter on information or advice provided to them by the Corporation or its advisers or on representations made by investors.


    4.

    Deliveries on Filing and Related Matters

           
    (a)

    The Corporation shall deliver to each of the Underwriters:

           
    (i)

    at the Time of Closing, a copy of the Preliminary Prospectus and the Final Prospectus signed and certified by the Corporation as required by Applicable Securities Laws;

           
    (ii)

    at the Time of Closing, a copy of any Supplementary Material required to be filed by the Corporation in compliance with Applicable Securities Laws;

           
    (iii)

    concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from the Corporation’s auditors with respect to financial and accounting information contained in or incorporated by reference into the Final Prospectus, which letter shall be based on a review by the Corporation’s auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the auditors’ consent letter addressed to the Canadian Securities Regulators;

           
    (iv)

    as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the private placement memorandum (if required) incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Offered Shares in the United States (the “ U.S. Memorandum ”), and, forthwith after preparation, any amendment to the U.S. Memorandum; and



    - 13 -

      (v)

    prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved for listing subject only to satisfaction by the Corporation of certain standard post-closing conditions imposed by the TSX (the “ Standard Listing Conditions ”).

           
      (b)

    Supplementary Material. The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material.

           
      (c)

    Representations as to Prospectus and Supplementary Material. Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that, as at their respective dates of filing:

           
      (i)

    all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters) contained in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares;

           
      (ii)

    no material fact or information has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and

           
      (iii)

    except with respect to any deficiencies identified by the Corporation and communicated expressly to the Underwriters or their counsel, such documents comply in all material respects with the requirements of Applicable Securities Laws.

           
     

    Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with this Agreement and Securities Laws unless otherwise advised in writing.


      (d)

    Commercial Copies. The Corporation shall:

           
      (i)

    cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and in such locations as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus and the Final Prospectus given forthwith after the Underwriters have been advised that the Corporation has filed the Preliminary Prospectus, Final Prospectus or Supplementary Material, as the case may be (or such other date or time as the Underwriters and the Corporation may agree). Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days following the date of the issuance of a receipt for the Preliminary Prospectus or Final Prospectus, as the case may be, or after the filing of any Supplementary Material in the Qualifying Jurisdictions; and



    - 14 -

      (ii)

    cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the U.S. Memorandum (if required) and any amendments thereto.

           
      (e)

    Press Releases. During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters.


    5.

    Material Changes

           
    (a)

    During the period prior to the Underwriters notifying the Corporation of the completion of the distribution of the Offered Shares, the Corporation shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing) of the full particulars of:

           
    (i)

    any material change (actual, anticipated, contemplated, threatened, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation and its Subsidiaries taken as a whole;

           
    (ii)

    any material fact which has arisen or has been discovered and would have been required to have been stated in the Preliminary Prospectus or the Final Prospectus had the fact arisen or been discovered on, or prior to, the date of such documents;

           
    (iii)

    any change in any material fact contained in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material (collectively, the “ Offering Documents ”) or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, or which would result in the Final Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with Applicable Securities Laws; and

           
    (iv)

    any material breach or potential material breach of any of the representations and warranties in subparagraph 4(c) and paragraph 8 hereof.

           
    (b)

    The Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Applicable Securities Laws, and the Corporation will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions.

           
    (c)

    In addition to the provisions of subparagraphs 5(a) and 5(b) hereof, the Corporation shall in good faith discuss with the Underwriters any change, event or fact contemplated in subparagraphs 5(a) and 5(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under subparagraph 5(a) hereof and shall consult with the Underwriters with respect to the form and content of any amendment or other Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Canadian Securities Regulator prior to the review thereof by the Underwriters and the Underwriters’ counsel, acting reasonably.



    - 15 -

      (d)

    If during the period of distribution of the Offered Shares there shall be any change in Applicable Securities Laws which, in the opinion of the Underwriters, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file any such Supplementary Material with the appropriate Canadian Securities Regulators where such filing is required.


    6.

    Underwriters’ Compensation

         
    (a)

    In consideration for the performance of its obligations hereunder, the Corporation shall, subject to the provisions of this Agreement, pay to the Underwriters an aggregate fee (the “ Underwriting Fee ”) equal to 6% of the gross proceeds of the Offering.

         
    (b)

    The compensation payable to any Selling Firm shall be the sole responsibility of the Underwriters, and only as permitted by and in compliance with all Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and the Underwriters will require each such Selling Firm to so agree.

         
    (c)

    In addition to the Underwriting Fee, as additional consideration for the performance of its obligations hereunder, the Corporation shall issue to the Underwriters (in such name or names as the Underwriters may direct in writing, provided that no such issue will be made in the United States or to or for the benefit or account of U.S. Persons) at the Time of Closing, a number of compensation warrants (the “ Compensation Warrants ”) as is equal to 5% of the aggregate number of Offered Shares sold hereunder, including, for greater certainty, any Optioned Shares. Each Compensation Warrant shall entitle the holder to purchase one Common Share (each a “ Compensation Warrant Share ”) at any time that is within 24 months from the Closing Date at a price of $0.16 per Compensation Warrant Share.

         
    7.

    Covenants and Certification of the Underwriters

    The Underwriters covenant, severally and not jointly, with the Corporation that they will:

      (a)

    conduct activities in connection with arranging for Substituted Purchasers in compliance with the Applicable Securities Laws;

         
      (b)

    not solicit offers to purchase or sell the Offered Shares so as to require registration thereof or filing of a prospectus with respect thereto or continuing obligations on the part of the Corporation under the laws of any jurisdiction (other than the Qualifying Jurisdictions) including, without limitation, the United States or any state thereof, and not solicit offers to purchase or sell the Offered Shares in any jurisdiction outside of the Qualifying Jurisdictions where the solicitation or sale of the Offered Shares would result in any statutory ongoing disclosure requirements in such jurisdiction or any registration requirements in such jurisdiction on the part of the Corporation except for the filing of a notice or report of the solicitation or sale;

         
      (c)

    refrain from any form of general advertising or any form of general solicitation in connection with the Offering in (A) printed media of general and regular circulation or any similar medium, (B) radio, (C) television, or (D) electronic media or conduct any seminar or meeting concerning the offer and sale of the Offered Shares whose attendees have been invited by any form of general solicitation or general advertising; and



    - 16 -

      (d)

    comply with, and ensure that they and any Selling Firm and their respective directors, officers, employees and affiliates comply with all Applicable Securities Laws and the terms and conditions set forth in this Agreement.

    Each of the Underwriters hereby certifies that it is an “accredited investor” as defined under NI 45-106 by virtue of being a company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer (other than a limited market dealer) and is acquiring the Compensation Warrants as principal for its own account and not for the benefit of any other person.

    The Underwriters acknowledge that the Compensation Warrants and the Compensation Warrant Shares have not been and will not be registered under the U.S. Securities Act. In connection with the issuance of the Compensation Warrants and the Compensation Warrant Shares issuable upon exercise thereof, each of the Underwriters represents, warrants and covenants that (i) it is acquiring the Compensation Warrants and Compensation Warrant Shares issuable upon exercise thereof, as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) this Agreement was executed and delivered outside the United States. The Underwriters acknowledge and agree that the Compensation Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriters agree that they will not engage in any Directed Selling Efforts (as defined in Schedule “A”) with respect to any Compensation Warrant Shares and will not offer or sell any Compensation Warrants or Compensation Warrant Shares in the United States unless in compliance with an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

    8.

    Representations and Warranties of the Corporation

    The Corporation hereby represents and warrants to the Underwriters (on their own behalf and on behalf of each of the Purchasers) that as at the date hereof:

      (a)

    the Corporation has been duly incorporated and is validly existing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement and the certificates representing the Compensation Warrants;

         
      (b)

    to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation;

         
      (c)

    the Corporation has no subsidiaries or affiliates other than the Subsidiaries, and each Material Subsidiary and the Corporation’s direct and indirect holdings in each such Material Subsidiary are as set out in Part 1 of Schedule “B” and the Corporation beneficially owns, directly or indirectly, the percentage indicated therein of the issued and outstanding shares in the capital of the Material Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of the Subsidiaries or any other security convertible into or exchangeable for any such shares;



    - 17 -

      (d)

    each Subsidiary has been duly incorporated or formed and is validly existing under the laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets;

         
      (e)

    no Subsidiary (other than a Material Subsidiary) has any assets or liabilities which are material to the Corporation and its Subsidiaries, taken as a whole, or is a party to any agreement which is material to the Corporation and its Subsidiaries, taken as a whole, and no material revenues are booked through any Subsidiary (other than the Material Subsidiaries);

         
      (f)

    the Corporation does not beneficially own, or exercise control or direction over, 10% or more of the outstanding voting shares of any person, other than: (i) the Subsidiaries; and (ii) approximately 16.5% of the currently outstanding voting shares of Virginia Energy Resources Inc.;

         
      (g)

    all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement and the certificates representing the Compensation Warrants and the issuance of the Offered Shares and the Compensation Warrant Shares and the completion of the transactions contemplated hereby, have been made or obtained, subject to (i) the Corporation making application to the Exchange to accept notice of the Offering and list the Offered Shares and Compensation Warrant Shares, and any conditions and exceptions specified by the Exchange as a condition of accepting such notice and listing the Offered Shares and Compensation Warrant Shares, (ii) the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Offered Shares in the United States, if applicable, and all amendments required to be filed as a result of subsequent sales of Offered Shares in the United States, if applicable, and (iii) the Corporation filing within prescribed time periods any notices required to be filed with state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act;

         
      (h)

    the currently issued and outstanding Common Shares are listed and posted for trading on the Exchange and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Corporation, threatened;

         
      (i)

    the definitive form of certificate representing the Common Shares is in proper form under the laws of the Province of Ontario and complies with the requirements of the Exchange and does not conflict with the constating documents of the Corporation;

         
      (j)

    the audited consolidated financial statements of the Corporation for the fiscal year ended September 30, 2012 and the unaudited interim consolidated financial statements of the Corporation for the three and nine month periods ended June 30, 2013 (collectively, the “ Financial Statements ”) (i) have been prepared in accordance with the requirements of the International Financial Reporting Standards (“ IFRS ”), consistently applied throughout the periods referred to therein, (ii) present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended, and (iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since the date of the Financial Statements;



    - 18 -

      (k)

    during the past three years, the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or agreed to do so or otherwise effected any return of capital with respect to such shares;

         
      (l)

    all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by each of the Corporation and the Subsidiaries have been paid; all tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading; to the knowledge of the Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Corporation or any Subsidiary;

         
      (m)

    the auditors of the Corporation who audited the consolidated financial statements of the Corporation for the fiscal year ended September 30, 2012 and who provided their audit report thereon are independent public accountants as required under Applicable Securities Laws;

         
      (n)

    there has never been a reportable disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure ) with the present or former auditors of the Corporation;

         
      (o)

    each of the Corporation and the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

         
      (p)

    each of the Corporation and the Subsidiaries has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” which the Corporation’s board of directors considers reasonable and appropriate in the Corporation’s circumstances and in accordance with the provisions of IFRS;



    - 19 -

      (q)

    the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators; each member of the audit committee is “independent” within the meaning of such instrument;

         
      (r)

    as at the Closing Date, except in respect of the Rights Plan and except for the Compensation Warrants and as set forth in Schedule “C” to this Agreement, no holder of outstanding securities of the Corporation will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Corporation and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding;

         
      (s)

    except as disclosed in the AIF and/or the MD&A, no legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of their respective property is subject that would result individually or in the aggregate in a material adverse change in the operation, business or condition of the Corporation or any Subsidiary, and to the knowledge of the Corporation, no such proceedings have been threatened against or are contemplated with respect to the Corporation, a Subsidiary or any of their respective properties;

         
      (t)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable federal, provincial, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including, but not limited to relevant exploration and exploitation permits and concessions) and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a material adverse effect on the Corporation or any of the Subsidiaries;

         
      (u)

    the Corporation is a reporting issuer under the Applicable Securities Laws in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador; the Corporation is not in default in any material respect of any requirement of the Applicable Securities Laws of the Qualifying Jurisdictions nor is included in a list of defaulting reporting issuers maintained by the Securities Commissions. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and, other than in respect of material change reports previously filed on a confidential basis and thereafter made public or material change reports previously filed on a confidential basis and in respect of which no material change ever resulted, no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed, except to the extent that the Offering constitutes a material change;

         
      (v)

    the execution and delivery of each of this Agreement and the certificates representing the Compensation Warrants and the compliance with all provisions contemplated thereunder, the offering and sale of the Offered Shares and the issuance of the Compensation Warrant Shares does not and will not:



    - 20 -

      (i)

    require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities regulatory authority or other third party, except: (i) such as have been obtained; or (ii) such as may be required under the applicable by-laws, policies, regulations and prescribed forms of the Exchange;

           
      (ii)

    result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with:

           
      (1)

    any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, directors or any committee of directors of the Corporation or any Subsidiary;

           
      (2)

    to the best of the Corporation’s knowledge, any statute, rule, regulation or law applicable to the Corporation or any Subsidiary, including, without limitation, the Applicable Securities Laws of the Qualifying Jurisdictions, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or any Subsidiary; or

           
      (3)

    any Material Agreement; and

           
      (iii)

    give rise to any lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or any Subsidiary or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any Subsidiary or any of their respective properties;


      (w)

    upon the execution and delivery thereof, each of this Agreement and the certificates representing the Compensation Warrants shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

         
      (x)

    at the Time of Closing, all necessary corporate action will have been taken by the Corporation to: (a) validly issue the Offered Shares as fully paid and non-assessable securities in the capital of the Corporation; (b) validly create, authorize and issue the Compensation Warrants; and (c) allot, reserve and authorize the issuance of the Compensation Warrant Shares, as fully paid and non-assessable securities in the capital of the Corporation upon the due exercise of the Compensation Warrants;

         
      (y)

    the authorized capital of the Corporation consists of an unlimited number of Common Shares without par value, an unlimited number of preferred shares issuable in series and an unlimited number of Series A preferred shares, of which, as of September 27, 2013, 949,860,428 Common Shares are issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued and outstanding;



    - 21 -

      (z)

    all information which has been prepared by the Corporation relating to the Corporation and its business, property and liabilities and either publicly disclosed or provided to the Underwriters, including the Disclosure Documents and all financial, marketing, sales and operational information provided to the Underwriters are, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading;

         
      (aa)

    the Corporation made available to the respective authors thereof prior to the issuance of the Technical Reports, for the purpose of preparing the Technical Reports, as applicable, all information requested, and to the knowledge of the Corporation, no such information contained any material misrepresentation as at the relevant time the relevant information was made available; the Corporation does not have any knowledge of a material adverse change in any production, cost, price, reserves or other relevant information provided since the dates that such information was so provided;

         
      (bb)

    the Technical Reports complied in all material respects with the requirements of NI 43- 101 as at the date of each such report; since the date of preparation of the Technical Reports there has been no change that would disaffirm or change any aspect of the Technical Reports in any material respect;

         
      (cc)

    the Corporation is in compliance with NI 43-101 in all material respects and has filed all technical reports required thereby;

         
      (dd)

    the mining concessions or equivalent thereof described in the Title Opinions listed on Schedule “D” attached hereto and the title opinions to be delivered at Closing in respect of the Arizona Strip Mines and the White Mesa Mill constitute all of the mining concessions comprising the Material Properties and, to the knowledge of the Corporation, the Title Opinions are correct and complete in all respects on the date hereof;

         
      (ee)

    the Corporation has, and to the knowledge of the Corporation, the directors and officers of the Corporation have in all material respects answered every question or inquiry of the Underwriters and their counsel in connection with the Underwriters’ due diligence investigations fully and truthfully;

         
      (ff)

    the Corporation intends to use the proceeds of the Offering as described in the Preliminary Prospectus;

         
      (gg)

    except as contemplated hereby (including any Selling Firm retained by the Underwriters pursuant to subsection 6(b)), there is no person acting or purporting to act at the request of the Corporation, who is entitled to any brokerage or agency fee in connection with the transactions contemplated herein;

         
      (hh)

    all disclosure filings required to be made by the Corporation pursuant to the Applicable Securities Laws have been made and such disclosure and filings were true and accurate as at the respective dates thereof and the Corporation has not filed any confidential material change reports;

         
      (ii)

    the Corporation is not aware of any legislation, or proposed legislation (published by a legislative body), which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation and the Subsidiaries, taken as a whole;



    - 22 -

      (jj)

    each of the Corporation and the Subsidiaries is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact of, or result in a material adverse change to, the Corporation and the Subsidiaries, taken as a whole;

         
      (kk)

    there has not been and there is not currently any labour disruption or conflict which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Corporation or any Subsidiary;

         
      (ll)

    except as disclosed in the AIF and/or MD&A, neither the Corporation nor any Subsidiary has any loans or other indebtedness outstanding which have been made to any of their respective shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them, other than inter-corporate loans made between the Corporation and one or more Subsidiaries, or between two Subsidiaries;

         
      (mm)

    except in relation to the: (i) public offering of convertible debentures of the Corporation completed on July 24, 2012; (ii) private placement offering of units of the Corporation completed on June 21, 2012; (iii) acquisition by the Corporation of the US mining division from Denison Mines Corp.; (iv) acquisition by the Corporation of Titan Uranium Inc.; (v) loan advances made to Titan Uranium Inc. by Pinetree Resource Partnership, none of the directors, officers or employees of the Corporation, (vi) private placement offering of units of the Corporation completed on June 13, 2013; and (vii) acquisition by the Corporation of Strathmore Minerals Corp., no known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (Ontario)), has had any material interest, direct or indirect, in any material transaction within the previous one year or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation and the Subsidiaries, taken as a whole;

         
      (nn)

    the Corporation maintains insurance covering the properties, operations, personnel and businesses of the Corporation and its Subsidiaries as the Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Corporation, its Subsidiaries and the business of the Corporation and its Subsidiaries; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;

         
      (oo)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries is in compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “ Environmental Laws ”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “ Hazardous Substances ”) except where such non-compliance would not constitute an adverse material fact in respect of the Corporation or any Subsidiary or result in a material adverse change to the Corporation or any Subsidiary;



    - 23 -

      (pp)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “ Environmental Permits ”) necessary as at the date hereof for the operation of the businesses currently carried on by the Corporation and the Subsidiaries and each Environmental Permit is valid, subsisting and in good standing and neither the Corporation nor the Subsidiaries is in material default or breach of any Environmental Permit and, to the knowledge of the Corporation, no proceeding is pending or threatened to revoke or limit any Environmental Permit;

         
      (qq)

    except as disclosed in the AIF and/or MD&A, neither the Corporation nor any Subsidiary has used, except in compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;

         
      (rr)

    except as disclosed in the AIF and/or MD&A, each of the Corporation and the Subsidiaries (including, if applicable, any predecessor companies) has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law, and neither the Corporation nor any of the Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of non-compliance short of prosecution. Except as disclosed in the AIF and/or MD&A, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or any Subsidiary, nor has the Corporation or any Subsidiary received notice of any of the same;

         
      (ss)

    except as disclosed in the AIF and/or MD&A, neither the Corporation nor any Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Corporation nor any Subsidiary has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;

         
      (tt)

    the Material Properties are the only material properties in which the Corporation or any of the Subsidiaries has an interest; the Corporation and each of the Subsidiaries holds either freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting permits or participant interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in which the Corporation or any of the Subsidiaries has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation or any of the Subsidiaries to explore for and exploit the minerals relating thereto, all leases or claims and permits relating to the Material Properties in which the Corporation or any of the Subsidiaries has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, the Corporation and each of the Subsidiaries has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Properties in which the Corporation or any of the Subsidiaries has an interest granting the Corporation or any of the Subsidiaries the right and ability to explore for and exploit minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Corporation and the Subsidiaries, as applicable, with only such exceptions as do not materially interfere with the use made by the Corporation or any of the Subsidiaries of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of the Corporation or a Subsidiary; except as disclosed in the AIF and/or MD&A, neither the Corporation nor any Subsidiary has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof;



    - 24 -

      (uu)

    the Corporation or the Subsidiaries hold direct interests in the Material Properties, as described in the AIF and/or MD&A (the “ Project Rights ”), free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no other property rights are necessary for the conduct of the business of the Corporation or any of the Subsidiaries as currently conducted; except as disclosed in the AIF and/or MD&A, the Corporation does not know of any claim or the basis for any claim that might or could adversely affect the right thereof to use, transfer or otherwise exploit such property rights, under valid, subsisting and enforceable agreements or instruments, and all such agreements and instruments in connection with the Project Rights are valid and subsisting and enforceable in accordance with their terms;

         
      (vv)

    the Corporation and each of the Subsidiaries has identified all the material permits, certificates, and approvals (collectively, the “ Permits ”) which are or will be required for the exploration, development and eventual operation of the Material Properties, which Permits include but are not limited to environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial and federal approvals; and the appropriate Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated by the Corporation or the Subsidiaries; and neither the Corporation nor any of the Subsidiaries knows of any issue or reason why the Permits should not be approved and obtained in the ordinary course;

         
      (ww)

    all assessments or other work required to be performed in relation to the material mining claims and the mining rights of the Corporation and the Subsidiaries in order to maintain their respective interests therein, if any, have been performed to date and the Corporation and each of the Subsidiaries has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that the Corporation or any of the Subsidiaries intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a material adverse effect; all such mining claims and mining rights are in good standing in all material respects as of the date of this Agreement;

         
      (xx)

    all mining operations on the properties of the Corporation and the Subsidiaries have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace laws, regulations and policies have been duly complied with;

         
      (yy)

    there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or any Subsidiary except for ongoing assessments conducted by or on behalf of the Corporation or any Subsidiary in the ordinary course;



    - 25 -

      (zz)

    neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, agent, employee or other person associated with or acting on behalf of the Corporation or any Subsidiary has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada), or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

         
      (aaa)

    none of the Corporation, any of its Subsidiaries or, to the knowledge of the Corporation, any director, officer, agent, employee or affiliate of the Corporation or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”), and the Corporation will not directly or indirectly use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

         
      (bbb)

    each of the Corporation and the Subsidiaries owns or has the right to use under license, sub-license or otherwise all material intellectual property used by the Corporation and the Subsidiaries in their respective business, including copyrights, industrial designs, trademarks, trade secrets, know-how and proprietary rights, free and clear of any and all encumbrances and, without limiting the generality of the foregoing, the Corporation and the Subsidiaries own or have the exclusive right to use all databases, geological reports, maps and drill logs identified as having been acquired by the Corporation or the Subsidiaries in the Disclosure Documents; and

         
      (ccc)

    the Transfer Agent at its principal office in the City of Toronto, is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares.

    The Corporation acknowledges that the Underwriters and each of the Purchasers are relying upon such representations and warranties.

    9.

    Covenants of the Corporation

    The Corporation hereby covenants to and with the Underwriters (on their own behalf and on behalf of the Purchasers) that:

      (a)

    the Corporation will advise the Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and any Supplementary Material have been filed and receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts;

           
      (b)

    the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:

           
      (i)

    the issuance by any Canadian Securities Regulators of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material;



    - 26 -

      (ii)

    the institution, threatening or contemplation of any proceeding for any such purposes;

         
      (iii)

    any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Common Shares) that has been issued by any Canadian Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or

         
      (iv)

    any requests made by any Canadian Securities Regulators for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible;


      (c)

    the Corporation will use its commercially reasonable efforts to maintain its status as a reporting issuer not in default in each of the Qualifying Jurisdictions in which it is a reporting issuer or the equivalent for a period of twenty-four months from the Closing Date;

         
      (d)

    the Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of twenty-four months following the Closing Date;

         
      (e)

    the Corporation will use its commercially reasonable efforts to ensure that the Compensation Warrant Shares will be conditionally approved for listing on the Exchange upon their issue;

         
      (f)

    in the event any person acting or purporting to act for the Corporation establishes a claim from the Underwriters for any brokerage or agency fee in connection with the transactions contemplated herein, the Corporation shall indemnify and hold harmless the Underwriters with respect thereto and with respect to all costs reasonably incurred in the defence thereof unless such claim is made by a selling agent appointed by the Underwriters pursuant to subsection 6(b);

         
      (g)

    without the prior written consent of Dundee on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, the Corporation agrees not to issue, agree to issue, or announce an intention to issue, or dispose of in any way, any Common Shares or any securities convertible into or exercisable for Common Shares (except in connection with the exchange, transfer, conversion or exercise of existing outstanding securities or existing commitments to issue Common Shares), until the date that is 90 days following the Closing Date;

         
      (h)

    will use the net proceeds of the Offering in the manner and subject to the qualification described in the Prospectus under the heading “Use of Proceeds”; and

         
      (i)

    the Corporation shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated herein.



    - 27 -

    10.

    Conditions to Closing

    The obligation of the Underwriters to purchase the Offered Shares on the Closing Date shall be subject to the following conditions, which conditions the Corporation covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Time of Closing and which conditions may be waived in writing in whole or in part by the Underwriters:

      (a)

    the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Offered Shares to the Underwriters or Substituted Purchasers, as applicable, prior to the Time of Closing as herein contemplated, it being understood that the Underwriters shall do all that is reasonably required to assist the Corporation to fulfil this condition, subject to (i) the Corporation making application to the Exchange to accept notice of the Offering and list the Offered Shares and Compensation Warrant Shares, and any conditions and exceptions specified by the Exchange as a condition of accepting such notice and listing the Offered Shares and Compensation Warrant Shares, (ii) the Corporation filing with the U.S. Securities and Exchange Commission a notice on Form D within 15 days after the first sale of Offered Shares in the United States, if applicable, and all amendments required to be filed as a result of subsequent sales of Offered Shares in the United States, if applicable, and

           
      (iii)

    the Corporation filing within prescribed time periods any notices required to be filed

           
     

    with state securities authorities under applicable blue sky laws in connection with any securities sold pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act;

           
      (b)

    the Corporation’s board of directors shall have authorized and approved the execution and delivery of this Agreement, the allotment, issuance and delivery of the Offered Shares, the creation and issuance of the Compensation Warrants and, upon the due exercise of the Compensation Warrants, the allotment, issuance and delivery of the Compensation Warrant Shares and all matters relating thereto;

           
      (c)

    the Underwriters shall have received opinions, dated the Closing Date, of the Corporation’s counsel, Borden Ladner Gervais LLP and local counsel in any other Canadian province or territory where the Offered Shares are sold (it being understood that such counsel may rely to the extent appropriate in the circumstance (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s auditors or a public official) with respect to the following matters (with such opinions being subject to usual and customary assumptions and qualifications, including the qualifications set out below):

           
      (i)

    as to the incorporation and subsistence of the Corporation under the laws of the Province of Ontario and as to the corporate power of the Corporation to carry out its obligations under this Agreement and to issue the Offered Shares and the Compensation Warrants;

           
      (ii)

    as to the authorized and issued capital of the Corporation;

           
      (iii)

    that the Corporation has all requisite corporate power and authority under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own or lease its properties and assets;



    - 28 -

      (iv)

    that none of the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder, or the sale or issuance of the Offered Shares and the Compensation Warrants will conflict with or result in any breach of the articles or by-laws of the Corporation;

         
      (v)

    that each of this Agreement and the certificates representing the Compensation Warrants has been duly authorized and executed and delivered by the Corporation, and constitutes a valid and legally binding obligation of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law;

         
      (vi)

    all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus and the Final Prospectus and the filing of such documents as are required under Applicable Securities Laws in each of the Qualifying Jurisdictions;

         
      (vii)

    no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority having jurisdiction is required at this time for the execution and delivery by the Corporation of this Agreement and the performance of its obligations hereunder, except for such as have been made or obtained;

         
      (viii)

    that the Offered Shares have been validly issued as fully paid and non-assessable securities in the capital of the Corporation;

         
      (ix)

    that the Compensation Warrants have been duly and validly created and issued;

         
      (x)

    that the Compensation Warrant Shares have been authorized and allotted for issuance to the Underwriters and, upon the issuance of the Compensation Warrant Shares following due exercise of the Compensation Warrants in accordance with the respective terms thereof, the Compensation Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation;

         
      (xi)

    all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed and all other legal requirements have been fulfilled under Applicable Securities Laws of the Qualifying Jurisdictions to qualify the issuance or distribution and sale of the Offered Shares to the public in each of the Qualifying Jurisdictions and the Compensation Warrants to the Underwriters and to permit the issuance, sale and delivery of such Offered Shares to the public through dealers registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration;

         
      (xii)

    subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the Final Prospectus under the heading “Eligibility for Investment” are true and correct as at the date of the Final Prospectus;



    - 29 -

      (xiii)

    that the attributes of the Common Shares conform in all material respects with the description thereof contained in the Final Prospectus;

           
      (xiv)

    that the Offering has been conditionally accepted by the Exchange; and

           
      (xv)

    as to such other matters as the Underwriters’ legal counsel may reasonably request prior to the Time of Closing;

           
      (d)

    the Underwriters shall have received favourable legal opinions by local counsel in the jurisdiction of incorporation of each Material Subsidiary, in form and substance satisfactory to the Underwriters, acting reasonably, dated the Closing Date and with respect to the following matters:

           
      (i)

    the incorporation and existence of the Material Subsidiary under the laws of its jurisdiction of incorporation;

           
      (ii)

    as to the registered ownership of the issued and outstanding shares of the Material Subsidiary; and

           
      (iii)

    that the Material Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own or lease its properties and assets;


      (e)

    if any of the Purchasers are in the United States, the Underwriters shall have received a legal opinion from Dorsey & Whitney LLP, United States counsel for the Corporation, dated as of the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, that the initial sale of the Offered Shares in the United States is not required to be registered under the U.S. Securities Act;

           
      (f)

    the Corporation will have caused a title opinion to be delivered by counsel satisfactory to the Underwriters, acting reasonably, in respect of the Arizona Strip Mines and the White Mesa Mill in form and substance satisfactory to the Underwriters and Underwriters’ counsel, acting reasonably;

           
      (g)

    the Underwriters shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President and Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder;

           
      (h)

    the Underwriters shall have received a certificate, dated the Closing Date, of the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officer or officers of the Corporation acceptable to the Underwriters, acting reasonably), to the effect that, to their knowledge, information and belief, after due enquiry and without personal liability:

           
      (i)

    the representations and warranties of the Corporation in this Agreement are true and correct in all respects as if made at and as of the Time of Closing and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all respects at or prior to the Time of Closing;



    - 30 -

      (ii)

    no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in any of the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and no proceedings, investigations or enquiries for that purpose have been instituted or are pending;

         
      (iii)

    the constating documents of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof;

         
      (iv)

    the minutes or other records of various proceedings and actions of the Corporation’s board of directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof;

         
      (v)

    since September 30, 2012, there has been no material adverse change in the business, affairs, operations, assets, liabilities or capital of the Corporation;

         
      (vi)

    none of the documents filed with applicable securities regulatory authorities since September 30, 2012 contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; and

         
      (vii)

    the number of Common Shares issued and outstanding as at the close of business on the Business Day immediately preceding the Closing Date;


      (i)

    the Corporation shall not have received any notice from the Exchange that the Offered Shares or the Compensation Warrant Shares shall not be accepted for listing on the Exchange;

         
      (j)

    contemporaneously with Closing, each of the Corporation’s directors and officers will enter into agreements on terms and conditions satisfactory to the Underwriters, acting reasonably, in which they will covenant and agree that they will not, for a period of 90 days from the Closing, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Corporation held by them, directly or indirectly, unless they first obtain the prior written consent of Dundee, on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed;

         
      (k)

    that final acceptance of the Offering by the Exchange is subject only to the fulfilment of such other conditions of the Exchange as set out in the Exchange Letter;

         
      (l)

    the Underwriters shall have received confirmation from the Corporation that the Corporation is not on the defaulting issuer’s list (or equivalent) maintained by the Securities Commissions in the Qualifying Jurisdictions;



    - 31 -

      (m)

    the Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than one Business Day prior to the Closing Date; and

         
      (n)

    the Underwriters shall not have exercised any rights of termination set forth in Section 14.

    The Corporation agrees that the conditions contained in this Section 10 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and that it will use its best efforts to cause all such conditions to be complied with. The Corporation further agrees that all representations, warranties, covenants and other terms of this Agreement shall be and shall be deemed to be conditions, and any breach or failure to comply with any of them will entitle any of the Underwriters to terminate its obligations to purchase the Offered Shares, by written notice to that effect given to the Corporation at or prior to the Time of Closing. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance of the Corporation, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by each of the Underwriters.

    The Corporation agrees that the aforesaid legal opinions and certificate to be delivered at the Time of Closing will be addressed to the Underwriters and the Underwriters’ counsel and that the Underwriters may deliver copies thereof to such persons.

    11.

    Purchase of Optioned Shares

    The Underwriters’ obligation to purchase the Optioned Shares on the Option Closing Date (in the event that the Over-Allotment Option is exercised by Dundee) shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the Option Closing Date and the performance by the Corporation of its obligations under this Agreement. The Corporation agrees to fulfill or cause to be fulfilled the following conditions:

      (a)

    the Underwriters shall have received favourable legal opinions from the Corporation’s counsel, Borden Ladner Gervais LLP, dated the Option Closing Date, in form and substance satisfactory to the Underwriters acting reasonably;

         
      (b)

    the Underwriters shall have received a letter dated as of the Option Closing Date, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, and the directors of the Corporation, from the Corporation’s auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to subparagraph 4(a)(iii) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Option Closing Date, which changes shall be acceptable to the Underwriters;

         
      (c)

    the Underwriters shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters and signed by appropriate officers of the Corporation, with respect to the constating documents of the Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement, the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request;

         
      (d)

    the Underwriters shall have received a certificate in the form set out in subparagraph 10(h) dated as of the Option Closing Date; and



    - 32 -

      (e)

    the Underwriters shall have received such other certificates, agreements, materials or documents as they may reasonably request.


    12.

    Conflict of Interest

    The Corporation acknowledges that the Underwriters and their affiliates carry on a range of businesses, including providing stockbroking, investment advisory, research, investment management and custodial services to clients and trading in financial products as agent or principal. It is possible that the Underwriters and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Corporation agrees that these divisions and entities may hold such positions and effect such transactions without regard to the Corporation’s interests under this Agreement.

    13.

    Fiduciary

    The Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offer and sale of the Offered Shares. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Underwriters have not, and the Underwriters will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Underwriters with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

    14.

    Termination of Obligations

    If at any time before the Time of Closing:

      (a)

    there shall have occurred any material adverse change (actual, intended, anticipated or threatened) or the Underwriters shall have discovered any previously undisclosed adverse material fact in relation to the Corporation, which, in the sole opinion of the Underwriters (or any of them), prevents or restricts trading in or the distribution of the Common Shares or materially adversely affects or would reasonably be expected to materially adversely affect the market price or value of the Common Shares;



    - 33 -

      (b)

    there shall have occurred any change in the applicable securities laws of any province of Canada or any inquiry, investigation or other proceeding is made by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof or any statute of the United States or any state thereof or any stock exchange in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the Exchange or any Securities Commission that involves a finding of wrong- doing which, in the sole opinion of the Underwriters (or any of them), prevents or restricts trading in or the distribution of the Common Shares or materially adversely affects or would reasonably be expected to materially adversely affect the market price or value of the Common Shares;

         
      (c)

    there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, war or act of terrorism of national or international consequence or any law or regulation which, in the sole opinion of the Underwriters (or any of them), seriously adversely affects or involves, or will seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation;

         
      (d)

    a cease trading order with respect to any securities of the Corporation is made by any Securities Commission or other competent authority by reason of the fault of the Corporation or its respective directors, officers and agents and such cease trading order has not been rescinded within 24 hours;

         
      (e)

    the Corporation is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect; or

         
      (f)

    the Corporation receives notice from the Exchange that the Offered Shares or Compensation Warrant Shares shall not be accepted for listing on the Exchange,

    the obligations of the Underwriters contained in this Agreement may be terminated by the Underwriters (or any of them) in their sole discretion.

    Any termination pursuant to the foregoing provisions shall be effected by notice in writing delivered by the Underwriters to the Corporation at its address as herein set out. Notwithstanding the giving of any notice of termination hereunder, the expenses agreed to be paid by the Corporation shall be paid by the Corporation as herein provided and the obligations of the Corporation under Sections 16, 17 and 18 shall survive.

    In the event of a termination pursuant to and in accordance with the provisions hereof and notice having been given, as aforesaid, there will be no further liability on the part of the Underwriters or the Corporation under this Agreement, except in respect of any liability which may have arisen or may thereafter arise pursuant to Sections 16, 17 and 18. The rights of the Underwriters to terminate their obligations hereunder are in addition to, and without prejudice to, any other remedies they may have.

    15.

    Closing

    Closing will be completed at the offices of Borden Ladner Gervais LLP, Scotia Plaza, 40 King Street West, Toronto, Ontario, or such other place or places as may be agreed upon by the Corporation and the


    - 34 -

    Underwriters, at the Time of Closing, provided that if the Corporation has not been able to comply with any of the conditions to Closing set forth under “Conditions to Closing” prior to the Time of Closing, the Closing Date may be extended by mutual agreement of the Corporation and the Underwriters, failing which, the respective obligations of the parties will terminate without further liability or obligation except as set out under Sections 16, 17 and 18.

    At the Time of Closing, the Corporation shall deliver to the Underwriters:

      (a)

    certificates, duly registered as the Underwriters may direct, representing the Offered Shares,

         
      (b)

    certificates, duly registered as the Underwriters may direct, representing the Compensation Warrants;

         
      (c)

    the requisite legal opinions and certificates as contemplated in Section 10;

         
      (d)

    a direction addressed to the Underwriters directing the Underwriters to pay the gross proceeds of the Offering less the Underwriting Fee and the reasonable out-of-pocket expenses of the Underwriters including the fees and disbursements of counsel to the Underwriters; and

         
      (e)

    such further documentation as may be contemplated herein,

    against payment of the purchase price for the Offered Shares by certified cheque, bank draft or wire transfer to the Corporation as contemplated herein.

    16.

    Expenses

    Whether or not the Closing occurs, the Corporation shall pay all costs and expenses of or incidental to the Offering, including, without limitation, the costs and filing fees with respect to the offering, issuance and sale of the Offered Shares, the listing of the Offered Shares and the Compensation Warrant Shares on the Exchange, the cost of printing the certificates representing the Offered Shares and Compensation Warrant Shares, the cost of registration and delivery of such certificates and the fees and expenses of the Corporation’s auditors, counsel and local counsel. The reasonable fees and disbursements of the Underwriters’ legal counsel and consultants (up to a maximum of $60,000 (excluding applicable taxes)) and the Underwriters’ reasonable out-of-pocket expenses shall be paid at Closing by the Corporation to the Underwriters upon written direction from the Underwriters as to such costs and expenses in a form acceptable to the Corporation, acting reasonably.

    17.

    Indemnity


      (a)

    The Corporation (the “ Indemnitor ”) agrees to indemnify and hold harmless the Underwriters and each of their respective affiliates, and each of their respective directors, officers, employees and agents (collectively, the “ Indemnified Parties ” and each, an “ Indemnified Party ”), to the full extent lawful, from and against all expenses, losses, claims, actions, damages and liabilities, joint or several, of any nature (including the reasonable fees and expenses of their respective counsel and other expenses, but not including any amount for lost profits) (collectively, “ Losses ”) that are incurred in investigating, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (collectively, the “ Claims ”) or to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims arise out of or are based upon, directly or indirectly, this Agreement or otherwise in connection with the matters referred to in the Letter Agreement, together with any Losses that are incurred in enforcing this indemnity.



    - 35 -

      (b)

    This indemnity shall not be available to an Indemnified Party in respect of Losses incurred where a court of competent jurisdiction in a final judgment that has become non- appealable determines that such Losses resulted solely from the fraud, gross negligence or willful misconduct of the Indemnified Party.

         
      (c)

    The Indemnitor agrees that in case any legal proceeding shall be brought against, or an investigation is commenced in respect of, the Indemnitor and/or an Indemnified Party and an Indemnified Party or its personnel are required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of the this Agreement or otherwise in connection with the matters referred to in the Letter Agreement, the Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and out-of-pocket expenses incurred by the personnel of the Indemnified Party in connection therewith) shall be paid by the Indemnitor as they occur.

         
      (d)

    The Underwriters will notify the Indemnitor promptly in writing after receiving notice of a Claim against an Underwriter or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, stating the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to an Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such Claim or results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have incurred had the Underwriter not so delayed in giving, or failed to give, the notice required hereunder.

         
      (e)

    The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing acceptable to the Underwriters. Upon the Indemnitor notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnitor, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnitor, shall keep the Indemnitor advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.

         
      (f)

    Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefore promptly after receiving notice of such Claim; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party’s behalf) or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party’s behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.



    - 36 -

      (g)

    No admission of liability and no settlement of any Claim shall be made by the Indemnitor without the prior written consent of the Indemnified Parties affected.

         
      (h)

    The Indemnitor hereby acknowledges that the Underwriters act as trustee for the other Indemnified Parties of the Indemnitor’s covenants under this indemnity and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

         
      (i)

    The indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have (including under this Agreement or otherwise in connection with the matters referred to in the Letter Agreement), shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any other Indemnified Party. The foregoing provisions shall survive any termination of this Agreement.


    18.

    Contribution

    If for any reason (other than a determination as to fraud, gross negligence or willful misconduct referred to in subparagraph 17(b)) the indemnity is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any Claim, the Indemnitor shall contribute to the Losses paid or payable by such Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the Losses paid or payable by an Indemnified Party as a result of such Claim, the amount (if any) equal to: (i) such amount paid or payable, minus (ii) the amount of the fees received by the Indemnified Party, if any, under this Agreement.

    19.

    Underwriters’ Obligations

    The Underwriters’ obligations under this Agreement shall be several and not joint, and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages (“ Relevant Proportions ”):


    - 37 -

      Dundee Securities Ltd. 70%
      Haywood Securities Inc. 15%
      Cantor Fitzgerald Canada Corporation 15%

    If any Underwriter (a “ Refusing Underwriter ”) shall not complete the purchase and sale of the Initial Offered Shares which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “ Continuing Underwriters ”) shall be entitled, at their option, to purchase all but not less than all of the Initial Offered Shares which would otherwise have been purchased by such Refusing Underwriter. If the Continuing Underwriters do not elect to purchase the balance of the Initial Offered Shares pursuant to the foregoing:

      (a)

    the Continuing Underwriters shall not be obliged to purchase any of the Initial Offered Shares that any Refusing Underwriter is obligated to purchase; and

         
      (b)

    the Corporation shall not be obliged to sell less than all of the Initial Offered Shares,

    and the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of Sections 16, 17 and 18. Nothing in this Agreement shall oblige any U.S. Affiliate (as defined in Schedule “A” attached hereto) to purchase any Offered Shares. Notwithstanding the foregoing, the Refusing Underwriters shall not be entitled to the benefit of the provisions of Sections 16, 17 and 18 following such termination.

    20.

    Notice

    Any notice or other communication to be given by delivery or by facsimile hereunder shall, in the case of notice to the Corporation, be addressed to the Corporation at the address appearing on page 1 of this Agreement, Attention: Stephen P. Antony, President and Chief Executive Officer, Fax No. (303) 974-2141, and in the case of notice to the Underwriters:

    Dundee Securities Ltd.
    1 Adelaide Street East, Suite 2000
    Toronto, Ontario M5C 2V9

    Attention:       Aaron Unger
    Fax:                  (416) 849-1380

    Haywood Securities Inc.
    200 Burrard Street, Suite700
    Vancouver, British Columbia V6C 3L6

    Attention:       Kevin Campbell
    Fax:                  (604) 697-7495

    Cantor Fitzgerald Canada Corporation
    181 University Avenue, Suite 1500
    Toronto, Ontario M5H 3M7

    Attention:          Laurence Rose
    Fax:                     (416) 350-2985


    - 38 -

    With a copy (for information purposes only and not constituting notice) to:

    Heenan Blaikie LLP
    Bay Adelaide Centre
    333 Bay Street, Suite 2900
    Toronto, Ontario M5H 2T4

    Attention:       Corey MacKinnon
    Fax:                   (416) 360-8425

    and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or one hour after being faxed and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number.

    21.

    Public Announcements

    If the Underwriters so request, the Corporation shall include a reference to the Underwriters and their role in the Offering in any press release or other public communication issued by the Corporation related to the Offering. The Corporation shall provide the Underwriters with a reasonable opportunity to review a draft of any proposed announcement and an opportunity to provide comments thereon. Provided the Offering is completed and the Underwriters are not in breach of any material provision of this Agreement, the Underwriters shall be permitted to publish, at their own expense, such advertisements or announcements relating to the services provided in respect of the Offering in such newspapers or other publications as the Underwriters considers appropriate.

    22.

    Time of the Essence

    Time shall be of the essence of this Agreement and every part hereof.

    23.

    Further Assurances

    Each of the parties hereto shall cause to be done all such acts and things or execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purposes of carrying out the provisions and intent of this Agreement.

    24.

    Assignment

    Except as contemplated herein, no party hereto may assign this Agreement or any part hereof without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement shall enure to the benefit of, and shall be binding upon, the Corporation and the Underwriters and each of their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions contained in this Agreement, this Agreement and all conditions and provisions of this Agreement being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that the covenants and indemnities of the Corporation set out under the heading “Indemnity” shall also be for the benefit of the Underwriters’ Personnel.


    - 39 -

    25.

    Counterpart Provision

    This Agreement may be executed in any number of counterparts, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document.

    26.

    Entire Agreement

    The provisions herein contained constitute the entire agreement between the parties relating to the Offering and supersede all previous communications, representations, understandings and agreements between the parties including, but not limited to, the Letter Agreement, with respect to the subject matter hereof whether verbal or written.

    27.

    Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

    28.

    Survival of Warranties, Representations, Covenants and Agreements

    All warranties, representations, covenants, indemnities and agreements of the Corporation and the Underwriters herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the purchase by Underwriters and Substituted Purchasers, as applicable, of the Offered Shares and shall continue in full force and effect for the benefit of the Underwriters, Substituted Purchasers and/or the Corporation for a period of two years from the Closing Date.

    29.

    Language

    The parties hereto confirm their express wish that this Agreement and all documents and agreements directly or indirectly relating thereto be drawn up in the English language.

    Les parties reconnaissent leur volonté express que la présente convention ainsi que tous les documents et contrats s’y rattachant directement ou indirectement soient rédigés en anglais.

    30.

    Facsimile

    The Corporation and the Underwriters shall be entitled to rely on delivery by facsimile or portable document format of an executed copy of this Agreement and acceptance by the Corporation and the Underwriters of that delivery shall be legally effective to create a valid and binding agreement between the Corporation and the Underwriters in accordance with the terms of this Agreement.

    31.

    Acceptance

    If this letter accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation, please communicate acceptance by executing where indicated below and returning a signed copy of this Agreement to the Underwriters.

    [REMAINDER OF PAGE HAS BEEN LEFT BLANK INTENTIONALLY]


    - 40 -

    Yours very truly,

    DUNDEE SECURITIES LTD.

    Per:   (signed) “David G. Anderson”                                        
              Authorized Signing Officer

    HAYWOOD SECURITIES INC.

    Per:  (signed) “Kevin Campbell”                                              
             Authorized Signing Officer

    CANTOR FITZGERALD CANADA CORPORATION

    Per: (signed) “Laurence Rose”                                                  
            Authorized Signing Officer

    The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

    ENERGY FUELS INC.

    Per: (signed) “Stephen P. Antony”                                          
            Authorized Signing Officer


    SCHEDULE “A”

    UNITED STATES OFFERS AND SALES

    As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

      (a)

    Accredited Investor ” means an accredited investor that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D;

         
      (b)

    Directed Selling Efforts ” means directed selling efforts as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication “with a general circulation in the United States”, as such phrase is defined in Rule 902(c) of Regulation S, that refers to the offering of the Offered Shares;

         
      (c)

    Foreign Issuer ” shall have the meaning ascribed thereto in Rule 902(e) Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

         
      (d)

    General Solicitation” or “General Advertising ” means “ general solicitation ” or “ general advertising ”, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in other any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

         
      (e)

    Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;

         
      (f)

    Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

         
      (g)

    SEC ” means the U.S. Securities and Exchange Commission;

         
      (h)

    Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;



    A - 2

      (i)

    United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

         
      (j)

    U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended; and

         
      (k)

    U.S. Securities Act ” means the United States Securities Act of 1933 , as amended.

    All other capitalized terms used but not defined in this Schedule “A” shall have the meaning assigned to them in the Agreement to which this Schedule is attached.

    Representations, Warranties and Covenants of the Underwriters

    Each of the Underwriters acknowledges that none of the Offered Shares and the Compensation Warrant Shares have been nor will be registered under the U.S. Securities Act or any applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act or any applicable state securities laws. Accordingly, each of the Underwriters represents, warrants and covenants to the Corporation on its own behalf and on behalf of their respective U.S. broker dealer affiliate as of the date of the Agreement and as of the Closing Date that:

    1.

    It has not offered or sold, and will not offer or sell, any of the Offered Shares except (a) outside the United States in an offshore transaction in accordance with Rule 903 of Regulation S or (b) within the United States as provided in paragraphs 2 through 17 below. Accordingly, neither the Underwriters, their respective affiliates nor any persons acting on their behalf, has made or will make (except as permitted in paragraphs 2 through 17 below) (i) any offer to sell or any solicitation of an offer to buy to any person in the United States (ii) any sale of the Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or the Underwriters, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts with respect to the Offered Shares. Terms used and not otherwise defined in this paragraph have the meanings given to them by Regulation S.

       
    2.

    It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its affiliates, any selling group members or with the prior written consent of the Corporation. It shall require each such affiliate and selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to the Underwriters as if such provisions applied to such affiliate or selling group member.

       
    3.

    All offers and sales of Offered Shares in the United States shall be made on behalf of the Underwriters by affiliates of the Underwriters that are duly registered with the U.S. Securities and Exchange Commission as broker-dealers pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or are made (unless exempted from the respective state’s broker-dealer registration requirements) and are members in good standing of the Financial Industry Regulatory Authority, Inc. (the “ U.S. Affiliates ”).

       
    4.

    Offers and sales of the Offered Shares in the United States shall not be made (i) by any form of General Solicitation or General Advertising or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.



    A - 3

    5.

    Any offer or solicitation of an offer to buy the Offered Shares that has been made or will be made in the United States was or will be made only to Accredited Investors and Qualified Institutional Buyers by the Underwriters through the U.S. Affiliates, and in transactions that are exempt from registration under the U.S. Securities Act and applicable state securities laws or regulations.

       
    6.

    The Underwriters acting through the U.S. Affiliates may offer the Offered Shares in the United States only to offerees with respect to which the Underwriters or the U.S. Affiliates have a pre- existing relationship and, immediately prior to soliciting offerees, have reasonable grounds to believe, and do believe, are Accredited Investors.

       
    7.

    At least one business day prior to the Time of Closing, the Underwriters will provide the Corporation with a list of all purchasers of the Offered Shares in the United States.

       
    8.

    The Underwriters will inform, and cause the U.S. Affiliates to inform, all purchasers of the Offered Shares in the United States that the Offered Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and are being sold to them pursuant to a transaction exempt from registration under the U.S. Securities Act or applicable state securities laws.

       
    9.

    The Underwriters agree that at the Time of Closing, each of them, together with their respective U.S. Affiliates, if applicable, will provide a certificate, substantially in the form of Annex I to this Schedule “A”, relating to the manner of the offer of the Offered Shares in the United States or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Offered Shares in the United States.

       
    10.

    Each U.S. Affiliate of the Underwriters that is purchasing the Offered Shares in the United States and is reselling the Offered Shares pursuant to Rule 144A is a Qualified Institutional Buyer.

       
    11.

    Prior to the completion of any sale of Offered Shares in the United States (i) each U.S. purchaser thereof (a “ U.S. Purchaser ”) who is not a Qualified Institutional Buyer will be required to provide to the Underwriters, or to their U.S. Affiliates selling the Offered Shares, a subscription agreement in the form attached to the U.S. Private Placement Memorandum and (ii) each U.S. Purchaser that is a Qualified Institutional Buyer will be deemed to have provided the representations, warranties and covenants of the U.S. Purchasers in the U.S. Private Placement Memorandum.

       
    12.

    Neither the Underwriters, their respective affiliates, nor any person acting on their behalf (other than the Corporation, its affiliates and any person acting on their behalf as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Securities Act in connection with the offer and sale of the Offered Shares.

       
    13.

    The Underwriters, their respective affiliates and sub-agent (if any) shall use their respective reasonable best efforts to solicit subscriptions for and to offer the Offered Shares for sale and will do so only pursuant to the terms of this Agreement and in compliance with all Applicable Securities Laws or equivalent legislation of each Offering Jurisdiction in which Purchasers are solicited in connection with the Offering.

       
    14.

    The Underwriters, their respective affiliates and sub-agent (if any) will not solicit offers to purchase or sell the Offered Shares so as to require registration thereof or filing of a prospectus, registration statement or offering memorandum or other comparable document with respect thereto under the laws of any jurisdiction.



    A - 4

    15.

    The Underwriters, their respective affiliates and sub-agent (if any) will refrain from advertising the Offering in printed media of general and regular paid circulation, radio, television, internet or any other medium directed at or accessible to the general public.

       
    16.

    The Underwriters, their respective affiliates and sub-agent (if any) will not, in connection with the Offering, make any representation or warranty with respect to the Offered Shares or the Corporation in connection with sales made other than as contemplated herein or the U.S. Private Placement Memorandum.

       
    17.

    The Underwriters have good and sufficient right and authority to enter into this Agreement and complete the transactions to be completed by them under this Agreement on the terms and conditions set forth herein.

    Representations, Warranties and Covenants of the Corporation

    The Corporation represents, warrants, covenants and agrees that as of the date of the Agreement and as of the Closing Date that:

    1.

    The Corporation is a Foreign Issuer with no Substantial U.S. Market Interest in its common shares or the Offered Shares and is not required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended.

       
    2.

    Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

       
    3.

    Except with respect to sales to Accredited Investors hereunder in reliance upon an exemption from registration under the U.S. Securities Act provided by Rule 506 of Regulation D, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any of the Offered Shares to a person in the United States; or (B) any sale of the Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation and any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States.

       
    4.

    Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make any Directed Selling Efforts, or has taken or will take any action that would cause the exclusion afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement.

       
    5.

    None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Shares in the United States, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.



    A - 5

    6.

    The Corporation has not sold, offered for sale or solicited any offer to buy, and will not, during the period beginning six months prior to the start of the offering of Offered Shares and ending six months after the completion of the offering of Offered Shares sell, offer for sale or solicit any offer to buy any of its common shares in the United States in a manner that would be integrated with and would cause the exemption from registration provided by Rule 506 of Regulation D to be unavailable with respect to offers and sales of the Offered Shares pursuant to this Schedule “A”.

       
    7.

    The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Offered Shares.

       
    8.

    None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.



    ANNEX I TO SCHEDULE “A”

    UNDERWRITERS CERTIFICATE

    In connection with the private placement in the United States of the common shares (the “ Shares ”) of Energy Fuels Inc. (the “ Corporation ”) pursuant to the Underwriting Agreement dated September 30, 2013 between the Corporation, Dundee Securities Ltd., Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (the “ Underwriting Agreement ”), the undersigned do hereby certify as follows:

      (i)

    each U.S. broker-dealer affiliate who offered or sold Shares in the United States is duly registered as a broker or dealer with the U.S. Securities and Exchange Commission (the “ SEC ”) and the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) and is a member of, and in good standing with FINRA on the date hereof;

         
      (ii)

    immediately prior to transmitting the U.S. Private Placement Memorandum to such offerees, we had reasonable grounds to believe and did believe that each offeree was a “qualified institutional buyer” as that term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or an “accredited investor” satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D (an “ Accredited Investor ”) under the U.S. Securities Act, and, on the date hereof, we continue to believe that each person in the United States purchasing Shares through us is a Qualified Institutional Buyer or an Accredited Investor, as applicable;

         
      (iii)

    no form of general solicitation or general advertising (as those terms are used in Regulation D) was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Shares in the United States;

         
      (iv)

    we did not make any directed selling efforts (as defined in Regulation S under the U.S. Securities Act) in the United States with respect to the Shares;

         
      (v)

    all offers and sales of Shares in the United States have been effected in accordance with all applicable U.S. state and federal laws governing the registration and conduct of brokers and dealers;

         
      (vi)

    each offeree was provided with a copy of the U.S. Private Placement Memorandum, including the Prospectus relating to the offering of the Shares for the offering of the Common Shares in the United States, and no other written material was used in connection with the offering of the Common Shares in the United States;

         
      (vii)

    the offering of the Shares in the United States has been conducted by us in accordance with the Underwriting Agreement including Schedule “A” thereto; and

         
      (viii)

    prior to any sale of Shares in the United States, we caused each purchaser in the United States who is not a Qualified Institutional Buyer to execute a subscription agreement in the form attached to the U.S. Private Placement Memorandum.



    Terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule “A’ thereto, unless defined herein.

    DATED this ______day of October, 2013.

    [UNDERWRITER]   [U.S. BROKER-DEALER AFFILIATE]  
           
           
    By:   By:  
    Authorized Signing Officer   Authorized Signing Officer  


    SCHEDULE “B”

    SUBSIDIARIES

    PART 1 – MATERIAL SUBSIDIARIES

    Name Jurisdiction Percentage Ownership
    (direct and indirect)
    Magnum Uranium Corp. British Columbia 100%
    Titan Uranium Inc. Canada 100%
    Uranium Power Corp. British Columbia 100%
    White Canyon Uranium Limited Australia 100%
    Energy Fuels Holdings Corp. Delaware 100%
    Magnum Minerals USA Corp. Nevada 100%
    Energy Fuels Wyoming Inc. Nevada 100%
    Energy Fuels Resources Corporation Colorado 100%
    Energy Fuels Resources (USA) Inc. Delaware 100%
    EFR White Mesa LLC Colorado 100%
    EFR Henry Mountains, LLC Colorado 100%
    EFR White Canyon Corp. Colorado 100%
    EFR Colorado Plateau, LLC Colorado 100%
    EFR Arizona Strip, LLC Colorado 100%
    Strathmore Minerals Corp. British Columbia 100%
    Strathmore Resources (US) Ltd. Nevada 100%
    Roca Honda Resources, LLC Delaware 60%
    Saratoga Gold Company Ltd. British Columbia 100%
    Wyoming Gold Mining Company Inc. Wyoming 100%

    PART 2 – NON-MATERIAL SUBSIDIARIES

    Name Jurisdiction Percentage Ownership
    (direct and indirect)
    Arizona Strip Partners LLC Delaware 100%
    Arizona Strip Resources JV, LLC Delaware 50%
    West Lisbon LLC Delaware 50%
    Colorado Plateau Partners LLC Delaware 100%
    EFR Properties LLC Colorado 100%
    IUC Reno Creek LLC Colorado 100%
    EFR Services LLC Colorado 100%
    EFR Recovery Corp. Delaware 100%
    EFR Recovery LLC Colorado 100%
    Urizon Recovery Systems LLC Delaware 50%


    SCHEDULE “C”

    LIST OF CONVERTIBLE SECURITIES

    Security Expiry Date Exercise Price Number of
    Common Shares
    Issuable
    Options 4 February 2014 $0.35 600,000
      17 July 2014 $0.35 450,000
      22 October 2014 $0.35 150,000
      21 June 2015 $0.16 12,500
      13 July 2015 $0.20 695,000
      21 July 2015 $0.17 12,500
      5 August 2015 $0.30 900,000
      18 October 2015 $0.62 75,000
      10 November 2015 $0.71 50,000
      13 April 2016 $0.51 1,540,000
      25 January 2016 $0.18 50,000
      7 March 2015 $0.39 136,000
      7 March 2016 $0.86 340,000
      7 March 2017 $0.31 4,995,000
      13 August 2017 $0.23 2,237,500
      27 August 2017 $0.23 12,225,000
      1 September 2017 $0.23 1,225,000
      17 September 2017 $0.23 100,000
      10 May 2018 $0.16 300,000
      16 July 2018 $0.18 9,807,500
      6 March 2015 $0.86 340,000
      6 March 2015 $0.31 360,000
      6 March 2015 $0.23 1,000,000
      26 September 2013 $0.41 220,500
      10 November 2013 $0.28 5,659,500
      1 February 2014 $0.88 147,000
      17 February 2015 $0.44 2,035,950
      17 February 2015 $0.37 588,000
      29 November 2015 $0.88 279,300
      23 December 2015 $0.80 1,822,800
      22 February 2022 $0.38 1,543,500
      26 October 2022 $0.15 2,352,000
    Agreement to grant options (1) To be determined To be determined 1,000,000
    Total Number of Options     53,249,550
           
    Warrants 31 March 2015 $0.65 11,500,000
      22 June 2015 $0.27 17,750,250
      15 June 2015 $0.19 23,690,395
      15 June 2015 $0.18 2,529,691
    Total Number of Warrants     55,470,336



    Security Expiry Date Exercise Price Number of
    Common Shares
    Issuable
    Common Shares issuable upon Conversion of convertible debentures of the Corporation 30 June 2017 $0.30 73,333,334

    Notes:

    (1)

    Up to 1,000,000 options to be issued with an exercise price equal to the market price on the date of issue to be granted upon satisfactory completion of certain events per an advisory agreement dated October 2012.



    SCHEDULE “D”

    TITLE OPINIONS

    1.

    Opinions dated July 23, 2012 and July 24, 2012 in respect of the Colorado Plateau Mines.

       
    2.

    Opinions dated July 24, 2012 in respect of the Daneros Mine.

       
    3.

    Opinion dated June 7, 2013 in respect of the Gas Hills Project.

       
    4.

    Opinions dated July 24, 2012 in respect of the Henry Mountains Complex.

       
    5.

    Opinion dated July 23, 2012 in respect of the Piñon Ridge Mill Site.

       
    6.

    Opinion dated June 7, 2013 in respect of the Roca Honda Project.

       
    7.

    Opinion dated July 24, 2012 in respect of the Sheep Mountain Project.

       
    8.

    Opinion dated July 24, 2012 in respect of the Sage Plain Project.




    Exhibit 99.126

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES

    Energy Fuels Announces Closing of $5 Million Bought Deal


    October 16, 2013

    Toronto, Ontario

    Energy Fuels Inc. (TSX:EFR) (the "Company") is pleased to announce that it has closed the previously announced bought deal offering (the “ Offering ”) of 31,250,000 common shares (the “ Common Shares ”) at a price of $0.16 per Common Share for aggregate gross proceeds of $5,000,000. The Offering was conducted by way of a short form prospectus dated October 9, 2013 through a syndicate of underwriters led by Dundee Securities Ltd., Cantor Fitzgerald Canada Corporation, and Haywood Securities Inc. (the “ Underwriters ”). The Underwriters have been granted an option to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 30 days after the closing date. In addition, 1,548,125 compensation warrants were issued to the Underwriters pursuant to the Offering.

    The Company intends to use the net proceeds of the Offering for continued exploration and development of the Company’s Roca Honda, Sheep Mountain, Gas Hills, Juniper Ridge and Canyon Mine mineral properties, the identification and evaluation of future potential mineral property acquisitions and for working capital and general corporate purposes.

    About Energy Fuels

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the Toronto Stock Exchange under the trading symbol “EFR”.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains certain “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Curtis H. Moore
    Investor Relations
    (303) 974-2140
    investorinfo@energyfuels.com
    www.energyfuels.com



    Exhibit 99.127

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

       

    Energy Fuels Inc. (the “ Company ”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6


    2.

    Date of Material Change:

       

    October 16, 2013


    3.

    News Release:

       

    The press release attached hereto as Schedule “A” was disseminated via Marketwire on October 16, 2013.

       
    4.

    Summary of Material Change:

       

    See the press release attached as Schedule “A.”

       
    5.

    Full Description of Material Change:

       

    The Company completed a bought deal offering (the “ Offering ”) of 31,250,000 common shares (the “ Common Shares ”) at a price of Cdn$0.16 per Common Share for aggregate gross proceeds of Cdn$5,000,000. The Offering was conducted by way of a short form prospectus dated October 9, 2013 through a syndicate of underwriters led by Dundee Securities Ltd. and including Cantor Fitzgerald Canada Corporation, and Haywood Securities Inc. (the “ Underwriters ”). The Underwriters have been granted an option to purchase up to an additional 4,687,500 Common Shares at the offering price of Cdn$0.16 per share to cover over-allotments and for market stabilization purposes, which option is exercisable in whole or in part at any time up to November 15, 2013. In addition, 1,548,125 compensation warrants were issued to the Underwriters pursuant to the Offering. Each compensation warrant entitles the holder to purchase one common share of the Company at an exercise price of Cdn$0.16 per share until October 16, 2015.

       
    5.2

    Disclosure for Restructuring Transactions

       

    Not applicable.

       
    6.

    Reliance on subsection 7.1(2) or (3) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.




    8.

    Executive Officer:

       

    The following executive officer of the Company is knowledgeable about the material change:

       

    David Frydenlund

      Senior Vice President, General Counsel & Corporate Secretary
    303-389-4130
       
    9.

    Date of Report:

       

    October 18, 2013



    Schedule “A”

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES
    Energy Fuels Announces Closing of $5 Million Bought Deal

    October 16, 2013
    Toronto, Ontario

    Energy Fuels Inc. (TSX:EFR) (the "Company") is pleased to announce that it has closed the previously announced bought deal offering (the “ Offering ”) of 31,250,000 common shares (the “ Common Shares ”) at a price of $0.16 per Common Share for aggregate gross proceeds of $5,000,000. The Offering was conducted by way of a short form prospectus dated October 9, 2013 through a syndicate of underwriters led by Dundee Securities Ltd., Cantor Fitzgerald Canada Corporation, and Haywood Securities Inc. (the “ Underwriters ”). The Underwriters have been granted an option to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 30 days after the closing date. In addition, 1,548,125 compensation warrants were issued to the Underwriters pursuant to the Offering.

    The Company intends to use the net proceeds of the Offering for continued exploration and development of the Company’s Roca Honda, Sheep Mountain, Gas Hills, Juniper Ridge and Canyon Mine mineral properties, the identification and evaluation of future potential mineral property acquisitions and for working capital and general corporate purposes.

    About Energy Fuels

    Energy Fuels is America's largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. The Company is also a significant producer of vanadium. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the Toronto Stock Exchange under the trading symbol “EFR”.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains certain “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Curtis H. Moore
    Investor Relations
    (303) 974-2140
    investorinfo@energyfuels.com
    www.energyfuels.com



    Exhibit 99.128

    ENERGY FUELS INC.
    (the “Corporation”)

    Report of Voting Results

    In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations , the Corporation hereby advises of the results of the voting on the matter submitted to the Special Meeting (the “ Meeting ”) of shareholders of the Corporation (the “ Shareholders ”) held on Wednesday October 30, 2013. At the Meeting, the Shareholders were asked to consider a certain matter outlined in the Notice of Special Meeting and Management Information Circular dated September 24, 2013 (the “ Management Information Circular ”).

    The matter voted upon at the Meeting and the result of the voting was as follows:

    SPECIAL BUSINESS OUTCOME
    OF VOTE
    VOTES BY BALLOT
    Votes For Votes
    Against
    Votes
    Withheld
    The approval of the Resolution as defined Information Circular. Share in the Consolidation Management Carried 336,725,035
    (93.41%)
    23,738,985
    (6.59%)
    -

    DATED this 30 th day of October, 2013.

    ENERGY FUELS INC.

    Per (Signed) “David C. Frydenlund”
          
    David C. Frydenlund, Corporate Secretary



    Exhibit 99.129


     
    Energy Fuels Corporate Update

    October 31, 2013

    Toronto, Ontario

    Energy Fuels Inc. (TSX:EFR) (OTCQX:EFRFF) ( “Energy Fuels” or the “ Company ) is pleased to announce that at a special meeting held on October 30, 2013, shareholders of Energy Fuels authorized an amendment to the Company’s articles to consolidate the issued and outstanding shares of the Company on the basis of one (1) post-consolidated common share for up to fifty (50) issued and outstanding common shares (the “ Consolidation ”). Of the votes cast at the Energy Fuels shareholders’ meeting, 93.4% were in favour of the Consolidation.

    At a meeting of the Board of Directors of Energy Fuels following the special meeting of shareholders, the Board of Directors determined the share consolidation ratio to be fifty (50) pre-consolidation common shares for one (1) post-consolidated common share. The Board of Directors also authorized the filing of the articles of amendment with respect to the Consolidation with an effective date of November 5, 2013. It is anticipated that the common shares of Energy Fuels will begin trading on the Toronto Stock Exchange on a post-consolidated basis on November 5, 2013.

    The Consolidation is an important step in facilitating a listing of Energy Fuels’ common shares on a recognized United States stock exchange. The Company expects to pursue such a listing in order to gain better access to US institutional and retail investors, increase trading liquidity, decrease shareholder transaction costs, decrease share price volatility, and highlight the Company’s strategic position within the United States. The Company also believes that the Consolidation will enlarge Energy Fuels’ potential investor base by positioning its common shares in the best possible manner to attract interest from a broader investor audience in the United States, Canada and other jurisdictions.

    Further details of the Consolidation are set out in Energy Fuels’ management information circular dated September 24, 2013, which is available under Energy Fuels’ profile on www.sedar.com.

    About Energy Fuels

    Energy Fuels is currently America’s largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the Toronto Stock Exchange under the trading symbol “EFR”.


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains certain “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or  “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Curtis H. Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com



    Exhibit 99.130








    Exhibit 99.131


     
    Energy Fuels Submits Listing Application to Leading U.S.-Based Stock
    Exchange and Provides Development Update

    November 5, 2013

    Toronto, Ontario

    Energy Fuels Inc. (TSX:EFR) (OTCQX:EFRFD) (“Energy Fuels” or the “Company”) is pleased to announce that today the Company submitted its application to be listed on a recognized US stock exchange. A listing on a recognized U.S. stock exchange, in conjunction with the recently implemented consolidation of the Company’s common shares, advances the Company’s strategy of making its common shares more accessible to a broader range of investors, particularly U.S. institutional and retail investors. Energy Fuels will provide regular updates on this listing process.

    In addition, as a result of the Company’s shares trading on a consolidated basis today, for a period of twenty (20) trading days, Energy Fuels’ common shares will trade on the OTCQX under the symbol “EFRFD”. The letter “D” was added to the end of the Company’s ticker symbol by the U.S. Financial Industry Regulatory Authority (“FINRA”) for the purpose of designating Energy Fuels as having recently implemented a share consolidation. After twenty trading days, the Company’s trading symbol is expected to revert back to “EFRFF”.

    Today, the Company also agreed to temporarily place shaft-sinking operations at its Canyon mine in Arizona on standby due to market conditions, and to simplify and lessen the expense of current litigation at the mine.

    The Canyon mine is a uranium project owned by the Company in northern Arizona, which is currently under development pursuant to a Plan of Operations that has been approved by the United States Forest Service (“USFS”). To date, the shaft at the Canyon mine has advanced to a depth of approximately 300 feet, out of the approximately 1,500 feet required to access the ore body. In addition, all surface development on the project has been completed, including the head-frame, the hoist, evaporation ponds, environmental monitoring facilities, and all buildings.

    Recent USFS actions and decisions regarding the mine have been challenged by several environmental groups and a local tribe (the “Plaintiffs”). The validity of the approved Plan of Operations has not been challenged by the Plaintiffs. That litigation is ongoing in front of the United States District Court for the District of Arizona (the “District Court”). Recently, the Plaintiffs appealed to the United States Circuit Court of Appeals for the Ninth Circuit (the “Court of Appeals”) the District Court’s order denying Plaintiff’s motion for a preliminary injunction and applied to the Court of Appeals for an emergency injunction pending appeal.

    Today, the parties to the litigation entered into a stipulated agreement (the “Agreement”) and filed a joint motion with the District Court for the purpose of staying the Plaintiff’s appeal of the District Court’s decision denying the preliminary injunction and the request for an emergency injunction. In return, the Company committed to temporarily place shaft-sinking operations at the Canyon mine on standby until the earlier of a District Court decision on the merits of the case, or December 31, 2014. During this period of standby, Energy Fuels will continue to conduct all non-shaft sinking operations and maintenance activities pursuant to applicable USFS regulations and the approved Plan of Operations.

    Proceedings on the merits of the case will now be able to advance in a more efficient manner, and Energy Fuels and the USFS intend to vigorously defend USFS’s actions and decisions regarding the project. After the District Court renders its decision on the merits (or after December 31, 2014), the Company will evaluate re-initiating shaft-sinking activities.


    Stephen P. Antony, President and CEO of Energy Fuels stated: “We believe today’s agreement to temporarily place shaft-sinking activities at the Canyon mine on standby is beneficial on a number of fronts. The agreement allows the Company to defer substantial capital expenditures until a later date. In addition, the agreement will reduce the cost of pursuing procedural aspects of the litigation and allow the parties to focus on the merits of the case. In the current uranium market, Energy Fuels is seeking to reduce and defer costs. In my opinion, today’s agreement accomplishes this goal without substantially affecting our overall business strategy. The Canyon mine remains an important aspect of our medium-term plans, and we will continue to work with the U.S. Forest Service to energetically defend the project’s approvals.”

    Finally, the Company has decided to change its fiscal year end from September 30 to December 31. The reason for this change is to better align the Company’s year-end with the year-ends of its major customers, certain material subsidiaries and industry peers. The Company expects to report its interim results for the quarter-ended September 30, 2013 on or before November 14, 2013, and to report its annual results for the year-ended December 31, 2013 on or before March 31, 2014. The Company’s 2013 annual results will include the period beginning on October 1, 2012 and ending on December 31, 2013.

    About Energy Fuels

    Energy Fuels is currently America’s largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the Toronto Stock Exchange under the trading symbol “EFR” and on the OTCQX under the trading symbol “EFRFD”.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains certain “Forward Looking Information” and “Forward Looking Statements” within the meaning of applicable Canadian and United States securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects, the accessibility of the Company’s shares to a broader range of investors, the timing for a decision by the District Court, and the benefits of placing the shaft-sinking activities on standby. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com, and may also include the possibility that the listing on the recognized US stock exchange is not approved. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Curtis H. Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com



    Exhibit 99.132

    ENERGY FUELS INC.

    TO: British Columbia Securities Commission
      Alberta Securities Commission
      Financial and Consumer Affairs Authority of Saskatchewan
      Manitoba Securities Commission
      Ontario Securities Commission
      Autorité des marchés financiers
      New Brunswick Securities Commission
      Nova Scotia Securities Commission
    Superintendent of Securities, Prince Edward Island   
      Securities Commission of Newfoundland and Labrador

    RE: Notice of Change in Financial Year-End Pursuant to Section 4.8 of National Instrument 51- 102 Continuous Disclosure Obligations

    Energy Fuels Inc. (the “Corporation”) hereby provides notice that:

    1.

    Change in Financial Year-End

           

    The Corporation has determined to change its financial year-end from September 30 to December 31.

           
    2.

    Reason for the Change

           

    The change is being undertaken to better align the Corporation’s year-end with the year-ends of its major customers, certain material subsidiaries and industry peers.

           
    3.

    Relevant Dates for Financial Reporting Purposes

           
    (a)

    The Corporation’s old financial year-end was September 30.

           
    (b)

    The Corporation’s new financial year-end will be December 31.

           
    4.

    The length and ending date of the periods, including the comparative periods, of the interim and annual financial statements to be filed for the Corporation’s transition year and its new financial year-end are:

           
    (a)

    in respect of the transition year:

           
    (i)

    unaudited financial statements for the 12 months ended September 30, 2013, with comparative information for the 12 months ended September 30, 2012; and

           
    (ii)

    annual audited financial statements for the 15 months ended December 31, 2013, with comparative information for the year ended September 30, 2012;




      (b)

    in respect of the new financial year:

           
      (i)

    unaudited financial statements for the 3 months ended March 31, 2014, with comparative information for the 3 months ended March 31, 2013;

           
      (ii)

    unaudited financial statements for the 6 months ended June 30, 2014, with comparative information for the 6 months ended June 30, 2013;

           
      (iii)

    unaudited financial statements for the 9 months ended September 30, 2014, with comparative information for the 9 months ended September 30, 2013; and

           
      (iv)

    annual audited financial statements for the 12 months ended December 31, 2014, with comparative information for the 15 months ended December 31, 2013.


    5.

    The filing deadlines, prescribed under Sections 4.2 and 4.4 of NI 51-102, for the interim and annual financial statements for the Corporation’s transition year are:

         
    (a)

    the filing deadline for the unaudited financial statements for the 12 months ended September 30, 2013 is November 14, 2013; and

         
    (b)

    the filing deadline for the audited financial statements for the 15 months ended December 31, 2013 is March 31, 2014.

    DATED as of this 5 th day of November, 2013.

    ENERGY FUELS INC.

    Per:     “Graham Moylan”                                   
    Name:  Graham Moylan
    Title:    Chief Financial Officer



    Exhibit 99.133

    FORM 51-102F3
    MATERIAL CHANGE REPORT

    1.

    Name and Address of Company:

    Energy Fuels Inc. (the “ Company ”)
    2 Toronto Street, Suite 500
    Toronto, Ontario
    M5C 2B6

    2.

    Date of Material Change:

       

    October 30, 2013

       
    3.

    News Release:

       

    The press release attached hereto as Schedule “A” was disseminated via Marketwire on October 31, 2013.

       
    4.

    Summary of Material Change:

       

    See the press release attached as Schedule “A.”

       
    5.

    Full Description of Material Change:

       

    At a special meeting held on October 30, 2013, the shareholders of the Company authorized an amendment to the Company’s articles to consolidate the issued and outstanding shares of the Company on the basis of one (1) post-consolidated common share for up to fifty (50) issued and outstanding common shares (the “ Consolidation ”). At a meeting of the Board of Directors of the Company following the special meeting of the shareholders, the Board of Directors determined the share consolidation ratio to be fifty (50) pre- consolidation common shares for one (1) post-consolidated common share. The Board of Directors also authorized the filing of the articles of amendment with respect to the Consolidation with an effective date of November 5, 2013. The common shares of the Company began trading on the Toronto Stock Exchange on a post-consolidated basis on November 5, 2013.

       
    5.2

    Disclosure for Restructuring Transactions

       

    Not applicable.

       
    6.

    Reliance on subsection 7.1(2) National Instrument 51-102:

       

    The report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

       
    7.

    Omitted Information:

       

    No information has been omitted from this material change report on the basis that it is confidential information.

       
    8.

    Executive Officer:

       

    The following executive officer of the Company is knowledgeable about the material change:




    David Frydenlund

       

    Senior Vice President, General Counsel & Corporate Secretary 303-389-4130

       
    9.

    Date of Report:

       

    November 8, 2013



    Schedule “A”


     
    Energy Fuels Corporate Update

    October 31, 2013

    Toronto, Ontario

    Energy Fuels Inc. (TSX:EFR) (OTCQX:EFRFF) (“Energy Fuels” or the “Company”) is pleased to announce that at a special meeting held on October 30, 2013, shareholders of Energy Fuels authorized an amendment to the Company’s articles to consolidate the issued and outstanding shares of the Company on the basis of one (1) post-consolidated common share for up to fifty (50) issued and outstanding common shares (the “ Consolidation ”). Of the votes cast at the Energy Fuels shareholders’ meeting, 93.4% were in favour of the Consolidation.

    At a meeting of the Board of Directors of Energy Fuels following the special meeting of shareholders, the Board of Directors determined the share consolidation ratio to be fifty (50) pre-consolidation common shares for one (1) post-consolidated common share. The Board of Directors also authorized the filing of the articles of amendment with respect to the Consolidation with an effective date of November 5, 2013. It is anticipated that the common shares of Energy Fuels will begin trading on the Toronto Stock Exchange on a post-consolidated basis on November 5, 2013.

    The Consolidation is an important step in facilitating a listing of Energy Fuels’ common shares on a recognized United States stock exchange. The Company expects to pursue such a listing in order to gain better access to US institutional and retail investors, increase trading liquidity, decrease shareholder transaction costs, decrease share price volatility, and highlight the Company’s strategic position within the United States. The Company also believes that the Consolidation will enlarge Energy Fuels’ potential investor base by positioning its common shares in the best possible manner to attract interest from a broader investor audience in the United States, Canada and other jurisdictions.

    Further details of the Consolidation are set out in Energy Fuels’ management information circular dated September 24, 2013, which is available under Energy Fuels’ profile on www.sedar.com.

    About Energy Fuels

    Energy Fuels is currently America’s largest conventional uranium producer, supplying approximately 25% of the uranium produced in the U.S. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the Toronto Stock Exchange under the trading symbol “EFR”.


    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains certain “Forward Looking Information” within the meaning of applicable Canadian securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.
    Curtis H. Moore
    Investor Relations
    (303) 974-2140 or Toll free: 1-888-864-2125
    investorinfo@energyfuels.com
    www.energyfuels.com



    Exhibit 99.134

    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    INTRODUCTION

    This Management’s Discussion and Analysis (“MD&A”) of Energy Fuels Inc. and its subsidiary companies (collectively, “Energy Fuels” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of November 14, 2013 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and related notes for the three and twelve months ended September 30, 2013, the annual audited financial statements for the year-ended September 30, 2012.

    On November 5, 2013, the Company announced the change in its fiscal year end from September 30 to December 31, effective as of December 31, 2013. Accordingly, for the 2013 fiscal reporting year, the Company will report audited consolidated financial statements for the 15 month period ending December 31, 2013, with comparative figures for the twelve month period ended September 30, 2012. The financial statements for the twelve months ended September 30, 2013 are unaudited. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

    Other continuous disclosure documents, including the Company’s press releases, quarterly and annual reports, technical reports, and Annual Information Form are available through its filings with the securities regulatory authorities in Canada at www.sedar.com and on the Company’s website at www.energyfuels.com.

    In this discussion, the terms “Company”, “we”, “us”, and “our” refer to Energy Fuels and, as applicable, the Company’s wholly-owned subsidiaries: Energy Fuels Holdings Corp. (“EFHC”), White Canyon Uranium Limited (“White Canyon”), Magnum Uranium Corp. (“Magnum”), Titan Uranium Inc. (“Titan”), Strathmore Minerals Corp. (“Strathmore”) and their respective subsidiaries.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    Certain information contained in this MD&A constitutes “forward-looking information" and “forward-looking statements”, under applicable securities laws concerning the business, operations, financial performance and condition of Energy Fuels.

    Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "does not expect", "is expected", “is likely”, "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “have the potential to”.

    Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Energy Fuels to be materially different from those expressed or implied by such forward-looking statements. Energy Fuels believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct, and such forward-looking information included in this MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the estimates of Energy Fuels’ mineral reserves and mineral resources; estimates regarding Energy Fuels’ uranium and vanadium production levels and sales volumes; success of the Company’s mining and/or milling operations; success of the Company’s permitting efforts; the availability of alternate feed materials for processing; capital expenditure programs, estimated production costs, exploration and development expenditures and reclamation costs; expectations of market prices and costs; supply and demand for uranium and vanadium; global growth in and/or attitudes towards nuclear energy; possible impacts of litigation and regulatory actions on Energy Fuels; exploration, development and expansion plans and objectives; Energy Fuels’ expectations regarding raising capital and adding to its mineral reserves and resources through acquisitions and development; and receipt of regulatory approvals, permits and licenses and treatment under governmental regulatory regimes.

    There can be no assurance that such statements will prove to be accurate, as Energy Fuels’ actual results and future events could differ materially from those anticipated in this forward-looking information as a result of those factors discussed in or referred to under the heading "Risk Factors" in Energy Fuels’ MD&A for the year ended September 30, 2012, dated December 20, 2012, and in Energy Fuels’ Annual Information Form dated December 20, 2012 available at www.sedar.com, as well as the following: global financial conditions, the market price of Energy Fuels’ securities, volatility in market prices for uranium and vanadium; ability to access capital, changes in foreign currency exchange rates and interest rates; liabilities inherent in mining operations; risks associated with the availability and/or fluctuations in the costs of raw materials and consumables used in the Company’s production process; uncertainties associated with estimating mineral reserves, mineral resources and production; uncertainty as to reclamation and decommissioning liabilities; unanticipated changes in collateral requirements for surety bonds; failure to obtain industry partner and other third party consents and approvals, when required; delays in obtaining permits and licenses for development properties; competition for, among other things, capital, acquisitions of mineral reserves, undeveloped lands and skilled personnel; public resistance to the expansion of nuclear energy and uranium mining; uranium industry competition and international trade restrictions; incorrect assessments of the value of acquisitions; geological, technical and processing problems; the ability of Energy Fuels to meet its obligations to its creditors; actions taken by regulatory authorities with respect to mining activities; the potential influence of or reliance upon its business partners and joint venturers, and the adequacy of insurance coverage.

    - 1 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral reserves" or "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. Energy Fuels does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A to conform such information to actual results or to changes in Energy Fuels’ expectations, except as otherwise required by applicable legislation.

    Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This MD&A may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that, while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

    SHARE CONSOLIDATION

    Effective November 5, 2013, the Company completed a consolidation of its common shares on the basis of 50 pre-consolidation common shares for each post-consolidation common share (See Results of Operations – Share Consolidation and Pursuit of Listing on Major US Exchange). All share amounts in this MD&A are shown on a pre-consolidation basis, followed by the post consolidation amount in parentheses. All per share amounts are shown on a post-consolidation basis.

    SUMMARY OF QUARTERLY RESULTS

    Results for the eight most recent quarters ending with the quarter ended September 30, 2013 are:

        Sept 30     June 30     Mar 31 *     Dec 31 *  
        2013     2013     2013     2012  
    $000, except per share data $     $     $     $    
    Total revenues   24,504     4,954     34,087     8,927  
    Net Income (loss)   (70,472 )   (5,532 )   (5,903 )   (2,043 )
    Basic & diluted net income (loss) per share (1)   (4.30 )   (1.27 )   (0.42 )   (0.15 )

        Sept 30 *     June 30 *     Mar 31     Dec 31  
        2012     2012     2012     2011  
    $000, except per share data $     $     $     $    
    Total revenues   25,028     -     -     -  
    Net Income (loss)   (19,160 )   23,697     (2,414 )   (589 )
    Basic & diluted net income (loss) per share (1)   (1.41 )   5.42     (0.87 )   (0.24 )

    * Adjusted as a result of the finalization of the purchase allocation of Denison Mines Holdings Corp. (“DMHC”) in June 2013.
    (1)

    Subsequent to September 30, 2013, the Company’s shareholders approved a share consolidation on the basis of 50 pre- consolidation common shares for each one post-consolidation common share. Accordingly, the calculation of basic and diluted earnings per share reflect share amounts subsequent to the share consolidation.

    - 2 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    RESULTS OF OPERATIONS

    General

    The Company recorded a net loss of $70.47 million or $4.30 per share for the three months ended September 30, 2013, compared to a net loss of $19.16 million or $1.41 per share for the same period in 2012. The Company recorded an impairment loss of $61.55 million in the three months ended September 30, 2013 and recorded an impairment loss of $12.06 million in the same period in 2012.

    For the 12 months ended September 30, 2013, the Company recorded a net loss of $83.95 million, which included an impairment loss of $61.55 million or $5.76 per share, compared to net income of $1.53 million or $0.13 per share for the same period in 2012, which included a $40.63 million gain on the bargain purchase associated with the June 2012 acquisition of Denison Mines Corp.’s (“Denison’s”) mining assets and operations located in the United States (the “Denison US Mining Division”) partially offset by a $24.02 million impairment related to property, plant and equipment.

    Revenues

    Revenues for the three months ended September 30, 2013 totaled $24.50 million (September 30, 2012 – $25.03 million), which included the sale of 256,667 pounds of U 3 O 8 pursuant to term contracts at an average price of $55.83 per pound, the sale of 200,000 pounds of U 3 O 8 to an existing term contract customer at a price of $40.25 per pound, the sale of 156,447 pounds of V 2 O 5 at an average price of $5.53 per pound, the sale of 105,232 pounds of ferro vanadium at an average price of $11.40 per pound and $0.06 million from other services. The 200,000 pound sale of U 3 O 8 to an existing term contract customer was completed at a premium to the spot market price at the time, as the Company provided a discount on portions of its long-term contract deliveries in the years 2015 through 2017 to this customer.

    Revenues for the 12 months ended September 30, 2013 totaled $72.47 million (September 30, 2012 – $25.03 million), which included the sale of 956,668 pounds of U 3 O 8 pursuant to term contracts at an average price of $56.47 per pound, the sale of 40,000 pounds of U 3 O 8 on the spot market at an average price of $41.50, the sale of 200,000 pounds of U 3 O 8 to an existing term contract customer at an average price of $40.25per pound, the sale of 1,321,116 pounds of V 2 O 5 at an average price of $5.50 per pound, the sale of 105,232 pounds of ferro vanadium at an average price of $11.40 per pound and $0.30 million from other services. The Company’s revenues are largely based on delivery schedules for long-term contracts which can vary from quarter to quarter. The 200,000 pound sale of U 3 O 8 to an existing term contract customer was completed at a premium to the spot market price at the time, as the Company provided a discount on portions of its long-term contract deliveries in the years 2015 through 2017 to this customer.

    Operating Expenses

    Milling and Mining Expenses

    During the three months ended September 30, 2013, the Company processed only alternate feed materials, which totaled 180,000 pounds of U 3 O 8 . There was no production of V 2 O 5 . For the 12 months ended September 30, 2013, uranium production totaled 1,210,000 pounds of U 3 O 8 , including 345,000 pounds from alternate feed materials, and vanadium production totaled 1,537,000 pounds of V 2 O 5 .

    Cost of goods sold for the three months ended September 30, 2013 totaled $21.88 million, which consisted of $18.19 million of mining and milling production costs, $3.09 million of depreciation and amortization and impairment of inventories of $0.60 million. Cost of goods sold for the 12 months ended September 30, 2013 totaled $66.17 million, which consisted of $55.92 million of mining and milling production costs, $7.69 million of depreciation and amortization and impairment of inventories of $2.56 million.

    - 3 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Mineral Property Exploration, Evaluation and Development

    Energy Fuels is also engaged in uranium exploration and development on its properties in the U.S. Exploration, evaluation, permitting and development expenditures totaled $3.63 million for the three months ended September 30, 2013 and $18.08 million for the 12 months ended September 30, 2013, compared with $5.46 million and $7.08 million for the three and 12 months ended September 30, 2012, respectively. The majority of the development expenditures for the period ended September 30, 2013 were for development activities at the Canyon and Pinenut mines in Arizona, and the evaluation and permitting expenditures were primarily for the Sheep Mountain project in Wyoming.

    Selling, General and Administrative

    Selling, general and administrative expenses totaled $8.19 million for the three months ended September 30, 2013, and $20.91 million for the 12 months ended September 30, 2013, compared to $7.13 million and $11.44 million for the three and 12 months ended September 30, 2012, respectively. The increases in selling, general and administrative expenses were primarily due to the June 29, 2012 acquisition of the Denison US Mining Division, recognition of termination costs of certain Strathmore employees, and the additional costs related to the uranium sales contract amortization expense. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock option expense and other overhead expenditures. Selling expenses for the three months and 12 months ended September 30, 2013 totaled $0.09 million and $1.24 million, respectively. Amortization of the intangible asset recorded for the U 3 O 8 sales contract values in excess of spot price at the June 29, 2012 acquisition date of the Denison US Mining Division totaled $2.12 million and $6.14 million, respectively. Included in the amortization expense of the intangible asset for the three months and 12 months ended September 30, 2013, was a $0.82 million expense related to the 200,000 pound sale of U 3 O 8 to an existing term contract customer. This sale was completed at a premium to the spot market price at the time, as the Company provided a discount on portions of its future long-term contract deliveries in the years 2015 through 2017 to this customer.

    Care and Maintenance Expenses

    The Company’s Beaver, Pandora and Daneros mines were placed on care and maintenance in the first quarter of FY-2013 as a result of current market conditions and because the Company is able to fulfill its short-term contractual uranium delivery requirements utilizing its existing uranium concentrate inventories, and production from its existing stockpiles of ore, producing mines in Arizona and alternate feed materials. Costs related to the care and maintenance of these and other standby mines, totaled $0.90 million and $4.57 million for the three and 12 months ended September 30, 2013, respectively.

    Other Income and Expenses

    Finance expense totaled $1.75 million for the three months ended September 30, 2013 and $2.33 million for the 12 months ended September 30, 2013 and consists of interest expense incurred on the convertible debentures of $0.47 million and $1.92 million, accretion expense related to the decommissioning liability of $0.09 million and $0.33 million, a change in the mark-to-market values of convertible debentures and marketable securities of $1.30 million and $0.85 million, partially offset by interest income of $0.10 million and $0.56 million and a gain on foreign exchange of nil and $0.21 million, respectively.

    Finance expense totaled $0.17 million for the three months ended September 30, 2012 and $1.87 million for the 12 months ended September 30, 2012 and consists of interest expense incurred on the convertible debentures of $0.38 million and $0.46 million, accretion expense related to the decommissioning liability of $0.11 million and $0.11 million, a change in the mark-to-market values of marketable securities of $0.30 million and $1.79 million and a loss on foreign exchange of $0.14 million and $0.30 million, partially offset by interest income of $0.17 million and $0.18 million, and a change in value of convertible debentures of $0.60 million and $0.60 million, respectively.

    Impairment of property, plant and equipment

    During the period ended September 30, 2013, as a result of the drop in the U 3 O 8 spot price from July 1, 2013 through September 30, 2013 and a 10% drop in the long-term price in September 2013 as well as the Company’s expectation to place the Pinenut mine on stand-by in July 2014, the Company tested its plant, property and equipment for impairment. The Company estimated the fair value of its mill and mines using discounted cash-flow analysis that utilized forecasts of estimated U 3 O 8 prices and determined that the fair value less costs to sell the mill, mineral properties and other property, plant and equipment, except those acquired from Strathmore and the Company’s Sheep Mountain project in Wyoming, were in-excess of their aggregate carrying values. Accordingly, the Company recognized an impairment loss of $60.26 million.

    - 4 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Acquisition of Strathmore Minerals

    On August 30, 2013, Energy Fuels acquired, by way of a plan of arrangement (the “Arrangement”), all of the issued and outstanding shares of Strathmore Minerals Corp. ("Strathmore"). Under the Arrangement, Strathmore shareholders received 1.47 common shares (0.0294 on a post-consolidation basis) of Energy Fuels for each common share of Strathmore held. In total, Energy Fuels issued 183,269,744 common shares (3,665,395 on a post-consolidation basis) plus 3,151,194 EFI common shares (63,024 on a post-consolidation basis) for replacement of Strathmore’s restricted share units under the Arrangement. Haywood Securities Inc. and Dundee Securities Ltd. acted as joint financial advisors to Energy Fuels and its board of directors, and Haywood Securities Inc. has provided an opinion that, as of the date of the Arrangement Agreement and subject to certain assumptions, limitations and qualifications set out in the opinion, the exchange ratio offered by Energy Fuels to shareholders of Strathmore pursuant to the Transaction was fair, from a financial point of view to Energy Fuels.

    Effective as of the closing of the Transaction, Energy Fuels increased the size of its board of directors to eleven (11) directors. Steven Khan, the former President and a Director of Strathmore, and Eun Ho Cheong, the Vice President Overseas Resources Project Development for Korea Electric Power Corporation (“KEPCO”) were appointed as directors.

    The Transaction enabled Energy Fuels to acquire the following key projects: a 60% interest in the Roca Honda Project (which is held in a joint venture with affiliates of Sumitomo Corporation of Japan); the Gas Hills Project in central Wyoming, the Juniper Ridge uranium project, located in south central Wyoming; and, the Copper King gold/copper project located in southeast Wyoming.

    The Company acquired a subsidiary of Strathmore (Roca Honda Resources LLC through Strathmore Resources (US) Ltd.) which holds a 60% interest in the Roca Honda Project (which is held in a joint venture with affiliates of Sumitomo Corporation of Japan). The Roca Honda Project is one of the largest and highest grade uranium development projects in the United States. An NI 43-101 Preliminary Economic Analysis (“PEA”) was prepared by Roscoe Postle Associates for the Roca Honda Project in August 2012, which can be found on SEDAR. The report estimates that the project contains 2.08 million tons of measured and indicated mineral resources with an average grade of 0.404% U 3 O 8 containing 16.8 million lbs. of U 3 O 8 . In addition, the report estimates that the project contains another 1.45 million tons of inferred mineral resources with an average grade of 0.411% U 3 O 8 containing 11.9 million lbs. of U 3 O 8 . The PEA also shows attractive project economics including a nine year mine life, estimated operating costs of $24/lb. and annual production of 2.6 million lbs. of U 3 O 8 per year. The Company believes that significant synergies could be achieved by trucking resources from Roca Honda to the Company’s White Mesa mill near Blanding, Utah, rather than constructing a new mill in New Mexico.

    Strathmore had previously been permitting and developing the Gas Hills Project in a strategic venture with KEPCO. The Company believes that synergies can be achieved by combining aspects of the Gas Hills Project with the Company’s Sheep Mountain Project, located only 28 miles away. An NI 43-101 Technical Report for the Gas Hills Project was prepared by Chlumsky, Armbrust & Meyer LLC in March 2013. The report estimates that the project contains 2.3 million tons of indicated mineral resources with an average grade of 0.13% U 3 O 8 containing 5.4 million lbs. of U 3 O 8 . In addition the report estimates that the project contains another 3.9 million tons of inferred mineral resources with an average grade of 0.07% U 3 O 8 containing 5.5 million lbs. of U 3 O 8 .

    The Company is evaluating developing the Juniper Ridge project as a stand-alone uranium project or part of a regional uranium project with the Sheep Mountain and/or Gas Hills projects. An NI 43-101 Technical Report for the Juniper Ridge Project was prepared by BRS Engineering Inc. in February 2012. The report estimates that the project contains 4.1 million tons of indicated mineral resources with an average grade of 0.063% U 3 O 8 containing 5.2 million lbs. of U 3 O 8 .

    The Company is evaluating the sale or joint venture of its non-core Copper King gold/copper project. An NI 43-101 Technical Report on the Copper King project was prepared by Mine Development Associates in August 2012. The report estimates that the project contains 59.75 million tons of measured and indicated mineral resources with average grades of 0.015 oz/ton Au and 0.187% Cu containing 926,000 oz. of Au and 223 million lbs. of Cu. The report also estimates that the project contains 15.62 million tons of inferred mineral resources with average grades of 0.011 oz/ton Au and 0.20% Cu containing 174.000 oz of Au and 62.53 million lbs. Cu.

    - 5 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Completion of Cdn$6.6 Million Bought Deal Private Placement

    On June 13, 2013, the Company announced the completion of a Cdn$6.6 million bought deal private placement of units of the Company (“Units”) pursuant to an underwriting agreement with Dundee Securities Ltd., Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation. A total of 47,380,791 Units (947,616 on a post-consolidation basis) were issued at a price of Cdn$0.14 per Unit (Cdn$7.00 on a post-consolidation basis) for total gross proceeds of Cdn$6.6 million. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one common share of the Company at a price of Cdn$0.19 (Cdn$9.50 on a post-consolidation basis) at any time until June 15, 2015.

    Share Consolidation and Pursuit of Listing on Major US Exchange

    In order to facilitate a listing of the Company’s common shares on a recognized US stock exchange, the Company completed a consolidation of its common shares on the basis of 50 pre-consolidation shares for each post-consolidation share. Approval of the consolidation was provided by the shareholders of the Company at a special meeting of shareholders held on October 30, 2013 The common shares of Energy Fuels began trading on the Toronto Stock Exchange on a post-consolidated basis on November 5, 2015.

    On November 5, 2013, the Company submitted an application to list its common shares on a recognized US stock exchange. The Company believes that such a listing will provide better access to US institutional and retail investors, increased trading liquidity in terms of value traded, decreased shareholder transaction costs, decreased share price volatility, and highlight the Company’s strategic position within the United States.

    Completion of Cdn$5.0 million Bought Deal

    On October 16, 2013, Energy Fuels completed a bought deal public offering (“Offering”) of 31,250,000 common shares (625,000 on a post-consolidation basis) at a price of Cdn$0.16 per share (Cdn$8.00 on a post-consolidation basis) for aggregate gross proceeds of $5.0 million. The Offering was conducted by way of a short form prospectus dated October 9, 2013 through a syndicate of underwriters led by Dundee Securities Ltd., Cantor Fitzgerald Canada Corporation and Haywood Securities Inc. (the “Underwriters”). The Underwriters were granted the option to purchase up to an additional 15% of the Offering, exerciseable in whole or in part at any time up to 30 days after the closing date. In addition, 1,548,125 compensation warrants (30,963 on a post-consolidation basis) were issued to the Underwriters. The Company intends to utilize the net proceeds of the Offering for continued exploration and development of the Company’s Roca Honda, Sheep Mountain, Gas Hills and Juniper Ridge mineral properties, the identification and evaluation of future potential mineral property acquisitions and for working capital and general corporate purposes.

    Change of Fiscal Year End

    The Company changed its fiscal year end from September 30 to December 31, to better align the Company’s year-end with the year-ends of its major uranium customers, certain material subsidiaries and industry peers. The Company expects to report its annual audited results for the 15 month period ended December 31, 2013 on or before March 31, 2014. The Company’s annual 2013 results will include the period beginning on October 1, 2012 and ending on December 31, 2013.

    Decision to Place Shaft Sinking Activities on Standby at the Canyon Mine

    On November 4, 2013, the Company placed shaft sinking activities on standby at the Canyon mine, due to market conditions, and to simplify and lessen the expense of current litigation at the mine. As a result of this decision, the Company agreed to maintain such activities on standby until the earlier of a decision by the Arizona District Court on the merits of the current litigation at the Canyon mine or December 31, 2014. See “Contingencies – Legal Matters”, below.

    - 6 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Outlook for the three months ended December 31, 2013 and the Fiscal Year Ended December 31, 2014 (“FY-2014”)

    General

    Since July 1, 2013, the spot price of uranium has dropped from $39.65 per lb. to its current price of $35.35 per lb., and the long term price has dropped from $57.00 per lb. to $50.00 per pound. Energy Fuels believes that the current price of U 3 O 8 is below the average economic cost to produce U 3 O 8 from currently operating uranium mines around the world, and is clearly well below the average economic cost to develop and produce from new uranium mines which will be required to fuel the projected growth in nuclear power plants globally. This drop in uranium prices has adversely impacted uranium production and development plans globally. As a result, Energy Fuels expects a very meaningful increase in the spot price in the future as medium- to long-term demand fundamentals remain strong, while the supply required to fulfill this demand is generally constrained in the current uranium price environment.

    Energy Fuels has U 3 O 8 term supply contracts in place with average realized sales prices projected to be $58.42 per pound U 3 O 8 in FY-2014. This represents a 65% premium to the current spot price of $35.35 per pound. In addition, as of September 30, 2013, Energy Fuels holds 426,000 pounds of U 3 O 8 in its inventory. The Company is also able to purchase U 3 O 8 in the spot market for sale into one of these contracts, which, along with Energy Fuels’ significant U 3 O 8 inventories, provides the Company with operational flexibility with respect to how it can meet its contract delivery requirements. The Company intends to make spot purchases for delivery under that contract, which will enable the Company to reduce its required near-term U 3 O 8 production. This will allow the Company to place its Pinenut mine on stand-by in July 2014 and to discontinue current U 3 O 8 production at the White Mesa Mill beginning in August 2014 until the latter half of 2015, at which time the Mill is expected to re-commence processing alternate feed materials.

    This strategy of replacing produced U 3 O 8 with purchased U 3 O 8 for deliveries under this particular contract creates value for Energy Fuels by positioning the Company to purchase U 3 O 8 at prices lower than its production cost. This strategy will also extend the life of mine plan at the Pinenut mine into the future by preserving its U 3 O 8 resources, reduce operational risk associated with production operations and enable the Company to implement significant cost cutting measures.

    At the same time, Energy Fuels will continue to position itself to realize the economic benefits of anticipated improvements in the price of U 3 O 8 , through select development and permitting expenditures and care and maintenance activities. Energy Fuels has a number of projects with large U 3 O 8 resources including the Henry Mountains complex and the Roca Honda uranium project which, in a higher U 3 O 8 price environment, have the potential to provide large, base-load quantities of resource that could enable the White Mesa Mill to produce U 3 O 8 with greater operating efficiency. In addition, the Company has extensive U 3 O 8 resources in Wyoming for which it is evaluating a co-development strategy that it hopes will result in a second large, stand-alone production center. The Company intends to continue permitting activities on all of these projects.

    The Company intends to closely monitor U 3 O 8 prices and may change operating plans under actual or expected market conditions, as necessary. Accordingly, the outlook provided herein may differ materially from actual results.

    Sales

    The Company does not have any uranium deliveries scheduled during the three months ended December 31, 2013, and therefore does not expect any sales during the quarter.

    The Company forecasts FY-2014 sales to be approximately 800,000 pounds of U 3 O 8 all of which will be sold into existing long-term contracts and of which 300,000 pounds is expected to be purchased in the spot market as opposed to being produced at the White Mesa Mill. Energy Fuels expects to earn an average realized price of $58.42 per pound of U 3 O 8 during FY-2014. This average realized price per pound is not subject to any decrease resulting from declines in future U 3 O 8 spot and/or term prices as a result of minimum floor prices within the Company's contract portfolio. Also, one contract has no ceiling price. The other two contracts have certain ceiling prices which begin to take effect if either the spot or long-term prices exceed $90.00 per pound for one of the contracts, and if the long term price exceeds $120.00 per pound for the other contract. This would allow the Company to capture a significant portion of any significant improvements in price over the remaining terms of these contracts.

    Production

    The Company expects to produce approximately 100,000 pounds of U 3 O 8 during the three months ended December 31, 2013 from alternate feed sources.

    - 7 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    The Company expects to produce approximately 400,000 to 500,000 pounds of U 3 O 8 during FY-2014 from both conventional ore (250,000 to 350,000 pounds) and alternate feed sources (approximately 150,000 pounds). Conventional ore processing is expected to resume in the second quarter of FY-2014 to process ore mined through the middle of FY-2014 from the Arizona 1 and Pinenut mines.

    Mining at the Arizona 1 and Pinenut mines is expected to continue during the three months ended December 31, 2013. Subject to the results of additional underground drilling, mining at the Arizona 1 mine is expected to cease in early FY-2014 due to the depletion of its known resources. Mining at the Pinenut mine is expected to continue into the middle of FY-2014, at which point the mine is expected to be placed on care and maintenance. Re-starting mining activities at Pinenut would be evaluated in the context of business and market conditions, including the U 3 O 8 price environment.

    Development Activities

    During the three months ended December 31, 2013 the Company expects permitting activities to total approximately $0.6 million, primarily at the Sheep Mountain, Roca Honda and Henry Mountains projects. During FY-2014, the Company expects permitting activities to total approximately $1.3 million, primarily at the Sheep Mountain, Roca Honda and Henry Mountains projects.

    LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents were $12.40 million at September 30, 2013 compared with $13.66 million at September 30, 2012. The decrease of $1.26 million was due to cash provided by operations of $7.03 million, cash used in investing activities of $12.26 million, and cash provided in financing activities of $4.13 million. As at September 30, 2013, the Company’s working capital is $32.50 million compared with $41.93 million at September 30, 2012.

    The Company`s revenues can vary significantly on a quarterly basis as a result of the timing of deliveries pursuant to its uranium term supply contracts. During the quarter ended September 30, 2013, the Company sold 456,667 pounds of U 3 O 8 , of which 256,667 pounds were sales pursuant to term supply contracts. In addition, the Company uses significantly more cash when the White Mesa Mill is processing conventional ore. During the three months ended September 30, 2013 the Company did not process any conventional ore. During the 12 months ended September 30, 2013 the Company produced 865,000 pounds of U 3 O 8 from conventional ore. The Company will primarily manage its liquidity by appropriately managing uranium concentrate inventories and conventional ore processing schedules in the following manner: (1) to provide the Company access to sufficient uranium concentrates required for deliveries pursuant to its term supply contracts, and (2) to generate sufficient cash from concentrate sales in a timely fashion such that it has sufficient cash on-hand for the higher expenditures required when conventional ore is processed at the White Mesa Mill.

    Uranium concentrate inventory was 426,000 pounds U 3 O 8 at September 30, 2013. Based on spot market prices at September 30, 2013, this inventory has a value of $14.9 million (although the Company has no intention of selling such uranium concentrates on the spot market). At September 30, 2013, a total of 7,300 tons of conventional ore was stockpiled at the mill containing approximately 73,000 pounds of U 3 O 8 . The Company also had approximately 189,000 pounds of U 3 O 8 contained in alternate feed material stockpiled at the mill at September 30, 2013.

    Net cash provided by operating activities during the three months ended September 30, 2013 totaled $5.05 million, and was comprised of the net loss for the period of $70.47 million, adjusted for non-cash items, and a decrease in non-cash working capital.

    - 8 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Net cash used in investing activities during the three months ended September 30, 2013 totaled $0.63 million, and was comprised of expenditures for property, plant and equipment of $3.22 million including the start of the commercial operation of the Pinenut mine in July, exploration and evaluation activities of $0.87 million primarily on the Canyon and Sheep Mountain projects, partially offset by receipt of cash from the Strathmore acquisition, and $1.75 million of surety collateral that was returned to the Company.

    Net cash provided by financing activities during the three months ended September 30, 2013 was nil.

    Contingencies

    Legal matters

    One of the Company’s subsidiaries, Energy Fuels Resources (USA) Inc. (“EFRI”), entered into a fixed price construction contract with KGL Associates, Inc. (“KGL”) in 2009 relating to the construction of tailings cell 4B at the Company’s White Mesa Mill. The performance by KGL of its obligations under this contract is under dispute. In the dispute: (a) EFRI seeks approximately $3.25 million in damages from KGL, including project completion costs as well as indemnity and reimbursement from KGL for monies paid by EFRI to KGL subcontractors or suppliers unpaid when KGL abandoned the project; (b) KGL seeks payment of approximately $1.65 million for alleged project labor and/or equipment inefficiencies allegedly caused by EFRI and foregone profits and to enforce its lien against the Mill property; and (c) both parties seek pre-judgment interest, attorney fees and costs. The parties have agreed to settle this matter in binding arbitration, which is currently underway. Under the Arrangement Agreement dated May 23, 2012 between the Company and Denison Mines Corp., which was entered into in connection with the acquisition by the Company of the Denison US Mining Division in June 2012, Denison has agreed to fully indemnify the Company in connection with this litigation and will receive any proceeds from arbitration.

    On April 25, 2013, the Colorado Department of Public Health and Environment (“CDPHE”) re-issued the radioactive materials license (the “License”) to the Company for the proposed Piñon Ridge Mill. On May 24, 2013, Sheep Mountain Alliance (“SMA”) and Rocky Mountain Wild “RMW”), two non-government organizations, filed a suit in Denver District Court challenging the re-issuance of the License. On July 5, 2013, the Company and CDPHE filed motions to dismiss a majority of the claims of SMA and RMW. On September 9, 2013, the court denied CDPHE’s motion to dismiss, and on September 16, 2013, the court denied Energy Fuels’ motion to dismiss. At this time, the Company and CDPHE are awaiting the Plaintiffs designation of the record for review. Once the record is designated, a briefing schedule will be agreed to by the parties, and briefing will commence, with the Plaintiffs filing the opening briefs.

    On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time. On January 28, 2013, the Company filed a Special Appearance to Challenge Personal Jurisdiction, Motion to Transfer Venue, Motion to Dismiss for Forum Non Conveniens and Original Answer Subject Thereto.

    On January 11, 2013, the Ute Mountain Ute tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination located in the shallow aquifer at the Company’s White Mesa Mill site. This challenge is currently being evaluated by UDEQ and the Company, and may involve the appointment by UDEQ of an Administrative Law Judge to hear this matter under Utah administrative procedures. If appointed, the Administrative Law Judge will set a schedule for further proceedings which will involve a hearing to resolve the challenge. After the hearing, the judge will issue a recommended decision to the final agency decision maker, the Director of UDEQ. An appeal can be taken from the Director's decision to Utah's appellate courts.

    - 9 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    On March 7, 2013, the Center for Biological Diversity, the Grand Canyon Trust, the Sierra Club and the Havasupai Tribe (the “Plaintiffs”) filed a complaint in the U.S. District Court for the District of Arizona (the “District Court”) against the Forest Supervisor for the Kaibab National Forest and the U.S. Forest Service (“USFS”, collectively, the “Defendants”) seeking an order declaring that the USFS failed to comply with environmental, mining, public land, and historic preservation laws in relation to the Company’s Canyon mine, and setting aside and vacating any approvals and authorizations regarding exploration and mining operations at the Canyon mine. In addition, the Plaintiffs seek injunctive relief directing operations to cease at the mine and enjoining the USFS from authorizing or allowing any further exploration or mining-related activities at the Canyon mine until the USFS fully complies with all applicable laws. On April 11, 2013, the Plaintiffs filed a Motion for Preliminary Injunction to enjoin the Defendants from allowing construction and/or mining activities to occur at the Canyon mine and suspending all USFS approvals. On April 15, 2013, the Company’s subsidiaries, EFRI and EFR Arizona Strip LLC filed an Unopposed Motion to Intervene, which was granted by the District Court on April 17, 2013. On June 13, 2013, the USFS filed a Motion to Dismiss all but one of the Plaintiffs claims for lack of subject matter jurisdiction. The Company did not join in this Motion. The Motion to Dismiss briefing is not completed, and the District Court has not scheduled a date for a hearing on this Motion. The USFS and the Company are not required to file their Answers until the District Court issues a decision on the Motion to Dismiss. On September 9, 2013 the District Court issued its order against the Plaintiffs and in favor of the USFS and the Company, denying the Motion for Preliminary Injunction. On October 2, 2013 Plaintiffs appealed the District Court’s Order denying the Motion for Preliminary Injunction to the 9 th Circuit Court of Appeals (the “Court of Appeals”), and on October 21 and 22, 2013 filed two Emergency Motions for an Injunction Pending Appeal with the Court of Appeals. On November 5, 2013, the Company decided to place shaft sinking operations on standby at the Canyon Mine, due to current market conditions, and to simplify and lessen the expense of the current litigation at the mine. On that same day, the Company entered into a stipulation agreement with Plaintiffs under which the Company agreed to keep shaft sinking operations on standby until the earlier of the date the District Court issues a final appealable order on the merits of Plaintiffs’ claims, or December 31, 2014. In return, Plaintiffs agreed to stay their appeal of the District Court’s denial of their Motion for Preliminary Injunction in the Court of Appeals, and the emergency motions related thereto. To effectuate this agreement, on November 5, 2013, the Company, USFS, and the Plaintiffs filed a joint motion with the District Court seeking an order adopting and approving the stipulated agreement. That order was granted by the District Court on November 6, 2013, and the Court of Appeals stayed Plaintiffs’ appeal and emergency motions on November 7, 2013. If the Plaintiffs are successful on the merits, the Company may be required to maintain activities at the mine on standby for longer than otherwise planned, pending resolution of the matter. Such a required prolonged stoppage of mine development and mining activities could have a significant impact on the Company.

    OFF-BALANCE SHEET ARRANGEMENTS

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

    TRANSACTIONS WITH RELATED PARTIES

    The Company has not engaged in any transactions with related parties during the period.

    DIVIDENDS

    The Company has not paid dividends in the past and it does not expect to pay dividends in the near future. If the Company generates earnings in the future it intends to reinvest cash from operations to fund future growth. The directors of the Company will determine if and when dividends will be declared and paid in the future based on the Company’s financial position at the relevant time.

    OUTSTANDING SHARE DATA

    At November 13, 2013, there were 981,110,441 common shares (19,622,209 on a post-consolidation basis) issued and outstanding, of which 1,046,067 (20,291 on a post-consolidation basis) were acquired by the Company pursuant to the Titan Uranium Inc. acquisition and are treated as treasury stock. In addition, the Company has 57,018,461 warrants (1,140,370 on a post-consolidation basis) issued and outstanding to purchase a total of 57,018,461 common shares (1,140,370 on a post-consolidation basis), and 46,369,550 stock options (927,391 on a post-consolidation basis) outstanding to purchase a total of 46,369,550 common shares (927,391 on a post-consolidation basis) for a total of 1,084,498,452 common shares (21,689,970 on a post-consolidation basis) on a fully-diluted basis. In addition, at November 13, 2013, there were 22,000 Debentures outstanding, convertible into a total of 73,333,334 common shares (1,466,667 on a post-consolidation basis) at a price of $0.30 per common share ($15.00 on a post-consolidation basis).

    NON-IFRS MEASURES

    In June 2013, the Company completed the milling of all of its conventional ore that had been mined through that date and began processing at a substantially reduced rate of production and only processed alternate feed. Total production for the quarter ended September 30, 2013 was approximately 180,000 pounds and will decrease to approximately 100,000 pounds in the quarter ended December 31, 2013.

    - 10 -



    ENERGY FUELS INC.
    Management’s Discussion and Analysis
    Three and Twelve Months Ended September 30, 2013
    (Expressed in U.S. Dollars, Unless Otherwise Noted)

    Previously the Company has calculated and disclosed the cost of production per pound of U 3 O 8 and adjusted cost of production per pound of U 3 O 8 which are non-IFRS measures. The substantially reduced level of production along with the production coming only from alternate feed materials has resulted in these measures no longer being useful to the Company in assessing the performance of its uranium production business at the White Mesa Mill and, accordingly, will no longer be presented. Once the Company returns to full mining and milling operations at appropriate levels of production the Company will re-assess these and other measures of performance and, if warranted, disclose such key measures of performance.

    CONTROLS AND PROCEDURES

    The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting for the Company. They are assisted in this responsibility by the Company’s management team. The Chief Executive Officer and Chief Financial Officer after evaluating the design effectiveness of the Company’s disclosure controls and procedures and the design of internal controls at September 30, 2013 have concluded that the Company’s disclosure controls and procedures provide reasonable assurance that material information relating to the Company and its subsidiaries would have been known to them and are appropriately designed.

    During the period ended September 30, 2013, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

    QUALIFIED PERSON

    The disclosure of scientific and technical information regarding Energy Fuels’ properties in this MD&A was prepared under the supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of Energy Fuels, who is a Qualified Person in accordance with the requirements of National Instrument 43-101.

    - 11 -



    Exhibit 99.135

     

    Energy Fuels Inc.

    Condensed Interim Consolidated Financial Statements
    (Unaudited)

    Three and Twelve Months Ended September 30, 2013


    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Financial Position
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

      September 30, 2013     September 30, 2012  

    ASSETS

            (Revised, Note 4 )

     

               

    Current assets

               

     Cash and cash equivalents

    $  12,400   $  13,657  

     Marketable securities (Note 7)

      339     1,627  

     Trade and other receivables (Note 8)

      9,761     15,268  

     Inventories (Note 9)

      22,362     28,180  

     Prepaid expenses and other assets

      756     466  

     

      45,618     59,198  

    Non-current

               

     Inventories (Note 9)

      -     2,688  

     Property, plant and equipment (Note 10)

      104,549     119,524  

     Investment in Virginia Energy Resources Inc. (Note 5)

      1,831     -  

     Intangible assets

      7,772     13,909  

     Restricted cash (Note 12)

      25,769     28,525  

     

    $  185,539   $  223,844  

     

               

    LIABILITIES & SHAREHOLDERS' EQUITY

               

     

               

    Current liabilities

               

     Accounts payable and accrued liabilities

    $  11,378   $  15,347  

     Deferred revenue

      1,150     1,150  

     Current portion of long-term liabilities

               

      Decommissioning liability (Note 12)

      200     43  

      Loans and borrowings

      394     724  

     

      13,122     17,264  

    Non-current

               

     Long-term decommissioning liability (Note 12)

      13,988     15,156  

     Long-term loans and borrowings

      22,189     22,765  

     

      49,299     55,185  

     

               

    Shareholders' equity

               

     Capital stock (Note 13)

    $  227,719   $  178,745  

     Contributed surplus (Note 13)

      21,448     17,906  

     Share purchase warrants

      4,777     6,002  

     Deficit

      (116,991 )   (33,041 )

     Accumulated other comprehensive loss

      (713 )   (953 )

     

      136,240     168,659  

     

    $  185,539   $  223,844  

    Additional footnote references

    Commitments and contingencies (Note 15)
    Subsequent events (Note 18)

    Approved by the Board

    (signed) Stephen P. Antony , Director

    (signed) Larry Goldberg , Director

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

    2


    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Comprehensive Income (Loss)
    (Unaudited)
    (Expressed in thousands of U.S. dollars, except share amounts)

     

                  Twelve        

     

      Three Months Ended     Months Ended     Year Ended  

     

      September 30,     September 30,     September 30,  

     

      2013     2012     2013     2012  

     

            (Revised, Note 4)         (Revised, Note 4)

     

                           

    REVENUES (Note 16)

    $  24,504   $  25,028   $  72,472   $  25,028  

     

                           

    COST OF SALES

                           

    Production cost of sales

      18,192     21,094     55,917     21,094  

    Depreciation, depletion and amortization (Note 16)

      3,090     617     7,691     617  

    Impairment of inventories (Note 9)

      598     -     2,562     -  

    TOTAL COST OF SALES

      (21,880 )   (21,711 )   (66,170 )   (21,711 )

    GROSS PROFIT

      2,624     3,317     6,302     3,317  

    Care and maintenance expenses

      (900 )   -     (4,566 )   -  

    Selling, general and administrative expenses (Note 16)

      (8,193 )   (7,132 )   (20,911 )   (11,442 )

    Finance income (expense) (Note 16)

      (1,754 )   (165 )   (2,331 )   (1,869 )

    Gain on purchase of Denison US Mining Division (Note 4)

      -     -     -     40,632  

    Impairment of property, plant and equipment and investment in Virginia Energy Resources Inc. (Notes 5 & 11)

      (61,554 )   (12,058 )   (61,554 )   (24,022 )

    Other expense (Note 16)

      (695 )   (3,122 )   (882 )   (5,082 )

    NET PROFIT (LOSS) BEFORE TAXES

      (70,472 )   (19,160 )   (83,942 )   1,534  

    Income tax expense

      -     -     (8 )   -  

    NET PROFIT (LOSS) FOR THE PERIOD

      (70,472 )   (19,160 )   (83,950 )   1,534  

    Share of other comprehensive loss of Virginia Energy Resources Inc. (Note 5)

      (25 )   -     (48 )   -  

    Foreign currency translation adjustment

      (458 )   29     288     298  

    COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD

    $  (70,955 )   (19,131 ) $  (83,710 ) $  1,832  

     

                           

    EARNINGS (LOSS) PER COMMON SHARE

                           

       BASIC AND DILUTED LOSS PER SHARE (Note 17)

    $  (4.30 )   (1.41 ) $  (5.76 ) $  0.13  

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

    3


    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Shareholders' Equity
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

      Twelve Months Ended     Year Ended  

     

      September 30,     September 30,  

     

      2013     2012  

     

            (Revised, Note 4)

    Capital stock (Note 13)

               

     Balance, beginning of period

    $  178,745   $  60,052  

         Shares issued for Titan Uranium, Inc. asset purchase

      -     32,499  

         Shares issued for Titan Uranium, Inc. advisory fees

      -     431  

         Treasury shares

      -     (371 )

         Shares issued for Denison US Mining merger (Note 4)

      -     79,322  

         Shares issued for Denison US Mining advisory fees

      -     981  

         Shares and Warrants issued for Private Placement

      5,684     6,549  

         Shares issued for acquisition of joint venture interests (Note 3)

      682     -  

         Shares issued for Investment in Virginia Energy (Note 5)

      3,906     -  

         Shares issued for Virginia Energy advisory fees (Note 5)

      39     -  

         Shares issued for consulting fees

      167     -  

         Shares issued for property acquisition

      275     -  

         Shares isssued for Strathmore Minerals Corp. asset purchase (Note 6)

      37,097     -  

         Shares issued for Strathmore Minerals Corp. advisory fees (Note 6)

      548     -  

         Shares issued for satisfaction of change in contol provisions (Note 6)

      989     -  

         Share issuance costs

      (413 )   (723 )

         Stock options exercised (Note 14)

      -     5  

     Balance, end of period

      227,719     178,745  

     

               

    Contributed surplus

               

     Balance, beginning of period

      17,906     13,809  

         Share purchase warrants expired

      2,004     -  

         Share-based compensation

      1,538     4,099  

         Stock options exercised (Note 14)

      -     (2 )

     Balance, end of period

      21,448     17,906  

     

               

    Share purchase warrants

               

     Balance, beginning of period

      6,002     4,159  

         Warrants issued in exchange for Titan warrants

      -     541  

         Share purchase warrants expired

      (2,004 )   -  

         Warrants issued for private placement (Note 13)

      838     1,464  

         Share issuance costs - private placement

      (59 )   (162 )

     Balance, end of period

      4,777     6,002  

     

               

    Deficit

               

     Balance, beginning of period

      (33,041 )   (34,575 )

         Net income (loss) for the period

      (83,950 )   1,534  

     Balance, end of period

      (116,991 )   (33,041 )

     

               

    Accumulated other comprehensive loss

               

     Balance, beginning of period

      (953 )   (1,251 )

         Share of comprehensive loss of equity-accounted investees, net of tax

      (48 )   -  

         Foreign currency translation reserve

      288     298  

     Balance, end of period

      (713 )   (953 )

     

               

    Total shareholders' equity

    $  136,240   $  168,659  

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

    4


    ENERGY FUELS INC.
    Condensed Interim Consolidated Statements of Cash Flows
    (Unaudited)
    (Expressed in thousands of U.S. dollars)

     

                  Twelve        

     

      Three Months Ended     Months Ended     Year Ended  

     

      September 30,     September 30,     September 30,  

     

      2013     2012     2013     2012  

     

                           

    OPERATING ACTIVITIES

                           

     Net income (loss) for the period

    $  (70,472 ) $  (19,160 ) $  (83,950 ) $  1,534  

     Items not involving cash:

            -              

      Depletion, depreciation and amortization

      6,131     2,589     15,618     2,634  

      Stock-based compensation

      1,503     2,393     1,538     3,642  

      Finance income (expense)

      1,754     165     2,331     1,869  

      Unrealized foreign currency translation

      (305 )   49     (193 )   226  

      Equity-settled share-based payment transactions

      1,299     -     1,299     -  

      Gain on purchase of Denison US Mining Division (Note 4)

      -     -     -     (40,632 )

      Shares issued for Denison US Mining advisory fees (Note 4)

      -     -     -     981  

      Impairment of plant, property and equipment and investment in Virginia Energy Resources Inc. (Notes 5 & 11)

      61,554     12,058     61,554     24,022  

      Impairment of inventories (Note 9)

      598     -     2,562     -  

      Other expense

      695     695     882     189  

     Change in non-cash working capital

      2,193     (8,862 )   4,832     (8,902 )

     Interest received

      101     174     558     183  

     

      5,051     (9,899 )   7,031     (14,254 )

     

                           

    INVESTING ACTIVITIES

                           

     Development expenditures on property, plant and equipment

      (3,221 )   (3,002 )   (6,383 )   (3,528 )

     Expenditures on exploration and evaluation

      (874 )   (2,458 )   (12,216 )   (3,550 )

     Acquisition of Titan Uranium, net of cash acquired

      -     -     -     (486 )

     Acquisition of joint venture interests, net of cash acquired

      -     -     (758 )   -  

     Expenditures for Investment in Virginia Energy Resources Inc. (Note 5)

      -     -     (269 )   -  

     Cash acquired in the acquisition of Denison Mines US Division

      -     -     -     552  

     Acquisition of Strathmore Minerals Corp., net of cash acquired

      1,701     -     1,701     -  

     Proceeds from sale of property, plant and equipment

      10     -     1,100     324  

     Proceeds from sale of marketable securities

      -     -     849     -  

     Change in cash deposited with regulatory agencies for decommissioning liabilities, net of interest (Note 12)

      1,753     1,022     3,712     1,010  

     

      (631 )   (4,438 )   (12,264 )   (5,678 )

     

                           

    FINANCING ACTIVITIES

                           

     Issuance of common shares and warrants, net of share issuance costs

      -     -     6,205     7,137  

     Stock option exercises

      -     -     -     3  

     Repayment of borrowings

      -     (2,120 )   (370 )   (2,252 )

     Proceeds from issue of convertible debentures

      -     21,551     -     21,551  

     Interest paid on convertible debentures

      -     -     (1,706 )   -  

     

      -     19,431     4,129     26,439  

    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE PERIOD

      4,420     5,094     (1,104 )   6,507  

     Effect of exchange rate fluctuations on cash held

      119     36     (153 )   195  

     Cash and cash equivalents - beginning of period

      7,861     8,527     13,657     6,955  

    CASH AND CASH EQUIVALENTS - END OF PERIOD

    $  12,400   $  13,657   $  12,400   $  13,657  

     

                           

     

                           

    Non-cash investing and financing transactions:

                           

     

                           

     Issuance of shares for acquisition of joint venture interests (Note 3)

    $  -   $  -   $  682   $  -  

     Issuance of shares for investment in Virginia Energy (Note 5)

      -     -     3,945     -  

     Issuance of shares and warrants for acquisition of Strathmore Minerals Corp (Note 6)

      37,097     -     37,097     -  

     Issuance of shares and warrants for acquisition of Titan Uranium Inc.

      -     -     -     33,470  

     Issuance of shares and warrants for acquisition of Denison US Mining Division (Note 4)

      -     80,303     -     80,303  

     Issuance of secured notes for acquisition of mineral properties

      283     1,161     283     1,161  

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

    5



    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    1. REPORTING ENTITY AND NATURE OF OPERATIONS

    Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and continued into the Province of Ontario. Energy Fuels Inc.’s registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6 and its principal place of business and the head office of the Company’s U.S. subsidiaries is located at 225 Union Blvd., Suite 600, Lakewood, Colorado, 80228 USA.

    Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “EFI”) are engaged in uranium mining and related activities, including the acquisition, exploration and development of uranium and vanadium bearing mineral properties, and the extraction, processing and selling of uranium and vanadium.

    Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U 3 O 8 ”) and sold to various customers around the world for further processing. Vanadium, a co-product of some of the Company’s mines, is also produced and is in the form of vanadium pentoxide (“V 2 O 5 ”). The Company also processes uranium bearing waste materials, referred to as “alternate feed materials.”

    2. BASIS OF PRESENTATION

    These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

    Change in fiscal year end

    In November 2013, the Company announced the change in its fiscal year end from September 30 to December 31, effective as of December 31, 2013. Accordingly, for the 2013 fiscal reporting year, the Company will report audited consolidated financial statements for the fifteen month period ending December 31, 2013, with comparative figures for the twelve month period ended September 30, 2012. The financial statements for the twelve months ended September 30, 2013 are unaudited. The reason for this change is to better align the Company’s year-end with the year-ends of its major uranium customers, certain material subsidiaries and industry peers.

    These condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the annual audited financial statements of the Company for the year ended September 30, 2012.

    The accounting policies and methods of application applied by the Company in these condensed interim consolidated financial statements are the same as those applied to the consolidated financial statements as at and for the year ended September 30, 2012, except for the policies and methods as disclosed below:

    New accounting standards adopted

    The Company has adopted the following new standards, including any consequential amendments to other standards, with a date of initial application of October 1, 2012.

    (i)  

    IAS 28 Investments in Associates and Joint Ventures (2011)

         
    (ii)  

    IFRS 10 Consolidated Financial Statements (“IFRS 10”)

         
    (iii)  

    IFRS 11 Joint Arrangements (“IFRS 11”)

         
    (iv)  

    IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”)

    6


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    2. BASIS OF PRESENTATION (continued)

    The nature and effects of the changes are explained below.

    (a) IAS 28

    Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of an associate is measured at the fair value of the assets given up, shares issued or liabilities assumed at the date of acquisition plus costs directly attributable to the acquisition.

    The condensed consolidated interim financial statements include the Company’s share of the profit or loss and other comprehensive income of equity-accounted investees, after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until significant influence ceases.

    When the Company’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee.

    The carrying value of an associate is reviewed on a regular basis and, if impairment in the carrying value has occurred, it is written down to its recoverable amount in the period in which impairment is identified.

    Unrealized gains and losses on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in its associates.

    (b) IFRS 10

    As a result of adopting IFRS 10, the Company has changed its accounting policy for determining whether it has control over and consequently whether it consolidates its investees. IFRS 10 introduces a new control model that focuses on whether the Company has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns.

    In accordance with the transitional provisions of IFRS 10, the Company reassessed the control conclusion for its investees at October 1, 2012. The reassessment resulted in no changes to its control conclusion for its investees at October 1, 2012.

    (c) IFRS 11

    As a result of IFRS 11, the Company has changed its accounting policy for its interests in joint arrangements. Under IFRS 11, the Company has classified its interests in joint arrangements as either joint operations (if the Company has rights to the assets and obligations for the liabilities, relating to an arrangement) or joint ventures (if the Company has rights only to the net assets of an arrangement). When making this assessment, the Company considered the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. Previously, the structure of the arrangement was the sole focus of classification.

    The Company has re-evaluated its involvement in its joint arrangement Colorado Strip Partners LLC (“CPP”) and Arizona Strip Partner LLC (“ASP”) and has reclassified the investment from a jointly controlled entity to a joint operation. The reclassification did not have any financial impact. In addition, consequent to the acquisition of Strathmore Minerals Corp. (“Strathmore”) (Note 6) the Company has classified its 60% stake in Roca Honda Resources, LLC (“Roca Honda”) in New Mexico as a joint operation.

    7


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    2. BASIS OF PRESENTATION (continued)

    Share consolidation

    At a special meeting held on October 30, 2013, the Company’s shareholders approved a share consolidation, in which fifty common shares of the Company were exchanged for one new common share. The share consolidation occurred on November 5, 2013. Common shares outstanding at September 30, 2013 after giving effect to the share consolidation are 18,976,287. Except as otherwise noted in the condensed interim financial statements the common shares mentioned are before the share consolidation.

    3. ACQUISITION OF COLORADO PLATEAU PARTNERS LLC & ARIZONA STRIP PARTNERS LLC

    On September 21, 2012, the Company executed a Purchase Agreement whereby the Company agreed to purchase from Aldershot Resources Ltd. (“Aldershot”) its membership interest in the CPP and ASP, each a 50/50 joint arrangement between Energy Fuels Resources Corp. (“EFRC”) and Aldershot.

    The acquisition was completed on October 1, 2012. Pursuant to the Purchase Agreement, Aldershot received $750 in cash, cancellation of debt owed by Aldershot to EFRC of $557 including a note receivable of $509 and 3,527,570 shares of EFI common stock valued at Cdn$0.19 per share. The total purchase price was $2,042 including $53 of transaction costs. The transaction was accounted for as an asset purchase and the cost of each item of property, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

    Cash $  750  
    3,527,570 common shares of EFI   682  
    Cancellation of debt   557  
    Transaction costs incurred   53  
       Purchase consideration $  2,042  
           
    The purchase price was allocated as follows:      
    Cash and cash equivalents $  45  
    Property, plant and equipment (1)   1,997  
    Restricted cash   54  
    Decommissioning liability   (54 )
      $  2,042  

    (1) The properties included as part of property, plant and equipment are the Calliham Lease, the Crain Lease, four Utah State Leases, and 94 unpatented mining claims, all of which are located in Utah. As a result of the acquisition, the Company now owns 100% of the Sage Plain Project.

    4. ACQUISITION OF DENISON MINES HOLDINGS CORP. AND WHITE CANYON URANIUM LTD

    On May 23, 2012, the Company and Denison Mines Corp. (“Denison”) entered into an Arrangement Agreement (the “Arrangement”) whereby EFI would acquire from Denison (the “Acquisition”) (i) all of the issued and outstanding shares of Denison Mines Holdings Corp. (“DMHC”) (ii) all of the issued and outstanding shares of White Canyon Uranium Ltd. (“White Canyon”), and (iii) all indebtedness of DMHC, White Canyon and their direct and indirect subsidiaries (collectively, the “Denison US Mining Division”) owing to Denison and any affiliates of Denison (other than members of the Denison US Mining Division). The Terms of the Arrangement required EFI to distribute 425,440,872 common shares to Denison shareholders on a pro-rata basis such that Denison shareholders would receive approximately 1.106 common shares of EFI for each common share of Denison owned.

    8


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    4. ACQUISITION OF DENISON MINES HOLDINGS CORP. AND WHITE CANYON URANIUM LTD. (continued)

    The shareholders of EFI and the shareholders of Denison approved the Arrangement at their respective Special Meetings held on June 25, 2012. The Arrangement was approved by the Toronto Stock Exchange on June 7, 2012 and was approved by the Ontario Superior Court of Justice on June 27, 2012. The Acquisition was completed on June 29, 2012.

    The transaction was accounted for as a business combination with the Company identified as the acquirer, owing to the fact that post-transaction, Energy Fuels controls the board of directors with eight of the ten board seats, has a majority of senior management posts, and has overall control of the day-to-day activities of the combined entities. In accordance with IFRS, the accounting for this acquisition was initially done on a preliminary basis and was finalized in June 2013. Subsequent to the preliminary accounting for the acquisition, the Company made certain adjustments to the allocation of the purchase price, taking into account new and relevant information available including a valuation report from a third-party consultant received before the end of the measurement period in June 2013. The adjustments made subsequent to the preliminary purchase allocation include an adjustment to decrease the acquisition date estimated fair value of plant, property and equipment by $16,109 and an adjustment to decrease decommissioning liabilities by $526. The adjustments recorded resulted in a decrease in gain on bargain purchase of $15,583 from the preliminary purchase allocation and the balance sheet was revised accordingly.

    A summary of the final allocation of the fair values of assets acquired and liabilities assumed together with the adjustments made to the preliminary purchase price allocation as disclosed in the Company’s consolidated financial statements for the year ended September 30, 2012 is as follows:

     

      Preliminary     Adjustments     Revised  

    Purchase price

                     

       Issuance of 425,440,872 common shares of EFI

    $  79,322   $  -   $  79,322  

     

                     

    Fair value of assets and liabilities acquired

                     

           Cash and cash equivalents

    $  552   $  -   $  552  

           Trade and other receivables

      241     -     241  

           Inventories

      31,530     -     31,530  

           Prepaid expenses and other assets

      303     -     303  

           Property, plant and equipment

      84,941     (16,109 )   68,832  

           Intangible assets

      15,851     -     15,851  

           Restricted cash (1)

      24,965     -     24,965  

           Accounts payable and accrued liabilities

      (7,802 )   -     (7,802 )

           Deferred revenue

      (1,150 )   -     (1,150 )

           Decommissioning liabilities

      (13,895 )   526     (13,369 )

     

      135,536           119,953  

           Gain on bargain purchase (2)

      (56,214 )   15,583     (40,631 )

     

    $  79,322   $  -   $  79,322  
       
    (1)

    Cash, cash equivalents and fixed income securities posted as collateral for various bonds with state and federal regulatory agencies for estimated reclamation costs associated with the decommissioning liability of the White Mesa mill, and plant, property and equipment.

       
    (2)

    The Acquisition of DMHC and White Canyon resulted in a gain on bargain purchase as a result of the excess of the estimated fair value of the assets and liabilities acquired as of the acquisition date, over the fair value of the issuance of 425,440,872 EFI common shares at Cdn$0.19, for a total purchase price of $79,322.

    9


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    4. ACQUISITION OF DENISON MINES HOLDINGS CORP. AND WHITE CANYON URANIUM LTD. (continued)

    Under IFRS 3, the fair value consideration was based on the Cdn$0.19 common share price of the EFI common shares issued on June 29, 2012 (the date of Acquisition) and not the Cdn$0.26 common share price of the EFI common shares on May 23, 2012, the date when the Arrangement with Denison was announced. The decline in share price of EFI common shares in the intervening period without any adjustment to the number of common shares issued contributed to the bargain purchase gain.

    As a result of the measurement period adjustments, the comparative information presented in the consolidated financial statement for the year ended September 30, 2012 has been revised as follows:

        As at  
        September 30, 2012  
        As originally stated     Revised  
                 
    Inventories $  33,273   $  30,868  
    Property, plant and equipment $  133,085   $  119,524  
    Decommissioning liability $  (15,724 $  (15,199 )
    Deficit $  17,602   $  33,041  
           
        For the year ended  
        September 30, 2012  
        As stated orginially     Revised  
    Production cost of sales $  (21,855 ) $  (21,711 )
    Gain on bargain purchase $  56,215   $  40,632  
    Net profit for the period $  16,973   $  1,534  
    Comprehensive income for the period $  17,271   $  1,832  

    Pro forma information

    Unaudited pro forma results of operations have been prepared as if the Denison US Mining division acquisition had occurred at October 1, 2011. The unaudited pro forma consolidated financial statement information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Any potential synergies that may be realized and integration costs that may be incurred have been excluded from the unaudited pro forma financial statement information.

    For the year ended September 30, 2012, pro forma consolidated revenue and net income would have been $94,294 and $2,961, respectively. The pro forma net income is net of a total of $2,535 of acquisition costs incurred in connection with the acquisition.

    5. INVESTMENT IN VIRGINIA ENERGY RESOURCES INC.

    On January 28, 2013, pursuant to a private placement, the Company acquired 9,439,857 common shares of Virginia Energy Resources Inc.at a price of Cdn$0.42 per common share. The 9,439,857 common shares acquired by the Company represented 16.5% of Virginia Energy’s common shares outstanding. Consideration paid by the Company for this investment consisted of Cdn$250 ($248) in cash and 21,851,411 common shares of the Company issued on a private placement basis for an aggregate consideration of $4,156. The Company issued 270,270 common shares in partial satisfaction of financial advisory services provided in connection with its investment in Virginia Energy.

    Virginia Energy is listed on the TSX Venture Exchange and owns 100% of the advanced-stage Coles Hill Project located in south central Virginia, USA.

    10


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    5. INVESTMENT IN VIRGINIA ENERGY RESOURCES INC. (continued)

    Pursuant to the subscription agreement with Virginia Energy, for so long as the Energy Fuels owns at least 9.9% of the outstanding shares of Virginia Energy, the Company has the right to participate in equity financings by Virginia Energy in order to maintain its percentage ownership. In addition, the Company has the right to nominate one director for election or appointment to the Board of Directors of Virginia Energy as long as it holds at least 5% of the issued and outstanding common shares, increasing to 9.9% after 2 years. The provisions of the subscription arrangement allows EFI to appoint a director to the Board of Virginia Energy and gives rights to participate in the operating and financial decisions of Virginia Energy. Management has assessed these rights as significant influence over Virginia Energy and consequently the Company has accounted for its investment in Virginia Energy using equity accounting.

    Summary financial information for Virginia Energy is as follows:

     

      June 30,  

     

      2013  

    Current assets

    $  5,970  

    Non-current assets

      24,117  

    Total assets

      30,088  

    Current liabilities

      781  

    Non-current liabilities

      4,005  

    Total liabilities

      4,785  

    Equity

      25,303  

    Net loss for the six months ended June 30, 2013

      (6,835 )

    Virginia Energy generally releases its financial statements after Energy Fuels releases its financial statements. Accordingly, the Company records its share of Virginia Energy’s comprehensive income or loss using information available from the previous quarter. The Company has recorded a loss of $953 other income (expense) and $48 in other comprehensive income for its share of comprehensive income or loss of Virginia Energy for the six months ended June 30, 2013. The Company also recorded a comprehensive loss of $148 due to translation of the functional currency of the investment.

    During the three months ended September 30, 2013, it was determined that the carrying amount of the Company’s investment in Virginia Energy exceeded the recoverable amount of the investment. The recoverable amount was based on an estimate of the investment’s fair value less costs to sell. Fair value was derived from the price of Virginia Energy’s shares (VUI.V) at the close of the TSX Venture Exchange on September 30, 2013 less selling costs of $96. As a result, the Company recorded an impairment charge of $1,297.

    Consideration paid January 28, 2013

    $  4,277  

       Share of loss in Virginia Energy for the six months ended June 30, 2013

      (953 )

       Share of other comprehensive loss in Virginia Energy for the six months ended June 30, 2013

      (48 )

       Impairment

      (1,297 )

       Foreign currency translation loss

      (148 )

    Balance, September 30, 2013

    $  1,831  

    11


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    6. ACQUISITION OF STRATHORE MINERALS CORP.

    On June 11, 2013 the Company and Strathmore entered into an agreement whereby EFI agreed to acquire, by way of a Plan of Arrangement (the “Arrangement”), all of the outstanding common shares of Strathmore. Strathmore’s primary U.S. mineral properties are the Gas Hills project in Wyoming and a 60% stake in the Roca Honda in New Mexico.

    The shareholders of EFI and the shareholders of Strathmore approved the Arrangement at their respective Special Meetings held on August 13, 2013 and August 20, 2013 respectively. Subsequent to receiving approval from the Toronto Stock Exchange and the Supreme Court of British Columbia, the acquisition was completed August 30, 2013.

    Pursuant to the Arrangement, Strathmore shareholders received 1.47 EFI common shares for each common share of Strathmore. Under the terms of the Arrangement, all Strathmore options vested fully upon change in control and were replaced with options of EFI based on the exchange ratio.

    The cost of acquisition included the fair value of the issuance of the following instruments: 183,269,744 Energy Fuels common shares at Cdn$0.21 ($0.20) per share aggregating to Cdn$38,487 ($36,470), plus 3,151,194 EFI common shares at Cdn$0.21 (S0.20) per share aggregating to Cdn$662 ($627) for replacement of Strathmore’s restricted share units.

    Transaction costs totaled $1,362 including the issuance of 2,754,746 EFI common shares valued at $548 in satisfaction of the advisory fee, bringing the total purchase price to $38,459. The value of the Energy Fuels shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

    The transaction was accounted for as an asset acquisition and not a business combination under IFRS 3 due to the stage of its mineral property projects. The cost of each item of property, plant and equipment acquired as part of the group of assets acquired was determined by allocating the price paid for the group of assets to each item based on its relative fair value at the time of acquisition.

    The aggregate fair values of assets acquired and liabilities assumed were as follows on the acquisition date:

                                                                                                                                                                                                                           

    $  

    Issuance of 183,269,744 common shares for replacement of Strathmore common shares

      36,470  

    Issuance of 3,151,194 common shares for replacement of Strathmore restricted share units

      627  

    Transaction costs

      1,362  

    Purchase consideration

      38,459  

     

         

    The purchase price was allocated as follows:

         

    Cash and cash equivalents

      2,515  

    Marketable securities

      245  

    Trade and other receivables

      111  

    Prepaid expenses and other assets

      37  

    Property, plant and equipment

      35,671  

    Restricted cash

      902  

    Accounts payable and accrued liabilities

      (917 )

    Current decommissioning liability

      (105 )

      Net identifiable assets

      38,459  

    12


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    7. MARKETABLE SECURITIES

    Marketable securities are classified as available-for-sale, are stated at their fair values, and consist of the following:

     

      September 30,     September 30,  

     

      2013     2012  

     

    $   $  

    Mega Uranium Ltd.

               

       2,877,000 common shares (September 30, 2012 - 10,000,000)

      196     1,627  

    Bayswater Uranium Corporation(1) (Note 6)

               

       2,759,807 common shares (September 30, 2012 - nil)

      134     -  

    Other(1) (Note 6)

      9     -  

     

      339     1,627  

    (1) Acquired in the transaction with Strathmore at a fair value of $245

    The Company has classified its investments in Mega Uranium Ltd. (“Mega”) and Bayswater Uranium Corporation ("Bayswater") as available-for-sale investments. During the three and twelve months ended September 30, 2013 the Company sold nil and 7,123,000 shares of Mega for gross proceeds of nil and $849, and recorded a loss of $126 and $599 in profit and loss.

    8. TRADE AND OTHER RECEIVABLES

        September 30,     September 30,  
        2013     2012  
      $   $  
    Trade receivables - mineral concentrate sales   8,670     12,807  
    Other receivables   1,085     1,906  
    Notes receivable (1)   6     555  
        9,761     15,268  
       
    (1)

    The September 30, 2012 amount of $555 included a $509 promissory note receivable from Aldershot, which held a 50% interest in the CPP joint venture with EFRC until the promissory note was canceled on October 1, 2012 as a result of EFRC’s acquisition of Aldershot’s 50% joint venture interest in CPP (Note 3).

    13


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    9. INVENTORIES

     

      September 30,     September 30,  

     

      2013     2012  

     

    $   $  

     Concentrates and work-in-progress (1)

      16,666     11,376  

     Inventory of ore and alternate feed in stockpiles

      2,006     15,290  

     Raw materials and consumables

      3,690     4,204  

     

      22,362     30,870  

    Inventories - by duration

               

     Current

      22,362     28,180  

     Long-term - ore in stockpiles

      -     2,688  

     

      22,362     30,868  

    (1)

    During the three and twelve months ended September 30, 2013, the Company recorded an impairment loss of $598 and $2,562 on inventories in profit and loss.

    The current portion of inventory of ore in stockpiles represents ore that is currently expected to be processed within the next twelve months.

    10. PROPERTY, PLANT AND EQUIPMENT

     

            Mineral Properties        

     

                                 

     

      Plant and           Care and     Pre-development        

     

      equipment     Operating     maintenance     and non-operating     Total  

    Cost

                                 

    Balance at September 30, 2012

    $  80,618   $  2,288   $  -   $  63,990   $  146,896  

       Acquisition of Colorado Plateau Partners LLC & Arizona

      -     -     -     1,997     1,997  

       Strip Partners LLC (Note 3)

                                 

       Additions

      3,041     2,980     -     12,057     18,078  

       Acquisition of Strathmore Minerals Corp (Note 6)

      965     -     -     34,706     35,671  

       Disposals for the period

      (1,502 )   -     -     -     (1,502 )

       Reclassification to operating (2)

      -     5,179     -     (5,179 )   -  

       Reclassification to care and maintenance (1)

      -     (3,150 )   3,150     -     -  

       Revision of decommissioning liability

      (1,955 )   29     93     334     (1,499 )

    Balance at September 30, 2013

    $  81,167   $  7,326   $  3,243   $  107,905   $  199,641  

     

                                 

    Depreciation, depletion, disposals and impairment

                                 

    Balance at September 30, 2012

    $  15,341   $  37   $  -   $  11,994     27,372  

       Depreciation for the period

      8,181     -     -     -     8,181  

       Depletion for the period

      -     459     -     -     459  

       Disposals for the period

      (1,177 )   -     -     -     (1,177 )

       Reclassification to care and maintenance (1)

      -     (232 )   232     -     -  

       Impairment (3)

      36,298     4,173     2,730     17,056     60,257  

    Balance at September 30, 2013

    $  58,643   $  4,437   $  2,962   $  29,050   $  95,092  

     

                                 

    Carrying amounts

                                 

    At September 30, 2012

    $  65,277   $  2,251   $  -   $  51,996   $  119,524  

    At September 30, 2013

    $  22,524   $  2,889   $  281   $  78,855   $  104,549  

    14


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    10. PROPERTY, PLANT AND EQUIPMENT (continued)

    (1)

    The Beaver, Pandora, and Daneros mines were placed on care and maintenance in the period ended September 30, 2013 as a result of current market conditions. Costs associated with the care and maintenance for mines are expensed in the period in which they are incurred and depletion is no longer recorded. For the three and twelve month periods ended September 30, 2013, the costs expensed in profit and loss were $900 and $4,566 respectively.

       
    (2)

    The Pinenut mine achieved commercial production in July 2013.

       
    (3)

    During the period ended September 30, 2013, the Company tested its plant, property and equipment for impairment (excluding any assets acquired pursuant to the acquisition of Strathmore) and recognized an impairment loss of $60,257. A summary of the impairment charge by asset is provided in Note 11.

    Pre-development and non-operating properties

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

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

     

      September 30,     September 30,  

     

      2013     2012  

     

    $   $  

    Colorado Plateau

      3,841     11,010  

    Henry Mountains

      1,170     3,567  

    Arizona Strip

      2,708     2,737  

    Wyoming (1)

      46,725     34,682  

    New Mexico (2)

      24,411     -  

       Total

      78,855     51,996  
       
    (1)

    Includes the Gas Hills, Juniper Ridge and Copper King mineral interests from the acquisition of Strathmore as well as the Company's Sheep Mountain project.

       
    (2)

    Includes the Roca Honda, Marquez, Nose Rock, Dalton Pass and Sky mineral interests from the acquisition of Strathmore.

    11. IMPAIRMENT OF NON-CURRENT ASSETS

    The Company considers both quantitative and qualitative factors to assess impairment.

    As at September 30, 2013, the Company identified the recent and the continued decline of uranium prices and the Company's expectation to place certain of its mineral properties on care and maintenance as indicators of impairment.

    For the purpose of performing impairment analysis, the Company grouped its plant and equipment at its White Mesa Mill together with its mines located in the Colorado Plateau, Henry Mountains and Arizona strip geographic regions as a single cash generating unit (“CGU”) (collectively referred as “WMM CGU”). The Company also assessed impairment of its properties in Wyoming and New Mexico on a standalone basis

    15


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    11. IMPAIRMENT OF NON-CURRENT ASSETS (continued)

    Based on the impairment analysis, the Company recorded an impairment loss of $60,257 with respect to the WMM CGU. No impairment was recorded with respect to the Company’s mineral properties in the Wyoming and New Mexico area.

    The following table summarizes the impairment charges related to the property, plant and equipment related to the WMM CGU by area of interest:

     

      As at September 30, 2013  

     

            Impairment        

     

      Pre-impairment     realized     Post-impairment  

    Plant and equipment

                     

           White Mesa Mill

      49,319     (28,080 )   21,239  

           Other

      9,503     (8,218 )   1,285  

    Total plant and equipment

      58,822     (36,298 )   22,524  

    Mineral Properties

                     

           Operating

                     

                 Arizona Strip

      7,062     (4,173 )   2,889  

           Total operating

      7,062     (4,173 )   2,889  

           Care and maintenance

                     

                 Colorado Plateau

      2,117     (1,836 )   281  

                 Daneros

      894     (894 )   -  

           Total care and maintenance

      3,011     (2,730 )   281  

           Pre-development and non-operating

                     

                 Colorado Plateau

      13,495     (9,654 )   3,841  

                 Henry Mountains

      5,006     (3,836 )   1,170  

                 Daneros

      7     (7 )   -  

                 Arizona Strip

      6,267     (3,559 )   2,708  

                 Wyoming

      46,725     -     46,725  

                 New Mexico

      24,411     -     24,411  

           Total pre-development and non-operating

      95,911     (17,056 )   78,855  

    Total

      164,806     (60,257 )   104,549  

    Key Assumptions

    The recoverable amount in the impairment analysis was based on the Fair Value Less Cost to Sell using discounted cash flow projections. Key assumptions used in the calculation of recoverable amounts include discount rates, uranium prices, future timing of production volume including the date when a mineral property can be brought into production and the expected cost to produce uranium and future operating costs.

    The Company’s estimate of future uranium sales prices were based on the uranium prices prepared by an industry analyst. For the purpose of the impairment analysis, management estimated a uranium price of $ 38/lb. for the period up to December 31, 2014; a price range of $ 42/lb. to $ 55/lb. for the period 2015 to 2018 and $ 62/lb. to $ 75/lb. for the period 2019 to 2024. The Company used a pre-tax discount rate of 12.5% based on the Company’s estimated weighted-average cost of capital for discounting the cash flow projections.

    16


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    11. IMPAIRMENT OF NON-CURRENT ASSETS (continued)

    Impairment charges recognized against property, plant and equipment may be reversed if there are changes in the assumptions or estimates used in determining the recoverable amounts of the WMM CGU which indicate that a previously recognized impairment loss may no longer exist or may have decreased.

    Sensitivity analysis

    As at September 30, 2013, a 5% increase or decrease in the future uranium prices would result in a change in the recoverable amount for by approximately $13.6 million, and a 1% increase or decrease in the discount rate would result in a approximately $4.6 million change in the recoverable amount based on current life of mine plans models. Significant changes in uranium price would cause the Company to review its mine plans accordingly.

    12. DECOMMISSIONING LIABILITIES AND RESTRICTED CASH

    The following table summarizes the Company’s decommissioning liabilities:

     

      September 30,     September 30,  

     

      2013     2012  

     

    $   $  

    Reclamation obligations, beginning of period

      15,199     466  

       Revision of estimate (1)

      (1,499 )   (45 )

       Liability from acquisition of Titan Uranium, Inc.

      -     1,301  

       Liability from acquisition of Denison US Mining Division (Note 4)

      -     13,369  

       Liability from acquisition of Colorado Plateau Partners LLC & Arizona Strip

               

       Partners LLC (Note 3)

      54     -  

       Liability from acquisition of Strathmore Minerals Corp (Note 6)

      105     -  

       Accretion

      329     108  

    Reclamation obligations, end of period

      14,188     15,199  

    Site restoration liability by location:

               

       Exploration drill holes

      200     43  

       White Mesa Mill

      8,254     9,944  

       Colorado Plateau

      1,910     1,679  

       Henry Mountains

      574     417  

       Daneros

      87     74  

       Arizona Strip

      1,895     1,712  

       Sheep Mountain

      1,268     1,330  

     

      14,188     15,199  

    Site restoration liability:

               

       Current

      200     43  

       Non-current

      13,988     15,156  

     

      14,188     15,199  
       
    (1)

    Revision of estimates is as a result of a change in the risk free discount rates used to calculate decommissioning liabilities.

    17


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    12. DECOMMISSIONING LIABILITIES AND RESTRICTED CASH (continued)

    The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted using risk-free interest rates ranging from 0.15% to 3.52% based on US Treasury rates of varying lengths ranging from 1 to 30 years. The total undiscounted decommissioning liability as at September 30, 2013 is $26,804 (September 30, 2012 - $26,647). Reclamation costs are expected to be incurred between 2013 and 2040.

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

     

      September 30,     September 30,  

     

      2013     2012  

     

    $   $  

    Restricted cash, beginning of year

      28,525     2,563  

       Restricted cash from acquisition of Titan

      -     2,007  

       Restricted cash from acquisition of Denison US Mining Division (Note 4)

      -     24,965  

       Restricted cash from acquisition of Colorado Plateau Partners LLC & Arizona Strip

               

       Partners LLC (Note 3)

      54     -  

       Restricted cash from acquisition of Strathmore Minerals Corp (Note 6)

      902     -  

       Refunds for the period (1)

      (3,712 )   (1,010 )

    Restricted cash, end of period

      25,769     28,525  
       
    (1)

    As a result of the restructuring of the Company’s surety arrangements and the reduction of bonding requirements at some of the Company’s projects.

    Mill and mine reclamation

    The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. The restricted cash will be released when the Company has reclaimed a mineral property. During the three and twelve months ended September 30, 2013, the Company had a net return of $1,367 and $3,712 from its collateral account (September 30, 2012 – ($1,010).

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS

    Authorized capital stock

    The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

    18


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

    Issued capital stock

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

     

      September 30, 2013     September 30, 2012  

     

      Shares     Amount $     Shares     Amount $  

    Balance, beginning of period

      678,606,040     178,745     123,999,665     60,052  

       Shares issued for acquisition of joint venture interests (Note 3)

      3,527,570     682     -     -  

       Shares issued for Titan Uranium, Inc. asset purchase (a)

      -     -     89,063,997     32,498  

       Shares issued for Titan Uranium, Inc. advisory fees (b)

      -     -     1,256,489     431  

       Shares issued for Denison US Mining merger (Note 4)

      -     -     425,440,872     79,322  

       Shares issued for Denison US Mining advisory fees

      -     -     4,373,917     981  

       Shares and warrants issued for private placement (c)

      -     -     35,500,500     6,549  

       Shares issued for Virginia Energy shares (Note 5)

      21,851,411     3,906     -     -  

       Shares issued for Virginia Energy advisory fees (Note 5)

      270,270     39     -     -  

       Stock options exercised

      -     -     16,667     5  

       Treasury shares (d)

      -     -     (1,046,067 )   (370 )

       Shares and warrants issued for private placement (e)

      47,380,791     5,684     -     -  

       Shares issued for investor relations

      1,050,000     167     -     -  

       Shares issued for property acquisitions

      1,570,347     275     -     -  

       Shares issued Strathmore Minerals Corp asset purchase (Note 6) (f)

      186,420,938     37,097     -     -  

       Shares issued Strathmore Minerals Corp advisory fees (g)

      2,754,746     548     -     -  

       Shares issued to employees of Strathmore in consideration of termination liability (h)

      5,382,261     989     -     -  

       Share issuance costs

      -     (413 )   -     (723 )

    Balance, end of period

      948,814,374     227,719     678,606,040     178,745  

    a.

    On February 29, 2012, the Company completed the acquisition of Titan Uranium, Inc. in exchange of 89,063,997 EFI’s common shares at Cdn$0.36 per share aggregating to $32,498.

       
    b.

    Pursuant to the acquisition of Titan Uranium, Inc., the Company issued 1,256,489 EFI common shares valued at $431 in satisfaction of the advisory fee. The value of the EFI shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

       
    c.

    On June 21, 2012, the Company completed an equity private placement of 35,500,500 non-transferable subscription receipts at a price of Cdn$0.23 per subscription receipt for gross total proceeds of Cdn$8,165 ($8,013). Each subscription receipt was exchangeable into one unit of the Company upon completion of the Acquisition of the Denison US Mining Division. Each unit consisted of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of Cdn$0.27 until June 22, 2015. The fair value of the 17,750,250 full warrants that were issued on the completion of the private placement totaled Cdn$1,491($1,464) and this value was recorded in share purchase warrants which is a separate component of shareholders’ equity.

       
    d.

    As a result of the Company’s acquisition of Titan Uranium, Inc., the Company acquired ownership of 1,046,067 shares of EFI common stock. Such shares are treated as treasury shares at September 30, 2013 and are shown as a reduction of equity.

       
    e.

    On June 13, 2013, the Company completed an equity private placement of 47,380,791 non-transferable subscription receipts at a price of Cdn$0.14 ($0.135) per subscription receipt for gross total proceeds of Cdn$6,663 ($6,523). Each subscription receipt was exchangeable into one unit of the Company. Each unit consisted of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of Cdn$0.19 until June 15, 2015. Also included in the consideration are compensation warrants where each whole warrant entitles the holder to purchase one common share at a price of Cdn$0.18 until June 15, 2015. The fair value of the 23,690,395 full warrants and the 2,529,691 compensation warrants that were issued on the completion of the private placement totaled Cdn$852 ($838) and this value was recorded in share purchase warrants which is a separate component of shareholders’ equity.

    19


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    13. CAPITAL STOCK AND CONTRIBUTED SURPLUS (continued)

    f.

    On August 29, 2013 the Company completed the acquisition of Strathmore in exchange for 183,269,744 Energy Fuels common shares at Cdn$0.21 ($0.20) per share aggregating to Cdn$38,487 ($36,470), plus 3,151,194 EFI common shares at Cdn$0.21 (S0.20) per share aggregating to Cdn$662 ($627) for replacement of Strathmore’s restricted share units which fully vested upon acquisition by EFI.


    g.

    Pursuant to the acquisition of Strathmore, the Company issued 2,754,746 EFI common shares valued at $548 in satisfaction of the advisory fee. The value of the Energy Fuels shares issued was calculated using the share price of the Company’s shares on the date the acquisition closed.

       
    h.

    On September 11, 2013 the Company issued 5,382,261 shares valued at $989 to former employees of Strathmore in consideration for termination liabilities of certain employees. The value of the Energy Fuels shares issued was calculated using the share price of the Company’s shares on the date the shares were issued.

    14. SHARE-BASED PAYMENTS

    Stock options

    The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

    For the twelve months ended September 30, 2013, the Company granted 24,806,050 stock options (September 30, 2012 – 25,146,000) to its employees, directors, consultants and former employees of Strathmore, recording stock-based compensation expense of $1,538 including $312 capitalized as a cost of the Strathmore transaction (September 30, 2012 – $3,636, net of $457 capitalized).

    The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:

      Risk-free rate 1.18% - 1.84%
      Expected life 1.2 – 5.0 years
      Expected volatility 60% - 95%
      Expected dividend yield 0.0%

    The fair value of stock options granted to former employees, directors and consultants of Strathmore was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:

      Risk-free rate 1.06% - 2.40%
      Expected life 0.2 – 9.2 years
      Expected volatility 51% - 104%
      Expected dividend yield 0.0%

    20


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    14. SHARE-BASED PAYMENTS (continued)

    The fair value of stock options granted during the period ended September 30, 2013 and September 30, 2013 is as follows:

        Twelve Months Ended     Year Ended  
        Septmeber 30, 2013     September 30, 2012  
      $   $  
       5,840,000 options granted at Cdn$0.31 on 03/07/12   -     1,308  
       136,000 options granted at Cdn$0.39 on 03/07/12   -     23  
       680,000 options granted at Cdn$0.86 on 03/07/12   -     111  
       3,240,000 options granted at Cdn$0.23 on 08/13/12   -     401  
       13,925,000 options granted at Cdn$0.23 on 08/27/12   -     2,066  
       1,225,000 options granted at Cdn$0.23 on 09/01/12   -     170  
       100,000 options granted at Cdn$0.23 on 09/17/12   -     14  
       50,000 options granted at Cdn$0.18 on 01/25/13   5     -  
       300,000 options granted at Cdn$0.14 on 05/09/13   30     -  
       9,807,500 options granted at Cdn$0.18 on 7/15/13   1,191     -  
       340,000 options granted at Cdn$0.86 on 7/15/13   1     -  
       1,360,000 options granted at Cdn$0.23 on 7/15/13   42     -  
       220,500 options granted at Cdn$0.41 on 8/31/13   -     -  
       5,659,500 options granted at Cdn$0.28 on 8/31/13   13     -  
       147,000 options granted at Cdn$0.88 on 8/31/13   -     -  
       2,035,950 options granted at Cdn$0.44 on 8/31/13   9     -  
       588,000 options granted at Cdn$0.37 on 8/31/13   -     -  
       279,300 options granted at Cdn$0.88 on 8/31/13   1     -  
       1,822,800 options granted at Cdn$0.80 on 8/31/13   6     -  
       1,543,500 options granted at Cdn$0.38 on 8/31/13   49     -  
       2,352,000 options granted at Cdn$0.41 on 8/31/13   191     -  
    Value of stock options granted   1,538     4,093  

    The summary of the Company’s stock options at September 30, 2013 and September 30, 2012, and the changes for the fiscal periods ending on those dates is presented below:

     

      Twelve Months Ended     Year Ended  

     

      Septmeber 30, 2013     September 30, 2012  

     

                                       

     

            Weighted                 Weighted        

     

      Range of     Average           Range of     Average        

     

      Exercise Prices     Exercise Price     Number of     Exercise Prices     Exercise Price     Number of  

     

      Cdn$     Cdn$     Options     Cdn$     Cdn$     Options  

    Balance, beginning of period

      0.16 - 2.25     0.33     31,037,800     0.16 - 2.25     0.59     6,620,300  

    Transactions during the period:

                                       

       Granted

      0.14 - 0.88     0.30     24,806,050     0.23 - 0.86     0.27     25,146,000  

       Exercised

      -     -     -     0.20     0.20     (16,667 )

       Forfeited

      0.20 - 0.51     0.26     (2,412,500 )   0.20 - 2.25     0.39     (643,333 )

       Expired

      0.41 - 2.25     0.41     (1,402,300 )   0.45     0.45     (68,500 )

    Balance, end of period

      0.16 - 0.86     0.33     52,029,050     0.16 - 2.25     0.33     31,037,800  

    As part of the share consolidation that was approved on October 30, 2013 (Note 13), the number of outstanding options was consolidated on a 50:1 basis. At September 30, 2013 after giving effect to the consolidation, there are 927,391 options outstanding with an average exercise price of $14.58 per share.

    21


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    14. SHARE-BASED PAYMENTS (continued)

    The following table reflects the actual stock options issued and outstanding as of September 30, 2013:

              Remaining     Number of           Number of  
        Exercise Price     Contractual     Options     Number of     Options  
    Expiry Date   Cdn$     Life (Years)     Outstanding     Options Vested     Unvested  
    Nov-2013   0.28     0.11     5,659,500     5,659,500     -  
    Feb-2014   0.35     0.35     600,000     600,000     -  
    Feb-2014   0.88     0.34     147,000     147,000     -  
    Jul-2014   0.35     0.79     450,000     450,000     -  
    Oct-2014   0.35     1.06     150,000     150,000     -  
    Feb-2015   0.44     1.38     2,035,950     2,035,950     -  
    Feb-2015   0.37     1.38     588,000     588,000     -  
    Jun-2015   0.16     1.72     12,500     12,500     -  
    Jul-2015   0.20     1.78     695,000     695,000     -  
    Jul-2015   0.17     1.81     12,500     12,500     -  
    Aug-2015   0.30     1.85     900,000     900,000     -  
    Oct-2015   0.62     2.05     75,000     75,000     -  
    Nov-2015   0.71     2.11     50,000     50,000     -  
    Nov-2015   0.88     2.16     279,300     279,300     -  
    Dec-2015   0.80     2.23     1,822,800     1,822,800     -  
    Apr-2016   0.51     2.54     1,540,000     1,540,000     -  
    Jan-2016   0.18     2.32     50,000     50,000        
    Mar-2015   0.39     1.43     136,000     136,000     -  
    Mar-2015   0.86     1.43     340,000     340,000     -  
    Mar-2016   0.86     2.44     340,000     340,000     -  
    Mar-2015   0.31     1.43     360,000     360,000     -  
    Mar-2015   0.23     1.43     1,000,000     1,000,000     -  
    Mar-2017   0.31     3.44     4,995,000     4,995,000     -  
    Aug-2017   0.23     3.87     2,237,500     2,237,500     -  
    Aug-2017   0.23     3.91     12,225,000     12,225,000     -  
    Sep-2017   0.23     3.92     1,225,000     1,225,000     -  
    Sep-2017   0.23     3.97     100,000     100,000     -  
    May-2018   0.14     4.61     300,000     300,000     -  
    Jul-2018   0.18     4.79     9,807,500     9,807,500     -  
    Feb-2022   0.38     8.40     1,543,500     1,543,500     -  
    Oct-2022   0.15     9.08     2,352,000     2,352,000     -  
              3.91     52,029,050     52,029,050     -  

    22


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    15. COMMITMENTS AND CONTINGENCIES

    General legal matters

    The Company is involved, from time to time, in various legal actions and claims in the ordinary course of business. In the opinion of management, the aggregate amount of any potential liability is not expected to have a material adverse effect on the Company’s financial position or results.

    One of the Company’s subsidiaries, Energy Fuels Resources (USA) Inc. (“EFRI”), entered into a fixed price construction contract with KGL Associates, Inc. (“KGL”) in 2009 relating to the construction of tailings cell 4B at the Company’s White Mesa Mill. The performance by KGL of its obligations under this contract is under dispute. In the dispute: (a) EFRI seeks approximately $3.25 million in damages from KGL, including project completion costs as well as indemnity and reimbursement from KGL for monies paid by EFRI to KGL subcontractors or suppliers unpaid when KGL abandoned the project; (b) KGL seeks payment of approximately $1.65 million for alleged project labor and/or equipment inefficiencies allegedly caused by EFRI and foregone profits and to enforce its lien against the Mill property; and (c) both parties seek pre-judgment interest, attorney fees and costs. The parties have agreed to settle this matter in binding arbitration, which is currently underway. Under the Arrangement Agreement dated May 23, 2012 between the Company and Denison Mines Corp., which was entered into in connection with the acquisition by the Company of the Denison US Mining Division in June 2012, Denison has agreed to fully indemnify the Company in connection with this litigation and will receive any proceeds from arbitration.

    On November 26, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand claiming an unspecified amount of damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust from asbestos products while working at the White Mesa Mill. The Plaintiff has also named a number of manufacturers of asbestos and asbestos-related products in the law suit. The Company is currently evaluating this claim, but does not consider it to have any merit at this time. On January 28, 2013, the Company filed a Special Appearance to Challenge Personal Jurisdiction, Motion to Transfer Venue, Motion to Dismiss for Forum Non Conveniens and Original Answer Subject Thereto.

    16. SUPPLEMENTAL FINANCIAL INFORMATION

    The components of revenues are as follows:

     

      Three Months Ended     Twelve Months Ended  

     

      2013     2012     2013     2012  

    Uranium concentrates

    $  22,379   $  24,939   $  63,732   $  24,939  

    Vanadium concentrates

      2,066     -     8,471     -  

    Alternate feed materials processing and other

      59     89     269     89  

    Revenues

    $  24,504   $  25,028   $  72,472   $  25,028  

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

     

      Three Months Ended     Twelve Months Ended  

     

      September 30,     September 30,  

     

      2013     2012     2013     2012  

     

                           

       Intangible asset amortization

    $  2,120   $  1,943   $  6,137   $  1,943  

       Selling

      89     130     1,239     130  

       Change in contol provisions

      2,418     -     2,418     -  

       General and administrative

      3,566     5,059     11,117     9,369  

    Selling, general and administrative expenses

    $  8,193   $  7,132   $  20,911   $  11,442  

    23


     
    ENERGY FUELS INC.
    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2013
    (Unaudited)
    (Expressed in thousands of U.S dollars, except share amounts)

    16. SUPPLEMENTAL FINANCIAL INFORMATION (continued)

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

     

      Three Months Ended     Twelve Months Ended  

     

      September 30,     September 30,  

     

      2013     2012     2013     2012  

    Accretion expense

    $  (85 ) $  (108 ) $  (329 ) $  (108 )

    Change in value of marketable securities

      (126 )   (304 )   (599 )   (1,787 )

    Foreign exchange

      2     (143 )   208     (295 )

    Change in value of convertible debentures

      (1,177 )   601     (249 )   601  

    Interest expense

      (469 )   (384 )   (1,920 )   (463 )

    Interest income

      101     173     558     183  

    Finance income (expense)

    $  (1,754 ) $  (165 ) $  (2,331 ) $  (1,869 )

    A summary of depreciation, depletion and amortization expense recognized in the consolidated statement of comprehensive loss is as follows:

     

      Three Months Ended     Twelve Months Ended  

     

      September 30,     September 30,  

     

      2013     2012     2013     2012  

    Recognized in production cost of sales

    $  3,090   $  617   $  7,691   $  617  

    Recognized in care and maintence expenses

      1,285     -     1,788     -  

    Recognized in selling, general and administrative

      1,756     1,972     6,139     2,017  

    Depreciation, depletion and amortization

    $  6,131   $  2,589   $  15,618   $  2,634  

    A summary of other income (expense) recognized in the consolidated statement of comprehensive loss is as follows:

     

      Three Months Ended     Twelve Months Ended  

     

      2013     2012     2013     2012  

    Transaction costs

      -     (2,549 ) $  -   $  (4,890 )

    Share of equity-accounted investees, net of tax (Note 5)

      (369 )   -     (953 )   -  

    Other

      (326 )   (573 )   71     (192 )

    Other Income (expense)

    $  (695 ) $   (3,122 ) $  (882 ) $  (5,082 )

    17. EARNINGS (LOSS) PER COMMON SHARE

     

      Three Months Ended     Twelve Months Ended  

     

      September 30, 2013     September 30, 2013  

     

      2013     2012     2013     2012  

    Earnings (loss) attributable to shareholders

    $ (70,472 ) $ (19,160 ) $ (83,950 ) $ 1,534  

    Basic and diluted weighted average number of common shares outstanding (1)

                   

       Prior to share consolidation

      819,260,485     678,606,040     728,175,909     298,426,380  

       Subsequent to the share consolidation

      16,385,210     13,572,121     14,563,518     5,968,528  

    Earnings (loss) per common share

    $ (4.30 ) $ (1.41 ) $ (5.76 ) $ 0.26  

    (1) Subsequent to September 30, 2013, the Company’s shareholders approved a share consolidation on a 50:1 basis. Accordingly, the calculation of basic and diluted earnings per share reflects share amounts subsequent to the share consolidation. As at September 30, 2013 and 2012, basic loss per share is equal to diluted earnings per share, as all options and warrants outstanding are anti-dilutive.

    18. SUBSEQUENT EVENTS

    Issuance of shares

    On October 16, 2013 the Company closed a bought deal offering of 31,250,000 common shares (the "Common Shares") at a price of Cdn$0.16 ($0.16) per Common Share for aggregate gross proceeds of Cdn$5,000 ($4,861).

    24



    Exhibit 99.136




    Suite 500 – 2 Toronto Street
    Toronto, Ontario M5C 2B6
    Tel: 416 214 2810
    Fax: 416 214 2727

    investorinfo@energyfuels.com
    www.energyfuels.com

    Energy Fuels Announces Quarterly Results for the Three and Twelve Months Ended September 30, 2013

    Toronto, Ontario – November 14, 2013

    Energy Fuels Inc. (TSX : EFR) (OTCQX : EFRFD) (“Energy Fuels” or the “Company”) announced that today it is filing its financial results for the three and twelve months ended September 30, 2013. The Company’s Quarterly Consolidated Financial Statements, along with Management’s Discussion and Analysis, will be filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be viewed at www.sedar.com. Unless noted otherwise, all dollar amounts are in US dollars.

    As more fully described below, readers should be advised that the Company has changed its fiscal year end from September 30 to December 31. The Company also completed a consolidation of its common shares, effective November 5, 2013, on the basis of 50 pre-consolidation shares for each post-consolidation share. As of November 4, 2013, immediately prior to the 50-for-1 share consolidation, there were 981,110,441 common shares issued and outstanding (19,622,209 on a post-consolidation basis). All share amounts in this press release are shown on a pre-consolidation basis, followed by the post-consolidation amount in parenthesis. All per share amounts are shown on a post-consolidation basis.

    1


    Selected Summary Financial Information:

        As at September 30,     As at September 30,  
       $000's   2013     2012  
       Financial Position:            
        Working Capital $  32,496   $  41,934  
        Property, plant and equipment $  104,549   $  119,524  
        Total assets $  185,539   $  223,844  
        Total long-term liabilities $  36,177   $  37,921  

        Three months ended     Twelve months ended  
       $000, except per share data   September 30, 2013     September 30, 2013  
       Results of Operations:            
        Total revenues $  24,504   $  72,472  
        Net loss for the period $  (70,472 ) $  (83,950 )
        Basic & diluted net loss per share $  (4.30 ) $  (5.76 )

        As at September 30,     As at September 30,  
       $000's   2013     2012  
       Financial Position:            
        Working Capital $  32,496   $  41,934  
        Property, plant and equipment $  104,549   $  119,524  
        Total assets $  185,539   $  223,844  
        Total long-term liabilities $  36,177   $  37,921  

        Three months ended     Twelve months ended  
       $000, except per share data   September 30, 2013     September 30, 2013  
       Results of Operations:            
          Total revenues $  24,504   $  72,472  
          Net loss for the period $  (70,472 ) $  (83,950 )
          Basic & diluted net loss per share $  (4.33 ) $  (5.88 )

    2


    Impairment Charge for the Three Months ended September 30, 2013

    As a result of the drop in both the U 3 O 8 spot and term prices from July 1, 2013 through September 30, 2013, and the Company’s expectation to place the Pinenut mine on stand-by in July 2014, the Company tested its plant, property and equipment for impairment and recognized an impairment loss of $60.26 million.

    Financial and Operational Highlights for the Three Months ended September 30, 2013:

    Corporate Highlights for the Three Months ended September 30, 2013:

    On August 30, 2013, Energy Fuels acquired, by way of a plan of arrangement (the “Arrangement”), all of the issued and outstanding shares of Strathmore Minerals Corp. (“Strathmore”). Under the Arrangement, Strathmore shareholders received 1.47 common shares (0.0294 common shares on a post-consolidation basis) of Energy Fuels for each common share of Strathmore held. In total, Energy Fuels issued 186,420,938 common shares under the Arrangement (3,728,419 common shares on a post-consolidation basis). Through its acquisition of Strathmore, Energy Fuels acquired a number of mineral properties, including a 60% interest in the Roca Honda uranium project in New Mexico, one of the largest and highest grade uranium development projects in the U.S. The Company believes that significant synergies could be achieved by shipping Roca Honda’s O8 resources to the Company’s White Mesa Mill. Sumitomo Corporation of Japan holds the other 40% interest in Roca Honda. The Company also acquired the Gas Hills uranium project in Wyoming, which was previously being developed in a strategic venture with Korea Electric Power Corporation. Energy Fuels believes that synergies can be achieved by combining aspects of the Gas Hills Project with the Company’s Sheep Mountain Project, located only 28-miles away. In addition, the Company acquired the Juniper Ridge uranium project in Wyoming. The Company is evaluating developing the Juniper Ridge Project as a stand-alone uranium project or as part of a regional uranium project with Sheep Mountain and/or Gas Hills.

    3


    Corporate Highlights since the End of the Three Months ended September 30, 2013:

    Energy Fuels’ Outlook for the Three Months Ended December 31, 2013 and the Fiscal Year Ended December 31, 2014 (“FY-2014”)

    Since July 1, 2013, the spot price of uranium has dropped from $39.65 per lb. to its current price of $35.35 per lb., and the long term price has dropped from $57.00 per lb. to $50.00 per pound (see Market Outlook for the Three Months ended December 31, 2013 & FY-2014 below). Energy Fuels believes that the current price of U 3 O 8 is below the average economic cost to produce U 3 O 8 from currently operating uranium mines around the world, and is clearly well below the average economic cost to develop and produce from new uranium mines which will be required to fuel the projected growth in nuclear power plants globally. This drop in uranium prices has adversely impacted uranium production and development plans globally (as discussed below in the Market Outlook for the Three Months ended December 31, 2013 & FY-2014). As a result, Energy Fuels expects a very meaningful increase in the spot price in the future, since medium- to long term demand fundamentals remain strong, while the supply required to fulfill this demand is generally constrained in the current uranium price environment.

    4


    Energy Fuels has U 3 O 8 term supply contracts in place with average realized sales prices projected to be $58.42 per pound U 3 O 8 in FY-2014. This represents a 65% premium to the current spot price of $35.35 per pound. In addition, as of September 30, 2013, Energy Fuels holds 426,000 pounds of U 3 O 8 in its inventory. The Company is also able to purchase U 3 O 8 in the spot market for sale into one of these contracts, which, along with Energy Fuels’ significant U 3 O 8 inventories, provides the Company with operational flexibility with respect to how it can meet its contract delivery requirements. The Company intends to make spot purchases for delivery under that contract, which will enable the Company to reduce its required near-term U 3 O 8 production. This will allow the Company to place its Pinenut mine on stand-by in July 2014 and to discontinue current U 3 O 8 production at the White Mesa Mill beginning in August 2014 until the latter half of 2015, at which time the Mill is expected to re-commence processing alternate feed materials.

    This strategy of replacing produced U 3 O 8 with purchased U 3 O 8 for deliveries under this particular contract creates value for Energy Fuels by positioning the Company to purchase U 3 O 8 at prices lower than its production cost. This strategy will also extend the life of mine plan at the Pinenut mine into the future by preserving its U 3 O 8 resources, reduce operational risk associated with production operations and enable the Company to implement significant cost cutting measures (see the Company’s updated outlook for the three months ended December 31, 2013 and FY-2014 for additional details on the Company’s production expectations).

    At the same time, Energy Fuels will continue to position itself to realize the economic benefits of anticipated improvements in the price of U 3 O 8 , through select development and permitting expenditures and care and maintenance activities. Energy Fuels has a number of projects with large U 3 O 8 resources including the Henry Mountains complex and the Roca Honda uranium project, which, in a higher U 3 O 8 price environment, have the potential to provide large, base-load quantities of resources that could enable the White Mesa Mill to produce U 3 O 8 with greater operating efficiency. In addition, the Company has extensive U 3 O 8 resources in Wyoming for which it is evaluating a co-development strategy that it hopes will result in a second large, stand-alone production center. The Company intends to continue permitting activities on all of these projects.

    As outlined below, Energy Fuels provides the following updated outlook for the three months ended December 31, 2013 and FY-2014. The Company intends to closely monitor U 3 O 8 prices, and may change operating plans under actual or expected market conditions, as necessary. Accordingly, the outlook provided herein may differ materially from actual results:

    5


    Market Outlook for the Three Months ended December 31, 2013 & FY-2014:

    Similar to recent quarters, near- to medium-term uncertainty continues to lead to weakness in the uranium market. As a result, contracted volumes have remained low with little impetus on buyers or sellers to enter into new transactions. According to price data from The Ux Consulting Company, LLC (“Ux”), the spot price of uranium dropped $4.65 per lb., from $39.65 per pound at the end of the prior quarter to $35.00 per pound on September 30, 2013. The Ux long-term price indicator dropped $7.00 per pound from $57.00 per pound to $50.00 per pound during the same period. The current Ux spot and long-term prices are $35.35 and $50.00, respectively. The continued shutdown of Japanese reactors, operational issues and scheduled shutdowns in Asia and the U.S., and the resulting build-up in inventories are largely responsible for the continued market weakness.

    The Company continues to believe that the anticipated restart of the Japanese reactors will be an important catalyst to the market. To date, five utilities have applied to the Japanese Regulatory Authority for the restart of fourteen reactors. However until these (or other) catalysts occur, uranium markets will remain uncertain.

    In spite of the current uncertainty, long-term demand fundamentals in the uranium sector remain strong. In fact, the fundamentals may be slightly stronger than in the previous quarter. The World Nuclear Association now reports that there are 70 nuclear reactors under construction in 13 countries, led by China with 30 units under construction. The 70 reactors under construction represent an increase of two units from the prior quarter. In addition, there are 487 nuclear reactors planned or proposed around the World. This represents an increase of nine units from the prior quarter. The 70 reactors under construction are expected to require over 100 million pounds of U 3 O 8 for initial cores and an additional 35 million pounds of U 3 O 8 annually once they are in operation.

    6


    Although long-term fundamentals remain strong, Energy Fuels believes near-to medium- term uncertainty could lead to continued sluggishness in the uranium market. Yet, recently announced production decreases and project deferrals may provide further impetus for improvements in the price of uranium. Energy Fuels recently announced the deferral of development at the Canyon Mine in Arizona, in addition to the planned deferral of production at the Pinenut mine beginning in the latter half of FY-2014 mentioned above. Uranium Energy Corp. recently announced its intent to reduce mining operations at its Palangana ISR uranium project in south Texas. Kazatomprom has announced that it will halt plans to expand uranium production in Kazakhstan, and is projecting that annual output from its Kazakh operations may experience uranium output reductions in 2014, the first such reduction since expansion began earlier in the decade. Russia’s Atomredmetzoloto, including its wholly-owned Uranium One division, recently announced that the Honeymoon project in Australia will be placed on care and maintenance. In addition, they recently announced that they have ceased well-field development at their Willow Creek project in Wyoming, and it has been reported that they are ceasing all investment in new projects in Russia and abroad and are placing a number of projects on standby. Many analysts believe a number of other projects around the World are likely operating at a loss in the current market environment. Energy Fuels expects additional project cancellations and deferrals may be announced in the coming months. However, as Japan begins to restart their reactor fleet and new nuclear units come online worldwide, the supply of uranium for new and existing nuclear units may become less certain, providing additional stimulus to potential increases in the price of uranium.

    Energy Fuels believes it is well positioned to respond to improved uranium prices and to execute the Company’s business plan.

    Stephen P. Antony, P.E., President & CEO of Energy Fuels , is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this document.

    About Energy Fuels: Energy Fuels is currently America’s largest conventional uranium producer, expected to supply approximately 25% of the uranium produced in the U.S. in 2013. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located throughout the Western U.S., including producing mines and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the Toronto Stock Exchange under the trading symbol “EFR” and on the OTCQX under the trading symbol “EFRFD”.

    Cautionary Note Regarding Forward-Looking Statements: This news release contains certain “Forward Looking Information” and “Forward Looking Statements” within the meaning of applicable Canadian and United States securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects and with respect to the market outlook. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated December 20, 2012, which is available for review on the System for Electronic Document Analysis and Retrieval at www.sedar.com , and may also include the possibility that the listing on the recognized U.S. stock exchange is not approved. Forward-looking statements contained herein are made as of the date of this news release, and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

    7


    FOR FURTHER INFORMATION PLEASE CONTACT:

    Energy Fuels Inc.

    Curtis Moore
    Investor Relations
    (303) 974-2140
    Toll free: 1-888-864-2125
    Email: investorinfo@energyfuels.com
    Website: www.energyfuels.com

    8



    Exhibit 99.137

    CONSENT OF ALINCO GEOSERVICES, INC.

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Farmer Girl Property, Montrose County, Colorado” dated December 16, 2008 (the “Farmer Girl Technical Report”), (2) the technical report entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Torbyn Property, Mesa County, Colorado” dated January 7, 2009 (the “Torbyn Technical Report”), (3) the technical report entitled “Technical Report on Section 1, T18N, R12W, Nose Rock Uranium Property, McKinley County, New Mexico” dated February 9, 2009 (the “Nose Rock Report”), (4) the technical report entitled “Technical Report on Section 32, T17N, R13W, Dalton Pass Uranium Property, McKinley County, New Mexico” dated January 30, 2009 (the “Dalton Pass Report”), (5) the technical report entitled “Marquez Uranium Property, McKinley and Sandoval Counties, New Mexico” dated June 10, 2010 (the “Marquez Report”), (6) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to my name in connection with technical information relating to the Nose Rock Report, the Dalton Pass Report, and the Marquez Report, and the properties described therein, (7) the Annual Information Form of the Company dated December 20, 2012, which includes reference to the undersigned in connection with information relating to the Farmer Girl Technical Report and the Torbyn Technical Report and the properties described therein, (8) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to my name in connection with information relating to the Farmer Girl Technical Report, and the properties described therein, (9) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to my name in connection with information relating to the Farmer Girl Technical Report, and the properties described therein, and (10) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to my name in connection with information relating to the Farmer Girl Technical Report, and the properties described therein

       ALINCO GEOSERVICES, INC.
       
       
      /s/ M. H. Alief
      Name: M. H. Alief
      Title: President

    Date: November 15, 2013



    Exhibit 99.138

    CONSENT OF NORTH AMERICAN EXPLORATION, INC.

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “NI 43-101 Technical Report on the San Rafael Uranium Project (Including the: Deep Gold Uranium Deposit and the Down Yonder Uranium Deposit) Emery County, Utah”) dated March 21, 2011 (the “San Rafael Technical Report”), (2) the Annual Information Form of the Company dated December 17, 2011, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report and the properties described therein, (3) the Annual Information Form of the Company dated December 20, 2012, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report and the properties described therein, (4) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report, and the properties described therein, (5) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report, and the properties described therein, and (6) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report, and the properties described therein.

      NORTH AMERICAN EXPLORATION, INC.
       
       
      /s/ O. Jay Gatten
      Name: O Jay Gatten
      Title: CEO

    Date: November 15, 2013



    Exhibit 99.139

    CONSENT OF M. HASSAN ALIEF

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Farmer Girl Property, Montrose County, Colorado” dated December 16, 2008 (the “Farmer Girl Technical Report”), (2) the technical report entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Torbyn Property, Mesa County, Colorado” dated January 7, 2009 (the “Torbyn Technical Report”) and (3) the technical report entitled “Marquez Uranium Property, McKinley and Sandoval Counties, New Mexico” dated June 10, 2010 (the “Marquez Report”), (4) the Management Information Circular of the Company dated July 15, 2013, which incorporates by reference my name and technical information relating to the Marquez Report, and the properties described therein, (5) the Annual Information Form of the Company dated December 20, 2012, which includes reference to my name in connection with information relating to the Farmer Girl Technical Report and the Torbyn Technical Report, and the properties described therein, (6) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to my name in connection with information relating to the Farmer Girl Technical Report, and the properties described therein, (7) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to my name in connection with information relating to the Farmer Girl Technical Report, and the properties described therein, and (8) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to my name in connection with information relating to the Farmer Girl Technical Report, and the properties described therein.

      /s/ M. Hassan Alief
      M. Hassan Alief

    Date: November 15, 2013



    Exhibit 99.140

    CONSENT OF O. JAY GATTEN

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “NI 43-101 Technical Report on the San Rafael Uranium Project (Including the: Deep Gold Uranium Deposit and the Down Yonder Uranium Deposit) Emery County, Utah”) dated March 21, 2011 (the “San Rafael Technical Report”), (2) the Annual Information Form of the Company dated December 17, 2011, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report and the properties described therein, (3) the Annual Information Form of the Company dated December 20, 2012, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report and the properties described therein, (4) the Management Information Circular of the Company dated January 10, 2012, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report, and properties described therein, (5) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report, and the properties described therein, (6) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report, and the properties described therein, and (7) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to the undersigned in connection with information relating to the San Rafael Technical Report, and the properties described therein.

     

    /s/ O. Jay Gatten

     

    O. Jay Gatten, Utah Professional Geologist

    Date: November 15, 2013



    Exhibit 99.141

    CONSENT OF LANDY A. STINNETT

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference into the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the Company’s Management Discussion and Analysis for the year ended September 30, 2011, (2) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, (3) the Company’s Management Discussion and Analysis for the period ended March 31, 2012 and (4) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, all of which include reference to the undersigned in connection with technical information relating to the properties described therein.

    /s/ Landy A. Stinnett                      
    Landy A. Stinnett, P.E

    Date: November 15, 2013



    Exhibit 99.142

    CONSENT OF STEPHEN P. ANTONY

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the Company’s Management Discussion and Analysis for the year ended September 30, 2011, (2) the Company’s Management Discussion and Analysis for the year ended September 30, 2012, and (3) the Company’s Management Discussion and Analysis for the period ended June 30, 2013, (4) the Company’s Management Discussion and Analysis for the period ended March 31, 2013, (5) the Company’s Amended Management Discussion and Analysis for the period ended March 31, 2013, (6) the Company’s Management Discussion and Analysis for the period ended December 31, 2012, (7) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, (8) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, (9) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, (10) the Company’s Material Change Report dated April 25, 2012, (11) the Company’s press release dated August 14, 2013, (12) the Company’s press release dated May 9, 2013, (13) the Company’s press release dated February 13, 2013, (14) the Company’s press release dated January 28, 2013, (15) the Company’s press release dated December 28, 2012, (16) the Company’s press release dated December 21, 2012, (17) the Company’s press release dated October 2, 2012, (18) the Company’s press release dated August 22, 2012, (19) the Company’s press release dated April 16, 2012, (20) the Company’s press release dated April 3, 2012, (21) the Company’s press release dated May 24, 2013, and (22) the Company’s Management Discussion and Analysis for the period ended September 30, 2013, all of which include reference to my name in connection with scientific and technical information regarding the Company’s properties described therein..

    /s/ Stephen P. Antony                                 
    Name: Stephen P. Antony, P.E.
    Title: President and Chief Executive
    Officer, Energy Fuels Inc.

    Date: November 15, 2013



    Exhibit 99.143


    BRS, Inc.
    P.O. Box 1104
    Broomfield, CO 80038-1104
    E-Mail: brs@wyoming.com
    303 410-6781 Fax: 303 464-1865

    CONSENT OF BRS ENGINEERING

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled the “Sheep Mountain Uranium Project Fremont, County, Wyoming USA 43-101 Mineral Resource Report Update March, 2011” dated March 1, 2011 (the “Sheep Mountain Resource Update”), (2) the technical report entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA, Updated Preliminary Feasibility Study, National Instrument 43-101 Technical Report” dated April 13, 2012 (the “Sheep Mountain Technical Report”), (3) the technical report entitled “Juniper Ridge Uranium Project, Carbon County, Wyoming, USA; 43-101 Mineral Resource Technical Report” dated February 21, 2012 (the “Juniper Ridge Report”), (4) the Annual Information Form of the Company dated December 20, 2012, (5) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned in connection with technical information relating to the Juniper Ridge Report and the Sheep Mountain Technical Report, (6) the Company’s Management Information Circular dated January 10, 2012, which includes reference to the undersigned in connection with technical information relating to the Sheep Mountain Resource Update and the Sheep Mountain Report, and the properties described therein, (7) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to the undersigned in connection with information relating to the Sheep Mountain Technical Report, and the properties described therein, (8) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to the undersigned in connection with information relating to the Sheep Mountain Resource Update, and the properties described therein, (9) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to the undersigned in connection with information relating to the Sheep Mountain Resource Update, and the properties described therein and (10) the Company’s press release dated March 1, 2012 which includes reference to the undersigned in connection with information relating to the Sheep Mountain Project.

    BRS ENGINEERING

    /s/ Douglas L. Beahm                                            
    Name: Douglas L. Beahm
    Title: President and Principal Engineer, BRS Inc.

    Date: November 15, 2013



    Exhibit 99.144


    BRS, Inc.
    P.O. Box 1104
    Broomfield, CO 80038-1104
    E-Mail: brs@wyoming.com
    303 410-6781 Fax: 303 464-1865

    CONSENT OF DOUGLAS L. BEAHM

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled the “Sheep Mountain Uranium Project Fremont, County, Wyoming USA 43-101 Mineral Resource Report Update March, 2011” dated March 1, 2011 (the “Sheep Mountain Resource Update”), (2) the technical report entitled “Sheep Mountain Uranium Project, Fremont County, Wyoming, USA, Updated Preliminary Feasibility Study, National Instrument 43-101 Technical Report” dated April 13, 2012 (the “Sheep Mountain Technical Report”), (3) the technical report entitled “Juniper Ridge Uranium Project, Carbon County, Wyoming, USA; 43-101 Mineral Resource Technical Report” dated February 21, 2012 (the “Juniper Ridge Report”), (4) the Annual Information Form of the Company dated December 20, 2012, which include reference to the undersigned’s name in connection with technical information relating to the Sheep Mountain Technical Report and the properties described therein, (5) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Juniper Ridge Report and the Sheep Mountain Technical Report, (6) the Company’s Management Information Circular dated January 10, 2012, which includes reference to the undersigned in connection with technical information relating to the Sheep Mountain Resource Update and the Sheep Mountain Report and the properties described therein, (7) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to my name in connection with information relating to the Sheep Mountain Technical Report, and the properties described therein, (8) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to my name in connection with information relating to the Sheep Mountain Resource Update, and the properties described therein, (9) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to my name in connection with information relating to the Sheep Mountain Resource Update, and the properties described therein and (10) the Company’s press release dated March 1, 2012 which includes reference to my name in connection with information relating to the Sheep Mountain Project.

    /s/ Douglas L. Beahm                              
    Douglas L. Beahm, P.E., P.G.

    Date: November 15, 2013



    Exhibit 99.145

    CONSENT OF THOMAS C. POOL

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, USA” dated February 26, 2007 (the “Arizona Strip 2007 Technical Report”), (2) the technical report entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.” dated June 27, 2012 (the “Arizona Strip 2012 Technical Report”), (3) the technical report entitled Technical Report on the Henry Mountain Complex Uranium Project, Utah, USA” dated September 9, 2006 (the “Henry Mountains 2006 Technical Report”), (4) the technical report entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A.” dated June 27, 2012 (the “Henry Mountains 2012 Technical Report”), (5) the technical report entitled “Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated July 31, 2012 (the “Gas Hills 2012 Report”), (6) the technical report entitled “Technical Report Update of Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated March 22, 2013 (the “Gas Hills 2013 Report”), (7) the Management Information Circular of the Company dated May 28, 2012, which includes reference to my name in connection with information relating to the Arizona Strip 2007 Technical Report and the Henry Mountains 2006 Technical Report, and the properties described therein, (8) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Gas Hills 2012 Report and Gas Hills 2013 Report, and the properties described therein, and (9) the Annual Information Form of the Company dated December 20, 2012, which includes reference to my name in connection with technical information relating to the Arizona Strip 2012 Technical Report and Henry Mountains 2012 Technical Report and the properties described therein.

    /s/ Thomas C. Pool                      
    Thomas C. Pool, P.E.

    Date: November 15, 2013



    Exhibit 99.146

    CONSENT OF DOUGLAS H. UNDERHILL

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, Utah, USA” dated March 19, 2009 (the “Henry Mountains Tony M-Southwest Report”), (2) the technical report entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A.” dated June 27, 2012 (the “Henry Mountains Technical Report”), (3) the Management Information Circular of the Company dated May 28, 2012, which includes reference to my name in connection with information relating to the Henry Mountains Tony M-Southwest Report, and the properties described therein, and (4) the Annual Information Form of the Company dated December 20, 2012, which includes reference to my name in connection with information relating to the Henry Mountains Technical Report, and the properties described therein.

    /s/ Douglas H. Underhill                    
    Douglas H. Underhill, Ph.D., C.P.G.

    Date: November 15, 2013



    Exhibit 99.147

    CONSENT OF WILLIAM E. ROSCOE

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, Utah, USA” dated March 19, 2009 (the “Henry Mountains Tony M-Southwest Report”), (2) the technical report entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A.” dated June 27, 2012 (the “Henry Mountains Technical Report”), (3) the Management Information Circular of the Company dated May 28, 2012, which includes reference to my name in connection with information relating to the Henry Mountains Tony M-Southwest Report, and properties described therein, and (4) the Annual Information Form of the Company dated December 20, 2012, which includes reference to my name in connection with information relating to the Henry Mountains Technical Report, and the properties described therein.

    /s/ William E. Roscoe                     
    William E. Roscoe, Ph.D. P. Eng.

    Date: November 15, 2013



    Exhibit 99.148

    CONSENT OF ROSCOE POSTLE ASSOCIATES INC.

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, USA” dated February 26, 2007 (the “Arizona Strip 2007 Technical Report”), (2) the technical report entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.” dated June 27, 2012 (the “Arizona Strip 2012 Technical Report”), (3) the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, USA” dated June 24, 2009 (the “EZ1 and EZ2 2009 Technical Report”), (4) the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” dated June 27, 2012 (the “EZ1 and EZ2 2012 Technical Report”), (5) the technical report entitled Technical Report on the Henry Mountain Complex Uranium Project, Utah, USA” dated September 9, 2006 (the “Henry Mountains 2006 Technical Report”), (6) the technical report entitled Technical Report on the Tony M-Southwest Deposit, Henry Mountains Complex Uranium Project, Utah, USA” dated March 19, 2009 (the “Henry Mountains Tony M-Southwest Report”), (7) the technical report entitled “Technical Report on the Henry Mountains Complex Uranium Property, Utah, U.S.A.” dated June 27, 2012 (the “Henry Mountains 2012 Technical Report”), (8) the technical report entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.” dated August 6, 2012 (the “Roca Honda Report”), (9) the Management Information Circular of the Company dated July 15, 2013, which incorporates by reference the undersigned’s name and technical information relating to the Roca Honda Report and the properties described therein, (10) the Management Information Circular of the Company dated May 28, 2012, which includes reference to the undersigned’s name in connection with information relating to the Arizona Strip 2007 Technical Report, the EZ1 and EZ2 2009 Technical Report, the Henry Mountains 2006 Technical Report and the Henry Mountains Tony M-Southwest Report, and the properties described therein, and (11) the Annual Information Form of the Company dated December 20, 2012, which includes reference to the undersigned in connection with information relating to the Henry Mountains 2012 Technical Report, the Arizona Strip 2012 Technical Report and the EZ1 and EZ2 2012 Technical Report, and the properties described therein.

    ROSCOE POSTLE ASSOCIATES INC.

    /s/ Deborah A. McCombe                             
    Deborah A. McCombe, P. Geo.
    President & CEO

    Date: November 15, 2013



    Exhibit 99.149

    CONSENT OF CHRISTOPHER MORETON

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, USA” dated June 24, 2009 (the “EZ1 and EZ2 2009 Technical Report”), (2) the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” dated June 27, 2012 (the “EZ1 and EZ2 2012 Technical Report”), (3) the Management Information Circular of the Company dated May 28, 2012, which includes reference to my name in connection with information relating to the EZ1 and EZ2 2009 Technical Report, and the properties described therein, and (4) the Annual Information Form of the Company dated December 20, 2012, which includes reference to my name in connection with information relating to the EZ1 and EZ2 2012 Technical Report, and the properties described therein.

    /s/ Christopher Moreton                    
    Christopher Moreton, Ph.D., P.Geo.

    Date: November 15, 2013



    Exhibit 99.150

    CONSENT OF DAVID ROSS

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, USA” dated February 26, 2007 (the “Arizona Strip 2007 Technical Report”), (2) the technical report entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.” dated June 27, 2012 (the “Arizona Strip 2012 Technical Report”), (3) the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, USA” dated June 24, 2009 (the “EZ1 and EZ2 2009 Technical Report”), (4) the technical report entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District, U.S.A.” dated June 27, 2012 (the “EZ1 and EZ2 2012 Technical Report”), (5) the Management Information Circular of the Company dated May 28, 2012, which includes reference to my name in connection with information relating to the Arizona Strip 2007 Technical Report and the EZ1 and EZ2 2009 Technical Report, and the properties described therein, and (6) the Annual Information Form of the Company dated December 20, 2012, which includes reference to my name in connection with information relating to the Arizona Strip 2012 Technical Report and the EZ1 and EZ2 2012 Technical Report and the properties described therein.

    /s/ David Ross                     
    David Ross, M.Sc., P.Geo.

    Date: November 15, 2013



    Exhibit 99.151

    CONSENT OF PETERS GEOSCIENCES

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A.” dated July 18, 2012 (the “Daneros Technical Report”), (2) the technical report entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, dated March 15, 2011 (the “Whirlwind Technical Report”), (3) the technical report entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Project, San Juan County, Utah” dated March 15, 2011 (the “Energy Queen Technical Report”), (4) the technical report entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Willhunt Property, San Miguel County, Colorado” dated November 30, 2008 (the “Willhunt Technical Report”), (5) the technical report entitled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (Including the Calliham Mine and Sage Mine), San Juan County, Utah and San Miguel County, Colorado” dated December 16, 2011 (the “Sage Plain Technical Report”), (6) the Company’s Management Discussion and Analysis for the year ended September 30, 2011, which includes reference to the undersigned in connection with technical information relating to the Whirlwind Technical Report and the Energy Queen Technical Report, and the properties described therein, (7) the Management Information Circular of the Company dated January 10, 2012 which incorporates by reference the Whirlwind Technical Report, the Energy Queen Technical Report and the Sage Plain Technical Report and the properties described therein, (8) the Annual Information Form of the Company dated December 17, 2011, which includes reference to the undersigned in connection with technical information relating to the Whirlwind Technical Report, the Energy Queen Technical Report and the Sage Plain Technical Report and the properties described therein, (9) the Annual Information Form of the Company dated December 20, 2012, which includes reference to the undersigned in connection with technical information relating to the Daneros Technical Report, the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report and the properties described therein, (10) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to the undersigned in connection with information relating to the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report, and the properties described therein, (11) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to the undersigned in connection with information relating to the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report, and the properties described therein, and (12) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to the undersigned in connection with information relating to the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report, and the properties described therein.

    PETERS GEOSCIENCES

    /s/ Douglas C. Peters                                
    Name: Douglas C. Peters
    Title: Owner

    Date: November 15, 2013



    Exhibit 99.152

    CONSENT OF DOUGLAS C. PETERS

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A.” dated July 18, 2012 (the “Daneros Technical Report”), (2) the technical report entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”, dated March 15, 2011 (the “Whirlwind Technical Report”), (3) the technical report entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Energy Queen Project, San Juan County, Utah” dated March 15, 2011 (the “Energy Queen Technical Report”), (4) the technical report entitled “Amended Technical Report on Energy Fuels Resources Corporation’s Willhunt Property, San Miguel County, Colorado” dated November 30, 2008 (the “Willhunt Technical Report”), (5) the technical report entitled “Technical Report on Colorado Plateau Partners LLC (Energy Fuels Resources Corporation and Lynx-Royal JV) Sage Plain Project (Including the Calliham Mine and Sage Mine), San Juan County, Utah and San Miguel County, Colorado” dated December 16, 2011 (the “Sage Plain Technical Report”), (6) the Company’s Management Discussion and Analysis for the year ended September 30, 2011, which includes reference to the undersigned in connection with technical information relating to the Whirlwind Technical Report and the Energy Queen Technical Report, and the properties described therein, (7) the Management Information Circular of the Company dated January 10, 2012 which incorporates by reference the Whirlwind Technical Report, the Energy Queen Technical Report and the Sage Plain Technical Report and properties described therein, (8) the Annual Information Form of the Company dated December 17, 2011, which includes reference to the undersigned in connection with technical information relating to the Whirlwind Technical Report, the Energy Queen Technical Report and the Sage Plain Technical Report and properties described therein, (9) the Annual Information Form of the Company dated December 20, 2012, which includes reference to the undersigned in connection with technical information relating to the Daneros Technical Report, the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report and the properties described therein, (10) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, which includes reference to the undersigned in connection with information relating to the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report, and the properties described therein, (11) the Company’s Management Discussion and Analysis for the period ended March 31, 2012, which includes reference to the undersigned in connection with information relating to the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report, and the properties described therein, and (12) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, which includes reference to the undersigned in connection with information relating to the Whirlwind Technical Report, the Energy Queen Technical Report, the Willhunt Technical Report and the Sage Plain Technical Report, and the properties described therein.

    /s/ Douglas C. Peters                      
    Douglas C. Peters, CPG-8274

    Date: November 15, 2013



    Exhibit 99.153

    CONSENT OF MICHAEL CATHRO

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with the Company’s press release dated December 28, 2012, which includes reference to the undersigned in connection with scientific and technical information regarding the properties described therein.

      /s/ Michael Cathro
      Name: Michael Cathro
      Title: Vice-President of Exploration,
      Virginia Energy Resources Inc.

    Date: November 15, 2013



    Exhibit 99.154

    CONSENT OF RICHARD WHITE

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with the Company’s Annual Information Form, dated December 20, 2012, which includes reference to my name in connection with scientific and technical information regarding the Company’s properties described therein.

    /s/ Richard White                     
    Richard White

    Date: November 15, 2013



    Exhibit 99.155

    CONSENT OF FGM CONSULTING GROUP

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference into the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the Company’s Management Discussion and Analysis for the year ended September 30, 2011, (2) the Company’s Management Discussion and Analysis for the period ended June 30, 2012, (3) the Company’s Management Discussion and Analysis for the period ended March 31, 2012 and (4) the Company’s Management Discussion and Analysis for the period ended December 31, 2011, all of which include reference to the undersigned in connection with technical information relating to the properties described therein.

    FGM Consulting Group

    /s/ Landy Stinnett                         
    Name: Landy Stinnett
    Title: Owner

    Date: November 15, 2013



    Exhibit 99.156

    CONSENT OF PAUL TIETZ

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Copper King Project, Laramie County, Wyoming” dated August 24, 2012 (the “Copper King Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to my name in connection with technical information relating to the Copper King Report and the properties described therein.

    /s/ Paul Tietz                                                                
    Paul Tietz, Certified Professional Geologist

    Date: November 15, 2013



    Exhibit 99.157

    CONSENT OF NEIL PRENN

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Copper King Project, Laramie County, Wyoming” dated August 24, 2012 (the “Copper King Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Copper King Report and the properties described therein.

    /s/ Neil Prenn                                                 
    Neil Prenn, Registered Professional
    Geologist

    Date: November 15, 2013



    Exhibit 99.158

    CONSENT OF RICHARD L. NIELSEN

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated July 31, 2012 (the “Gas Hills 2012 Report”), (2) the technical report entitled “Technical Report Update of Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated March 22, 2013 (the “Gas Hills 2013 Report”), and (3) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Gas Hills 2012 Report and Gas Hills 2013 Report and the properties described therein.

    /s/ Richard L. Nielsen                                       
    Richard L. Nielsen, Professional Geologist

    Date: November 15, 2013



    Exhibit 99.159

    CONSENT OF ROBERT L. SANDEFUR

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated July 31, 2012 (the “Gas Hills 2012 Report”), (2) the technical report entitled “Technical Report Update of Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated March 22, 2013 (the “Gas Hills 2013 Report”), and (3) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Gas Hills 2012 Report and Gas Hills 2013 Report and the properties described therein.

    /s/ Robert L. Sandefur                                                   
    Robert L. Sandefur, Certified Professional Engineer

    Date: November 15, 2013



    Exhibit 99.160

    CONSENT OF MATTHEW P. REILLY

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report Update of Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated March 22, 2013 (the “Gas Hills Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, which includes reference to the undersigned’s name in connection with technical information relating to the Gas Hills Report and the properties described therein.

    /s/ Matthew P. Reilly                                    
    Matthew P. Reilly, Professional Engineer

    Date: November 15, 2013



    Exhibit 99.161

    CONSENT OF RODERICK C. SMITH

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.” dated August 6, 2012 (the “Roca Honda Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, which includes reference to the undersigned’s name in connection with technical information relating to the Roca Honda Report and the properties described therein.

    /s/ Roderick C. Smith             
    Roderick C. Smith, P. E.

    Date: November 15, 2013



    Exhibit 99.162

    CONSENT OF PATTI NAKAI-LAJOIE

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.” dated August 6, 2012 (the “Roca Honda Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Roca Honda Report and the properties described therein.

    /s/ Patti Nakai-Lajoie                
    Patti Nakai-Lajoie. P. Geo.

    Date: November 15, 2013



    Exhibit 99.163

    CONSENT OF ROBERT MICHAUD

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.” dated August 6, 2012 (the “Roca Honda Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, which includes reference to the undersigned’s name in connection with technical information relating to the Roca Honda Report and the properties described therein.

    /s/ Robert Michaud                   
    Robert Michaud, P. Eng.

    Date: November 15, 2013



    Exhibit 99.164

    CONSENT OF STUART E. COLLINS

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.” dated August 6, 2012 (the “Roca Honda Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with information relating to the Roca Honda Report and the properties described therein.

    /s/ Stuart E. Collins               
    Stuart E. Collins, P. E.

    Date: November 15, 2013



    Exhibit 99.165

    CONSENT OF CHLUMSKY, ARMBRUST & MEYER LLC

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated July 31, 2012 (the “Gas Hills 2012 Report”), (2) the technical report entitled “Technical Report Update of Gas Hills Uranium Project Freemont and Natrona Counties, Wyoming, USA” dated March 22, 2013 (the “Gas Hills 2013 Report”), and (3) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Gas Hills 2012 Report and Gas Hills 2013 Report and the properties described therein.

    CHLUMSKY, ARMBRUST & MEYER LLC
       
      /s/ Michael J. Read                                          
      Name: Michael J. Read
      Title: Principal

    Date: November 15, 2013



    Exhibit 99.166

    CONSENT OF MINE DEVELOPMENT ASSOCIATES

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on the Copper King Project, Laramie County, Wyoming” dated August 24, 2012 (the “Copper King Report”) and (2) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Copper King Report and the properties described therein.

    MINE DEVELOPMENT ASSOCIATES

    /s/ Neil Prenn                                
    Name: Neil Prenn
    Title: President

    Date: November 15, 2013



    Exhibit 99.167

    CONSENT OF INTEGRATED PRODUCTION
    RESOURCES OF CENTENNIAL, COLORADO

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the technical report entitled “Technical Report on Utah Energy Corporation’s Geitus – Deer Flat Project, San Juan County, Utah, February 15, 2011” (the “Deer Flat Report”), (2) the technical report entitled “Technical Report on Utah Energy Corporation’s Blue Jay Project, San Juan County, Utah, February 22, 2011” (the “Blue Jay Report”), (3) the technical report entitled “Technical Report on Utah Energy Corporation’s Geitus – Marcy Look Project, San Juan County, Utah, December 28, 2010” (the “Marcy Look Report”), and (4) the Management Information Circular of the Company dated July 15, 2013, and the documents incorporated by reference therein, which include reference to the undersigned’s name in connection with technical information relating to the Deer Flat Report, the Blue Jay Report and the Marcy Look Report and the properties described therein.

    INTEGRATED PRODUCTION RESOURCES OF CENTENNIAL COLORADO

    /s/ Rich D. Ziegler                                   
    Name: Rich D. Ziegler
    Title: Principal

    Date: November 7, 2013



    Exhibit 99.168

    CONSENT OF DAVID MILLER

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (i) the Company’s the Management Information Circular dated July 15, 2013, and the documents incorporated by reference therein, and (ii) the Company’s press release dated May 24, 2013, all of which include reference to my name in connection with scientific and technical information regarding the Company’s properties described therein.

    /s/ David Miller
    David Miller

    Date: November 15, 2013



    Exhibit 99.169

    CONSENT OF INDEPENDENT AUDITORS

    We consent to the use of our report dated March 26, 2013, with respect to the consolidated financial statements of Strathmore Minerals Corp. for the year ended December 31, 2012, incorporated by reference in the Registration Statement (Form 40-F) filed by Energy Fuels Inc. on November 15, 2013.

    Vancouver, Canada,

     

    November 15, 2013. Chartered Accountants
     




    Exhibit 99.170

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    We have read the Registration Statement on Form 40-F (“Form 40-F”) of the Energy Fuels Inc. (“Energy Fuels”).

    We hereby consent to the incorporation by reference and to the use of our report dated December 12, 2011 (except as to Note 16, which is as of January 10, 2012), relating to the consolidated financial statements of Titan Uranium Inc. as at and for the year ended August 31, 2011, appearing in the Form 40-F being filed by Energy Fuels with the United States Securities and Exchange Commission.

    “DAVIDSON & COMPANY LLP”

    Vancouver, Canada Chartered Accountants
       
    November 15, 2013  




    Exhibit 99.171

    CONSENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

    We have read the Registration Statement on Form 40-F (“Form 40-F”) of Energy Fuels Inc. (“Energy Fuels”).

    We consent to the incorporation by reference and to the use of our report dated May 21, 2012 relating to the consolidated financial statements of White Canyon Uranium Limited as at June 30, 2011 and for the year ended June 30, 2011, appearing in the Form 40-F being filed by Energy Fuels with the United States Securities and Exchange Commission.

     
       
    Toronto, Ontario RSM Bird Cameron Partners
    November 14, 2013 Chartered Accountants
     




    Exhibit 99.172

    November 15, 2013

    Consent of Independent Auditor

    We hereby consent to the use in this Registration Statement on Form 40-F Energy Fuels Inc. of our report dated May 22, 2012 relating to the financial statements of Denison Mines Holding Corp., which appears in such Registration Statement.

    Chartered Professional Accountants, Licensed Public Accountants



    Exhibit 99.173

    CONSENT OF DUNDEE SECURITIES LTD.

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the Management Information Circular of the Company dated January 10, 2012, which includes reference to Dundee Securities Ltd (“Dundee”) in connection with the Fairness Opinion from Dundee dated December 5, 2011 and (2) the Management Information Circular of the Company dated May 28, 2012, which includes reference to Dundee in connection with the Fairness Opinion from Dundee dated April 13, 2012.

    DUNDEE SECURITIES LTD.

        /s/ David G. Anderson                     
    Name: David G. Anderson
    Title: Vice Chairman, Investment Banking

    Date: November 15, 2013



    Exhibit 99.174

    CONSENT OF HAYWOOD SECURITIES INC.

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with the Management Information Circular of the Company dated July 15, 2013 which includes reference to Haywood Securities Ltd (“Haywood”) in connection with the Fairness Opinion from Haywood dated June 11, 2013.

       HAYWOOD SECURITIES INC.
       
      /s/ Kevin Campbell
      Name: Kevin Campbell
      Title: Managing Director, Investment Banking

    Date: November 15, 2013



    Exhibit 99.175

    CONSENT OF RON HOCHSTEIN

    The undersigned hereby consents to the reference of the undersigned’s name included or incorporated by reference in the Registration Statement on Form 40-F being filed by Energy Fuels Inc. (the “Company”) with the United States Securities and Exchange Commission, and any amendments thereto, in connection with (1) the Company’s press release dated April 16, 2012 and (2) the Company’s Material Change Report dated April 25, 2012, all of which include reference to my name in connection with scientific and technical information regarding the properties described therein.

    /s/ Ron Hochstein               
    Ron Hochstein

    Date: November 15, 2013



    Exhibit 99.176

     

    Consent of Independent Registered Public Accounting Firm

    The Board of Directors
    Energy Fuels Inc.

    We consent to the inclusion in this registration statement on Form 40-F of:

    -

    our Independent Auditors’ Report dated December 20, 2012, on the consolidated financial statements of Energy Fuels Inc., which comprise the consolidated statements of financial position as at September 30, 2012, September 30, 2011 and October 1, 2010, the consolidated statements of comprehensive income (loss), changes in shareholder’s equity and cash flows for the years ended September 30, 2012 and 2011, and notes, comprising a summary of significant accounting policies and other explanatory information, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; and

       

    -

    our Independent Auditors’ Report dated December 21, 2011, on the consolidated financial statements of Energy Fuels Inc., which comprise the consolidated balance sheets as at September 30, 2011 and September 30, 2010, the consolidated statements of comprehensive loss, shareholder’s equity and cash flows for the years ended September 30, 2011 and 2010, and notes, comprising a summary of significant accounting policies and other explanatory information, prepared in accordance with Canadian generally accepted accounting principles.

    Chartered Accountants, Licensed Public Accountants
    Toronto, Canada
    November 15, 2013